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Proposals to merge with DNB Bank ASA, and to authorise the Board of Directors to decide a dividend for 2019 of up to NOK 9 per share and to buy back shares

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On 21 October 2020 the Board of Directors of DNB ASA decided, in a board meeting, to call an Extraordinary General Meeting on 30 November 2020 for the consideration of the following items:

1) Approval of merger plan

On 23 December 2019, the company announced that the DNB Group had initiated a merger process between DNB ASA and DNB Bank ASA. On 2 July 2020, it was announced that the Ministry of Finance had given its approval to change the group structure in order for DNB Bank ASA to be the new parent company.

The Board of Directors of DNB ASA and DNB Bank ASA have signed a joint merger plan, in which it is proposed that the companies’ extraordinary General Meetings approve a merger of the two companies through a reverse subsidiary merger, involving the transfer of all DNB ASA’s assets, rights and obligations to DNB Bank ASA. Once the merger has been implemented, DNB ASA will be dissolved. At the same time, the shareholders of DNB ASA will receive one share in DNB Bank ASA for each share they own in DNB ASA, meaning that they will collectively hold all the shares in DNB Bank ASA. The implementation of the merger is, among other things, conditional on obtaining the necessary approvals from relevant authorities. The merger plan with annexes, including the Boards of Directors’ joint report on the merger, will soon be made available here. The merger is scheduled to be completed mid-2021, with accounting and tax effect from 1 January 2021.

2) Authorisation to the Board of Directors to decide the distribution of dividends for the accounting year of 2019

The Board of Directors of DNB ASA proposes that the Extraordinary General Meeting authorises the Board of Directors to decide the distribution of dividends for the accounting year of 2019, with an upper limit of NOK 9 per share. This dividend limit is in accordance with the allocation of the annual profit for 2019, which was approved by the company’s Annual General Meeting earlier this year. It is proposed that the authorisation shall apply from 1 January 2021 until the Annual General Meeting in 2021. During this period, the Board of Directors will consider the basis for the payment of dividends for 2019, including the company’s financial position, the economic outlook and any new expectations from the authorities relating to the payment of dividends. 

3) Authorisation to the Board of Directors to buy back shares

The Board of Directors of DNB ASA proposes that the Extraordinary General Meeting authorises the Board of Directors to buy back shares representing up to 4.0 per cent of the company’s share capital. The shares shall be purchased in the open market, except for shares that are repurchased from the Ministry of Trade, Industry and Fisheries. It is proposed that the authorisation shall apply from 1 January 2021 until the Annual General Meeting in 2021. The authorisation cannot be used until it has been approved by the Financial Supervisory Authority of Norway.

DNB ASA will, within the statutory time limit, send a notice of the Extraordinary General Meeting to the company’s shareholders, and announce a more detailed description of the items for consideration and the proposed resolutions.

For further information, please contact:
Rune Helland, Head of Investor Relations, tel.: (+47) 23 26 84 00 / (+47) 97 71 32 50

The information in this statement is subject to the disclosure requirements pursuant to section 5-12 of the Securities Trading Act.

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