DNBNOR - ANNUAL GENERAL MEETING 21 APRIL 2005

The Annual General Meeting in DnB NOR ASA on 21 April 2005 approved the Board of Directors` proposal for the 2004 annual report and accounts, including the distribution of a dividend for 2004 of NOK 2.55 per share to registered shareholders as at 21 April 2005, to be distributed as from 10 May 2005. The Annual General Meeting in DnB NOR ASA on 21 April 2005 approved the Board of Directors` proposal for the 2004 annual report and accounts, including the distribution of a dividend for 2004 of NOK 2.55 per share to registered shareholders as at 21 April 2005, to be distributed as from 10 May 2005. The Annual General Meeting authorised the Board of Directors of DnB NOR ASA to acquire own shares for a total face value of up to NOK 1,336,874,898, corresponding to 10 per cent of share capital. The shares may be purchased through the stock market. Each share may be purchased at prices between NOK 10 and NOK 100. The authorisation is valid for a period of 12 months from 21 April 2005. Acquired shares shall be redeemed in accordance with regulations on the reduction of capital. An agreement has been signed with the Norwegian government, represented by the Ministry of Trade and Industry, for the redemption of a proportional share of government holdings to ensure that the government`s percentage ownership in the company does not change as a result of the redemption of repurchased shares. The General Meeting approved the amendments to the Articles of Association proposed by the Board of Directors, with the exception of Article 3-1, which will read as follows: «The Board of Directors shall consist of up to 12 members elected by the Supervisory Board. The Board of Directors shall represent broad and varied interests. The Chief Executive and at least half of the board members must be resident in the Kingdom of Norway or be citizens of a country which is a party to the EEA agreement and resident in such a country. Up to four of the members of the Board must be employees of the Group, one of whom to be employed in the Group`s life insurance company. For these board members up to four deputies shall be elected, all of whom shall also be employees of companies within the Group, one of whom to be employed in the Group`s life insurance company. The election of the board members and deputies employed in the Group shall be based on a proposal from the Supervisory Board members elected by the employees. The election of the other board members shall be prepared by the Election Committee, cf. Article 6-1. The Chairman and the Vice Chairman of the Board of Directors shall be elected separately by the Supervisory Board for a term of up to two years. The members of the Board of Directors serve for a period of up to two years. The deputies for the employee members of the Board of Directors shall be elected for the same term of office as the members for whom they are deputies. A member retiring before the end of his term of office shall be replaced by a new member elected at the first available opportunity for the remainder of the period.» http://www.newsweb.no/index.asp?melding_ID=106691