DNB ASA – Notice of Annual General Meeting Thursday, 23 April 2015 at 3.00 pm in Oslo

Shareholders in DNB ASA are invited to attend the Annual General Meeting to be held at 3.00 pm on Thursday, 23 April 2015 at DNB's premises in Dronning Eufemias gate 30, Oslo, Norway. The General Meeting will be opened and presided over by the chairman of the Supervisory Board, cf. Section 5-12 of the Norwegian Public Limited Companies Act, first subsection, and article 7-2 of the Articles of Association.

Agenda:

1 Opening of the General Meeting by the chairman of the Supervisory Board.
2 Approval of the notice of the General Meeting and the agenda.
3 Election of a person to sign the minutes of the General Meeting along with the chairman.
4 Approval of the 2014 annual report and accounts, including the distribution of dividends. (The Board of Directors has proposed a dividend of NOK 3.80 per share.)
5 Approval of the auditor's remuneration.
6 Statement from the Board of Directors in connection with remuneration to senior executives. A. Suggested guidelines (consultative vote)
B. Binding guidelines (presented for approval) 7 Corporate governance in DNB.
8 Authorisation to the Board of Directors for the repurchase of shares.
9 Election of members and deputies to the Supervisory Board.
10 Election of members, deputies, the chairman and the vice-chairman to the Control Committee.
11 Election of a member and chairman to the Election Committee.
12 Approval of remuneration rates for members of the Supervisory Board, Control Committee and Election Committee.
13 Amendments to the Articles of Association.
14 Changes in the Election Committee's instructions.

Votes and voting rights

DNB ASA is a public limited liability company subject to the provisions of the Norwegian Public Limited Companies Act. 1 628 798 861 shares have been issued in the company. Each share carries one vote at the General Meeting, and the shares also rank pari passu in other respects.

All shareholders are entitled to attend the General Meeting and to vote according to the number of shares for which the shareholder is registered as owner in the Norwegian Central Securities Depository (VPS) on Thursday, 16 April 2015, the fifth business day prior to the General Meeting.

Asset managers cannot attend or vote at the General Meeting for shares registered in special nominee accounts. In such cases, the individual shareholder must transfer the shares to an account in their own name in order to attend and vote at the General Meeting. Such re-registration must be documented by a transcript from the VPS no later than Thursday, 16 April 2015.

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.

Right to attend

All shareholders have a right to attend the General Meeting, either in person or through a proxy of their choice. Shareholders have the right to bring an adviser and give him or her the right to speak on their behalf. In addition, shareholders are entitled to ask members of the Board of Directors and the group chief executive to provide information in accordance with Section 5-15 of the Norwegian Public Limited Companies Act.

Registration

Shareholders who wish to attend the Annual General Meeting must register attendance no later than 4.00 pm on Tuesday, 21 April 2015. Shareholders who have not registered attendance within the deadline may be denied access, cf. article 7-1, third paragraph, of the Articles of Association.

Attendance can be registered electronically via VPS' Investor Services or through DNB's web page dnb.no/agm. Attendance can also be registered by sending the enclosed registration form to:

[email protected] or

DNB ASA Registrar's Department P.O. Box 1600 Sentrum NO-0021 Oslo

The registration form must be received by DNB ASA no later than 4.00 pm on Tuesday, 21 April 2015.

Advance votes and proxy

Shareholders who wish to cast their votes in advance, may do so electronically via VPS' Investor Services or through DNB's web page dnb.no/agm no later than 4.00 pm on Tuesday, 21 April 2015.

Shareholders who wish to be represented by proxy may give proxy electronically via VPS' Investor Services or through DNB's web page dnb.no/agm no later than 4.00 pm on Tuesday, 21 April 2015. Shareholders may also submit the enclosed proxy form or proxy form with voting instructions, which must be received by DNB by the same deadline.

If proxy is given to the chairman of the Board of Directors, the proxy form with voting instructions should be completed. If the proxy form is not completed, it is deemed to be an instruction to vote in favour of the Board of Directors' proposals in the notice of the General Meeting or in favour of the Election Committee's recommendation and in favour of the Board of Directors' recommendations concerning submitted proposals.

Documents

On the company's web page dnb.no/agm, the following documents concerning the Annual General Meeting can be found:

Annual Report for 2014
Information on items on the agenda
Information about shareholders' right to submit their 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 Public Limited Companies Act

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

E-mail: [email protected] Telephone no.: (+ 47) 906 49 698 (8.00 am-4.00 pm)

Other questions may be directed to telephone no. (+ 47) 990 07 994.

For administrative reasons, voting slips must be collected at the place of meeting no later than 3.00 pm.

Oslo, 27 March 2015

Eldbjørg Løwer Chairman of the Supervisory Board

Details on items on the agenda

4. Approval of the 2014 annual report and accounts, including the distribution of dividends

Reference is made to the 2014 annual report. In accordance with Section 6-37 of the Norwegian Public Limited Companies Act, third subsection, and article 4-4, items 3 and 4, of the company's Articles of Association, the Supervisory Board must submit a statement to the General Meeting regarding the approval of:

the Board of Directors' proposal for the annual report and accounts
the Board of Directors' proposal for the allocation of the profit for the year, including the distribution of dividends

At its meeting on 25 March 2015, the Supervisory Board agreed on the following statement to the General Meeting:

"The Supervisory Board of DNB ASA has examined the company's annual accounts, directors' report, auditor's report and Control Committee's report. The Supervisory Board decided to recommend that the General Meeting approve the Board of Directors' proposal for the 2014 annual report and accounts, as well as the proposed allocation of the profit for the year and the distribution of a dividend of NOK 3.80 per share to registered shareholders as at 23 April 2015, to be distributed as from 7 May 2015. The shares in DNB ASA will be quoted ex-dividend on 24 April 2015.

DNB ASA will make total dividend payments of NOK 6 189 million for 2014. The company's long-term ambition is to have a dividend payout ratio of more than 50 per cent of annual profits once the target of a minimum 14 per cent common equity Tier 1 capital ratio has been reached.

The Supervisory Board also recommends making a group contribution of NOK 875 million before tax to DNB Livsforsikring AS, which represents NOK 639 million after tax. At the same time, DNB ASA will receive a group contribution of NOK 2 525 million from DNB Livsforsikring AS. DNB ASA will thus receive a net group contribution of NOK 1 886 million after tax."

The Control Committee's annual statement will be available at the General Meeting. The statement concerning remuneration to senior executives, as described in note 51 in the annual report, will be voted on under item 6.

Proposed resolution:

The General Meeting approved the Board of Director's proposal for the 2014 annual report and accounts, as well as the proposed allocation of the profit for the year and the distribution of a dividend of NOK 3.80 per share to registered shareholders as at 23 April 2015, to be distributed as from 7 May 2015. The shares in DNB ASA will be quoted ex-dividend on 24 April 2015.

In addition, the General Meeting approved the allocation of a group contribution of NOK 875 million before tax to DNB Livsforsikring AS, which represents NOK 639 million after tax. At the same time, DNB ASA will receive a group contribution of NOK 2 525 million from DNB Livsforsikring AS. DNB ASA will thus receive a net group contribution of NOK 1 886 million after tax.

5. Approval of the auditor's remuneration

Pursuant to Section 7-1 of the Norwegian Public Limited Companies Act, second subsection, and article 7-3 of the company's Articles of Association, remuneration to the auditor must be approved by the General Meeting. The Audit Committee has considered the remuneration and presented its recommendation to the Board of Directors. The Board of Directors recommends that the Annual General Meeting approve the statutory auditor's remuneration for 2014 of NOK 550 000 for DNB ASA, compared with NOK 599 000 for 2013.

Proposed resolution:

The General Meeting approved the auditor's remuneration for the audit of DNB ASA of NOK 550 000 for 2014.

6. Statement from the Board of Directors in connection with remuneration to senior executives

According to Section 6-16a of the Norwegian Public Limited Companies Act, the Board of Directors is required to present a statement on the stipulation of guidelines for salaries and other remunerations to the chief executive and other senior executives. Pursuant to Section 5-6, third subsection of the Public Limited Companies Act, such statement shall be presented at the Annual General Meeting.

The Board of Directors' statement in note 51 to the annual accounts is based on former guidelines as presented in the annual report, the report on sound corporate governance and job descriptions. The statement is enclosed. The guidelines are divided into two parts:

A. Suggested guidelines for the coming accounting year (presented for a consultative vote)
B. Binding guidelines for shares, subscription rights, options etc. for the coming accounting year (presented for approval)

Proposed resolution:

The General Meeting carried out a consultative vote regarding the suggested guidelines for salaries and other remunerations to senior executives for the coming accounting year.

The General Meeting approved the binding guidelines for shares, subscription rights, options etc. for the coming accounting year.

7. Corporate governance in DNB

According to Section 5-6 of the Norwegian Public Limited Companies Act, the Annual General Meeting shall consider the company's account of corporate governance in compliance with Section 3-3b of the Norwegian Accounting Act.

Every year, DNB's management team and Board of Directors review the principles for corporate governance and how they function in the Group. The corporate governance chapter in the annual report (page 28) contains DNB's account of principles and practice in compliance with Section 3-3b of the Norwegian Accounting Act and the Norwegian Code of Practice for Corporate Governance.

Proposed resolution:

The Annual General Meeting duly noted the account of the Group's corporate governance principles and practice.

8. Authorisation to the Board of Directors for the repurchase of shares

According to Section 9-4 of the Norwegian Public Limited Companies Act, a company may only acquire its own shares if an authorisation has been granted by the General Meeting. As an element in the DNB Group's strategy to achieve an optimal level of equity, it is a favourable option for DNB ASA to be authorised to repurchase own shares.

The Annual General Meeting was given such an authorisation on 24 April 2014, valid for a period of 12 months. The Board of Directors has presented a proposal to the Annual General Meeting to renew the authorisation to the Board of Directors for the repurchase of shares within a limit of 2 per cent of the company's share capital in 2015. This is an extension of the authorisation given in 2014. The level is considered adequate to ensure the necessary financial flexibility in the future.

The Ministry of Trade, Industry and Fisheries has indicated a preference for the own shares acquired by DNB ASA to be redeemed in accordance with regulations in the Public Limited Companies Act on the reduction of capital. The proposed authorisation is in line with this. It is also in accordance with the Norwegian Code of Practice for Corporate Governance and the rules for prudent market conduct, cf. Section 3-12 in the Securities Trading Act.

DNB ASA has signed an agreement with the Ministry of Trade, Industry and Fisheries for the redemption of a proportional share of government holdings to ensure that the government's percentage ownership does not change as a result of the redemption of repurchased shares. This shall also ensure that the government is treated equally with shareholders who actually sell their shares.

It is proposed that DNB ASA may purchase shares at a price between NOK 10 and NOK 200 per share, which is the same as in the authorisation given in 2014.

It should be noted that a proposal will be presented to the General Meeting in DNB Bank ASA to grant the bank's Board of Directors a limited authorisation to acquire up to 0.5 per cent of the share capital in DNB ASA, thereby enabling DNB Markets to enter into hedging contracts relating to trading in derivatives and other financial instruments.

Proposed resolution:

In order to ensure an optimal level of capital in the company, the General Meeting hereby authorises the Board of Directors of DNB ASA to acquire own shares for a total face value of up to NOK 325 759 772, corresponding to 2 per cent of the company's share capital.

The shares shall be purchased in a regulated market. Each share may be purchased at a price between NOK 10 and NOK 200. Acquired shares shall be sold in accordance with regulations on the reduction of capital in the Public Limited Companies Act. The authorisation will be valid for a period of 12 months from today's date.

9. Election of members and deputies to the Supervisory Board

The Election Committee, which has consisted of Eldbjørg Løwer (chairman), Mette Wikborg, Camilla Grieg and Karl Moursund, unanimously recommends the election of the following members to the Supervisory Board, with a term of office of up to two years:

Inge Andersen	Oslo
Sondre Gravir	Akershus
Jørgen Ole Haslestad	Oslo
Nalan Koc	Troms
Thomas Leire	Vest-Agder
Torild Skogsholm	Oslo
Merete Smith	Oslo
Ståle Svenning	Sør-Trøndelag
Turid M. Sørensen	Vestfold
Gine Wang	Rogaland

In addition, the Supervisory Board comprises the following shareholder-elected members: Eldbjørg Løwer, Lars Tronsgaard, Toril Eidesvik, Camilla Grieg, Christian Printzell, Helge Møgster, Gudrun B. Rollefsen, Widar Salbuvik, Randi Eek Thorsen and Gunvor Ulstein.

