Stock and press releases

DNB ASA held an Extraordinary General Meeting on 30 November 2020. The General Meeting was held digitally as a result of the measures introduced due to the COVID-19 outbreak.

All items on the agenda were adopted as proposed, cf. the notice published on 6 November 2020, and the General Meeting decided to:

• approve the merger plan regarding the merger with DNB Bank ASA
• authorise the Board of Directors to decide a dividend for 2019 of up to NOK 9 per share
• authorise the Board of Directors to buy back shares

The ex-dividend day will be announced if/when the Board of Directors decides to distribute a dividend for 2019.

The minutes from the General Meeting are attached.

Company information

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

This email was sent to you by DNB. Visit our website dnb.no (https://www.dnb.no/) for more information.

Contact information
For further information, please contact:
Investor contact: Rune Helland, Head of Investor Relations, tel. (+47) 23 26 84 00 / (+47) 97 71 32 50
Media contact: Thomas Midteide, Group Executive Vice President, Communications, tel.: (+47) 96 23 20 17

Shareholders in DNB ASA are invited to attend the Extraordinary General Meeting to be held on Monday 30 November 2020 at 15:00. 

Due to the corona situation, the Extraordinary General Meeting will be held digitally, using electronic voting. 

Agenda: Proposals to merge with DNB Bank ASA, authorisation to the Board of Directors to decide a dividend for 2019 of up to NOK 9 per share, and authorisation to the Board of Directors to buy back shares.

The notice of the Extraordinary General Meeting is attached. 

Company information 
This information is subject to the disclosure requirements according to section 5-12 of the Norwegian Securities Trading Act. 
This email was sent to you by DNB. Visit our website dnb.no (https://www.dnb.no/) for more information. 

Contact information 
For further information, please contact:
Investor contact: Rune Helland, Head of Investor Relations, tel. (+47) 23 26 84 00 / (+47) 97 71 32 50 
Media contact: Thomas Midteide, Group Executive Vice President, Communications, tel.: (+47) 96 23 20 17

On 21 October 2020 the Board of Directors of DNB ASA decided, in a board meeting, to call an Extraordinary General Meeting on 30 November 2020 for the consideration of the following items:

1) Approval of merger plan

On 23 December 2019, the company announced that the DNB Group had initiated a merger process between DNB ASA and DNB Bank ASA. On 2 July 2020, it was announced that the Ministry of Finance had given its approval to change the group structure in order for DNB Bank ASA to be the new parent company.

The Board of Directors of DNB ASA and DNB Bank ASA have signed a joint merger plan, in which it is proposed that the companies' extraordinary General Meetings approve a merger of the two companies through a reverse subsidiary merger, involving the transfer of all DNB ASA's assets, rights and obligations to DNB Bank ASA. Once the merger has been implemented, DNB ASA will be dissolved. At the same time, the shareholders of DNB ASA will receive one share in DNB Bank ASA for each share they own in DNB ASA, meaning that they will collectively hold all the shares in DNB Bank ASA. The implementation of the merger is, among other things, conditional on obtaining the necessary approvals from relevant authorities. The merger plan with annexes, including the Boards of Directors' joint report on the merger, will soon be made available here. The merger is scheduled to be completed mid-2021, with accounting and tax effect from 1 January 2021.

2) Authorisation to the Board of Directors to decide the distribution of dividends for the accounting year of 2019

The Board of Directors of DNB ASA proposes that the Extraordinary General Meeting authorises the Board of Directors to decide the distribution of dividends for the accounting year of 2019, with an upper limit of NOK 9 per share. This dividend limit is in accordance with the allocation of the annual profit for 2019, which was approved by the company's Annual General Meeting earlier this year. It is proposed that the authorisation shall apply from 1 January 2021 until the Annual General Meeting in 2021. During this period, the Board of Directors will consider the basis for the payment of dividends for 2019, including the company's financial position, the economic outlook and any new expectations from the authorities relating to the payment of dividends. 

3) Authorisation to the Board of Directors to buy back shares

The Board of Directors of DNB ASA proposes that the Extraordinary General Meeting authorises the Board of Directors to buy back shares representing up to 4.0 per cent of the company's share capital. The shares shall be purchased in the open market, except for shares that are repurchased from the Ministry of Trade, Industry and Fisheries. It is proposed that the authorisation shall apply from 1 January 2021 until the Annual General Meeting in 2021. The authorisation cannot be used until it has been approved by the Financial Supervisory Authority of Norway.

DNB ASA will, within the statutory time limit, send a notice of the Extraordinary General Meeting to the company's shareholders, and announce a more detailed description of the items for consideration and the proposed resolutions.

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

The information in this statement is subject to the disclosure requirements pursuant to section 5-12 of the Securities Trading Act.

