DNB Bank ASA — Proxy Solicitation & Information Statement 2010

Apr 6, 2010

DnB NOR

Notice of Annual General Meeting in DnB NOR ASA, Tuesday, 27 April 2010 in Oslo

Shareholders in DnB NOR ASA are invited to attend the Annual General Meeting to be held at 6.00 pm on Tuesday, 27 April 2010 at DnB NOR's premises in Kirkegt. 21, 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 remuneration rates for members of the Supervisory Board, Control Committee and Election Committee.
5. Approval of the auditor's remuneration.
6. Approval of the 2009 annual report and accounts, including the distribution of dividends and group contributions.
7. Election of eleven members and one deputy to the Supervisory Board.
8. Election of four members to the Election Committee.
9. Authorisation to the Board of Directors for the repurchase of shares.
10. Statement from the Board of Directors in connection with remuneration to senior executives.
11. Items notified to the Board of Directors by shareholder Sverre T. Evensen:
12. Special remuneration or broad shared financial responsibility and common interests
13. Reforms to ensure sound corporate governance by changing/strengthening the competence and independence of governing bodies
14. Reversal of authority to the General Meeting
15. Cultivation of individual roles in the Group to strengthen risk management and capital adequacy

DnB NOR 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 have a right to attend the General Meeting, either in person or by proxy. Shareholders, or their proxies, who wish to attend the Annual General Meeting must notify DnB NOR Bank ASA, ensuring that the bank receives notice no later than 6.00 pm on Thursday, 22 April 2010. Mailing address: DnB NOR Bank ASA, Registrar's Department, NO-0021 Oslo, Norway. Attendance can also be registered by fax, no. (+47) 22 48 11 71. Please use the enclosed registration and proxy forms (which contain further instructions on how to use the proxy form).

Shareholders who use Investor Services may register attendance or appoint a proxy electronically through Investor Services. Shareholders who do not use Investor Services may register attendance or appoint a proxy electronically through DnB NOR's web page www.dnbnor.com/agm.

On the company's web page www.dnbnor.com/agm, the following documents concerning the Annual General Meeting can be found:

• Annual report for 2009
• 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: gf@dnbnor.no

Telephone no.: (+47) 24 02 51 02 (8.00 am-4.00 pm)

For administrative reasons, voting slips must be collected at the place of meeting no later than 6.00 pm.

Oslo, 6 April 2010

A

A

Amund Skarholt

Chairman of the Supervisory Board

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Details on items on the agenda

4 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, which consists of Eldbjørg Løwer, Per Otterdahl Møller, Amund Skarholt (chairman), Arthur Sletteberg and Reier Ola Søberg.

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.

Remuneration to the Supervisory Board:

No changes have been proposed in remuneration rates for the chairman, members and deputy members of the Supervisory Board.

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 rates for the Supervisory Board – last changed in 2008:

Chairman (per annum): NOK 55 000

Members/deputies (per meeting): NOK 3 000

Remuneration to the Control Committee:

No changes have been proposed in remuneration rates for chairman, vice-chairman, members and deputy members of the Control Committee for 2010.

Remuneration rates (per annum) for the Control Committee – last changed in 2008:

Chairman: NOK 305 000

Vice-chairman: NOK 220 000

Members/deputies: NOK 190 000

Remuneration to the Election Committee:

No changes have been proposed in remuneration rates for the chairman and members of the Election Committee for 2010.

Remuneration rates for the Election Committee – last changed in 2004

Chairman/members (per meeting): NOK 3 000

Proposed resolution:

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

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. At its meeting on 16 March 2010, the Board of Directors agreed on the following proposal:

"The Board of Directors of DnB NOR ASA recommends that the Annual General Meeting approve the statutory auditor's remuneration for 2009 of NOK 597 000 for DnB NOR ASA."

The remuneration for the statutory audit of DnB NOR ASA has been reduced by 23 per cent compared with the remuneration for 2008, mainly due to an additional remuneration of NOK 200 000 invoiced for 2008.

Proposed resolution:

The General Meeting hereby approves the auditor's remuneration for 2009.

6 Approval of the 2009 annual report and accounts, including the distribution of dividends and group contributions

Reference is made to the 2009 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 and group contributions

At its meeting on 25 March 2010, the Supervisory Board agreed on the following statement to the General Meeting:

"The Supervisory Board of DnB NOR 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 2009 annual report and accounts, as well as the proposed allocation of the profit for the year, including the distribution of a dividend of NOK 1.75 per share to registered shareholders as at 27 April 2010, to be distributed as from 11 May 2010. The shares in DnB NOR ASA will be quoted ex-dividend on 28 April 2010.