In addition, the Election Committee recommends the re-election of the following deputies to the Supervisory Board, with a term of office of up to two years:

Erik Buchmann	Oslo
Harriet Hagan	Finnmark
Bente Hagem	Akershus
Liv Johannson	Oslo
Herman Mehren	Vestfold
Asbjørn Olsen	Oslo
Oddbjørn Paulsen	Nordland
Anne Bjørg Thoen	Oslo
Elsbeth Sande Tronstad	Akershus

The composition of the Supervisory Board shall reflect the Group's stakeholder groups, its customer structure and its role and position in society. A new Act on Financial Undertakings has been proposed, which will entail certain changes in the organisational structure of DNB ASA. Among other things, the Supervisory Board will no longer be a corporate body. The Board of Directors has thus proposed amendments to the Articles of Association whereby the Supervisory Board will be dissolved as of the date the new Act enters into force, but no earlier than 1 July 2015. The amendments are described in further detail in item 13.

Against this background, the Election Committee recommends the re-election of the Supervisory Board members and deputies, with a term of office of up to two years.

A detailed presentation of the candidates is enclosed.

Proposed resolution:

The General Meeting approved the Election Committee's proposed election of members and deputies to the Supervisory Board, with a term of office of up to two years.

10. Election of members, deputies, the chairman and the vice-chairman to the Control Committee

The Election Committee unanimously recommends the re-election of the following members, and among these the committee chairman and vice-chairman, with a term of office of up to two years.

Frode Hassel (chairman) Trondheim Karl Olav Hovden (vice-chairman) Akershus Ida Helliesen Oslo

In addition, the Election Committee recommends the re-election of the following deputies to the Control Committee, with a term of office of up to two years:

Ida Espolin Johnson Oslo

Ole Trasti Oslo

At least one of the members must meet the requirements for judges pursuant to Section 54, second subsection of the Act of 1915 relating to the Courts of Justice. Deputies attend all committee meetings.

A new Act on Financial Undertakings has been proposed, which will entail certain changes in the organisational structure of DNB ASA. Among other things, the Control Committee will no longer be a corporate body. The Board of Directors has thus proposed amendments to the Articles of Association whereby the Control Committee will be dissolved as of the date the new Act enters into force, but no earlier than 1 July 2015. The amendments are described in further detail in item 13.

Against this background, the Election Committee recommends the re-election of the Control Committee members, deputies, chairman and vice-chairman, with a term of office of up to two years.

A detailed presentation of the candidates is enclosed.

Proposed resolution:

The General Meeting approved the Election Committee's proposed election of three members and two deputies to the Control Committee, and among these the committee chairman and vice-chairman, with a term of office of up to two years

11. Election of a member and chairman to the Election Committee

According to article 6-1 of the current Articles of Association, the chairman of the Supervisory Board shall be a permanent member and will chair the Election Committee. Based on the new Act on Financial Undertakings, the Board of Directors has proposed dissolving the Supervisory Board as of the date the new Act enters into force, but no earlier than 1 July 2015. According to the new Articles of Association, the General Meeting will be given the mandate to elect the chairman of the Election Committee.

In order to ensure continuity in its work, the Election Committee recommends the election of Eldbjørg Løwer, the current Supervisory Board chairman, as a member and chairman of the Election Committee as of the date the Supervisory Board is dissolved. The committee proposes an election period of up to one year from the date the General Meeting passes its resolution.

Eldbjørg Løwer has not taken part in the Election Committee's discussions regarding this matter.

A detailed presentation of Eldbjørg Løwer is enclosed.

Proposed resolution:

The General Meeting approved the Election Committee's proposed election of Eldbjørg Løwer as a member and chairman of the Election Committee as of the date the Supervisory Board is dissolved, with a term of office of up to one year from the date the General Meeting passes its resolution.

12. Approval of remuneration rates for members of the Supervisory Board, Control Committee and Election Committee

Pursuant to article 7-3 of the company's Articles of Association, remuneration to the Supervisory Board, Control Committee and Election Committee must be approved by the Annual General Meeting, based on a proposal from the Election Committee.

The Election Committee has reviewed the remuneration rates. The chairman of the Election Committee did not participate in discussions regarding the remuneration to the chairman of the Supervisory Board, as she holds this position herself.

The reasons given by the Election Committee for its recommendations are that the adjustments of the remuneration rates are in line with the general wage inflation in Norway of approximately 3 per cent and that the increases are moderate.

Remuneration to the Supervisory Board:

It has been proposed to increase the chairman's annual remuneration from NOK 64 500 to NOK 66 000 and to increase the remuneration per meeting for members and deputies from NOK 3 500 to NOK 3 600.

The vice-chairman and any other person selected to chair a Supervisory Board meeting or General Meeting will receive double the ordinary Supervisory Board remuneration per meeting.

Remuneration to the Control Committee:

It has been proposed to increase the annual remuneration to the chairman from NOK 342 000 to NOK 350 000 and the remuneration to the members, deputies and vice-chairman from NOK 224 500 to NOK 230 000.

Remuneration to the Election Committee:

It has been proposed to increase the remuneration to the chairman and members of the Election Committee from NOK 3 500 to NOK 3 600 per meeting.

Proposed resolution:

The General Meeting approved the Election Committee's proposal for remuneration rates for the Supervisory Board, Control Committee and Election Committee.

13. Amendments to the Articles of Association

The proposed new Act on Financial Undertakings will entail certain changes in the organisational structure of financial undertakings. Among other things, Supervisory Boards and Control Committees will no longer be corporate bodies. In addition, changes have been proposed in the provisions regarding the composition of Boards of Directors. The proposed changes require amendments to the Articles of Association of DNB ASA.

The proposed amendments to the Articles of Association are formulated to reflect the proposed provisions in the Act on Financial Undertakings. In areas where the Act on Financial Undertakings does not contain special provisions, the amendments to the Articles of Association are based on the provisions in the Public Limited Liability Companies Act.

The proposed amendments primarily concern the Group's organisational structure, more specifically the articles pertaining to the Board of Directors, the Supervisory Board and the Control Committee. Key elements are the proposed reduction in the number of board members and the dissolution of the Supervisory Board and the Control Committee.

In addition, amendments have been proposed in the articles that give the Supervisory Board or the Control Committee decision-making authority or other mandates. Authority assigned to these bodies will be transferred to other bodies, such as the General Meeting and the Board of Directors. As an example, it has been proposed that the General Meeting should elect the board members, with the exception of the members elected by the employees. The removal of all references to the Supervisory Board and the Control Committee has also been proposed.

In addition, some of the Election Committee's current tasks will no longer be relevant, including preparations for the election of members to the Supervisory Board and the Control Committee.

According to the Articles of Association, notice of the General Meeting shall be given in advertisements in the newspaper "Aftenposten". The Board of Directors proposes that this be replaced by a requirement to publish the notice on the company's website. The notice is also announced in a statement to Oslo Børs (the Oslo Stock Exchange), even though this is not specified in the Articles of Association.

Certain adjustments of the wording have also been proposed.

Due to the proposal to remove a number of the provisions in the Articles of Association, the numbering of most of the articles will have to be changed. It has therefore been proposed that the numbers be updated to reflect the amendments.

The Board of Directors proposes that the amendments to the Articles of Association become effective as of the date Finanstilsynet (the Financial Supervisory Authoruty of Norway) approves the amendments and the Act on Financial Under-takings enters into force, but no earlier than 1 July 2015.

The Articles of Association, with changes marked, and a clean copy of the Articles of Association are enclosed.

Proposed resolution:

The General Meeting approved the proposed amendments to the Articles of Association. The amendments will become effective as of the date Finanstilsynet approves the amendments and the Act on Financial Undertakings enters into force, but no earlier than 1 July 2015.

14. Changes in the Election Committee's instructions

As stated above, the proposed new Act on Financial Undertakings will entail certain changes in the organisational structure of financial undertakings. Among other things, Supervisory Boards and Control Committees will be

dissolved. In consequence of this, the Board of Directors has proposed changes in the Election Committee's instructions.

It has been proposed to remove the references to the Election Committee's responsibility for submitting recommendations for the election of members to the Supervisory Board and the Control Committee, and for proposing their remuneration. In addition, the removal of other references to the Supervisory Board has been proposed.

In addition, it has been proposed that the Election Committee be given the mandate to submit a recommendation to the General Meeting for the election of the chairman of the Election Committee.

Finally, the Board of Directors has proposed certain adjustments of the wording.

The Board of Directors proposes that the changes in the Election Committee's instructions become effective as of the date the amendments to the Articles of Association proposed in item 13 enter into force.

The instructions, with changes marked, and a clean copy of the instructions are enclosed.

Proposed resolution:

The General Meeting approved the proposed changes in the Election Committee's instructions. The changes will become effective as of the date the new Articles of Association enter into force.

Presentation of the candidates – in alphabetical order

Inge Andersen (born 1964). Andersen completed an honours degree at the Norwegian School of Sport Sciences and started Master of Science studies, which, however, were interrupted after 18 months, when he became coach for the Swiss national cross-country team. Andersen is currently secretary general for the Norwegian Olympic and Paralympic Committee and Confederation of Sports (NIF) and was previously head of Human Relations in Finansbanken ASA and head of Organisational Development in Storebrand Bank AS. He has held a number of positions in the Norwegian Ski Federation, including sports manager for cross-country skiing and coach for the national team. Andersen is a board member in LYOGOC AS (Lillehammer Youth Olympic Games Organising Committee), which is responsible for planning and arranging the Youth Olympic Games at Lillehammer in 2016. In addition, he is a board member in Senter for Prestasjonsutvikling AS and Global Dignity Norway. He has been through and been in charge of a number of mergers and rationalisation processes. During his period as secretary general for NIF, he has worked closely with the Ministry of Culture, the Norwegian government and parliament. Andersen also works a lot for and in cooperation with the IOC in connection with international and domestic Olympic matters.

Erik Buchmann (born 1947). Buchmann has a medical degree from Copenhagen in 1975. He worked at Stensby, Ullevål and Diakonhjemmet hospitals from 1978 to 1988 and as a medical officer for the National Insurance Administration and the social security offices in the various Oslo districts from 1989 to 2001. Since 1988, he has worked as an independent specialist in internal medicine. Buchmann has held various board positions.

Sondre Gravir (born 1977). Gravir has business degrees from the Norwegian School of Economics and Business Administration and the National University of Singapore. He started his career as a consultant and project manager in McKinsey and Company in 2002 and thereafter became project director in Schibsted ASA in 2007. In 2008, he became acting CFO in Stavanger Aftenblad, where he stayed until 2009, when he became CEO in Bergens Tidende. He became CEO in Aftenposten in 2013 and CEO in Finn.no in February 2015. Gravir is a member of the international management team of Schibsted Classified Media. He has been a board member and board chairman in a number of Schibsted companies and is also a board member in Frende Skadeforsikring AS.

Harriet Hagan (born 1956). Hagan has a business degree from the Norwegian School of Economics and Business Administration in 1983. She previously worked as a purchasing officer in Kjell Arnesen AS, department head in Statoil ASA, assistant director in Borregaard Industries Ltd, ChemCell, corporate adviser in Noodt & Reiding AS and managing director of Ishavskraft AS. She has also been a member of the Supervisory Board of Storebrand ASA. Hagan has worked with investment, business development and innovation in the innovation company Origo Nord AS, including one year as CEO. Since 1 April 2014, she has been CEO of the World Heritage Rock Art Centre – Alta Museum.

Bente Hagem (born 1953). Hagem has an industrial economics degree from the Norwegian University of Life Sciences. She has been head of production and marketing at Nortura. She was employed in Statoil in 1993 and became head of gas sales and gas refining in 1998. Since 2001, she has been executive vice president and head of the Commercial Development Division in Statnett, with responsibility for customers, wholesale market settlement and international trade. Today, Hagem is head of European Affairs in Statsnett. She has been elected chairman of ENTSO-E, the European Network of Transmission System Operators for Electricity, in Brussels. She has held a number of board positions and been a board member in NSB (Norwegian State Railways), board chairman in Nord Pool Spot, a board member in Spekter and chairman of the board which is responsible for establishing an electricity auction for Europe.

Jørgen Ole Haslestad (born 1951). Haslestad has an engineering degree from the Norwegian University of Science and Technology (NTNU). He worked as COO and project engineer in Teknisk Isolering, Drammen, from 1976 to 1980, as a project engineer/manager in Kongsberg Vaapenfabrikk from 1980 to 1986 and as managing director of Kongsberg Offshore from 1986 to 1994. From 1994 to 2008, he worked in Siemens AGT, from 2001 as CEO in the Industry Solutions Division. Haslestad was president and CEO in Yara International ASA from 2008 to 2014. He now works as an independent consultant. He has previously held a number of board positions in Norwegian and international companies.

