DNB Bank : Corporate Governance 2023

The Board of Directors of DNB Bank ASA (the Board) and the management of the DNB Group carry out an annual assessment of the Group's principles and practices for corporate governance. This report has been prepared in accordance with Section 3-3b Subsection 2 of the Norwegian Accounting Act and with the recommendation from the Norwegian Corporate Governance Board (NUES), the Norwegian Code of Practice for Corporate Governance (Code of Practice) of 14 October 2021, which is available on the website nues.no. DNB Bank ASA follows the rules on the governance of financial institutions, as set out in the Norwegian Financial Institutions Act and appurtenant Regulations.

This report must be viewed in conjunction with the information on the main priorities and important measures relating to corporate governance described in DNB's annual report.

• The Board of Directors' report on corporate governance in the annual report describes the Board's main priorities, and significant changes in or deviations from the Code of Practice.
• This document describes and gives an account of DNB's corporate governance, and is prepared in accordance with Section 3-3b Subsection 2 of the Norwegian Accounting Act and with the Code of Practice.

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Section 1

Implementation of and reporting on corporate governance

DNB is a Norwegian financial services group with operations in a number of countries. The Group conducts several types of licensed business operations with the permission of the public authorities in different countries, and the operations are subject to supervision by these authorities. This entails strict requirements for compliance

with extensive rules and legislation. The consequences of non-compliance can be serious. Good corporate governance and compliance with the requirements help maintain people's trust in DNB and safeguard the values of both the Group and our customers. This is crucial for DNB's competitiveness over time.

The figure below shows the governing bodies of DNB Bank ASA and the frameworks that set out requirements and principles for our business operations.

Governing bodies of DNB Bank ASA

1 6 7

Annual General Meeting

Election Committee

1 8 9 10 11

Board of Directors

Audit Committee

Risk Management Committee

Compensation and Organisation Committee

10 12

Group Chief Executive Officer

1

Supervisory authorities

External

Framework

Legislation, regulations, NUES, COSO, licences

1 2

Internal Framework

• Governance principles: Articles of Association, values, Code of Conduct and other governance principles

• Group policies

• Group instructions and frameworks, unit instructions

10

First line of defence

Operational management

Internal control and compliance

10

Second line of defence

Group Risk

Management

Group

Compliance

10

Third line

of defence

Group Audit

15

Statutory auditor

• Processes

Corporate governance

Management and control of the activities of the DNB Group is based on, among other things, governing documents and processes that the individual managers are responsible for implementing and complying with in their respective units or entities. Managers are to promote compliance with good corporate governance and ensure that employees understand and comply with the Group's governing documents and processes, and carry out necessary training activities.

Level 2 Policies

Policies contain more detailed descriptions of the overarching governance principles. Furthermore, a policy may elaborate on regulatory requirements and/or set the framework for managing the greatest risks related to such requirements. Each policy is drawn up to help ensure that the requirements of a governance principle or other external or internal requirements are made more concrete and specific for the various processes and units.

DNB's hierarchy of governing documents consists of four levels:

Level 1 Governance principles

The governance principles constitute the highest governance level in the Group and are based on, among other things, the rules, legislation and licences our business operations are subject to. The Board and the Group Management team identify areas of particular importance for the Group's governance and define the desired culture, conduct and division of responsibilities at an overarching level.

DNB's governance principles include:

• strategy and values
• principles for risk appetite, see more information under Section 10
• principles for safeguarding and developing employees
• ethical principles (Code of Conduct), see more information below
• principles for internal control, risk management and compliance
• application of DNB's governing requirements

DNB's governance principles are available on dnb.no/sustainability-reports.

Level 3 Instructions and frameworks

Instructions contain further clarifications of the details of the policies at the level above and describe operational activities. Internal frameworks contain DNB's elaboration of more comprehensive sets of rules and legislation, for example, DNB's Global framework for personal data protection and DNB's Global AML framework.

Level 4 Processes

Processes describe how governing documents are complied with in the various parts of the Group's business operations and consist of operative work processes and routines. The processes give a clearer description of the points of contact and deliveries between the various roles, units and entities.

