Stock and press releases

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SINGAPORE, SOUTH AFRICA, SWITZERLAND, JAPAN OR HONG KONG

DnB NOR ASA's (DnB NOR) Extraordinary General Meeting approved the rights issue. Shares to trade ex-rights from
20 November 2009.

Further to the announcement earlier today in which the Board announced the proposed final terms of the rights issue, the Extraordinary General Meeting of DnB NOR's shareholders today approved the Board's proposed resolution and the proposed amendments to the Articles of Association.

As announced earlier today, the DnB NOR share will, for trades subject to ordinary T+3 settlement in VPS, trade exclusive of the right to receive subscription rights in the rights issue from and including tomorrow (20 November 2009). Detailed terms of the rights issue will be included in the prospectus, which is expected to be published or about 26 November 2009. The minutes of the EGM are enclosed hereto and are available on DnB NOR's website (www.dnbnor.com).

For further information, please contact:

Bjørn Erik Næss, CFO, tel. +47 415 05 201, e-mail [email protected]

Per Sagbakken, EVP, Investor Relations, tel. +47 906 61 159, e-mail [email protected]

Trond Bentestuen, EVP, Corporate Communications, tel. +47 950 28 448, e-mail [email protected]

About DnB NOR
Representing more than 180 years of financial history, DnB NOR is Norway's largest financial services group, with more than 2.3 million Norwegian private individuals and more than 200,000 Norwegian corporate customers as of 30 September 2009. By offering a broad range of banking and other financial products and services, the Group aims to be the best financial partner to its customers and provide innovative solutions to their financial needs. The Group's core market is Norway and its customer base is diverse, including retail customers, large corporations and institutional clients. The Group's operations are divided into four principal business areas: Retail Banking, Large Corporates and International, DnB NOR Markets and Life and Asset Management. Please also see www.dnbnor.com.

- - - -

Disclaimer

These materials are not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Australia, Japan or Hong Kong. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act").

The Securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States."

The issue, exercise or sale of subscription rights ("Rights") and the subscription or purchase of DnB NOR shares or Rights are subject to specific legal or regulatory restrictions in certain jurisdictions. DnB NOR assumes no responsibility in the event there is a violation by any person of such restrictions.

This announcement is an advertisement. It is not a prospectus, disclosure document or offering document and does not purport to be complete. Nothing in this announcement should be interpreted as a term or condition of the rights issue. Investors should not subscribe for, purchase, otherwise acquire, sell or otherwise dispose of nil paid rights, fully paid rights and/or ordinary Shares except on the basis of information in the prospectus to be published by the company in due course in connection with the rights issue which will contain further information relating to the company as well as a summary of the risk factors to which any investment is subject. (the "Prospectus"). The Prospectus will, following publication, be available on the rights issue website at www.dnbnor.com. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire any securities offered by any person in any jurisdiction in which such an offer or solicitation is unlawful.

This document has not been approved by any regulatory authority. This document is an advertisement and not a prospectus and investors should not subscribe for or purchase any securities referred to in this document except on the basis of information provided in the prospectus to be published by DnB NOR on its website in due course.

The distribution of this announcement and/or the Prospectus into jurisdictions other than Norway may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Morgan Stanley & Co. International plc. DnB NOR Markets and Citigroup Global Markets Limited are acting for DnB NOR and no one else in connection with the rights issue and will not be responsible to anyone other than DnB NOR for providing the protections afforded to their respective clients or for providing advice in relation to the rights issue and/or any other matter referred to in this document.

Forward-looking statements

This document and any materials distributed in connection with this document may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect DnB NOR's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements, including the risks and uncertainties to be set out in the prospectus.