Frode Hassel (born 1948). Hassel has an MBA degree from the University of Arizona in 1973. He worked as a credit consultant in Forretningsbanken AS Trondheim from 1973 to 1975 and was employed in BN Bank in 1975, where he was managing director from 1984 to 2001. He is currently managing director of Stiftelsen Nordenfjeldske Bykreditt. He has previously been board chairman in the Association of Norwegian Mortgage Companies and BNkreditt, vicechairman of the board in the Norwegian Bankers' Association and a board member at Oslo Børs.

Ida Helliesen (born 1947). Helliesen is a graduate of the Norwegian School of Economics and has completed an Advanced Management Program (AMP) at Harvard. Her previous positions include chief financial officer in Hydro, CFO and head of staff in Hydro's fertilizer operation (now Yara), commercial director of Hydro's power division and deputy director general in the Ministry of Finance. Helliesen has extensive experience from serving on boards of directors from, among others, Norges Bank, Aker Solutions, Entra Eiendom, Storebrand Bank, Statistics Norway and Naturkraft (board chairman). She has also been chairman of the Board of Directors' Audit Committee in both Aker Solutions and Norges Bank and a member of the Council on Investment Strategy for the Government Pension Fund - Global. Helliesen is currently a board member in Skagerak Energi and NORTEK AS. She has key competencies within finance, restructurings, M&A, the stock exchange listing of Yara, the demerger of Hydro's oil and gas operations, strategic issues, IR and internal control in large companies, as well as experience from boards of directors and audit committees in listed and privately owned companies within banking and public administration.

Karl Olav Hovden (born 1944). Hovden has a law degree from the University of Oslo. Between 1974 and 2004, he held a number of positions in the Gjensidige NOR Group and served on various credit committees. He was group executive vice president in Union Bank of Norway from 1987 and throughout the last banking crisis. From 1999 to 2004, he was deputy CEO with responsibility for, among other things, group finance and strategy. After the DnB NOR merger, he was deputy CEO with responsibility for strategy, development and corporate communications until he retired in 2005. He played a key role in all merger processes in the Gjensidige NOR system, up to the merger between Gjensidige NOR and DnB.

Liv Johannson (born 1940). Johannson is trained as a special educationist and has worked in the school system and as an expert witness in the legal system. She also works as a mediator at the Oslo Conciliation Board. Arranges various courses for parents, children and teachers. She has been a member of the Oslo City Council and School Council for many years and was a deputy member of the Board of Directors in Gjensidige NOR Sparebank ASA.

Ida Espolin Johnson (born 1964). Johnson has a law degree from the University of Oslo and works as a lawyer in Kyllingstad Kleveland Advokatfirma DA. She was previously executive vice president Life Insurance, executive vice president Group Services and general counsel in KLP, as well as a partner in the law firm Steenstrup Stordrange. Johnson has held a number of board positions in the KLP Group and has been a board member in VPS Holding AS, VPS ASA and VPS Clearing ASA. She has also been board chairman in Harpun Reklamebyrå AS and a board member in the law firm Steenstrup Stordrange and Venturefondet AS. Johnson has been a member of the election committee for Oslo Børs VPS Holding and a member of Verdipapirmarkedslovutvalget. She is currently a board member in Pensjonskassen for helseforetakene i hovedstadsområdet (pension fund for the health institutions in the Greater Oslo area) and board chairman in Bærum Municipal Pension Fund.

Nalan Koc (born 1962). Koc has been working as a research director at the Norwegian Polar Institute (NPI) since September 2011. Until recently, she was also a professor at the University of Tromsø (2006-2012). She completed her doctor of science degree in marine geology/paleo-oceanography at the University of Bergen in 1993 and was awarded her professorship in 2003. Koc has more than 20 years' experience from climate interpretations in polar areas and has participated in and headed a number of research cruises in both the Nordic seas, the Polar Sea and the Southern Ocean. She has published approximately 70 research articles. Koc has long experience from polar climate research and management through her former positions at the NPI as head of the Polar Climate Programme (2004-2009), as head of the Centre for Ice, Climate and Ecosystems (ICE), NPI (2009-2011) and in her current position as research director. She has also participated in a number of international scientific panels (including Clic, CLIVAR, PAGES and ESSAC).

Tomas Leire (born 1948). Leire is a graduate of the Stavanger College of Engineering. He has worked for Kruse Smith Gruppen AS since 1970 and was CEO for a period of ten years. Since 2005, he has been chairman of the Board of Directors of Kruse Smith. In the period 1987-1990, he was a member of the Board of Directors of Sørlandsbanken AS. Tomas Leire has also been vice-president of NHO – Confederation of Norwegian Enterprise.

Eldbjørg Løwer (born 1943). Løwer studied ceramics at the Oslo National Academy of the Arts and had her own ceramic workshop from 1970 to 1984. She is chair of the Norwegian Parliamentary Intelligence Oversight Committee (EOS Committee). Løwer was mayor of Kongsberg from 1984 to 1988, deputy leader of the Liberal Party of Norway from 1981 to 1985 and director at Kongsberg Chamber of Industry and Commerce from 1990 to 2000. She was Minister of the Labour and Government Administration and Minister of Defence from 1997 to 2000 and has been a member of several programme boards of the Research Council of Norway and Innovation Norway. Today, she is self-employed and holds a number of board positions. Løwer has also been a member of the Judicial Appointments Committee and board chairman in NRK (the Norwegian Broadcasting Corporation) and in the Snøhetta architectural firm. She will chair the EOS Committee from 2011 to 2019.

Herman Mehren (born 1939). Mehren is a graduate of the Oslo School of Business and Economics, Borås Tekstilinstitutt and the University of Wisconsin in 1962. He has worked as a merchant. Former board positions in a range of Norwegian companies, including Komplett Data AS (Norkom) and O.H. Melings Rederier, Stavanger. Vicechairman of the board of directors in Tromsø Sparebank, Oslo division. Member of the supervisory boards in Arendal Forsikring and Scandinavian Brokers.

Asbjørn Olsen (born 1944). Olsen has an engineering degree from GTI Gothenburg, a degree in civil engineering from 1968 and additional education in environmental protection and planning at the Norwegian University of Technology in Trondheim in 1974. He worked in Taugbøl & Øverland from 1972 to 1980 with responsibility for projects in Tanzania and at the International Confederation of Free Trade Unions, Brussels, Belgium from 1980 to 1982. He has held various positions at Norwegian People's Aid, NORAD and CARE International. Among other things, Olsen worked as a technical adviser for CARE in Bangladesh from 1989 to 1991. From 1991 to 1995 he worked as a senior engineer/operations manager at Avløpssambandet Nordre Øyeren and at Romerike Avfallsforedling from 1995 to 1999. From 1999 to 2012, Olsen was secretary general in Oslo og Omland Friluftsråd. He is a board member in CARE. Olsen holds a number of board positions and is board chairman in the National Heath Association, Oslo county.

Oddbjørn Paulsen (born 1940). Paulsen has an engineering degree from the Norwegian University of Science and Technology (NTNU) in 1963. He has been a city engineer and surveyor, urban development officer and director general in Bodø municipality and director general in Nordland county authority. He was project manager in Byggcon AS (the Norwegian Aviation Museum) from 1988 to 1993 and a director in Interkommunalt Renovasjonsselskap in Salten DA from 1993 to 2002. From 2002 to 2005, Paulsen was managing director of Salten Forvaltning IKS. He has been chairman of the Supervisory Board in Nordlandsbanken. He is chairman of the Board of Directors in Løvold AS, Nordlandsforskning AS, Stiftelsen Nordlandsforskning, Mæln Eiendom AS, Elektro AS, Elektro Bodø AS, Nymo Bil AS, Nordlandsnett AS, Nymo Eiendommer AS and Løvold Solutions AS.

Torild Skogsholm (born 1959). Skogsholm has an economics degree and Spanish as a subsidiary subject from the University of Oslo and a basic Christianity course from MF Norwegian School of Theology. She started her career as a consultant and later as an adviser in the Ministry of Transport and Communications. From 1996, she worked as an adviser in the Ministry of the Environment. From 1997 to 1999, she worked as a state secretary in the Ministry of Transport and Communications and thereafter became head of corporate social responsibility in Netcom from 1999 to 2001. From 2001 to 2005, she was Minister of Transport and Communications in the Bondevik government. Skogsholm worked as managing director in Oslotrikken from 2006 up until 2011, when she took over as secretary general of CARE Norway. She currently heads the secretariat of the Liberal Party's parliamentary group. Skogsholm has held a number of board positions and is currently a board member in Dips ASA and Enivest.

Merete Smith (born 1960). Smith has a law degree from 1987. She has worked as an associate in the law firm Wikborg, Rein & Co, as an assistant judge at the Asker and Bærum municipal court, held various positions at the Ministry of Justice and has been an acting judge at the Borgarting Court of Appeal. Since 2003, she has been secretary-general of the Norwegian Bar Association. Smith is a specially appointed mediator at the State Mediator's office and a board member in the Further Education Centre for Lawyers and Juristenes Hus.

Ståle Svenning (born 1968). Svenning has an M.Sc. in cybernetics and computer science from the Norwegian School of Technology, a Master programme in Finance and Strategy from BI Norwegian School of Management and executive training from Insead. Over the past ten years, he has been CEO of three high-tech companies which were all acquired by large, international manufacturing companies. The final one was SmartMotor, which offers compact, highly-efficient, high-torque electrical machines and was acquired by Rolls Royce in 2013. Svenning has previously worked as COO and head of business development in SpareBank 1, associate principal in McKinsey & Company, senior consultant in Deloitte Management Consulting and management trainee in Orkla. Svenning is board chairman in Vilma AS and a board member in Ecotone AS.

Turid Sørensen (born 1960). Sørensen is a graduate economist from BI Norwegian School of Management, specialising in project administration, has an executive MBA degree in financial management from the Norwegian School of Economics and Business Administration and an Advanced Management Program from Harvard Business School. She is currently executive vice president and CFO in Nordic American Tanker Shipping Ltd. She has broad experience from international shipping and from the US capital market. Sørensen has sound knowledge within accounting, budgeting and reporting.

Anne Bjørg Thoen (born 1952). Thoen is a trained children's nurse and has legal and administrative education from Oslo University College in 1995. She was chief employee representative in the Norwegian Union of Municipal Employees from 1981 to 1988 and held a number of managerial positions in Romsås district from 1988 to 1993. From 1993 to 1998, she was in charge of human resources at the Norwegian Polar Institute and worked as a senior consultant at the National Veterinary Institute from 1998 to 1999 and at the Police Academy from 1999 to 2000. From 2000 to 2005 she worked as an adviser in the Norwegian Post and Telecommunication Authority. From 2006 to 2010, she worked as head of Human Resources at the National Police Immigration Service and is currently senior adviser in the same unit. She has held board positions in Oslo School Council and City Council. Currently vicechairman of the board at the Oslo School of Business and Economics. Actively engaged in trade union and political activity for 17 years, Thoen has served on a number of committees.

Ole Grøtting Trasti (born 1949). Trasti has an MBA from Arizona State University. He has previously worked as a senior vice president in Oslo og Akershus Sparebank and in Bærum Sparebank. He has also been deputy chief

executive in Union Bank of Norway (now part of DNB Bank ASA). Throughout the 1990s, Trasti was managing director of Fellesdata AS and thereafter became group executive vice president and head of banking and finance in EDB Business Partner (now EVRY ASA) in the 2001-2003 period. He has held a number of board positions within banking and finance and the IT sector. He was also board vice-chairman in the Savings Banks' Guarantee Fund. Trasti is now retired and holds no active board positions. However, he has started new studies and has completed a Master's degree in philosophy and undertaken history of religion studies at the University of Oslo.

Elisabeth Sande Tronstad (born 1956). Tronstad is currently country director for SN Power/Agua Imara in Mozambique. Prior to this, she was executive vice president Strategy, Communications and CSR in SN Power Invest. She has been board chairman in SN Power in Peru and executive director in NHO - Confederation of Norwegian Enterprise and executive vice president in ABB AS. She has been a political adviser at the Office of the Prime Minister and state secretary in the Ministry of Foreign Affairs, worked in the Conservative Party's Executive Committee, NORAD and Det Norske Veritas. She has also been head of the Norwegian Children and Youth Council. Tronstad is board chairman in Dextra Artes, a subsidiary of the DnB NOR Savings Bank Foundation, was board chairman in NUPI and serves on the Government's Quarantine Committee. She has previously been board vice-chairman in the Henie Onstad Art Centre and Vinmonopolet AS and a board member in Sparebanken NOR in the Oslo/Akershus region and Østfold. She has held a number of political offices. Among other things, she was a member of the Conservative Party's Central Board and Bærum Municipal Council.