DNB's profit for the third quarter of 2020 was NOK 5 546 million, which was NOK 513 million lower than in the corresponding period last year. Despite a higher level of uncertainty than normal, the bank is experiencing high activity and healthy growth.

Although COVID-19 and developments in the levels of infection in society still give cause for concern, the Norwegian economy continued to recover in the third quarter. DNB's activity level was less affected by the pandemic than expected this quarter.

"The bank's position is rock-solid and the recovery of the Norwegian economy has in a number of areas progressed at a faster pace than many had feared. This has enabled us to help many of our customers fulfil their housing dreams or invest in their businesses this quarter. The growth in lending to personal customers and small and medium-sized enterprises has been particularly good, with a quarterly growth of 1.4 and 1.8 per cent, respectively, which we didn't envisage six months ago," says CEO Kjerstin Braathen.

Lower interest rates and high activity

Net interest income ended at NOK 9 298 million in the third quarter. This was NOK 686 million less than in the corresponding quarter last year and can be ascribed to record-low interest rates in Norway and internationally.

"The low interest rate is affecting all banks, including DNB. In the months following the lockdown we have had much more customer contact than normal, and customers' needs have varied greatly. While some are still struggling, there are also many companies that have opened their doors again, and many employees who are back at work. The record-low interest rates have given our personal customers increased purchasing power, while creating opportunities and growth for a large number of our corporate customers," says Braathen.

Commission and fee income amounted to NOK 2 372 million in the third quarter, which is NOK 49 million higher than in the corresponding quarter last year. This income is closely linked to the level of activity among DNB's customers in various areas. DNB's life insurance company DNB Livsforsikring and associated companies such as Fremtind also contributed to the positive result.

"We are seeing a high level of customer activity in areas such as mutual funds savings, capital raising and real estate broking. This leads to increased revenues, which also benefit us in DNB," says Braathen.

Other income totaled NOK 4 109 million in the quarter, down NOK 449 million from the corresponding quarter last year. The decrease is mainly due to lower capital gains on financial instruments.

Lower losses

DNB's impairment provisions in the quarter amounted to NOK 776 million, which is NOK 471 million lower than in the corresponding quarter last year. The impairment provisions for oil-related industries ended at NOK 1 037 million, but were somewhat offset by NOK 360 million in reversals in the personal customers market, due to a very robust customer portfolio.

The situation remains challenging in parts of the oil-related industry. The oil, gas and offshore segment has accounted for more than 60 per cent of the Group's impairment provisions so far this year.

"There is still considerable uncertainty about how both the pandemic and the economy will develop. Our job is to support our customers by providing capital and sound advice, and we are well-equipped to do just that in the future as well," concludes Kjerstin Braathen.

DNB's capital adequacy is record high, with a common equity Tier 1 capital ratio of 18.9 per cent. The bank has called an extraordinary General Meeting to consider the authorisation of the Board of Directors to decide on the possible payment of dividends (see separate statement to Oslo Børs).

Financial key figures for the third quarter of 2020 (compared with figures for the corresponding quarter in 2019):

• Pre-tax operating profit before impairment amounted to NOK 7.7 billion (8.9)
• Profit for the quarter was NOK 5.5 billion (6.1)
• Earnings per share were NOK 3.41 (3.64)
• Return on equity was 9.5 per cent (10.9)
• Cost/income ratio was 42.5 per cent (38.8)
• Common equity Tier 1 (CET1) capital ratio was 18.9 per cent (18.3)

The expected tax rate for 2020 remains unchanged at 20 per cent, and for 2021 and 2022, the new expectation is 23 per cent.

Details concerning DNB's results can be found on ir.dnb.no.

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, 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 third quarter of 2020 on Thursday 22 October at 7.30 a.m. CET.

9:45 a.m. CET: Presentation
CEO Kjerstin Braathen and CFO Ottar Ertzeid present the results at a live streamed press conference. A broadcast will be available on the Investor Relations pages at ir.dnb.no.

1:30 p.m. CET: Conference call for analysts and investors
Click here to register for the call and receive call in details.        
The phone conference (listen-only mode) and a recording of this will be available on the Investor Relations pages at ir.dnb.no.

Contacts:
Rune Helland, Head of IR, phone: +47 23 26 84 00 / mobile: +47 977 13 250
Thor Tellefsen, Long Funding, phone: +47 23 26 84 04 / mobile: +47 915 44 385

DNB will publish its results for the third quarter of 2020 on Thursday 22 October at 7:30 CET.

9:45 CET: Presentation
CEO Kjerstin Braathen and CFO Ottar Ertzeid present the results at a live streamed press conference. A broadcast will be available on the Investor Relations pages at ir.dnb.no.

13:30 CET: Conference call for analysts and investors
Click here to register for the call and receive call in details.        

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