DNB - EGM 30 November 2020
ECGS notes that as a result of the Covid-19 pandemic the EGM will be held as an electronic meeting only. Consequently, it will not be possible to attend the EGM in person.
In general, DNB is in compliance with the Norwegian regulations relating to the organisation and procedures of the EGM.
Under ITEM 4 the board of directors seeks approval for a merger plan between DNB ASA and DNB Bank ASA. ECGS endorses the strategic rationale provided by the board of directors that the (proposed) merger could lead to lower funding costs, administrative reliefs and improved governance. ECGS has no (special) concerns over this proposal and accordingly recommends to vote FOR.
Under ITEM 5 the board of directors seeks authorisation to distribute an extraordinary dividend with an upper limit of NOK 9.00 per share for the FY 2019. The requested authorisation shall apply from January 1, 2021 until the AGM 2021. ECGS notes that the Norwegian Government as well as the European Central Bank (ECB) have issued recommendations NOT to pay dividends and conduct share repurchases until at least January 2021 in order to restore capital and liquidity positions in light of the Covid-19 pandemic. ECGS notes that the ECB will review whether this stance remains necessary in the fourth quarter of 2020, considering the economic environment, the stability of the financial system and the reliability of capital planning. In view of the above, ECGS deems this proposal rather premature of nature. In various European countries the Covid-19 virus is currently making a comeback with all its dire (economic) consequences. Even though the Company is well-capitalized this proposal is NOT considered appropriate at this time. Accordingly, ECGS recommends to vote OPPOSE.
Finally, under ITEM 6, the board of directors seeks authority to repurchase own shares. With reference to comments made above, ECGS strongly recommends to vote OPPOSE.
DnB Nor is a holding company. Through its subsidiaries, Co. is financial services group in Norway. Co. provides a range of financial services, including loans, savings, advisory services, real estate broking, insurance and pension products for personal and corporate customers. Co.'s operations are divided into six segments: Personal Banking Norway, Corporate Banking Norway, Large Corporates and International, Markets, Wealth Management, and Products. As of Dec 31 2013, Co. had total assets of NOK2,389,438,000,000 and total deposit of NOK867,904,000,000.
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