DNB Bank ASA

AGM Information • Apr 6, 2021

DNB ASA – Notice of Annual General Meeting Tuesday 27 April 2021

Shareholders in DNB ASA are invited to attend the Annual General Meeting to be held at 15:00 on Tuesday, 27 April 2021. Due to the COVID-19 situation, the General Meeting will be held digitally, using electronic voting. See the enclosed guide for more information on how to participate. The General Meeting will be opened by the Chair of the Board of Directors.

Agenda:

• Item 1 Opening of the General Meeting and selection of a person to chair the meeting
• Item 2 Approval of the notice of the General Meeting and the agenda
• Item 3 Election of a person to sign the minutes of the General Meeting along with the chair of the meeting
• Item 4 Approval of the annual accounts and directors' report for 2020
• Item 5 Authorisation to the Board of Directors for the distribution of dividends for the accounting year 2020
• Item 6 Authorisation to the Board of Directors for the repurchase of shares
• Item 7 Salaries and other remuneration to senior executives A. Report for 2020 (consultative vote)
• B. Binding guidelines (presented for approval)
• Item 8 Corporate governance
• Item 9 Approval of the auditor's remuneration
• Item 10 Proposed by shareholder the DNB Savings Bank Foundation: Consultative vote on the future design of a rule in the Articles of Association regarding the number of shareholder-elected members of the Board of Directors
• Item 11 Election of members of the Board of Directors
• Item 12 Approval of remuneration for members of the Board of Directors and the Election Committee

Votes and voting rights

DNB ASA is a Norwegian public limited liability company subject to the Norwegian Public Limited Liability Companies Act. The company has issued 1 550 365 021 shares, each giving one vote. The shares also rank equally in other respects. The company does not own any of its own shares.

The shareholders are entitled to attend the General Meeting and to vote according to the number of shares for which they are registered as owner in the Norwegian Central Securities Depository (VPS) on Tuesday, 20 April 2021, five business day prior to the General Meeting.

Neither beneficial owners nor asset managers may attend or vote at the General Meeting for shares registered in VPS in a special nominee account. If a beneficial owner wishes to attend and vote for such shares, the shares must be transferred to an account in the shareholder's own name prior to the General Meeting. Such re-registration must be documented by a transcript from VPS no later than Tuesday, 20 April 2021.

Shareholders are entitled to present alternatives to the Board of Directors' proposals under the various items on the agenda of the General Meeting, provided that the alternative proposals are within the scope of the matter under consideration.

Registration

The General Meeting will be held digitally, and it will not be possible to attend in person, in accordance with the temporary exemption from the requirement to hold a meeting with physical attendance in private limited liability companies and public limited liability companies, due to the COVID-19 pandemic. Please see the separate guide for information on how to participate.

Registration is not required to participate, but to be able to vote, you must be logged in to the technical solution when the chair of the meeting registers the attending shareholders. The login solution opens one hour before the meeting starts.

Advance votes and representation by proxy

Shareholders who wish to cast their votes in advance, may do so electronically via VPS Investor Services or DNB's web page www.dnb.no/en/agm no later than Friday, 23 April 2021 at 16:00.

Shareholders who wish to be represented by proxy may give proxy electronically via VPS Investor Services or on DNB's web page www.dnb.no/en/agm no later than Friday, 23 April 2021 at 16:00. Shareholders may also submit the attached proxy form or proxy form with voting instructions, which must be received by DNB by the same deadline.

If proxy is given to the Chair of the Board of Directors, the proxy form with voting instructions should be completed. If the voting instructions are not filled out, this will be interpreted as an instruction to vote in favour of the Board of Directors' proposals set out in the notice of the Annual General Meeting and in favour of the Board of Directors' recommendations concerning submitted proposals.

Documents

The annual report for 2020 can be found on the company's website, www.dnb.no/en/agm, as well as more details on the matters to be considered at the General Meeting, and information about the shareholders' right to submit requests for the inclusion of individual items on the agenda and their right to require information pursuant to sections 5-11 and 5-15 of the Norwegian Public Limited Liability Companies Act.

Shareholders who wish to receive the annual report and information about items on the agenda by post are requested to send their full name and address to:

E-mail: genf@dnb.no Tel.: (+47) 906 49 698 (08:00 – 16:00)

If you have any other questions about the General Meeting, please call tel. (+47) 941 94 168. General questions relating to your shares may be directed to your own bank. DNB customers can contact customer service on tel. (+47) 915 04 800.

Oslo, 6 April 2021

Olaug Svarva Chair of the Board of Directors

Ref.no.:

Pin code:

Shareholder register date: 20 April 2021 Deadline for registering advance votes and instructions: 23 April 2021

The Annual General Meeting in DNB ASA will be held digitally, using electronic voting, on 27 April 2021 at 15:00.