Gine Wang (born 1971). Wang has a Master of Arts degree in international politics and additional studies in business administration. She worked in the Ministry of Trade and Industry from 1997 to 2000, as a communications adviser in Helland & Partnere AS from 2000 to 2002 and as vice president for industrial affairs and communication in the Federation of Norwegian Construction Industries from 2003 to 2005. She has worked as a public affairs manager HS&E, vice president with responsibility for media relations within Technology and New Energy and currently works as vice president with responsibility for Norwegian Political Affairs in Statoil in Norway. Wang has held a number of honorary positions and was a member of the Hedmark county council and the board of the Hedmark University College, as well as president of the Norwegian School Students' Union.

PIN CODE: * REF. NO: *

NB: The registration date is 16 April 2015 The date for registering attendance is 21 April 2015

Annual General Meeting in DNB ASA, to be held at 3.00 pm on Thursday, 23 April 2015 at DNB's premises in Dronning Eufemias gate 30, Bjørvika, Oslo, Norway.

If the above-mentioned shareholder is a company, it will be represented by: ..................................................................………………………………………..

Name of person representing the company. (To grant proxy, use the form below)

REGISTRATION FORM/ADVANCE VOTES

This form must be received by DNB no later than 4.00 pm on Tuesday, 21 April 2015.

Attendance can be registered electronically via the company's web page dnb.no/agm or through VPS' Investor Services.

Advance votes can be cast electronically via the company's web page or through VPS' Investor Services. The above PIN code and reference number are required to register attendance electronically and to cast advance votes via the company's web page.

Alternatively, the registration form may be sent by e-mail to [email protected] or by regular mail to DNB ASA, Registrar's Department, P.O. Box 1600 Sentrum, NO-0021 Oslo.

The above-mentioned will attend the Annual General Meeting of DNB ASA on Thursday, 23 April 2015 and vote for:

*................... own shares.

................... other shares in accordance with the enclosed proxy form(s). A total of ................... shares.

................................................... .....................................………………………………………................................................................................................................... Place/date Shareholder's signature. To be signed only when reporting own attendance. To grant proxy, use the form below.

REF. NO: *

PROXY FORM WITHOUT VOTING INSTRUCTIONS – ANNUAL GENERAL MEETING IN DNB ASA, 23 APRIL 2015

This form should be used for a proxy without voting instructions. If you wish to give voting instructions, the form on page 2 should be used.

If you are unable to attend the Annual General Meeting, this form may be used by the person authorised to act as your proxy or you may return the proxy form without specifying a proxy. In the latter case, the company will authorise the board chairman as your proxy before the Annual General Meeting takes place. The proxy form must have been received by DNB ASA no later than 4.00 on Tuesday, 21 April 2015.

The proxy form can be registered electronically via the company's web page dnb.no/agm or through VPS' Investor Services.

Alternatively, the registration form may be sent by e-mail to [email protected] or by regular mail to DNB ASA, Registrar's Department, P.O. Box 1600 Sentrum, NO-0021 Oslo.

The undersigned:	*
hereby appoints:		board chairman Anne Carine Tanum
or		………………………………………
		Name of proxy in block letters

.................................................. .....................................………………………………………....................................................................................................................

to attend the Annual General Meeting of DNB ASA on 23 April 2015 and vote for my/our shares.

Place/date Shareholder's signature. To be signed only when granting proxy.

With respect to the right to attend and vote, reference is made to the Public Limited Companies Act, especially chapter 5. Special note should be made of the provision that the proxy must present a written, dated letter of proxy from the actual owner of the shares (beneficial owner). If the shareholder is a company, please attach the shareholder's certificate of registration to the proxy.

Annual General Meeting in DNB ASA, 23 April 2015

PIN CODE: * REF. NO: *

PROXY FORM WITH VOTING INSTRUCTIONS

If you are unable to attend the General Meeting on Thursday, 23 April 2015 and do not want to cast advance votes, you may be represented by way of proxy, in which case this proxy form may be used to give voting instructions.

The proxy form must have been received by DNB ASA no later than 4.00 pm on Tuesday, 21 April 2015 and may be sent by e-mail to [email protected] or by regular mail to DNB ASA, Registrar's Department, P.O. Box 1600 Sentrum, NO-0021 Oslo.

The undersigned: hereby appoints:	*	board chairman Anne Carine Tanum or the person she authorises
or		………………… Name of proxy in block letters

to attend the Annual General Meeting on 23 April 2015 and vote for my/our shares. If the proxy form is submitted without stating the name of the proxy, the proxy will be deemed to have been given to the board chairman or the person she authorises.

The votes shall be cast in accordance with the instructions below. Please note that if the alternatives below are not ticked off, this will be deemed to be an instruction to vote in favour of the proposals in the notice. However, the proxy will determine how to vote when proposals are put forward in addition to, or instead of, the proposals in the notice.

	Item:	In favour	Against	Abstention
1.	Opening of the General Meeting by the chairman of the Supervisory Board
2.	Approval of the notice of the General Meeting and the agenda
3.	Election of a person to sign the minutes of the General Meeting along with the chairman
4.	Approval of the 2014 annual report and accounts, including the distribution of dividends (The Board of Directors has proposed a divided of NOK 3.80 per share)
5.	Approval of the auditor's remuneration
6.	Statement from the Board of Directors in connection with remuneration to senior executives
	A. Suggested guidelines (consultative vote)
	B. Binding guidelines (presented for approval)
7.	Corporate governance in DNB
8.	Authorisation to the Board of Directors for the repurchase of shares
9.	Election of members and deputies to the Supervisory Board in line with the recommendation given
	10. Election of members, deputies, the chairman and the vice-chairman to the Control Committee in line with the recommendation given
	11. Election of a member and chairman to the Election Committee in line with the recommendation given
	12. Approval of remuneration rates for members of the Supervisory Board, Control Committee and Election Committee in line with the recommendation given
	13. Amendments to the Articles of Association
	14. Changes in the Election Committee's instructions

The above-mentioned proxy is authorised to attend DNB's Annual General Meeting on 23 April 2015 and vote for my/our shares.

.................................................. .....................................………………………...............................................……………….................................................................... Place/date Shareholder's signature. To be signed only when granting proxy

If the shareholder is a company, please attach the shareholder's certificate of registration to the proxy.

Attachments

Attachment 1 Statement from the Board of Directors in connection with remuneration to senior executives.
Attachment 2 Proposed amendments to the Articles of Association with changes marked.
Attachment 3 Proposed amendments to the Articles of Association, clean copy.
Attachment 4 Proposed changes in the Election Committee's instructions with changes marked.
Attachment 5 Proposed changes in the Election Committee's instructions, clean copy.

Note 51 Remunerations etc.

The Board of Directors' statement on the stipulation of salaries and other remunerations to senior executives

DNB's guidelines for determining remunerations to the group chief executive and other members of the group management team should, at all times, support prevailing strategy and values, while contributing to the attainment of the Group's targets. The remuneration should inspire conduct to build the desired corporate culture with respect to performance and profit orientation. In connection with this statement, the Board of Directors has passed a resolution which entails minor changes to the principles for the stipulation of remunerations compared with statements presented previously.

Decision-making process

The Board of Directors in DNB ASA has established a compensation committee consisting of three members: the chairman of the Board, the vice-chairman and one board member.

The Compensation Committee prepares matters for the Board of Directors and has the following main responsibilities:

Annually evaluate and present its recommendations regarding the total remuneration awarded to the group chief executive
Annually prepare recommended targets for the group chief executive
Based on suggestions from the group chief executive, decide the remuneration and other key benefits awarded to the group executive vice president, Group Audit
Act in an advisory capacity to the group chief executive regarding remunerations and other key benefits for members of the group management team and, when applicable, for others who report to the group chief executive
Consider other matters as decided by the Board of Directors and/or the Compensation Committee
Evaluate other personnel-related issues which can be assumed to entail great risk to the Group's reputation

Pursuant to Section 6-16a of the Norwegian Public Limited Companies Act, the Board of Directors will present the following statement on remunerations to the Annual General Meeting for voting:

"Information about DNB's remuneration scheme

Pursuant to the regulations on remuneration schemes in financial institutions etc., issued by the Norwegian Ministry of Finance on 1 December 2010 and subsequent amendments, companies are required to publish information about the main principles for determining remunerations, criteria for the stipulation of any variable remunerations and quantitative information on remuneration to senior executives. The information in this note, including the Board of Directors' statement on the stipulation of salaries and other remunerations to senior executives below, represents such information, as stipulated in the remuneration regulations.

The group guidelines for remuneration in the DNB Group apply to the total remuneration to all permanent employees in the DNB Group and comprise monetary remuneration (fixed salary, short and long-term incentives), employee benefits (pensions, employer's liability insurance and other employee benefits) and employee development and career measures (courses and development programmes, career programmes and other non-monetary remuneration).

According to the guidelines, total remuneration is to be based on a total evaluation of the performance of the Group, as well as the unit's and each individual's contributions to value creation. Total remuneration should be structured to ensure that it does not expose the Group to unwanted risk. The remuneration should be competitive, but also cost-effective for the Group.

Furthermore, monetary remuneration should consist of a fixed and a variable part where this is appropriate. Fixed salary should be a compensation for the responsibilities and requirements assigned to each position, as well as its complexity, while variable salary should encourage strong performance and desired conduct.

Group guidelines for variable remuneration

To ensure compliance with the remuneration regulations and the circular from Finanstilsynet on remuneration schemes in financial institutions, investment firms and management companies for mutual funds, DNB has had separate group guidelines for variable remuneration since 2011, including special guidelines for variable remuneration to senior executives, employees with responsibilities which are of great importance to the company's risk exposure ("risk takers") and employees who are responsible for independent control functions.

The purpose of DNB's guidelines for variable remuneration is to reward conduct and develop a corporate culture which ensures long-term value generation. The guidelines for variable remuneration have been approved by the Board of Directors' Compensation Committee.

Variable remuneration is based on an overall assessment of the results achieved within defined target areas for the Group, the unit and the individual, as well as compliance with the Group's vision, values, code of ethics and leadership principles. The variable remuneration should be performance-based without exposing the Group to unwanted risk. Furthermore, it should counteract excessive risk taking and promote sound and effective risk management in DNB. Variable remuneration (bonus) for senior executives cannot exceed 50 per cent of fixed salary.

DNB's variable remuneration scheme applies globally, though non-Norwegian branches and subsidiaries will also be required to comply with local legislation, regulations and guidelines. There may be challenges of a legal nature in cases where the Norwegian regulations do not correspond to local legislation and local rules concerning remunerations in financial institutions. In such cases, the Group will seek advice from the relevant authorities and international experts to ensure that the Group's practices are in compliance with both Norwegian and local regulations.

A. Guidelines for the coming accounting year

Remuneration to the group chief executive

The total remuneration to the group chief executive consists of fixed salary (main element), benefits in kind, variable remuneration, and pension and insurance schemes. The total remuneration is determined based on a total evaluation, and the variable part of the remuneration is primarily based on return on equity and the common equity tier 1 capital ratio, which constitute the Group's key figures. In addition to the financial key figures, the Group's customer satisfaction and corporate reputation scores will be taken into consideration. In addition, the total evaluation will reflect compliance with the Group's vision, values, code of ethics and leadership principles.

The fixed salary is subject to an annual evaluation and is determined based on salary levels in the labour market in general and in the financial industry in particular, and on remuneration levels for comparable positions.

Variable salary to the group chief executive is determined based on an overall assessment of the results achieved within defined target areas. Variable salary cannot exceed 50 per cent of fixed salary. The group chief executive is not awarded performance-based payments other than the stated variable remuneration.

In addition to variable remuneration, the group chief executive can be granted benefits in kind such as company car, newspapers/periodicals and telephone/ other communication. Benefits in kind should be relevant to the group chief executive's function or in line with market practice, and should not be significant relative to the group chief executive's fixed salary.

The Board of Directors will respect the agreement entered into with the group chief executive, whereby his retirement age is 60 years with a pension representing 70 per cent of fixed salary. If employment is terminated prior to the age of 60, he will still be entitled to a pension from the age of 60 with the deduction of 1/14 of the pension amount for each full year remaining to his 60th birthday. According to the agreement, the group chief executive is entitled to a termination payment for two years if employment is terminated prior to the age of 60. If, during this period, the group chief executive receives income from other employment, the termination payment will be reduced by an amount corresponding to the salary received from this employment. Benefits in kind will be maintained for a period of three months.

