Annual General Meeting

Annual General Meeting in DNB ASA 23 April 2015

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.

Registration for attendance on the Annual General Meeting

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.
 
Documents concerning the Annual General Meeting
 
Registration for attendance on the Annual General Meeting
Notice of the General Meeting with information on items on the agenda
Annual Report for 2014
Articles of Associations

Minutes from the Annual General Meetings in DNB ASA

Minutes from the Annual General Meeting in DNB ASA 24 April 2014
Minutes from the Annual General Meeting in DNB ASA 30 April 2013
Minutes from the Annual General Meeting in DNB ASA 25 April 2012
Minutes from the Annual General Meeting in DNB ASA 28 April 2011
Minutes from the Annual General Meeting in DNB ASA 27 April 2010

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.:

Section 5-11. 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.

Section 5-15. The management's duty of disclosure

(2) 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
1. the approval of the annual accounts and directors' report;
2. items which have been presented to the shareholders for decision;
3. 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.
(3) 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
att: Konsernsekretariatet
N-0021 OSLO
Norway
or by e-mail: konsernsekretariatet@dnb.no

Proposal to representatives of DNB'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
Contact us
Contact details for enquiries regarding the Annual General Meeting:

e-mail

mail:
DNB ASA
att: Konsernsekretariatet
N-0021 Oslo
Norway


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