Advance voting

Advance voting may be used for this General Meeting. Deadline for registering advance votes: 23 April 2021 at 16:00. Advance votes must be submitted electronically, via the company's website www.dnb.no (use the PIN code and reference number provided above) or via VPS Investor Services. In VPS Investor Services, select Corporate Actions and General Meeting.

Registration

The Annual General Meeting will be held digitally, and it will not be possible to attend in person. Please see the separate guide for information on how to participate. Registration is not required to participate, but to be able to vote, you must be logged in to the technical solution when the chair of the meeting registers the attending shareholders. The login solution opens one hour before the meeting starts.

Please note that shareholders who do not wish to participate digitally or vote in advance have the opportunity to appoint another person as proxy. This can be done using the forms below:

Ref.no.: Pin code:

Proxy form without voting instructions for the Annual General Meeting of DNB ASA

A proxy may be given electronically on DNB's website www.dnb.no or via VPS Investor Services. When giving a proxy via DNB's website, the PIN and reference number specified above must be used. In VPS Investor Services, select Corporate Actions and General Meeting.

Alternatively, you may send the signed form by email to genf@dnb.no, or by post to DNB Bank ASA, Registrar's Department, PO Box 1600 Sentrum, NO-0021 Oslo. The proxy form must be received by DNB ASA no later than 23 April 2021 at 16:00. If the shareholder wishing to give a proxy is a company, the shareholder's certificate of registration must be submitted along with the proxy form.

If the proxy form is submitted without stating the name of the proxy, the proxy will be deemed to have been given to the Chair of the Board of Directors or the person she authorises.

The undersigned:

hereby appoints (tick):

the Chair of the Board (or the person she authorises), or

(name of proxy in block letters)

to attend the Annual General Meeting of DNB ASA on 27 April 2021 and vote for my/our shares.

Proxy form with voting instructions for the Annual General Meeting of DNB ASA

If you are unable to attend the Annual General Meeting, you may use this proxy form to give voting instructions to the Chair of the Board of Directors or the person she authorises. It is also possible to cast advance votes electronically, see separate section on this above. Voting instructions to anyone other than the Chair of the Board of Directors are to be agreed directly with an authorised proxy.

A proxy form with voting instructions cannot be registered electronically. The signed form must be sent by email to genf@dnb.no (scanned), or by post to DNB Bank ASA, Registrar's Department, PO Box 1600 Sentrum, NO-0021 Oslo. The proxy form must be received by DNB ASA no later than 23 April 2021 at 16:00. If the shareholder wishing to give a proxy is a company, the shareholder's certificate of registration must be submitted along with the proxy form.

The form must be dated and signed.

The undersigned: Ref.no.:

hereby authorises the Chair of the Board of Directors (or the person she authorises) to participate in the Annual General Meeting of DNB ASA on 27 April 2021 on my/our behalf and vote for my/our shares.

The votes are to be cast in accordance with the instructions given below. If an alternative is not ticked for an item on the agenda, this will be interpreted as an instruction to vote in favour of the recommendations of the Board of Directors and Election Committee. However, the proxy will decide how to vote if proposals are put forward in addition to, or instead of, the proposals in the notice of the meeting. If there is any doubt concerning how the instructions are to be interpreted, the proxy may abstain from voting.

Agenda for the Annual General Meeting on 27 April 2021		In favor	Against	Abstention
1.	Opening of the Annual General Meeting and selection of a person to chair the meeting
2.	Approval of the notice of the Annual General Meeting and the agenda
3.	Election of a person to sign the minutes of the Annual General Meeting along with the chair
4.	Approval of the annual accounts and directors' report for 2020
5.	Authorisation to the Board of Directors for the distribution of dividends for the accounting year 2020
6.	Authorisation to the Board of Directors for the repurchase of shares
7.	Salaries and other remuneration of senior executives a) Report for 2020 (consultative vote) b) Binding guidelines (presented for approval)
8.	Corporate governance
9.	Approval of the auditor's remuneration
10.	Proposed by shareholder the DNB Savings Bank Foundation: Consultative vote on the future design of a rule in the Articles of Association regarding the number of shareholder-elected members of the Board of Directors.
	(Shareholders that vote 'in favor' endorse keeping the Articles of Association of the merged company as adopted under the merger plan, allowing the election of up to eight shareholder-elected members of the Board of Directors. Shareholders that vote 'against' endorse eventually changing the Articles of Association, so that the Board of Directors may consist of a maximum of up to seven shareholder-elected members).
11.	Election of members of the Board of Directors a) Election of members of the Board of Directors of DNB Bank ASA, effective from the merger date
	b) Election of members of the Board of Directors of DNB ASA until the merger date
12.	Approval of remuneration for members of the Board of Directors and the Election Committee

Guide for attending DNB's digital Annual General Meeting 2021

DNB ASA will conduct this year's Annual General Meeting (AGM) digitally. This means that in order to attend the AGM, you must use a smartphone, tablet or PC to log in to a technical solution that will give you access to the live stream of the meeting. You will also have the opportunity to ask questions about and vote on the individual items on the agenda.