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SINGAPORE, SOUTH AFRICA, SWITZERLAND, JAPAN OR HONG KONG

The terms are subject to approval on the Extraordinary General Meeting to be held on 19 November 2009 at 10:00 (CET):
- The share capital of DnB NOR will be increased by NOK 2,961,452,460 through an issue of 296,145,246 new shares.
- The subscription price will be NOK 47.30 per share (this represents an implied discount to the Theoretical Ex-Rights Price of approximately 26.7 per cent).
- Shareholders who are registered in the Company's shareholder register in the VPS as of 24 November 2009 will receive subscription rights, meaning that the share will trade exclusive of the right to receive subscription rights from and including 20 November 2009 for trades subject to ordinary T+3 settlement in the VPS.
- Existing shareholders will receive 2 subscription rights for each 9 existing shares. 1 subscription right entitles the holder to subscribe and receive allocation of 1 new share.
- The subscription period will commence on 26 November 2009 and end on 10 December 2009 at 17:30 (CET).
- Trading of subscription rights will commence on 26 November 2009 and end on 7 December 2009.
- The rights issue, except for the pro rata share of the Norwegian government, is underwritten by DnB NOR's main shareholders, and by a bank syndicate consisting of Morgan Stanley and Citi. Morgan Stanley, DnB NOR Markets and Citi are acting as joint global coordinators and joint bookrunners in the rights issue.

The Board of DnB NOR has proposed terms of the rights issue announced on 25 September 2009. The rights issue is subject to approval at the Extraordinary General Meeting to be held on 19 November 2009.

Through the rights issue, the share capital of DnB NOR will be increased by NOK 2,961,452,460 through an issue of 296,145,246 new shares. Existing shareholders will be granted subscription rights giving a preferential right to subscribe for and be allocated new shares in the rights issue. Each existing shareholder will be granted 2 subscription rights for each 9 existing shares registered as being held by such existing shareholder as of 24 November 2009. Each subscription right will, subject to applicable securities laws, give the right to subscribe for and be allocated 1 new share in the rights issue. Over-subscription by holders of subscription rights and subscription for shares without subscription rights will be permitted. Further details of the terms of the rights issue will be described in the prospectus to be released on or about 26 November 2009.

The subscription rights will be tradable and listed on Oslo Børs with ticker "DNBNOR T" from 26 November 2009 to end of trading on 7 December 2009. Any subscription rights not used or sold during the subscription period will lapse and cease to carry any value.

The subscription price per new share in the rights issue is NOK 47.30 per share. In line with current market practice, the subscription price corresponds to a discount of approximately 26.7 per cent to the implied Theoretical Ex-Rights Price of NOK 64.52 based on DnB NOR's closing share price on 18 November 2009. Following completion of the rights issue, the share capital of DnB NOR will be NOK 16,287,988,610, consisting of 1,628,798,861 shares, each with a nominal value of NOK 10. The rights issue will result in gross proceeds to DnB NOR of NOK 14,007,670,136.

In connection with the rights issue, underwriting agreements have been entered into with Morgan Stanley, Citi, the DnB NOR Savings Bank Foundation (Sparebankstiftelsen DnB NOR) and the National Insurance Fund (Folketrygdfondet), which on certain conditions guarantee subscription of all the shares to be offered in the rights issue except for the pro rata share of the Norwegian government. The subscription by the Norwegian government of its pro-rata share is one of the conditions for the underwriting.

Expected timetable for the rights issue:

On or about 25 November 2009 Subscription rights distributed to VPS registered shareholders according to the record date transcript

On or about 26 November 2009 Publication of prospectus

26 November 2009 to end of trading 7 December 2009 Trading in subscription rights

Any changes to this timetable will be announced through the Oslo Børs information system.

All information related to the rights issue will be made available on www.dnbnor.com
For further information, please contact:

Bjørn Erik Næss, CFO, tel. +47 415 05 201, e-mail [email protected]

Per Sagbakken, EVP, Investor Relations, tel. +47 906 61 159, e-mail [email protected]

Trond Bentestuen, EVP, Corporate Communications, tel. +47 950 28 448, e-mail [email protected]

About DnB NOR
Representing more than 180 years of financial history, DnB NOR is Norway's largest financial services group, with more than 2.3 million Norwegian private individuals and more than 200,000 Norwegian corporate customers as of 30 September 2009. By offering a broad range of banking and other financial products and services, the Group aims to be the best financial partner to its customers and provide innovative solutions to their financial needs. The Group's core market is Norway and its customer base is diverse, including retail customers, large corporations and institutional clients. The Group's operations are divided into four principal business areas: Retail Banking, Large Corporates and International, DnB NOR Markets and Life and Asset Management. Please also see www.dnbnor.com.

Disclaimer

These materials are not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Australia, Japan or Hong Kong. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act").

The Securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States."

