Stock and press releases

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, HONG KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

Oslo, 16 March 2022

Reference is made to the offer document dated 23 April 2021 (the "Offer Document") and subsequent stock exchange announcements, including 24 May 2021 (extension of the Offer Period until 7 June 2021), 7 June 2021 (final extension of Offer Period until 14 June 2021, reduction of minimum acceptance condition to 2/3 and an increase of the Offer Price to NOK 108.85), 1 October 2021 (Adjustment of the Offer Price to NOK 104.45 as a result of a dividend distribution from Sbanken ASA to its shareholders), 28 October 2021 (extension of the Drop Dead Date to 10 December 2021), 25 November 2021 (extension of the Drop Dead Date to 22 December 2021) and 3 December 2021 (appeal of decision by the Norwegian Competition Authority (the "NCA") and extension of the Drop Dead Date until 24:00 CEST on 6 April 2022), for the recommended voluntary offer by DNB Bank ASA (the "Offeror") to acquire all outstanding shares (the "Shares") in Sbanken ASA (the "Company" or "Sbanken") not already owned by the Offeror (the "Offer").

The Offeror has today received the decision from the Norwegian Competition Tribunal (the "NCT") on the Offeror's appeal of the decision issued on 16 November 2021 by the NCA to reject the Offeror's contemplated acquisition of Sbanken.

The NCT has concluded that there was no basis to reject the contemplated acquisition and has consequently repealed the NCA's decision. The NCT's decision is final and may not be challenged further by the NCA. Condition 2 (Regulatory Approvals) for completion of the Offer has therefore been fulfilled.

Pursuant to Section 3.10 (Settlement) of the Offer Document, the Offeror hereby confirms that that the following closing conditions of the Offer: Condition 1 (Minimum Acceptance) and Condition 2 (Regulatory Approvals) have been satisfied, and that this announcement constitutes the Settlement Notification (as defined in the Offer Document).

Settlement of the Offer will take place no later than 30 March 2022, provided that settlement of the Offer will, subject to applicable law, remain subject to Conditions 3 (No Material Adverse Change), 4 (Conduct of business), 6 (No governmental interference) and 7 (No breach of Transaction Agreement) until the settlement of the Offer. See Sections 3.4 (Conditions for completion of the Offer) and 3.10 (Settlement) of the Offer Document for further information.

On settlement and on the terms of the Offer, the Offeror will pay an Offer Price of NOK 104.45 for every Share for which the Offer has been lawfully accepted. In addition, the Offeror will pursuant to section 3.2 (Offer Price) and section 3.5 (Drop Dead Date) of the Offer Document pay interest on the Offer Price at an interest rate of 2% per annum calculated from 18 November 2021 and until settlement of the Offer. The interest will be settled together with settlement of the Offer Price. See section 3.10 (Settlement) of the Offer Document for further details on the settlement of the Offer.

Following settlement of the Offer, the Offeror will hold approximately 91.2% of the Shares and votes in the Company and intends to carry out a compulsory acquisition of the remaining shares in Sbanken pursuant to Section 4-25 of the Public Limited Liability Companies Act.

DNB Markets, a part of DNB Bank ASA, is acting as financial advisor to the Offeror. Advokatfirmaet BAHR AS is the legal advisor to the Offeror in connection with the Offer. Arctic Securities AS is acting as financial advisor and Advokatfirmaet Thommessen AS is the legal advisor to the Company in connection with the Offer.

For further information, please contact the following persons in the Offeror:

Rune Helland, Head of Investor Relations, telephone +47 97 71 32 50

Media contact:

Vibeke Hansen Lewin, EVP Media: +47 99013349

The following persons in the Company may also be contacted in connection with the Offer:

Henning Nordgulen, CFO, +47 95 26 59 90

Media contact:

Trine Hvamb, Interim Head of Communications and Sustainability, +90 70 11 17

Kari Holm Hejna, First House, +47 90 66 92 84

***

This information is information required to be made public pursuant to the EU Market Abuse Regulation and section 5-12 of the Norwegian Securities Trading Act. The information was submitted by Marius Fjellbo at 17:57 CET on 16 March 2022.