Each shareholder will be identified in a secure manner using the unique reference number and PIN code assigned to them and their proxy by the Norwegian Central Securities Depository (VPS) for use at the AGM.

Registration is not required to participate, but to be able to vote, you must be logged in to the technical solution when the chair of the meeting registers the attending shareholders. The login solution opens one hour before the meeting starts. The following pages give you guidance on gaining access to and participating in the AGM, as well as on digital voting.

The technical solution is being managed by DNB Bank's Registrar's Department, using software licensed by the company Lumi Ltd.

For further details on the items on the agenda and how to give a proxy, please see the notice of the Annual General Meeting.

Gaining digital access to the Annual General Meeting

Step (1)

In order to be able to participate digitally, you will need to open the Lumi solution by carrying out the steps described in either alternative a) or b):

a) Use the Lumi AGM app:

Download the Lumi AGM app from Apple's App Store or Google Play by searching for Lumi AGM.

b) Visit https://web.lumiagm.com:

Go to the Lumi AGM website at https://web.lumiagm.com on your smartphone, tablet or PC. You will need to have the latest version of Chrome, Safari, Internet Explorer 11, Edge or Firefox. Please check that your browser is compatible with the Lumi solution.

Step (2)

Once you have either downloaded the Lumi AGM app or visited https://web.lumiagm.com in your browser, you will need to enter the meeting ID specified below and then click/tap Join:

Meeting ID: 104-291-487

Step (3)

You will then need to enter your identification details:

a) Username: Reference number from VPS

b) Password: PIN code from VPS

You will be able to log in an hour before the AGM starts.

Once logged in, you will be directed to the AGM information page. Here you will find information from the company and be given the opportunity to ask questions and listen to the meeting.

Obtaining your reference number and PIN code

All shareholders registered in VPS will be assigned their own unique reference number and PIN code by the VPS system for use at the AGM. These can be obtained from VPS Investor Services.

Log in to VPS Investor Services, select Corporate Actions and then General Meeting. Click/tap ISIN to see your unique reference number (Ref.no.) and PIN code.

All shareholders registered directly in VPS have access to VPS Investor Services either through www.vps.no or through their Internet bank. Please contact your account operator if you do not have access.

Shareholders who have not ticked the option for receiving notices from the company electronically in VPS Investor Services will be sent a reference number and PIN code along with the notice of the AGM.

Shareholders registered by asset managers: Shares held in a nominee account must be transferred to an account in the actual owner's name in order to give the right to vote at the AGM. When shares are transferred to the owner's account, a reference number and PIN code are created for that account. Please contact your asset manager if you would like more information about this, and/or would like access to the reference number and PIN code so as to be able to attend the AGM digitally.

Voting

When items on the agenda are open for voting, the voting icon will appear at the bottom of the screen.

Click/tap the icon, and you will be directed to the various items and the corresponding voting options.

To vote, select your preferred option for each of the items: IN FAVOUR, AGAINST or ABSTAIN. Once you have cast your vote, you will receive confirmation on the screen that your vote has been received.

For – Vote received

You may change or cancel your vote until the chair of the meeting concludes the voting on the individual items. Your last vote will apply.

Please note that if a voting instruction has been submitted to the Chair of the Board of Directors, this will be valid unless the shareholder participates in the AGM digitally and changes the vote.

Questions about the items on the agenda

Shareholders can submit questions about the items on the agenda throughout the meeting, as long as the chair of the meeting allows this.

If you would like to ask questions about any of the items on the agenda, select the message icon .

Type your question in the message box. Once you have finished writing your question, click/tap the send button.

Submitted questions will be moderated before being sent to the chair of the meeting.

All shareholders who submit questions will be presented with their full name.

Shareholders are kindly asked to submit their questions in advance to konsernsekretariatet@dnb.no.

Download

Links will be available on the information page. When you click/tap a link, the selected document will open in your browser.

The amount of data used for the live streaming of the AGM or downloading documents via the platform will vary depending on your level of activity, the equipment you use (Android, iPhone, etc.) and your network connection (3G, 4G).