The issue, exercise or sale of subscription rights ("Rights") and the subscription or purchase of DnB NOR shares or Rights are subject to specific legal or regulatory restrictions in certain jurisdictions. DnB NOR assumes no responsibility in the event there is a violation by any person of such restrictions.

This announcement is an advertisement. It is not a prospectus, disclosure document or offering document and does not purport to be complete. Nothing in this announcement should be interpreted as a term or condition of the rights issue. Investors should not subscribe for, purchase, otherwise acquire, sell or otherwise dispose of nil paid rights, fully paid rights and/or ordinary Shares except on the basis of information in the prospectus to be published by the company in due course in connection with the rights issue which will contain further information relating to the company as well as a summary of the risk factors to which any investment is subject. (the "Prospectus"). The Prospectus will, following publication, be available on the rights issue website at www.dnbnor.com. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire any securities offered by any person in any jurisdiction in which such an offer or solicitation is unlawful.

This document has not been approved by any regulatory authority. This document is an advertisement and not a prospectus and investors should not subscribe for or purchase any securities referred to in this document except on the basis of information provided in the prospectus to be published by DnB NOR on its website in due course.

The distribution of this announcement and/or the Prospectus into jurisdictions other than Norway may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Morgan Stanley & Co. International plc. DnB NOR Markets and Citigroup Global Markets Limited are acting for DnB NOR and no one else in connection with the rights issue and will not be responsible to anyone other than DnB NOR for providing the protections afforded to their respective clients or for providing advice in relation to the rights issue and/or any other matter referred to in this document.

Forward-looking statements

This document and any materials distributed in connection with this document may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect DnB NOR's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements, including the risks and uncertainties to be set out in the prospectus.

Shareholders in DnB NOR ASA are invited to attend an Extraordinary General Meeting to be held at 10:00 (CET) on Thursday, 19 November 2009 at DnB NOR's premises in Kirkegaten 21, Oslo, Norway. On the agenda is a proposal to conduct a share capital increase by way of a rights offering and amendments to the company's Articles of Association.

Please find attached the Notice of Extraordinary General Meeting in DnB NOR ASA.

Sparebankstiftelsen DnB NOR has sold 18.5 million shares in DnB NOR ASA to finance targeted participation in the DnB NOR rights issue.

Reference is made to the stock exchange notice of 23 October 2009. Sparebankstiftelsen DnB NOR ("Sparebankstiftelsen") has sold 18,500,000 shares in DnB NOR ASA at NOK 68.50 per share. ABG Sundal Collier and DnB NOR Markets were joint bookrunners in the sales process.

After the transaction, Sparebankstiftelsen owns 133,344,864 shares in DnB NOR ASA (~10% of total outstanding shares).

The proceeds from the placing will be used to subscribe for new shares in the upcoming rights issue in DnB NOR.

Contact persons:
Frode Helgerud, CEO, mobile +47 90 51 85 24
Arne Huser, Director Financial Investments, mobile +47 95 75 38 62

DnB NOR recorded profits of NOK 1 760 million in the third quarter of 2009. Compared with the second quarter of 2009, profits were up NOK 1 117 million, while there was a reduction from NOK 2 810 million in the third quarter of 2008.

After minority interests, profits attributable to DnB NOR's shareholders totalled NOK 2 167 million in the third quarter of 2009, compared with NOK 1 200 million in the second quarter and NOK 2 829 million in the year-earlier period.

"DnB NOR's profit figures reflect a rise in income in a still uncertain market situation. There is a positive underlying trend, especially in Retail Banking and Vital. The cost programme has positive effects, and write-downs on loans are within previous estimates. In addition, we are strengthening equity through a NOK 14 billion rights issue later this year, which will make us well positioned for future growth," says group chief executive Rune Bjerke.