Remuneration to other senior executives

The group chief executive determines the remunerations to senior executives in agreement with the chairman of the Board of Directors. The Board of Directors will honour existing binding agreements.

The total remuneration to senior executives consists of fixed salary (main element), benefits in kind, variable salary, and pension and insurance schemes. The total remuneration is determined based on the need to offer competitive terms in the various business areas. The remunerations should promote the Group's competitiveness in the relevant labour market, as well as the Group's profitability, including the desired trend in income and costs. The total remuneration should take DNB's reputation into consideration and ensure that DNB attracts and retains senior executives with the desired skills and experience.

The fixed salary is subject to an annual evaluation and is determined based on salary levels in the labour market in general and in the financial industry in particular.

Benefits in kind may be offered to senior executives to the extent the benefits have a relevant connection to the employee's function in the Group or are in line with market practice. The benefits should not be significant relative to the employee's fixed salary.

Target structure 2015

The Compensation Committee approves principal criteria, principles and limits for variable remuneration. The Compensation Committee has decided that return on equity and the common equity Tier 1 capital ratio should constitute the Group's key figures for 2015. In addition to the financial key figures, measurement criteria include the Group's customer satisfaction index and reputation scores.

The Group's financial target figures have been broken down into relevant targets for the various business areas and staff and support units in order to offer optimal support for the implementation of new capital adequacy and liquidity regulations.

The above targets will be key elements when calculating and paying out the variable remuneration for 2015. All financial targets have been defined and communicated to the relevant business areas and staff and support units as part of the work with and follow-up of the targets for 2015.

Determination of variable remuneration for 2015

The variable remuneration for 2015 will be determined by means of an overall assessment of performance, based on a combination of quantitative attainment of pre-set performance targets and qualitative assessments of how the targets were achieved.

The Board of Directors will determine a maximum limit for total bonuses for the Group, excluding DNB Markets and DNB Eiendom, based on the attainment of group targets, combined with a general assessment of other important parameters and the Group's financial capacity. The total limit will be allocated to the organisation based on the individual units' target attainment and contributions to the Group's performance. With respect to DNB Markets, a special limit will be determined for variable remuneration based on the risk-adjusted profits achieved by the unit and an overall assessment, which is in line with market practice for this type of operations. Correspondingly, the remuneration model in DNB Eiendom is consistent with market practice, with a high share of variable remuneration based on individual performance.

Special rules for senior executives, identified risk takers and employees responsible for independent control functions

DNB has prepared and implemented special rules for identified risk takers, employees responsible for independent control functions and senior executives, hereinafter called risk takers. The special rules supplement the general group guidelines for variable remuneration and have been formulated in compliance with the remuneration regulations and the related circular from Finanstilsynet.

In accordance with new requirements, DNB has surveyed the entire organisation to identify risk takers based on new criteria resulting from the circular and the EU regulation.

For risk takers, the following main principles apply to variable remuneration:

A two-year service period.
Variable remuneration cannot exceed the agreed fixed remuneration.
Deferred and conditional payment of minimum 50 per cent of the earned variable remuneration in the form of DNB shares. The remuneration paid in the form of shares will be divided into three, subject to minimum holding periods (deferred and conditional), with one-third payable each year over a period of three years. The deferred and conditional payments will be in compliance with the stipulations in the remuneration regulations.
Evaluations of employees who meet the definition of risk taker after taking up a new position or due to changes in the regulations will only be based on their performance during the year in question in the first year after the change took place. The same may apply to risk takers who take up a new position whose content, organisational level, risk limits etc. differ significantly from those of their former position.

Pensions etc.

Pension schemes and any agreements on termination payments etc. should be considered relative to other remuneration and should ensure competitive terms. The various components in pension schemes and severance pay, either alone or together, must not be such that they could pose a threat to DNB's reputation.

As a main rule, senior executives are entitled to a pension at the age of 65, though this can be deviated from. In accordance with the Group's defined benefit pension scheme, pension entitlements should not exceed 70 per cent of fixed salary and should constitute maximum 12 times the National Insurance basic amount. However, the DNB Group will honour existing agreements. A defined contribution scheme was established for the Group with effect from 1 January 2011, whereby pensionable income will be limited to 12 times the National Insurance basic amount. Parallel to this, the Group's defined benefit pension scheme was closed for new members as from 31 December 2010.

As a main rule, no termination payment agreements will be signed. However, the Group will honour existing agreements.

When entering into new agreements, the guidelines generally apply and comprise all senior executives.

See table of remunerations for senior executives below.

B. Binding guidelines for shares, subscription rights, options etc. for the coming accounting year

An amount corresponding to 50 per cent of the earned variable remuneration of the group chief executive, senior executives and risk takers is invested in shares in DNB ASA. The minimum holding periods are one year for one-third of the shares, two years for one-third of the shares and three years for the final one-third of the shares.

No additional shares, subscription rights, options or other forms of remuneration only linked to shares or only to developments in the share price of the company or other companies within the Group, will be awarded to the group chief executive or senior executives. The group chief executive and senior executives are, however, given the opportunity to participate in a share subscription scheme on the same terms as other employees in the DNB Group.

C. Statement on the senior executive salary policy in the previous account year

The group guidelines determined for 2011 have been followed.

D. Statement on the effects for the company and the shareholders of remuneration agreements awarding shares, subscription rights, options etc.

An amount corresponding to 50 per cent of the gross variable salary earned by the group chief executive and senior executives in 2014 is invested in shares in DNB ASA. The Board of Directors believes that the awarding of shares to senior-executives, in view of the total number of shares in the company, will have no negative consequences for the company or the shareholders."

Terms for the chairman of the Board of Directors

Anne Carine Tanum received a remuneration of NOK 511 023 in 2014 as chairman of the Board of Directors of DNB ASA, compared with NOK 484 885 in 2013. In addition, she received NOK 413 431 as chairman of the Board of Directors of DNB Bank ASA, compared with NOK 396 631 in 2013.

Terms for the group chief executive

Rune Bjerke received an ordinary salary of NOK 5 426 576 in 2014, compared with NOK 5 256 941 in 2013. The Board of Directors of DNB ASA stipulated the group chief executive's bonus payment for 2014 at NOK 2 170 000, unchanged from 2013. The bonus for 2014 will be paid in 2015. Benefits in kind were estimated at NOK 261 689, compared with NOK 256 475 in 2013. Costs in connection with the group chief executive's pension scheme of NOK 3 715 825 were recorded for the 2014 accounting year, compared with NOK 3 460 643 in 2013. Costs are divided between DNB ASA and DNB Bank ASA.

The table has been constructed to show rights earned during the period.

Remunerations etc. in 2014 DNB Group

					Benefits
	Fixed annual	Paid			in kind	Total
	salary as	remunera-	Paid	Bonus	and other	remunera-	Loans as	Accrued
	at 31 Dec.	tion in	salaries	earned	benefits	tion earned	at 31 Dec.	pension
Amounts in NOK 1 000	2014 1)	2014 2)	in 2014 3)	in 2014 4)	in 2014	in 2014	2014 5)	expenses 6)
Board of Directors of DNB ASA
Anne Carine Tanum (chairman) 7)	-	924	-	-	-	924	0	-
Tore Olaf Rimmereid (vice-chairman) 7) 8)	-	567	-	-	-	567	22	-
Jarle Bergo 8)	-	604	-	-	3	607	0	-
Bente Brevik (until 18 June 2014) 8)	-	193	-	-	8	201	0	-
Sverre Finstad	645	604	654	20	59	1 337	568	47
Carl A. Løvvik	692	315	701	20	18	1 054	75	80
Vigdis Mathisen	692	604	693	20	22	1 339	3 873	60
Jaan Ivar Semlitsch (from 18 June 2014) 8)	-	219	-	-	-	219	2 302	-
Berit Svendsen 7) 8)	-	430	-	-	-	430	15 346	-
Group management
Rune Bjerke, CEO	5 250	-	5 427	2 170	262	7 858	72	3 716
Bjørn Erik Næss, CFO	3 688	-	3 835	1 505	204	5 545	1 367	4 168
Trond Bentestuen, group EVP	2 835	-	2 912	1 210	206	4 329	6 697	517
Kjerstin Braathen, group EVP	2 795	-	2 903	1 195	203	4 301	1 165	418
Ottar Ertzeid, group EVP	8 382	-	8 692	3 830	210	12 732	45	396
Liv Fiksdahl, group EVP	2 835	-	2 914	1 230	203	4 347	1 694	714
Solveig Hellebust, group EVP	2 322	-	2 404	940	202	3 546	15	221
Kari Olrud Moen, group EVP	2 683	-	2 764	1 065	203	4 032	0	540
Tom Rathke, group EVP	3 235	-	3 504	1 340	209	5 054	10 600	1 820
Harald Serck-Hanssen, group EVP	3 921	-	4 091	1 640	205	5 936	5 575	749
Leif Teksum, group EVP (until 2 July 2014) 9)	-	97	2 661	810	1 189	4 757	4 040	580
Trygve Young, group EVP	3 048	-	3 092	500	203	3 795	2	-
Control Committee
Frode Hassel (chairman)	-	427	-	-	-	427	-	-
Karl Olav Hovden (vice-chairman) 9)	-	212	-	-	296	509	1	-
Vigdis Merete Almestad (until 24 April 2014)	-	149	-	-	-	149	-	-
Ida Helliesen (from 24 April 2014)	-	196	-	-	-	196	3	-
Ida Espolin Johnson	-	343	-	-	-	343	171	-
Ole Trasti (from 24 April 2014)	-	196	-	-	-	196	2 001	-
Thorstein Øverland (until 24 April 2014) 9)	-	91	-	-	22	112	5	-
Supervisory Board	6 857	1 161	8 343	240	339	10 083	66 643	443
Loans to other employees							18 458 857

1) Fixed annual salary at year-end for employees who were members of the Board of Directors or the group management team during the year.

2) Includes remuneration received from all companies within the DNB Group for service on Boards of Directors and committees. Board remuneration from DNB ASA was NOK 3 128 000 in 2014. Some persons are members of more than one body.

3) Includes salary payments for the entire year and holiday pay on bonuses. Some employees were members of the Board of Directors or the group management team for only parts of the year.

4) Bonus earned excluding holiday pay.

5) Loans to shareholder-elected representatives are extended on ordinary customer terms. Loans to DNB employees are extended on special terms, which are close to ordinary customer terms.

6) Accrued pension expenses include pension rights earned during the year (service cost). The calculation of pension entitlements is based on the same economic and actuarial assumptions as those used in note 27 Pensions.

7) Also a member of the Compensation Committee.

8) Also a member of the Audit and Risk Management Committee.

9) Benefits in kind and other benefits include pension payments.

The table has been constructed to show rights earned during the period.