DNB's Code of Conduct

In order to deliver on DNB's strategic goals in line with the company's values, everyone in DNB should act in a way that safeguards the interests of our customers, owners, employees and other stakeholders, now and in the future. This will allow DNB to continue to build trust. The trust of our customers, owners and the market in general is essential if DNB is to maintain profitable and sustainable operations over time. To earn this trust, it is important to have high ethical standards for our operations.

The Code of Conduct is one of DNB's documents on the governance principles level and is the Group's main ethics framework. It sets out how permanent and temporary employees in the DNB Group, hired temporary personnel, members of the Board and other elected officers are expected, obliged and required to act.

DNB's Code of Conduct reflects the Group's values and culture. The document includes guidelines in areas such as corporate responsibility, customer service, communication, HSE, combatting discrimination and harassment, confidentiality and protection of information, privacy protection, whistleblowing, conflicts of interest, tax, inside information, substance abuse, anti-corruption and anti-money laundering. Knowledge of and compliance with the Code of Conduct is mandatory for all employees and is therefore part of the introduction programme for new employees and a permanent part of the training of new managers in DNB. Violations of the governance principles in the Code of Conduct may have consequences under labour, tort and criminal law. The Code of Conduct has been adopted by the Board and is available on dnb.no/sustainability-reports.

Supervisory authorities

The DNB Group's operations in Norway are subject to supervision by the Norwegian authorities, including Finanstilsynet (the Financial Supervisory Authority of Norway), the Norwegian central bank, Norges Bank, and the Norwegian Data Protection Authority. DNB's operations in other countries are subject to supervision either by corresponding authorities in the country in question, by Norwegian supervisory authorities or by both foreign and Norwegian supervisory authorities. The Board seeks to have an open and constructive dialogue with all such authorities.

Finanstilsynet reviews and evaluates, among other things:

• The results of the Group's internal capital valuation process, which is based on the Internal Capital Adequacy Assessment Process (ICAAP) and the process for assessment of the Group's liquidity and financing situation (Internal Liquidity Adequacy Assessment Process, ILAAP). This is done in an annual Supervisory Review and Evaluation Process (SREP) in which the Group receives feedback from Finanstilsynet.
• The Group's recovery plan, see separate paragraph under Section 10.

Deviations from the Code of Practice: None

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Section 2

Business

The purpose of DNB Bank ASA is to conduct banking, financing and investment activities, and naturally related activities, as well as to have an ownership interest in

or participate in other businesses within the scope of prevailing Norwegian legislation. The Articles of Association of DNB Bank ASA can be found on the Group's website, dnb.no/en/agm.

Targets, strategy and risk profile

DNB's annual report contains an account of the Group's targets and strategies, and the market is kept updated through investor presentations in connection with quarterly financial reporting, capital markets days and other presentations. For an update on the corporate governance efforts of the Board in 2023, see the Board of Directors' report on corporate governance in the annual report. The Board's work in more general terms is described in Section 9 below, and risk management and risk appetite are elaborated on in Section 10. For more detailed information on risk management, risk measurement and capital adequacy, reference is made to the Group's report on risk and capital management (the 'Pillar 3 report') on ir.dnb.no.

Sustainability

One of DNB's main strategic ambitions is to deliver sustainable value creation. DNB is working to be a driving force for sustainable transition and will use its position and expertise to actively help its customers to move

in a more sustainable direction, through the provision of advisory services, financing and clear expectations. Sustainability is integrated into the governance system through the Group policy for sustainability. The policy is available on dnb.no/sustainability-reports.

The materiality analysis from 2023 shows that the three main areas for DNB's sustainability work remain relevant:

• DNB finances the climate transition and is a driving force for sustainable value creation
• DNB is a driving force for diversity and inclusion
• DNB combats financial crime and contributes to a secure digital economy

An overarching goal was established in 2021 that DNB will achieve net-zero emissions by 2050 - both from its financing and investment activities and from its own operations. In October 2023, DNB launched a transition plan, in which the goals that were launched in 2021 are continued. The plan indicates which instruments

need to be applied in order to achieve the goal of net-zero emissions. The goals in the plan cover about 70 per cent of the financed emissions in the Group's lending portfolio. In addition, the plan contains goals that describe how DNB will be a driving force for real-world emissions reductions through its role as investor.