Third quarter 2009
· Pre-tax operating profits before write-downs were NOK 5.0 billion (4.4)
· Profit for the period was NOK 1.8 billion (2.8)
· Profit after minority interests was NOK 2.2 billion (2.8)
· Earnings per share were NOK 1.63 (2.12)
· Return on equity was 10.6 per cent (15.5)
· The cost/income ratio, excluding impairment losses for goodwill, was 46.9 per cent (50.6)
· The core capital ratio, including 50 per cent of interim profits, was 7.6 per cent (6.7)
· Upon full implementation of the Basel II IRB system, the core capital ratio will be 8.8 per cent

January through September 2009
· Pre-tax operating profits before write-downs were NOK 14.6 billion (10.5)
· Profit for the period was NOK 5.3 billion (7.3)
· Profit after minority interests was NOK 6.5 billion (7.2)
· Earnings per share were NOK 4.85 (5.39)
· Return on equity was 10.7 per cent (13.0)
· The cost/income ratio, excluding impairment losses for goodwill, was 48.0 per cent (55.6)

Comparable figures for 2008 in parentheses.

Rise in interest and operating income
Net interest income was NOK 5 740 million in the third quarter of 2009, up NOK 49 million from the year-earlier period. There was a NOK 87 million increase in net interest income compared with the second quarter of 2009. Net other operating income amounted to NOK 3 951 million, up 26.1 per cent from the third quarter of 2008.

"Due to the financial market recovery, both DnB NOR Markets and Vital recorded sound profits. Income from payment services also showed a positive trend, while the upturn in the housing market gave a boost in income from real estate broking," says Rune Bjerke.

Stable lending volumes
There was a decline in average lending volumes during the third quarter due to exchange rate movements. Adjusted for exchange rate effects, lending volumes were virtually unchanged from year-end 2008, reflecting a reduction in credit demand.

"During the financial crisis, we have focused on assisting our customers and maintaining sound business relations," says Bjerke.

Write-downs on loans within previous estimates
The effect of write-downs on loans in the income statement was NOK 2 277 million, a slight decline from the second quarter and within estimated write-downs of NOK 8-10 billion for the whole of 2009.

"There was a decline in write-downs in DnB NORD compared with the second quarter. There was a stable level of individual write-downs in other operations, while there was an increase in group write-downs during the quarter. Over the past year, the Group has stepped up its efforts considerably to ensure the value of problem commitments," underlines Rune Bjerke.

Cost reductions
There was a positive cost trend during the quarter, with a NOK 90 million decline in costs from the second quarter. The initiatives to create a more integrated group had significant effects on Norwegian-related operations, while market adjustments reduced costs both in and outside Norway.

Very sound liquidity
Through the swap scheme with Norges Bank, DnB NOR has built up a significant liquidity reserve through 2009. In addition, access to and prices of capital market funding improved considerably during the summer, which gives the Group a sound platform for the future. During the third quarter, Moody's downgraded DnB NOR's credit rating by two notches to Aa3. The corresponding rating from Standard and Poor's is AA-. This places the bank in a small, exclusive group of financial institutions with a double A rating from both large rating agencies and is of great significance with respect to funding opportunities.

Equity strengthening
The core capital ratio, including 50 per cent of interim profits, increased from 7.3 per cent at end-June to 7.6 per cent at end-September. On 24 September 2009, DnB NOR's Board of Directors proposed to strengthen equity by NOK 14 billion through an issue of ordinary shares with pre-emptive subscription rights for existing shareholders.

"The capital increase will make the Group better positioned for stricter capital adequacy requirements while enabling a swifter return to its long-term dividend policy. Moreover, the transaction will enhance the Group's ability to meet customers' future financing needs and to pursue profitable business opportunities as part of its future growth strategy," says Rune Bjerke.

Including capital from the rights issue, the core capital ratio would have been 11.4 per cent at end-September 2009 based on full implementation of the new capital adequacy regulations and including 50 per cent of interim profits.

Sustainable development
During the third quarter of 2009, DnB NOR qualified for inclusion in the Dow Jones World Sustainability Index, which means that the Group is regarded as being among the top 10 per cent within its industry worldwide in terms of sustainability with respect to economic, environmental and social factors.

Contact person:
Trond Bentestuen, group executive vice president, Marketing and Communications,
tel.: +47 950 28 448

This press release is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act").

The Securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States.

The quarterly report, presentation and Supplementary Information for Investors and Analysts can be downloaded from www.dnbnor.com

Annual accounts 2009 (preliminary figures): 11 February
Annual General Meeting 2009: 27 April
Ex-dividend date: 28 April
First quarter 2010: 29 April
Second quarter 2010: 9 July
Third quarter 2010: 28 October