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The Supervisory Board further recommends that the General Meeting approve a group contribution to the subsidiary DnB NOR Skadeforsikring AS of NOK 95 million. After taxes, the group contribution totals NOK 68 million."

The Control Committee's annual statement will be available at the General Meeting. The statement concerning remuneration to senior executives, as described in note 45 in the annual report, will be voted on under item 10.

Proposed resolution:

The General Meeting hereby approves the Board of Directors' proposal for the 2009 annual report and accounts, as well as the proposed allocation of the profit for the year, including the distribution of a dividend of NOK 1.75 per share to registered shareholders as at 27 April 2010, to be distributed as from 11 May 2010. The shares in DnB NOR ASA will be quoted ex-dividend on 28 April 2010.

The General Meeting further approves a group contribution to the subsidiary DnB NOR Skadeforsikring AS of NOK 95 million. After taxes, the group contribution totals NOK 68 million.

7 Election of eleven members and one deputy to the Supervisory Board

The Election Committee, which consists of Eldbjørg Løwer, Per Otterdahl Møller, Amund Skarholt (chairman), Arthur Sletteberg and Reier Ola Søberg, unanimously recommends the election of the following ten members to the Supervisory Board, with a term of office until the Annual General Meeting in 2012:

• Nils Halvard Bastiansen, Bærum (re-election)
• Toril Eidesvik, Bergen (re-election)
• Camilla Marianne Grieg, Bergen (new member)
• Eldbjørg Løwer, Kongsberg (re-election)
• Per Otterdahl Møller, Skien (new member)
• Dag J. Opedal, Oslo (re-election)
• Ole Robert Reitan, Nesøya (new member)
• Gudrun B. Rollefsen, Hammerfest (re-election)
• Arthur Sletteberg, Stabekk (re-election)
• Hanne Rigmor Egenæss Wiig, Halden (re-election)

Pursuant to the Financial Institutions Act, Section 2d-3, fourth subsection, employees and elected officers in the Savings Bank Foundation may serve as representatives on Supervisory Boards in companies where the Foundation has ownership interests. In this connection, the Savings Bank Foundation's former representative Alf Kirkesæther will be replaced by Per Otterdahl Møller, board chairman in the DnB NOR Savings Bank Foundation.

In addition, the Election Committee recommends the election of the following member to the Supervisory Board, with a term of office until the Annual General Meeting in 2011:

• Herbjørn Hansson, Sandefjord (re-election)

Herbjørn Hansson is elected for a term of one year, as he will reach the maximum twelve-year limit for holding such office in 2011, cf. Section 13a of the Commercial Banks Act and Section 7, fourth subsection of the Savings Banks Act.

The Election Committee's recommendation is based on the wish for a certain renewal of the Supervisory Board as well as representation from all parts of Norway and from among the Group's shareholders and customers. Together, the candidates have broad experience from Norwegian society and business operations as well as from sectors of key importance to the Group's activities. Gender balance has also been emphasised. As a large number of candidates are up for re-election, the need for continuity is ensured.

The Election Committee also recommends the election of one new deputy with a term of office of one year:

• Elsbeth Sande Tronstad, Oslo (new member)

The Election Committee bases its recommendation on the fact that Tronstad has relevant competence through her experience from the business community, organisations and politics. In addition, this is a supplementary election, as Tronstad will replace a representative who stepped down during 2009.

A detailed presentation of the candidates is enclosed.

Proposed resolution:

The General Meeting hereby approves the Election Committee's proposed election of ten members to the Supervisory Board with a term of office until the Annual General Meeting in 2012 and one member with a term of office until the Annual General Meeting in 2011.

The General Meeting also approves the Election Committee's proposed election of one new deputy with a term of office until 2011.

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8 Election of four members to the Election Committee.

The Election Committee unanimously recommends the election of the following four members to the Election Committee in DnB NOR ASA, with a term of office until the Annual General Meeting in 2012:

Eldbjørg Løwer, Kongsberg (re-election)
Per Otterdahl Møller, Skien (re-election)
Arthur Sletteberg, Stabekk (re-election)
Reier Ola Søberg, Oslo (re-election)

The basis for the recommendation is the need for continuity.

The chairman of the Election Committee in DnB NOR ASA is the same as the chairman of the Supervisory Board, cf. Article 6-1 of the Articles of Association, and will be elected at the Supervisory Board meeting on 15 June 2010.

Proposed resolution:
The General Meeting hereby approves the Election Committee's proposed election of members to the Election Committee for the period until the Annual General Meeting in 2012.

9 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 NOR Group's strategy to achieve an optimal level of equity, it is a favourable option for DnB NOR ASA to be authorised to repurchase own shares.

