DNB Bank ASA

M&A Activity • Jun 7, 2021

Final extension of the offer period, final increased Offer Price of NOK 108.85 per share and fulfilment of revised minimum acceptance condition of 2/3 for the offer for all Shares in Sbanken ASA

Final extension of the offer period, final increased Offer Price of NOK 108.85 per share and fulfilment of revised minimum acceptance condition of 2/3 for the offer for all Shares in Sbanken ASA

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, 7 June 2021

Reference is made to the offer document dated 23 April 2021 (the "Offer

Document") for the recommended voluntary offer (the "Offer") by DNB Bank ASA

(the "Offeror") to acquire all outstanding shares (the "Shares") in Sbanken ASA

(the "Company") not already owned by the Offeror against a consideration in cash

of NOK 103.85 per Share (subject to adjustment as set out in the Offer Document)

(the "Offer Price"). Reference is also made to the stock exchange release from

the Offeror on 24 May 2021 where the acceptance period of the Offer (the "Offer

Period") was extended until 7 June 2021 at 16:30 hours (CEST).

The Offeror hereby announces a second and final extension of the Offer Period

until 14 June 2021 at 16:30 hours (CEST) in accordance with Sections 3.3 (Offer

Period) and 3.8 (Amendments to the Offer) of the Offer Document. There will be

no further extensions of the Offer Period.

The Offeror further announces an increase of the Offer Price to NOK 108.85

(subject to adjustment pursuant to section 3.2 (Offer Price) of the Offer

Document and the other terms and conditions as set out in the Offer Document) in

accordance with Section 3.8 (Amendments to the Offer) of the Offer Document.

Shareholders in the Company who have already accepted the Offer will also

benefit from the increased Offer Price. This is the Offeror's best and final

Offer Price.

As of the date hereof at 15:50 hours CEST, the Offeror owns 10,576,419 Shares

(equalling approximately 9.9% of the Shares) and has received acceptances of the

Offer for 69,478,963 Shares (equalling approximately 65.0 % of the Shares),

totalling 74.9% of the outstanding Shares and votes in the Company. Accordingly,

the Offer has been accepted by shareholders representing (when taken together

with the Shares owned by the Offeror) more than 2/3 of the issued and

outstanding share capital and voting rights of the Company on a Fully Diluted

basis (as defined in the Offer Document).

The Offeror has decided to partially waive the closing condition for the Offer

relating to "Minimum Acceptance" (as described in section 3.4 (Conditions for

completing the Offer) of the Offer Document) by reducing the acceptance

threshold from 90% down to 2/3. This means that the closing condition for the

Offer relating to "Minimum Acceptance" has been satisfied, subject to all

acceptances received as of today being valid and not subject to any third party

consents in respect of pledges or other rights.

As a consequence of the extension of the Offer Period, the settlement of the

Offer may be postponed correspondingly. Settlement of the Offer shall take place

no later than ten (10) business days after the date on which the Offeror has

announced that the closing conditions for the Offer relating to "Regulatory

Approvals", as described in the Offer Document, have been fulfilled or waived by

the Offeror. See Section 3.4 (Conditions for completion of the Offer) of the

Offer Document for further information.

The Oslo Stock Exchange has in its capacity as take-over authority of Norway

approved the extension of the Offer Period and the increase of the Offer Price.

The other terms and conditions of the Offer (except for the waiver of the

closing condition relating to "Minimum Acceptance" down to 2/3 as described

above) will remain unchanged and as set out in the Offer Document.

The Company's Board of Directors maintains its recommendation of the Offer on

the terms and conditions described in the Offer Document and as included in the

Offer Document Appendix 1. The Company has also confirmed to the Offeror that it

is currently not aware of any other offers or proposals for an acquisition of

the Company's Shares or any other Competing Offer (as defined in the Offer

Document).

Completion of the Offer is subject to the fulfilment or waiver by the Offeror of

the conditions for completion of the Offer set out in the Offer Document. Except

for the waiver of the closing condition relating to "Minimum Acceptance" down to

2/3 as described above,  as of the date hereof, none of the conditions that

require any action in order to be fulfilled have been fulfilled, and none of the

conditions that refers to events that shall not occur have, to the Offeror's

knowledge, occurred. The complete terms and conditions for the Offer, including

procedures for how to accept the Offer and detailed information regarding

settlement, are set out in the Offer Document, with the amendments as described

herein.

Acceptances of the Offer already received will remain binding and there is no

need for shareholders that have already accepted the Offer to take any further

action to confirm their acceptances or otherwise.

Shareholders that want to accept the Offer, and have not already done so, must

fill out and return the acceptance form which is included in the Offer Document

by 16:30 hours (CEST) on 14 June 2021. There will be no further extensions of

the Offer Period.

The Offer Document is, subject to regulatory restrictions in certain

jurisdictions, available at www.dnb.no/emisjoner. Subject to regulatory

restrictions in certain jurisdictions, the Offer Document may also be obtained

free of charge during ordinary business hours at the offices of the receiving

agent, DNB Bank ASA, Registrars Department, Dronning Eufemias gate 30, 0191

Oslo, Norway.

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:

Thomas Midteide, GEVP Communications & Sustainability: +47 96 23 20 17

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

the Offer:

Jesper M. Hatletveit, Head of Investor Relations, +47 95 94 00 45

Henning Nordgulen, CFO, +47 95 26 59 90

Media contact:

Kristian K. Fredheim, Head of Communications, +47 92 44 74 07

***

This information is subject to the disclosure requirements according to section

5-12 of the Norwegian Securities Trading Act.

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.