Remunerations etc. in 2013 DNB Group

					Benefits
	Fixed annual	Paid			in kind	Total
	salary as	remunera-	Paid	Bonus	and other	remunera-	Loans as	Accrued
	at 31 Dec.	tion in	salaries	earned	benefits	tion earned	at 31 Dec.	pension
Amounts in NOK 1 000	2013 1)	2013 2)	in 2013 3)	in 2013 4)	in 2013	in 2013	2013 5)	expenses 6)
Board of Directors of DNB ASA
Anne Carine Tanum (chairman) 7)	-	882	-	-	1	882	0	-
Tore Olaf Rimmereid (vice-chairman) 7) 8)	-	573	-	-	1	573	15	-
Jarle Bergo 8)	-	581	-	-	6	587	0	-
Bente Brevik 8)	-	391	-	-	3	395	0	-
Sverre Finstad	624	580	644	20	55	1 299	1 256	41
Carl A. Løvvik	669	290	699	20	17	1 026	148	58
Vigdis Mathisen	635	582	681	20	20	1 303	3 986	44
Berit Svendsen 7)	-	318	-	-	1	319	15 867	-
Group management
Rune Bjerke, CEO	5 087	-	5 257	2 170	256	7 683	168	3 461
Bjørn Erik Næss, CFO	3 630	-	3 704	1 514	198	5 416	1 764	3 901
Trond Bentestuen, group EVP	2 650	-	2 680	1 094	209	3 984	6 174	465
Kjerstin Braathen,
group EVP (from 14 Jan. 2013)	2 600	-	2 562	1 213	203	3 977	2 252	396
Ottar Ertzeid, group EVP	8 250	-	8 433	3 828	203	12 465	3	363
Liv Fiksdahl, group EVP	2 650	-	2 657	1 210	198	4 065	1 996	690
Solveig Hellebust, group EVP	2 250	-	2 318	930	196	3 444	6	202
Cathrine Klouman, group EVP (until 14 Jan. 2013)	-	-	2 409	-	173	2 582	3 040	900
Kari Olrud Moen, group EVP	2 600	-	2 570	1 136	194	3 901	11	493
Karin Bing Orgland, group EVP (until 14 Jan. 2013)	-	-	3 169	-	102	3 271	3 654	697
Tom Rathke, group EVP	3 185	-	3 407	1 376	192	4 976	4 432	1 698
Harald Serck-Hanssen,
group EVP (from 14 Jan. 2013)	3 800	-	3 773	1 635	207	5 616	5 691	708
Leif Teksum, group EVP	3 630	-	3 721	1 552	209	5 482	1 457	1 026
Trygve Young, group EVP (from 14 Jan. 2013)	3 000	-	3 022	500	209	3 731	15	-
Control Committee
Frode Hassel (chairman)	-	401	-	-	-	401	-	-
Thorstein Øverland (vice-chairman)	-	283	-	-	21	304	-	-
Vigdis Merete Almestad	-	268	-	-	-	268	-	-
Karl Olav Hovden 9)	-	267	-	-	280	547	0	-
Ida Espolin Johnson	-	268	-	-	-	268	121	-
Merete Smith (until 30 April 2013)	-	294	-	-	-	294	-	-
Supervisory Board	8 224	1 680	8 608	300	369	10 957	60 850	468
Loans to other employees							17 788 776

1) Fixed annual salary at year-end for employees who were members of the Board of Directors or the group management team during the year.

2) Includes remuneration received from all companies within the DNB Group for service on Boards of Directors and committees. Board remuneration from DNB ASA was NOK 2 928 000 in 2013. Some persons are members of more than one body.

3) Includes salary payments for the entire year and holiday pay on bonuses. Some employees were members of the Board of Directors or the group management team for only parts of the year.

4) Bonus earned excluding holiday pay.

5) Loans to shareholder-elected representatives are extended on ordinary customer terms. Loans to DNB employees are extended on special terms, which are close to ordinary customer terms.

7) Also a member of the Compensation Committee.

8) Also a member of the Audit and Risk Management Committee.

9) Benefits in kind and other benefits Includes pension payments.

Other information on pension agreements

Rune Bjerke has a pension agreement entitling him to a pension representing 70 per cent of pensionable income from the age of 60. Bjørn Erik Næss, Liv Fiksdahl, Kari Olrud Moen and Tom Rathke are entitled to a pension representing 70 per cent of pensionable income from the age of 62. The pension agreement of Leif Teksum entered into force on 1 August 2014, with a pension representing 70 per cent of pensionable income. Trygve Young was entitled to a pension from the age of 62, with a gradual reduction in pension benefits from 90 per cent of pensionable income from the age of 62, 80 per cent from the age of 63 and 70 per cent from the age of 64. The pension agreement of Trygve Young entered into force on 6 February 2015, and Terje Turnes joined the group management team on the same day. Terje Turnes is entitled to a pension representing 70 per cent of pensionable income from the age of 67. Trond Bentestuen, Kjerstin Braathen and Harald Serck-Hanssen are entitled to a pension representing 70 per cent of pensionable income from the age of 65. Ottar Ertzeid has a pension agreement entitling him to pension representing 70 per cent of pensionable income from the age of 62, or 65 at the latest. Solveig Hellebust has a pension agreement entitling her to a pension representing 70 per cent of fixed salary from the age of 65, with no curtailment from the age of 65 through 67. Her pensionable income is limited to 12 times the National Insurance basic amount.

Subscription rights programme for employees

There was no subscription rights programme for employees in the DNB Group at year-end 2014.

Remuneration to the statutory auditor		DNB ASA		DNB Group
Amounts in NOK 1 000, excluding VAT	2014	2013	2014	2013
Statutory audit 1)	550	599	21 589	24 342
Other certification services	0	0	3 625	5 115
Tax-related advice 2)	0	0	3 933	3 534
Other services	0	0	1 097	3 105
Total remuneration to the statutory auditor	550	599	30 244	36 096

1) Includes fees for auditing funds managed by DNB.

2) Mainly related to assistance in tax matters for employees outside Norway.

Articles of Association DNB ASA

I. Company name - registered office - objects

Art. 1-1

The name of the company is DNB ASA. The company is a public limited company. The company's registered office is in the municipality of Oslo.

Art. 1-2

The object of the company is ownership or ownership interests in other enterprises engaged in banking, insurance, or financing, and any related activities, within the scope of Norwegian legislation in force at any time.

II. Share capital - shares

Art. 2-1

The share capital of the company is NOK 16.,287,.988,.610 divided into 1,.628,.798,.861 shares of NOK 10.,00 each.

Art. 2-2

Shares in DNB ASA are registered with the Norwegian Central Securities Depository (VPS Verdipapirsentralen ASA).

Each transfer of shares shall immediately be reported to the Norwegian Central Securities Depository by the transferor.

Transferees cannot exercise their rights as shareholders until they have been recorded in the share register of the Norwegian Central Securities Depository (VPS ASA) or have reported and established their acquisition of shares.

The right to attend and vote at the General Meeting may only be exercised for shares which have been registered in the shareholder register on the fifth workday before the date of the General Meeting (the registration date).

III. The Bboard of Ddirectors

Art. 3-1

The Board of Directors shall consist of up to 12 members elected by the Supervisory Board.

The Board of Directors shall represent broad and varied interests.

The Board of Directors shall consist of up to seven members and shall represent broad and varied interests.

The Chief Executive and at least half of the board members must be resident in the Kingdom of Norway, or be citizens of a country which is a party to the EEA agreement and resident in such a country.

Up to four of the members of the Board must be employees of the Group, one of whom to be employed in the Group's life insurance company. For these board members up to four deputies shall be elected, all of whom shall also be employees of companies within the Group, one of whom to be employed in the Group's life insurance company. The election of the board members and deputies employed in the Group shall be based on a proposal from the Supervisory Board members elected by the employees. The election of the other board members shall be prepared by the Election Committee, cf. Article 6-1.

Two of the members of the Board must be employees of the Group if so required by the majority of the employees. For these board members, up to two deputies shall be elected who shall also be employees of the Group. The board members and deputies employed in the Group shall be elected by the employees.

The Chairman and the Vice Chairman of the Board of Directors shall be elected separately by the Supervisory Board for a term of up to two years.

The Chairman, the Vice-Chairman and the other members of the Board of Directors who are not employees of the Group shall be elected by the General Meeting. The election shall be prepared by the Election Committee.

The members of the Board of Directors serve are elected for a period of up to two years.

The deputies for the employee members of the Board of Directors shall be elected for the same term of office as the members for whom they are deputies.

A member retiring before the end of his term of office shall be replaced by a new member elected at the first available opportunity for the remainder of the period.

Art. 3-2

Meeting of the Board of Directors shall be convened by the Chairman and held as often as required by the business of the company or when a demand to that effect has been made by one of the board members.

The Board of Directors has a quorum when more than half of all the bBoard members are present. However, the Board cannot pass a resolution unless all the members have been given the opportunity, as far as possible, to take part in the proceedings.

A resolution is valid when the majority of those present have voted in favour. In case of a tie vote, the person officially presiding over the meeting has the casting vote.

However, for a resolution to be considered valid at least one half of all the board members must have voted for itin favour.

Board members not attending a meeting must familiarise themselves with the resolutions adopted in their absence.

Art. 3-3

The Board of Directors shall administer the company's affairs. The Board shall ensure a sound organisation of business activities.

The Board of Directors shall draw up plans and budgets for the company's activities. The Board of Directors may also issue guidelines for operations.

The Board of Directors has a duty to keep itself informed about the company's financial position and to ensure that its activities, accounts and asset management are subject to adequate control.

The Board of Directors will carry out any examination which it deems necessary in order to be able to perform its duties. The Board shall instigate such examination when a demand to that effect has been made by one or more of the bBoard members.

The Board of Directors shall present recommendations to the Supervisory Board in matters concerning

1) investments of a considerable size in relation to the resources of the company,
2) rationalisation or restructuring of operations which will result in major changes to or reorganisation of staff.

The Board of Directors shall supervise the day-to-day management of the company's activities in general. The Board of Directors may issue instructions regarding the day-to-day management of the company.

Art. 3-4

The accounting year shall follow the calendar year.

Annual accounts and an annual report must be presented by the Board of Directors for each accounting year.

The annual report, annual accounts and auditor's report, cf. Article 7-3, shall be submitted to the Control Committee and the Supervisory Board for their comment no later than one week prior to their consideration by the Supervisory Board and no later than 21 days before the convening of the General Meeting which shall adopt the final statements."

Art. 3-5

The Board of Directors shall be responsible for the appointment and the dismissal of the Chief Executive, and decide his remuneration at a board meeting.

Art. 3-6

The authority to sign on behalf of the company is held severally by the Chairman of the Board of Directors and the Chief Executive, or jointly by two members of the Board of Directors who are not employees of any company within the Group. The authority to sign on behalf of the company may also be accorded by the Board of Directors to specifically designated officers.

Art. 3-7

The Chief Executive shall administer the day-to-day affairs of the company in accordance with the guidelines and directives issued by the Board of Directors.

Day-to-day management does not include matters which, in the ordinary business of the company, are of an extraordinary nature or of major importance.

The Chief Executive may in other matters take decisions when authorised to do so by the Board of Directors in each individual case or if the Board of Directors' decision cannot be delayed without serious detriment to the company. The Board of Directors must be notified of the decision as soon as possible.

The Chief Executive shall ensure that the company's accounts are in accordance with existing Norwegian legislation and regulations and that the assets of the company are managed soundly.

The Chief Executive shall at least once every month, in meetings with or in written statements to the Board, inform the Board of the company's activities, position and profit performance.

The Board of Directors may at any time demand that the Chief Executive give the Board a report on specific matters. Such a report may also be demanded by all individual member of the Board of Directors.

IV. The supervisory board

Art. 4-1

The Supervisory Board shall consist of thirty members.

The composition of the Supervisory Board shall reflect the various stakeholders in the Group, its customer structure and role and position in (Norwegian) society.

At least half of the Supervisory Board members and deputies must be resident in the Kingdom of Norway, or be citizens of and resident in a country which is a party to the EEA agreement.

The shareholders in General Meeting shall elect twenty members, ten of whom shall be elected each year. Every second year from ten to twenty deputy members shall be elected. The deputy members shall attend the Supervisory Board meetings by rotation. The election shall be prepared by the Election Committee, cf. Article 6-1.

Ten members and from ten to thirty deputy members shall be elected by and among the employees of companies within the Group.

Elections of representatives for the employees will be organised by an Election Committee appointed by the company's Board of Directors. The Election Committee will consist of up to ten persons, half of whom will be appointed among employees in companies within the Group at the proposal of the employees' trade unions. The Election Committee will lay down guidelines for the organisation of the election.

The Chairman and the Deputy Chairman of the Supervisory Board shall be elected each year by and among its members.

The members of the Supervisory Board and their deputies shall be elected for terms of two years. If a member of the Supervisory Board retires before his/her term of office has expired, a new member shall be elected at the first available opportunity for the remainder of the term.

Art. 4-2

The Supervisory Board shall be convened by the Chairman as often as considered necessary or when a demand to that effect has been made by the Board of Directors, by the Control Committee, or by at least one sixth of the members of the Supervisory Board.

The members of the Board of Directors, of the Control Committee, and the Auditor shall be summoned to the meetings of the Supervisory Board. Unless the Supervisory Board decides otherwise in each particular case the members of the Board of Directors and of the Control Committee have the right to attend and to speak at the meetings of the Supervisory Board. The Chairman of the Board and the Chief Executive shall attend the meetings unless their presence is clearly unnecessary or they have legitimate reasons for being absent. In the latter case, a deputy shall be appointed.

Art. 4-3

The Supervisory Board has a quorum when more than half of all the members are present. However, the Supervisory Board cannot pass resolutions unless all the members have been given the opportunity to participate in the proceedings. If a member is absent, a deputy shall be given the opportunity to attend the meeting. A resolution is passed by the Supervisory Board when the majority of those present have voted in favour. In case of a tie vote, the person officially presiding over the meeting has the casting vote.

Those voting in favour of a resolution must, however, always represent more than one third of the total membership of the Supervisory Board.