In 2009, the Annual General Meeting was not asked to authorise DnB NOR ASA to purchase own shares due to the special situation in the financial industry, characterised by the financial crisis and uncertainty regarding capital strength. However, the situation has now changed, and it has been proposed that the General Meeting grant the company such an authorisation.

The Ministry of Trade and Industry has indicated a preference for the own shares acquired by DnB NOR 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 ensuing from Section 3-12 in the Securities Trading Act.

DnB NOR has signed an agreement with the Ministry of Trade and Industry 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 NOR ASA may purchase shares at a price between NOK 10 and NOK 150 per share. The adjustment of the interval reflects recent share price developments.

It should be noted that a proposal will be presented to the General Meeting in DnB NOR 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 NOR ASA, thereby enabling DnB NOR Markets to enter into hedging contracts relating to derivative trading. Pursuant to Section 9-2 of the Public Limited Companies Act, second subsection, the Group's total holding of own shares cannot exceed 10 per cent of the parent company's share capital. Shares acquired by DnB NOR Bank ASA will therefore be included when calculating the Group's shareholding and thus reduce the basis for the authorisation granted to the Board of Directors of DnB NOR ASA accordingly. It is thus proposed that an authorisation for 9.5 per cent of the share capital be granted to the Board of Directors of DnB NOR ASA.

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 NOR ASA to acquire own shares for a total face value of up to NOK 1 547 358 918, corresponding to 9.5 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 150. 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.

10 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 45 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 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)

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Proposed resolution:
The General Meeting hereby approves the binding guidelines for shares, subscription rights, options etc. for the coming accounting year.

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.

11 Items notified to the Board of Directors by shareholder Sverre T. Evensen

Shareholder Sverre T. Evensen has notified to the Board of Directors of the following items:

• Special remuneration or broad shared financial responsibility and common interests
• Reforms to ensure sound corporate governance by changing/strengthening the competence and independence of governing bodies
• Reversal of authorisation to the General Meeting
• Cultivation of individual roles in the Group to strengthen risk management and capital adequacy

Sverre T. Evensen will be asked to account for these items at the General Meeting.

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Presentation of the candidates – in alphabetical order

Nils H. Bastiansen (born 1960). Bastiansen holds a degree from Handelsakademiet (commercial college) in Oslo in 1984 and a Master of International Management degree from the American Graduate School of International Management, Arizona in 1986. He received his financial analyst certificate from the Norwegian School of Economics and Business Administration in 1998, and worked as a stockbroker in DnB Fonds AS from 1987 to 1991 and in Unibank Securities, Copenhagen from 1992 to 1994. He was employed by the National Insurance Scheme Fund in 1995 as a portfolio manager and is now executive director, Equities in the same institution.

Toril Eidesvik (born 1968). Eidesvik has a law degree from the University of Oslo in 1993. From 1994 to 2002, she worked as a lawyer in the law firm Simonsen Musæus Advokatfirma DA and in Gjensidige NOR Sparebank. From 2003 to 2008, she worked as a lawyer at Caiano AS, where she was involved in the restructuring of Actinor Shipping AS and InShip AS. In 2008, Eidesvik became managing director of Green Reellers ASA. She has held a number of board positions and is currently a board member in Solstad Offshore ASA.

Herbjørn Hansson (born 1948). Hansson is a graduate (MBA) of the Norwegian School of Economics and Business Administration and the Harvard Business School. He worked as a consultant for the Norwegian Shipowners' Association from 1974 to 1975, as head of research and chief economist at Intertanko from 1975 to 1980 and as financial director in Kosmos AS in the 1980s. In 1989, he founded Ugland Nordic Shipping ASA (UNS) and was the company's managing director from 1993 until 2001, when UNS, under his management, was sold to Teekay. Until autumn 2004, Hansson was vice-chairman of the Board of Directors of Teekay Norway AS. He is now chairman of the Board of Directors and CEO of Nordic American Tanker Shipping Ltd, an international tanker company which he founded in 1995 and which is listed on the New York Stock Exchange. He is chairman of the Supervisory Board of DnB NOR Finans AS, a board member in the Norwegian Shipowners' Association and in the European Community Shipowners' Association in Brussels. He also holds a number of board positions in the manufacturing industry, the offshore drilling industry, the insurance industry (Gard), the certification industry (DnV) and Anders Jahre's Humanitarian Foundation.

Camilla Marianne Grieg (born 1964). Grieg has a Bachelor's degree from the University of Bergen, an MBA – Major Finance from the University of San Francisco and is a certified financial analyst AFA from NHHK/NFF. She previously worked as a financial analyst in Bergen Fonds AS and as a corporate market analyst in Star Shipping AS. Grieg is former CEO in Grieg Shipping AS and is now CEO in Grieg Shipping Group AS. She was formerly board chairman in Bergen Shipowning Association. Grieg is now a board member in Storebrand ASA and GCRieber AS and also holds a number of board positions in the Grieg Group.

