General Meeting

DNB ASA - Notice of Annual General Meeting Tuesday, 30 April 2019

Shareholders in DNB ASA are invited to attend the Annual General Meeting to be held at 3.00 p.m. on Tuesday, 30 April 2019 at DNB’s premises in Dronning Eufemias gate 30, Oslo, Norway. 
 
Register your attendance at the Annual General Meeting » here   
 
The General Meeting will be opened by the chair of the Board of Directors, cf. section 5-12 first paragraph of the Norwegian Public Limited Companies Act. 

The Board of Directors has set up the following proposed agenda: 

Item 1 - Opening of the General Meeting and selection of a person to chair the meeting by the chair of the Board of Directors 
Item 2 - Approval of the notice of the General Meeting and the agenda
Item 3 - Election of a person to sign the minutes of the General Meeting along with the chair
Item 4 - Approval of the 2018 annual accounts and directors’ report, including the distribution of dividends (The Board of Directors has proposed a dividend of NOK 8.25 per share.)
Item 5 - Statement from the Board of Directors in connection with remuneration to senior executives 
A.  Suggested guidelines (consultative vote)
B.  Binding guidelines (presented for approval)
Item 6 - Corporate governance in DNB
Item 7 - Approval of the auditor’s remuneration
Item 8 -  Reduction in capital through the cancellation of own shares and the redemption of shares belonging to the Norwegian  government  
Item 9 - Authorisation to the Board of Directors for the repurchase of shares
Item 10 - Amendments to DNB’s Articles of Association  
Item 11 - Election of members of the Board of Directors
Item 12 - Election of members of the Election Committee
Item 13 - Approval of remuneration rates for members of the Board of Directors and the Election Committee

Documents for the General Meeting


Minutes from the Annual General Meetings in DNB ASA
» Minutes from the Annual General Meeting in DNB ASA 2015

The shareholder's right to have matters discussed at the general meeting

For information about your rights as a shareholder, reference is made to the Norwegian Public Limited Liability Companies Act, especially chapters 4 and 5. Special note should be made of the following stipulations and the deadline for presenting proposals for resolutions etc.:

The shareholders' right to have matters discussed at the general meeting
A shareholder shall be entitled to have an issue discussed at the general meeting. The issue must be submitted in writing to the board of directors no later than seven days before the deadline for sending the notice of the general meeting, together with a proposal for a resolution or the grounds for including the issue on the agenda. If the notice has already been sent, a new notice convening the general meeting must be sent provided that the deadline for convening the general meeting has not expired. A shareholder is also entitled to submit proposals for resolutions.

The management's duty of disclosure
A shareholder may demand that members of the board of directors, members of the corporate assembly and the general manager provide available information at the general meeting about matters which may affect the assessment of
the approval of the annual accounts and directors' report;
  1. items which have been presented to the shareholders for decision;
  2. the company's financial position, including information about activities in other companies in which the company participates and other business to be transacted at the general meeting, unless the information demanded cannot be disclosed without causing disproportionate harm to the company.
If it is necessary to first obtain information, so that a reply cannot be given at the general meeting, a written reply must be prepared within two weeks after the meeting. The reply must be kept available to the shareholders at the office of the company and must be sent to all shareholders who have requested the information. If the reply must be regarded as being of significance to the assessment of matters pursuant to subsection (1), the reply must be sent to all shareholders with a known address.

Please note that this is a translation and that the legal force remains with the authentic text of law as it appears in Norwegian.

Shareholders wishing to submit an issue discussed at the general meeting can send this either by letter to:

DNB ASA
Group Secretariat
N-0021 OSLO
Norway
or by e-mail: konsernsekretariatet@dnb.no
Contact us
Contact details for enquiries regarding the Annual General Meeting:

e-mail

mail:
DNB ASA
Group Secretariat
N-0021 Oslo
Norway


» Articles of
   Association for DNB ASA

» Board of Directors

Representatives of DNB ASA's governing bodies

Shareholders who wish to propose candidats that they believe are suitable to be represented in the governing bodies of DNB, may send their proposals to the Group Secretariat who
will pass these on to the Election Committee.

Please send the proposals, including name, residence, nationality and a brief CV of the candidats, to:

DNB ASA
Group Secretariat
N-0021 OSLO
Norway

E-mail: konsernsekretariatet@dnb.no