The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. When published, the Offer Document and related acceptance forms will not and may not be distributed, forwarded or transmitted into or within any jurisdiction where prohibited by applicable law, including, without limitation, Canada, Australia, New Zealand, South Africa, Hong Kong and Japan. The Offeror does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

This announcement is not a tender offer document and, as such, does not constitute an offer or the solicitation of an offer to acquire the Shares. Investors may accept the Offer only on the basis of the information provided in the Offer Document. Offers will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document or registration or other requirements would apply in addition to those undertaken in Norway.

Notice to U.S. Holders

U.S. Holders (as defined below) are advised that the Shares are not listed on a U.S. securities exchange and that the Company is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder. The Offer will be made to holders of Shares resident in the United States ("U.S. Holders") on the same terms and conditions as those made to all other holders of Shares of the Company to whom an offer is made. Any information documents, including the Offer Document, will be disseminated to U.S. Holders on a basis comparable to the method that such documents are provided to the Company's other shareholders to whom an offer is made. The Offer will be made by the Offeror and no one else.

The Offer will be made to U.S. Holders pursuant to Section 14(e) and Regulation 14E under the U.S. Exchange Act as a "Tier II" tender offer, and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to the offer timetable, settlement procedures and timing of payments, that are different from those that would be applicable under U.S. domestic tender offer procedures and law.

Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase, Shares or any securities that are convertible into, exchangeable for or exercisable for such Shares outside the United States during the period in which the Offer remains open for acceptance, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. To the extent information about such purchases or arrangements to purchase is made public in Norway, such information will be disclosed by means of an English language press release via an electronically operated information distribution system in the United States or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisors to the Offeror may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities.

Neither the SEC nor any securities supervisory authority of any state or other jurisdiction in the United States has approved or disapproved the Offer or reviewed it for its fairness, nor have the contents of the Offer Document or any other documentation relating to the Offer been reviewed for accuracy, completeness or fairness by the SEC or any securities supervisory authority in the United States. Any representation to the contrary is a criminal offence in the United States.

Kim Wahl, member of the Board of Directors in DNB Bank ASA, has 10 March 2022 bought 13 000 shares in DNB Bank ASA at a share price of NOK 186.5182. See attachment for further details.

This information is subject to the disclosure requirements according to Section 5-12 of the Norwegian Securities Trading Act.

The DNB Group's Annual Report, including Sustainability report and Pillar 3 report for 2021, are published today, 10 March 2022, on DNB's website ir.dnb.no.

For further information:

Investor contacts:

Rune Helland, Head of Investor Relations, tel. (+47) 23 26 84 00 / (+47) 977 13 250

Thor Tellefsen, Head of Long-Term Funding, tel. (+47) 915 44 385

Media contact:

Thomas Midteide, Group Executive Vice President, Communication & Sustainability, tel. (+47) 962 32 017

This information is subject to the disclosure requirements according to Section 5-12 of the Norwegian Securities Trading Act.

Oslo, 11 February 2022

Today, 11 February 2022, a total of 9,704 shares in DNB Bank ASA were acquired on behalf of certain of DNB's primary insiders, who are part of the Group Management team. The share purchase was executed collectively at an average price per share of NOK 212.7924

The shares were purchased in accordance with the share programme that was approved by the Annual General Meeting on 30 June 2020. Shares that are acquired through the programme have a holding period, which lasts for as long as the person holding the shares is part of the Group Management team. Upon leaving the Group Management team, the shares are released in stages over a period of three years.

A list of the primary insiders of DNB Bank ASA, who have increased their shareholding, is attached.

This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

DNB's profit for the fourth quarter of 2021 was NOK 6 155 million, an increase of NOK 881 million from the corresponding quarter last year.

The reopening of society has boosted the level of activity in the Norwegian economy. With unemployment back at a pre-pandemic level and companies showing a high willingness to invest, DNB is experiencing a rush of customer enquiries.

"This growth reflects the strong resilience of the Norwegian business community, and once again large parts of the business sector are going at full speed. We are pleased to see that many of our corporate customers are including us in their growth plans. Activity has been historically high in DNB Markets this quarter, and we have raised capital for ensuring growth and creating new jobs. We have also seen strong growth in loans to companies," says CEO Kjerstin Braathen.

Prospera has named DNB the best-liked bank among large corporate customers in Norway, after interviewing 1 145 major Norwegian companies in 2021.

After a year of high activity and good results in all areas of the bank, DNB is in a very solid financial position. At the Annual General Meeting, the Board of Directors will propose a dividend of NOK 9.75 per share for 2021, in line with the Group's dividend policy. 