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 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. She is 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 is a member of the Judicial Appointments Committee. She was previously board chairman in NRK (the Norwegian Broadcasting Corporation) and in the Snøhetta architectural firm.

Per Otterdahl Møller (born 1948). Møller is managing director at Hydro's industrial parks in Porsgrunn/Rjukan. He has previously held a number of managerial positions in Hydro, including CFO with responsibility for various business units in Hydro Business Partner and head of Hydro Notodden Industrial Park. Møller is board chairman in the DnB NOR Savings Bank Foundation and BTV Fond AS, board chairman/member in various industrial development companies at Rjukan and a board member in Notodden Ulvikling AS. Former board member in Sparebanken NOR anc board vice-chairman in Gjensidige NOR Sparebank ASA. Møller is now a member of the Election Committee in DnB NOR. He has a law degree from the University of Oslo in 1974.

Dag J. Opedal (born 1959). Opedal has a business degree from the Norwegian School of Economics and Business Administration and an MBA from Insead. He has worked as a financial consultant, department head, group controller and company secretary in Dyno Industrier AS, business development manager and vice president in Nora Industrier AS, CFO in Nora AS, division head in Stabburet Engros, CEO in Stabburet AS, executive vice president in Orkla Foods AS and senior vice president in charge of E-business/Internet in Orkla ASA. In 2001 he became executive vice president in Orkla ASA, with corporate responsibility for Orkla Foods and Orkla Brands. Opedal is a board member in Jotun AS and a member of the Advisory Committee in the Fafo research foundation. He became group president and CEO of Orkla ASA in 2005.

Ole Robert Reitan (born 1971). Reitan has a Bachelor's degree from the Norwegian School of Management. He previously worked as head of marketing in Rema 1000 and as managing director in Reitan Handel. Since 2005, Reitan has been managing director for Rema 1000 AS. He is board chairman in Rema 1000 Norway, Rema 1000 Denmark and Rema Industrier and a board member in the Reitan Group.

Gudrun B. Rollefsen (born 1960). Rollefsen has an economics degree from the University of Oslo. She has previously worked as a customer adviser in Bergen Bank, manager in Christiania Bank, business manager for Hammerfest municipality and CEO of Finnmark Dagblad AS. Since 2005, she has been CEO of Barents NaturGass AS. She has held a number of board positions and is currently a board member in Norsk Naturgassforening and Hammerfest Næringshage and a member of the Supervisory Board in DnB NOR and DnB NOR Skadeforsikring.

Arthur Sletteberg (born 1960). Sletteberg is a member of the Supervisory Board and the Election Committee in DnB NOR ASA, DnB NOR Bank ASA and Vital Forsikring ASA and a member of the Supervisory Board in DnB NOR Skadeforsikring AS. He has a business degree from the Norwegian School of Economics and Business Administration in 1985 and additional training from Institut für Weltwirtschaft in 1986. He has previously worked as a consultant in Norges Bank, as a vice president in DnB (now DnB NOR Bank), investment director in Storebrand and CFO in Oslo Pensionsforsikring AS. He is currently executive vice president in Ferd AS.

Reier Ola Søberg (born 1953). Søberg has an economics degree from the University of Oslo in 1977 and has completed various courses at the Norwegian National Defence College and the Norwegian School of Economics and Business Administration etc. From 1976 to 1996, Søberg held various positions in the Norwegian Ministry of Trade and Shipping/Ministry of Industry/Ministry of Trade and Ministry of Trade and Energy. From 1997 to 2000, he worked as director general and head of the Department of Administrative and Legal Affairs in the Ministry of Trade and Industry. From 2000 to 2001, he was director general and head of the Department of Ownership and Administrative Affairs and from 2001 director general and head of the Department of Ownership in the Ministry of Trade and Industry. From October 2007, Søberg has been secretary general in the Ministry of Trade and Industry.

Elsbeth Sande Tronstad (born 1956). Tronstad is executive vice president Communications and CSR in SN Power Invest. She has previously been 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, 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.

Hanne Rigmor Egenæss Wiig (born 1950). Wiig is trained as a teacher and a special educationist and previously worked in the Child and Education Authority. She is currently executive chairman of the board in Borg Invest AS. Wiig is board chairman in Torvsenteret AS and in Gjørhuset AS and a board member in Styreutvikling Østfold, Hansa Borg Bryggerier Holding AS, Hansa Borg Skandinavisk Holding AS and Hansa Borg Bryggerier ASA.