EUR 1000.00 For Business Accounts Only

DNB – AGM 30 June 2020

ECGS notes that as a result of the Covid-19 pandemic the AGM will be held as an
electronic meeting only. Consequently, it will not be possible to attend the AGM in
person.
In general, DNB is in compliance with the Norwegian regulations relating to the
organisation and procedures of the AGM.
Under ITEM 6 approval is sought of the Company's report on corporate governance.
ECGS notes that DNB reports two deviations from the Norwegian Code of Practice for
Corporate Governance. Although ECGS considers the deviation of Section 14 to be duly
justified, it does NOT agree with the deviation of Section 6. Accordingly, ECGS
recommends to vote OPPOSE.
Under ITEM 7 the board of directors seeks approval of the auditor's remuneration. In
view of the current term in office of the external auditor, ECGS recommends to vote
OPPOSE.
Under ITEM 8 authority is sought for a capital reduction by cancellation of part of its
holding of treasury shares. In ECGSn
view, a reduction of share capital by cancellation of
shares is a technical issue that does not negatively impact shareholder interests. As a
matter of principle, ECGS will only oppose share cancellations which significantly
deplete cash flow provided that a company is not able to pay a dividend. However,
whereas ECGS acknowledges that the company is currently well capitalised, it
considers that it should wait until next year to cancel its repurchased shares. In case
there is a further deterioration of the market, DNB could decide to re-issue the treasury
shares to strengthen its capital base. Therefore, ECGS recommends to OPPOSE.
Finally, under ITEM 9, the board of directors seeks approval to amend Articles 3.2 and
4.3 of the Companyns Articles of Association. Although ECGS has no (major) concerns
over the proposed change of Article 3.2  it does NOT approve of the proposed
amendment of Article 4.3. Accordingly, ECGS recommends to vote OPPOSE.