Art. 4-4

The Supervisory Board shall

1. supervise the Board of Directors' and the Chief Executive's management of the company. At a meeting of the Supervisory Board, each member may demand information on the operations of the company to the extent to which he/she finds this necessary.
1. on the recommendation of the Board of Directors take decisions on matters concerning:
a) investments of a considerable size in relation to the resources of the company,
b) rationalisation or restructuring of operations which will result in major changes to or reorganisation of staff.
1. submit an opinion to the General Meeting in respect of the adoption of the Board of Directors' proposal regarding the Profit and Loss Account and the Balance Sheet, alternatively also the Consolidated Profit and Loss Account and the Consolidated Balance Sheet.
1. submit an opinion to the General Meeting in respect of the Board of Directors' proposed application of profit or provision for loss.
1. submit an opinion in matters pertaining to the company and referred to it by the Board of Directors or the Control Committee.
1. present a proposal to the General Meeting on the selection of Auditor.
1. elect members and deputy members of the Board of Directors, see, however, Article 3-1, paragraph 4, and determine their remuneration.
1. lay down instructions for the Control Committee, cf. Article 5-3.

Art. 4-5

The person officially presiding over the meeting is responsible for the keeping of minutes of the proceedings. The minutes shall be approved and signed by all participants present or by the person officially presiding over the meeting and two other participants to be elected at the meeting.

V. The control committee

Art. 5-1

The Control Committee shall consist of three to five members and two deputies. Any member of the Control Committee who is elected from outside the Supervisory Board must satisfy the conditions for election to the

Supervisory Board. One member of the Control Committee must satisfy the requirements stipulated for Justices of the Supreme Court pursuant to Section 54, subsection 2 of the Courts of Law Act of 13 August 1915. The election of this member is subject to the approval of the Financial Supervisory Authority of Norway. The Commission may grant dispensation from the rules set out in the two preceding sentences. A member or deputy member of the Board of Directors, the Auditor or any officers of the company are ineligible for election as members or deputy members of the Control Committee. Nor may any person be elected who is a minor or who is an associate with, is subordinate to or dependent upon, or is married to or related by blood or marriage in a direct line of ascent or descent or in the first lateral line to any member or deputy member of the Board of Directors, to the Auditor or to any senior officer of the company. Nor may any person be elected who has been adjudicated bankrupt, who has filed a petition for the opening of debt settlement proceedings, or whose estate is under private administration by his creditors. A member shall retire from the Control Committee if circumstances arise which would make him or her ineligible for election. In the place of the retiring member, a new member shall be elected for the remainder of the term of office at the first available opportunity.

Elections are valid for two years.

Art. 5-2

The Control Committee shall be convened as often as is considered necessary to ensure effective supervision. Minutes of its proceedings shall be recorded in a book specifically approved for that purpose by the Financial Supervisory Authority of Norway, and the Committee shall submit annual reports on its activities to the Supervisory Board, the General Meeting and to the Financial Supervisory Authority of Norway.

Art. 5-3

The Control Committee shall supervise the company's activities and ensure, inter alia, that the company complies with statutory enactments, its Articles of Association and rules laid down by the Supervisory Board and approved by the General Meeting. If it is considered necessary the Control Committee may examine the Group's records, books, correspondence, and assets, those of the Group itself as well as those on deposit with the Group. The Board of Directors and the Auditor must give the Control Committee any information which the committee might require to carry out its functions. Instructions for the Control Committee are laid down by the Supervisory Board, subject to approval by the Financial Supervisory Authority of Norway.

IVI. The Eelection Ccommittee

Art. 46-1

The Election Committee shall consist of up to five members. The Chairman of the Supervisory Board shall be a permanent member and will chair the Election Committee. The other members shall be elected by the General meeting for a term of two years.

The Election Committee shall consist of up to five members elected by the General Meeting for a term of two years.

The Election Committee shall propose candidates - apart from the employee representatives - to the following positions and functions:

Members and deputy members of the Supervisory Board, as well as the chairman and vice-chairman The Chairman and Vice-Chairman of the Board of Directors
Other members of the Board of Directors, apart from the members elected by the employees
Members, the chairman and vice-chairman of the Board of Directors
Members and deputy members of the Control Committee, as well as the chairman and vice-chairman
Members of the Election Committee

The Election Committee shall also propose the appropriate remuneration for each position.

VII. The Ggeneral Mmeeting

Art. 57-1

The ordinary General Meeting shall be held annually before the end of April.

The General Meeting shall be convened by the Chairman of the Supervisory Board of Directors. The meeting shall be convened by a letter to all the shareholders, sent to the address recorded in the register of shareholders. Notice of the meeting shall also be given on the company's websitein advertisements in the newspaper "Aftenposten".

The notice may require that shareholders who wish to attend the General Meeting notify the company no later than five days in advance.

The notice convening a General Meeting shall be sent no later than 21 days before the meeting is to be held. The notice shall specify who will open the General Meeting.

When documents relating to matters to be considered at a General Meeting are made available for shareholders at the company's web site, the requirements of the Norwegian Public Limited Liability Companies Act or the Articles of Association to send such documents to the shareholders do not apply. This also applies to documents that pursuant to the Norwegian Public Limited Liability Companies Act or the Articles of Association shall be included in or attached to the notice of the General Meeting. However, a shareholder may require that documents relating to matters to be considered at the General Meeting be sent to the shareholder.

The members of the Board of Directors, of the Control Committee, and the Auditor shall be summoned to the General Meeting. Unless the General Meeting makes a decision to the contrary in each particular case, the members of the Board of Directors and of the Control Committee have the right to attend and to speak at the General Meeting. The Chairman of the Board and the Chief Executive shall attend the General Meeting unless their presence is clearly unnecessary, or they have legitimate reasons for being absent. In the latter case, a deputy shall be appointed.

Within a reasonable time prior to the General Meeting, the Financial Supervisory Authority of Norway must be notified in matters to be considered. A copy of the minutes of proceeding the General Meeting shall without undue delay be forwarded to the Financial Supervisory Authority.

The Board of Directors may decide that shareholders shall be permitted to cast their votes in writing, including by means of electronic communication, during a defined period prior to the General Meeting. In connection with such advance voting, an adequate method shall be used to authenticate the identity of the sender.

Art. 7-2

The General Meeting shall be chaired by the Chairman of the Supervisory Board. In the event of the Chairman being unable to attend, the Deputy Chairman of the Supervisory Board shall preside over the Meeting. In the event of both the Chairman and the Deputy Chairman being unable to attend, the Chairman of the Board of Directors shall open the general meeting and one of the shareholders present shall be elected to preside over the meeting.

Art. 75-2-3

Through the General Meeting the shareholders exercise the highest authority of the company. All decisions are made by simple majority, unless otherwise laid down by law or regulations.

The ordinary Annual General Meeting shall transact the following business:

to elect a shareholder to preside over the meeting from among those present, in the event of the Chairman and the Deputy Chairman of the Supervisory Board being unable to attend, cf. Article 7-1.
to a Approve the annual accounts and annual report, including the distribution of dividends. to elect twenty members of the Supervisory Board, ten of whom to be elected each year. Every second
year from ten to twenty deputy members shall be elected, cf. Article 4-1, paragraph 4. Elect the Chairman, the Vice-Chairman and other members to the Board of Directors, apart from the
members elected by the employees to elect members, the Chairman and the Vice Chairman to the Control Committee.
to e Elect members to the Election Committee, cf. Article 6-1.
to e Elect an Auditor
to a Approve the remuneration of the elected representatives members of the Supervisory Board, Control Committee and Election Committee, and that of the statutory Aauditor.
to c Consider other matters appertaining to the General Meeting pursuant to law or the Articles of Association.

Art. 5.37-4

For as long as Sparebankstiftelsen the DNB Savings Bank Foundation owns 10% or more of the shares in DNB ASA, the question of sale or other disposal of shares in DNB Bank ASA shall be considered by the General Meeting. The same applies to questions concerning a merger or demerger of the bank, disposal of a material portion of the bank's business or the issuing of shares in the bank to parties other than DNB ASA.

Decisions concerning the disposal of shares, merger, demerger, sale of a material part of DNB Bank ASA's business or the issuing of shares in the bank to party or parties other than DNB ASA, require the approval of at least two-thirds of the votes cast and of the share capital represented at the General Meeting.

Art. 7-5-4

The person who opens the Annual General Meeting shall, before the first vote is taken, make a record of the attending shareholders and proxies, including the number of shares and votes each represents. This record remains in force until amended by the Annual General Meeting.

Art. 5-57-6

The Chairman is responsible for ensuring that minutes are kept of the proceedings. The minutes shall record the decisions of the Annual General Meeting, stating the results of the voting. The list of the attending shareholders and proxies shall be included in or attached to the minutes. The minute book shall be signed by the Chairman and at least one other person selected by and among those attending the Annual General Meeting. The minute book shall be kept in a safe place and made accessible to the shareholders.

VIII. Period of service

Art. 68-1

An elected member or the Chairman of the Board of Directors, of the Supervisory Board or of the Control CommitteeNo one may hold a board position such office for a consecutive period of no more than 12 consecutive years or for a total period not exceeding 20 years.

No person can be elected or re-elected to a board positionany of these offices if he or she, pursuant to thise provisions of this Article, is unable to remain in office for the entire election period.

VIIX. Amendments to the Aarticles of Aassociation

Art. 79-1

A resolution to amend the Articles of Association must be adopted by the General Meeting. The resolution and requires a two-thirds majority of the votes cast as well as of the share capital represented at the General Meeting.

Amendments to the Articles of Association must be approved by the Financial Supervisory Authority of Norway and enter into force as of the date such approval is given.

Articles of Association DNB ASA

I. Company name - registered office - objects

Art. 1-1

The name of the company is DNB ASA. The company is a public limited company. The company's registered office is in the municipality of Oslo.

Art. 1-2

The object of the company is ownership or ownership interests in other enterprises engaged in banking, insurance or financing, and any related activities, within the scope of Norwegian legislation in force at any time.

II. Share capital - shares

Art. 2-1

The share capital of the company is NOK 16,287,988,610 divided into 1,628,798,861 shares of NOK 10.00 each.

Art. 2-2

Shares in DNB ASA are registered with the Norwegian Central Securities Depository (Verdipapirsentralen ASA).

Each transfer of shares shall immediately be reported to the Norwegian Central Securities Depository by the transferor.

Transferees cannot exercise their rights as shareholders until they have been recorded in the share register of the Norwegian Central Securities Depository or have reported and established their acquisition of shares.

III. The Board of Directors

Art. 3-1

The Board of Directors shall consist of up to seven members and shall represent broad and varied interests.

The Chief Executive and at least half of the board members must be resident in the Kingdom of Norway, or be citizens of a country which is a party to the EEA agreement and resident in such a country.

The members of the Board of Directors are elected for a period of up to two years.

The deputies for the employee members of the Board of Directors shall be elected for the same term of office as the members for whom they are deputies.

A member retiring before the end of his term of office shall be replaced by a new member elected at the first available opportunity for the remainder of the period.

Art. 3-2

The Board of Directors has a quorum when more than half of all the board members are present. However, the Board cannot pass a resolution unless all the members have been given the opportunity, as far as possible, to take part in the proceedings.

A resolution is valid when the majority of those present have voted in favour. In case of a tie vote, the person officially presiding over the meeting has the casting vote.

However, for a resolution to be considered valid at least one half of all the board members must have voted in favour.

Board members not attending a meeting must familiarise themselves with the resolutions adopted in their absence.

Art. 3-3

The Board of Directors shall administer the company's affairs. The Board shall ensure a sound organisation of business activities.

The Board of Directors shall draw up plans and budgets for the company's activities. The Board of Directors may also issue guidelines for operations.

The Board of Directors has a duty to keep itself informed about the company's financial position and to ensure that its activities, accounts and asset management are subject to adequate control.

Art. 3-4

The accounting year shall follow the calendar year.

Annual accounts and an annual report must be presented by the Board of Directors for each accounting year.

Art. 3-5

The Board of Directors shall be responsible for the appointment and the dismissal of the Chief Executive, and decide his remuneration at a board meeting.

Art. 3-6

Art. 3-7

The Chief Executive shall administer the day-to-day affairs of the company in accordance with the guidelines and directives issued by the Board of Directors.

Day-to-day management does not include matters which, in the ordinary business of the company, are of an extraordinary nature or of major importance.

The Chief Executive shall ensure that the company's accounts are in accordance with existing Norwegian legislation and regulations and that the assets of the company are managed soundly.

The Chief Executive shall at least once every month, in meetings with or in written statements to the Board, inform the Board of the company's activities, position and profit performance.

