Expert Corporate Governance Service (ECGS)
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DNB NOR ASA - AGM 30 April 2019

In general, DNB is in compliance with the Norwegian regulations relating to the organisation and procedures of the Annual General Meeting.

Under ITEM 7, the board of directors seeks approval of the auditor's remuneration. In view of the substantial amount of non-audit fees as well as the current term in office of the auditor, ECGS recommends to vote OPPOSE.

Under ITEM 11, the nomination committee seeks approval of the re-election of the board of directors. Although there is sufficient independent representation on the board, ECGS has concerns over the aggregate time commitments of proposed new nominee Ms. Gro Bakstad. In addition, ECGS notes that the board Chairman, Ms. Olaug Svarva, chairs the Company's remuneration committee which is not in accordance with its guidelines either. In view of the above, ECGS recommends to vote OPPOSE.

There are no further peculiarities.


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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