Record-high activity resulting in profitable growth

Increased customer activity also contributed to a growth in net interest income of NOK 806 million, or 8.5 per cent, compared with the fourth quarter of 2020, despite historically low interest rates in the market.

Income from customer-driven activities (commission and fee income) increased by NOK 555 million, or 22.2 per cent, compared with the corresponding quarter last year. This growth was mainly driven by higher income from DNB Markets and long-term saving, in addition to income from money transfer and banking services. 

Loans to customers increased by NOK 56.8 billion, or 3.6 per cent, during the course of 2021. Customer deposits increased by NOK 140.6 billion, or 12.7 per cent, during the same period. 

A driving force for sustainable transition

During the course of 2021, DNB strengthened its expertise on renewable value chains, as well as its focus on this area. The bank aims to be a driving force for sustainable transition and will facilitate financing of NOK 1 500 billion for the sustainable transition by 2030. 

"We are well on the way to achieving this ambitious goal, and last year we financed or facilitated sustainable activities worth more than NOK 200 billion, together with our customers. We are receiving a great number of enquiries from companies that are developing new technology or undergoing a sustainable transition. This reinforces my belief that banks and the business sector will play a key role in achieving the ambitions of the Paris Agreement," says Braathen.

Financial key figures for the fourth quarter of 2021 (figures for the corresponding quarter in 2020):

• Pre-tax operating profit before impairment amounted to NOK 8.2 billion (6.8)
• Profit was NOK 6.2 billion (5.3)
• Earnings per share were NOK 3.79 (3.28)
• Return on equity was 10.3 per cent (8.9)
• Cost/income ratio was 43.9 per cent (48.8)
• Common equity Tier 1 (CET 1) capital ratio was 19.4 per cent (18.7)

Financial key figures for 2021 (corresponding figures for 2020):

• Pre-tax operating profit before impairment amounted to NOK 31.9 billion (33.0)
• Profit for the year was NOK 25.4 billion (19.8)
• Earnings per share were NOK 15.74 (12.04)
• Return on equity was 10.7 per cent (8.4)
• Cost/income ratio was 43.0 per cent (41.5)

DNB's financial ambitions remain unchanged: a return on equity (ROE) above 12 per cent, a cost ratio (C/I) of less than 40 per cent and a long-term dividend policy where more than half of the annual profit is to be paid out to our owners. DNB's ambition for the capital level (CET1 capital ratio) has been adjusted from 17.1 to 17.6 per cent to reflect new capital expectations from Finanstilsynet (the Financial Supervisory Authority of Norway). DNB is changing its tax guidance from 22 to 23 per cent.

For further information:

Rune Helland, Head of Investor Relations, tel.: (+47) 23 26 84 00 / 97 71 32 50

Thomas Midteide, Group Executive Vice President of Communications & Sustainability, tel.: (+47) 96 23 20 17

This information is subject to the disclosure requirements pursuant to section 5-12 of the Securities Trading Act.

DNB will publish its results for the fourth quarter of 2021 on Thursday, 10 February 2022 at 07.30 CET.

The fourth quarter results will be presented at 9:30-11:00 CET the same day, at an extended presentation which also will include presentations from the Personal Banking and Wealth Management segments. A broadcast will be available on the Investor Relations website at ir.dnb.no and it will be possible to ask questions online.

Agenda:

• Kjerstin Braathen (CEO)
• Ida Lerner (CFO)
• Ingjerd Blekeli Spiten (Group EVP Personal Banking)
• Håkon Hansen (Group EVP Wealth Management)
• Q&A 

A conference call for analysts and investors will be held at 13:30 CET. Call in details: Norway +47 21 56 33 18, UK Wide +44 (0) 33 0551 0200, US +1 212 999 6659. Password: DNB Q4. Please join the call 5 minutes early to allow the operator to transfer you into the call by the scheduled start time.

The phone conference (listen-only mode) and a recording of this will be available on the Investor Relations website at ir.dnb.no.

For further information, please contact:

Investor contact: Rune Helland, head of Investor Relations, tel. (+47) 23 26 84 00 / (+47) 977 13 250

Media contact: Thomas Midteide, Group EVP, Communication & Sustainability, tel. (+47) 962 32 017

This information is subject to the disclosure requirements according to Section 5-12 of the Norwegian Securities Trading Act.