IV. The Election Committee

Art. 4-1

The Election Committee shall consist of up to five members elected by the General Meeting for a term of two years.

The Election Committee shall propose candidates to the following positions and functions:

The Chairman and Vice-Chairman of the Board of Directors
Other members of the Board of Directors, apart from the members elected by the employees
Members of the Election Committee

The Election Committee shall also propose the appropriate remuneration for each position.

V. The General Meeting

Art. 5-1

The ordinary General Meeting shall be held annually before the end of April.

The General Meeting shall be convened by the Board of Directors. The meeting shall be convened by a letter to all the shareholders, sent to the address recorded in the register of shareholders. Notice of the meeting shall also be given on the company's website.

The notice may require that shareholders who wish to attend the General Meeting notify the company no later than five days in advance.

The notice convening a General Meeting shall be sent no later than 21 days before the meeting is to be held. The notice shall specify who will open the General Meeting.

When documents relating to matters to be considered at a General Meeting are made available for shareholders at the company's website, the requirements of the Norwegian Public Limited Liability Companies Act or the Articles of Association to send such documents to the shareholders do not apply. This also applies to documents that pursuant to the Norwegian Public Limited Liability Companies Act or the Articles of Association shall be included in or attached to the notice of the General Meeting. However, a shareholder may require that documents relating to matters to be considered at the General Meeting be sent to the shareholder.

The members of the Board of Directors and the Auditor shall be summoned to the General Meeting. Unless the General Meeting makes a decision to the contrary in each particular case, the members of the Board of Directors have the right to attend and to speak at the General Meeting. The Chairman of the Board and the Chief Executive shall attend the General Meeting unless their presence is clearly unnecessary, or they have legitimate reasons for being absent. In the latter case, a deputy shall be appointed.

Within a reasonable time prior to the General Meeting, the Financial Supervisory Authority of Norway must be notified in matters to be considered. A copy of the minutes of the General Meeting shall without undue delay be forwarded to the Financial Supervisory Authority.

Art. 5-2

Through the General Meeting the shareholders exercise the highest authority of the company. All decisions are made by simple majority, unless otherwise laid down by law or regulations.

The Annual General Meeting shall:

Approve the annual accounts and annual report, including the distribution of dividends
Elect the Chairman, the Vice-Chairman and other members to the Board of Directors, apart from the members elected by the employees
Elect members to the Election Committee
Elect an Auditor
Approve the remuneration of the elected representatives and that of the statutory Auditor.
Consider other matters appertaining to the General Meeting pursuant to law or the Articles of Association.

Art. 5.3

For as long as the DNB Savings Bank Foundation owns 10% or more of the shares in DNB ASA, the question of sale or other disposal of shares in DNB Bank ASA shall be considered by the General Meeting. The same applies to questions concerning a merger or demerger of the bank, disposal of a material portion of the bank's business or the issuing of shares in the bank to parties other than DNB ASA.

Art. 5-4

Art. 5-5

VI. Period of service

Art. 6-1

No one may hold a board position for a consecutive period of more than 12 years or for a total period exceeding 20 years. No person can be elected or re-elected to a board position if he or she, pursuant to this provision, is unable to remain in office for the entire election period.

VII. Amendments to the Articles of Association

Art. 7-1

A resolution to amend the Articles of Association must be adopted by the General Meeting and requires a two-thirds majority of the votes cast as well as of the share capital represented at the General Meeting.

Amendments to the Articles of Association must be approved by the Financial Supervisory Authority of Norway and enter into force as of the date such approval is given.

Instructions for the Election Committee in DNB ASA

Composition, election and remuneration

The Election Committee shall consist of up to five members who must be shareholders or representatives for shareholders. The chairman of the Supervisory Board is a permanent member and will chair the Election Committee. The mMembers and the chairman of the Election Committee are elected by the General Meeting for a term of up to two years.

Remuneration to the Election Committee is determined by the General Meeting.

Expenses incurred by the Election Committee will be refunded by the company.

The Election Committee is responsible for shall submit recommendations to the General Meeting for:

submitting recommendations to the General Meeting for the election of Supervisory Board members and deputy members (with the exception of employee representatives)
submitting recommendations to the Supervisory Board for the election of the chairman and vicechairman of the Supervisory Board
submitting recommendations to the Supervisory Board for the election of members, the chairman and vice-chairman of the Board of Directors (with the exception of employee representatives)
submitting recommendations to the General Meeting for the election of members, deputy members, the chairman and vice-chairman of the Control Committee
submitting recommendations to the General Meeting for the election of members and the chairman ofto the Election Committee
proposing remuneration to the Board of Directors and the Election Committeeabove-mentioned elected representatives

The recommendation for the election of members to the Election Committee shall be based on the principle that the majority of the committee members shall be independent of the company's Board of Directors or other senior executives. At least one member of the Election Committee should not be a member of the Supervisory Board. Furthermore, Tthere should be rotation among the committee members.

The recommendation for the election of members to the Election Committee shall be based on the following:

The composition of the Board of Directors should ensure that the Board can attend to the common interests of all shareholders and meets DNB's need for expertise, capacity and diversity.
Attention should be paid to ensuring that the Board of Directors can function effectively as a collegiate body.
The composition of the Board of Directors should ensure that it can operate independently of any special interests. The Board of Directors should not include senior executives.

Rules for administrative procedures

The Election Committee has a quorum when the chairman of the Election Committee and at least two members are present. All members shall as far as possible be given occasion to participate in considerations.

Meetings of the Election Committee are held when convened by the chairman, or at the request of two or more members. The proceedings of committee meetings shall be recorded in minutes.

The chairman of the Board of Directors and the group chief executive shall be convened to a least one meeting of the Election Committee before the Election Committee presents its final recommendation, but not be entitled to vote.

The Election Committee will obtain information from group management or other persons, including employee representatives and shareholders, as considered relevant.

The Election Committee will be presented with the Board of Directors' assessment of their activity and competencies. The chairman of the Board of Directors will attend meetings of the Election Committee and inform members of the assessment. The Election Committee will subsequently go through the assessment.

Consideration of the Election Committee's recommendations

The Election Committee's recommendations to the General Meeting will be submitted with sufficient time to inform shareholders prior to the General Meeting. The recommendations are made available to shareholders on the company's web site on the date the notice of the General Meeting is sent. Shareholders who so request, will receive the recommendations by mail.

The recommendation should include information about the candidates' qualifications, capacity and independence. Information on the members of the Board of Directors should also include each member's age, education and professional experience. Information should also be given on how long each individual has been a board member and any assignments carried out for the company, as well as the individual's major assignments with other companies and organisations. In the case of a proposal for re-election, the recommendation can refer to the information provided in the annual report.

The chairman of the Election Committee, or the person he or she authorises, will present the recommendations, including the grounds for the choices, to the General Meeting.

The Election Committee's recommendations to the Supervisory Board will be enclosed with the notice of the meeting of the Supervisory Board in which the recommendations will be considered. The recommendation should include information about the candidates' qualifications, capacity and independence. Information on the members of the Board of Directors should include each member's age, education and professional experience. Information should also be given on how long each individual has been a board member and any assignments carried out for the company, as well as the individual's major assignments with other companies and organisations. In the case of a proposal for re-election, the recommendation can refer to the information provided in the annual report. The chairman of the Election Committee, or the person he or she authorises, will present the recommendations to the General Meeting.

Instructions for the Election Committee in DNB ASA

Composition, election and remuneration

The Election Committee shall consist of up to five members who must be shareholders or representatives for shareholders. The members and the chairman of the Election Committee are elected by the General Meeting for a term of up to two years.

Remuneration to the Election Committee is determined by the General Meeting.

Expenses incurred by the Election Committee will be refunded by the company.

The Election Committee shall submit recommendations to the General Meeting for:

the election of members, the chairman and vice-chairman of the Board of Directors (with the exception of employee representatives)
the election of members and the chairman of the Election Committee
remuneration to the Board of Directors and the Election Committee

The recommendation for the election of members to the Election Committee shall be based on the principle that the majority of the committee members shall be independent of the company's Board of Directors or other senior executives. There should be rotation among the committee members.

The recommendation for the election of members to the Election Committee shall be based on the following:

The composition of the Board of Directors should ensure that the Board can attend to the common interests of all shareholders and meets DNB's need for expertise, capacity and diversity.
Attention should be paid to ensuring that the Board of Directors can function effectively as a collegiate body.
The composition of the Board of Directors should ensure that it can operate independently of any special interests. The Board of Directors should not include senior executives.

Rules for administrative procedures

Meetings of the Election Committee are held when convened by the chairman, or at the request of two or more members. The proceedings of committee meetings shall be recorded in minutes.

The Election Committee will obtain information from group management or other persons, including employee representatives and shareholders, as considered relevant.

Consideration of the Election Committee's recommendations

The Election Committee's recommendations to the General Meeting will be submitted with sufficient time to inform shareholders prior to the General Meeting. The recommendations are made available to shareholders on the company's website on the date the notice of the General Meeting is sent. Shareholders who so request, will receive the recommendations by mail.

The chairman of the Election Committee, or the person he or she authorises, will present the recommendations, including the grounds for the choices, to the General Meeting.

AI assistant

DNB Bank ASA — AGM Information 2015

3579_iss_2015-03-27_632d4194-c1d9-4456-9f1e-87846e640d96.pdf

DNB ASA – Notice of Annual General Meeting Thursday, 23 April 2015 at 3.00 pm in Oslo

Agenda:

Votes and voting rights

Right to attend

Registration

Advance votes and proxy

Documents

Details on items on the agenda

4. Approval of the 2014 annual report and accounts, including the distribution of dividends

Proposed resolution:

5. Approval of the auditor's remuneration

Proposed resolution:

6. Statement from the Board of Directors in connection with remuneration to senior executives

Proposed resolution:

7. Corporate governance in DNB

Proposed resolution:

8. Authorisation to the Board of Directors for the repurchase of shares

Proposed resolution:

9. Election of members and deputies to the Supervisory Board

Proposed resolution:

10. Election of members, deputies, the chairman and the vice-chairman to the Control Committee

Ole Trasti Oslo

Proposed resolution:

11. Election of a member and chairman to the Election Committee

Proposed resolution:

12. Approval of remuneration rates for members of the Supervisory Board, Control Committee and Election Committee

Remuneration to the Supervisory Board:

Remuneration to the Control Committee:

Remuneration to the Election Committee:

Proposed resolution:

13. Amendments to the Articles of Association

Proposed resolution:

14. Changes in the Election Committee's instructions

Proposed resolution:

Presentation of the candidates – in alphabetical order

Annual General Meeting in DNB ASA, to be held at 3.00 pm on Thursday, 23 April 2015 at DNB's premises in Dronning Eufemias gate 30, Bjørvika, Oslo, Norway.

REGISTRATION FORM/ADVANCE VOTES

PROXY FORM WITHOUT VOTING INSTRUCTIONS – ANNUAL GENERAL MEETING IN DNB ASA, 23 APRIL 2015

Annual General Meeting in DNB ASA, 23 April 2015

PROXY FORM WITH VOTING INSTRUCTIONS

Attachments

Note 51 Remunerations etc.

The Board of Directors' statement on the stipulation of salaries and other remunerations to senior executives

Decision-making process

Pursuant to Section 6-16a of the Norwegian Public Limited Companies Act, the Board of Directors will present the following statement on remunerations to the Annual General Meeting for voting:

"Information about DNB's remuneration scheme

Group guidelines for variable remuneration

A. Guidelines for the coming accounting year

Remuneration to the group chief executive

Remuneration to other senior executives

Target structure 2015

Determination of variable remuneration for 2015

Special rules for senior executives, identified risk takers and employees responsible for independent control functions

Pensions etc.

B. Binding guidelines for shares, subscription rights, options etc. for the coming accounting year

C. Statement on the senior executive salary policy in the previous account year

D. Statement on the effects for the company and the shareholders of remuneration agreements awarding shares, subscription rights, options etc.

Terms for the chairman of the Board of Directors

Terms for the group chief executive

Remunerations etc. in 2014 DNB Group

Remunerations etc. in 2013 DNB Group

Other information on pension agreements

Subscription rights programme for employees

Articles of Association DNB ASA

I. Company name - registered office - objects

Art. 1-1

Art. 1-2

II. Share capital - shares

Art. 2-1

Art. 2-2

III. The Bboard of Ddirectors

Art. 3-2

Art. 3-3

Art. 3-4

Art. 3-5

Art. 3-6

Art. 3-7

DNB Bank ASA AGM Information 2015