To be a driving force for sustainable transition, the following targets have also been set:

1. DNB will finance and facilitate sustainable activities worth NOK 1 500 billion by 20301.
2. DNB's asset management company will increase total assets in mutual funds with a sustainability profile to NOK 200 billion by 2025.
3. In 2025, 50 per cent of net flows of total assets will go to mutual funds with a sustainability profile.

For more information about DNB's sustainability work, see DNB's annual report, DNB's transition plan and further information on dnb.no/sustainability-reports.

Deviations from the Code of Practice: None

dividends, provided that the Group's capital adequacy is at a satisfactory level. DNB's ambition is to increase the nominal dividend per share every year.

See the Directors' report in DNB's annual report for information about dividends.

Share buy-back

In order to have flexibility in the management of capital, the Board was again authorised by the General Meeting to buy back own shares in 2023. Implementation

of a buy-back programme requires permission from Finanstilsynet, which was granted for the programmes that were initiated during 2023. A proposal will be made at the 2024 Annual General Meeting to delete the shares that have been bought back. In addition, an agreement has been entered into with the Norwegian government, represented by the Ministry of Trade, Industry and Fisheries, which entails that a proposal will be made to redeem a proportionate share of the government's shares, in order to keep its ownership interest constant.

See the Directors' report in DNB's annual report for information about share buy-backs.

Section 3

Equity and dividends

The Board continually reviews the capital situation in light of the requirements and expectations of Finanstilsynet and other supervisory authorities, as well as the company's targets, strategy and desired risk profile. See the Group's Pillar 3 report for a further description of the rules on capital requirements and expectations of the supervisory authorities, the principles applied by DNB to assess capital needs, and a more detailed explanation of the Group's capital adequacy. The report can be found on ir.dnb.no.

The Board considers the Group to be well capitalised in accordance with current regulatory requirements. DNB is continually adapting its operations to new liquidity and capital requirements. In this work, anticipated future changes are also taken into account.

Dividends

DNB's overall objective is to create long-term value for its owners, partly through a positive development in the share price and partly through a predictable dividend policy. The Group's long-term dividend policy is to have a payout ratio of more than 50 per cent of profits as cash

Increases in share capital

At the present time, no authorisation has been granted to the Board for an increase in the share capital.

Deviations from the Code of Practice: None

Section 4

Equal treatment of shareholders

DNB Bank ASA has one class of shares. In the Articles of Association and in the work carried out by the Board and Group Management, the strong protection of minority shareholders is emphasised in the form of equal treatment, requirements for majority votes and the obligation to disclose transactions with close associates. All shares carry equal voting rights. In connection with increases in share capital, existing shareholders will

be given pre-emptive rights, unless such rights are waived due to special circumstances. In such cases, the reasons for a waiver will be specified. In cases when the Board asks the General Meeting for an authorisation to repurchase own shares, these shares are to be purchased through the stock market at market price.

Largest shareholder

The Norwegian government, represented by the Ministry of Trade, Industry and Fisheries, is DNB Bank ASA's largest shareholder, owning 34 per cent of the Group's shares. In accordance with the Norwegian State Ownership Report (Meld. St. 6 (2022‒2023) Greener and more active state ownership - The state's direct ownership of companies), the purpose of state ownership in DNB Bank ASA is to retain a leading financial services group headquartered in Norway. The state's objective as an owner is to maximise the long-term return within sustainable limits. The Norwegian government points out that a state holding of more than one third of the share capital in a limited liability company gives negative control over the company's Articles of Association, including the location of the head office. The Norwegian government will maintain

its 34 per cent ownership interest in DNB Bank ASA.

The shares held by the Ministry are managed by its Ownership Department, subject to special guidelines that stipulate, among other things, that the Norwegian government cannot have representatives on the boards of directors of financial institutions, but that the government, through participation in election committees, must ensure that the governing bodies include representatives from all groups of shareholders. The guidelines require that the Ministry acts in a manner conducive to equal treatment of DNB's shareholders.

Deviations from the Code of Practice: None

Section 5

Shares and negotiability

The shares in DNB Bank ASA are listed on Oslo Børs (the Oslo Stock Exchange) and are freely negotiable. The Articles of Association include no form of restriction on negotiability.

Deviations from the Code of Practice: None

Section 6

General meetings

The highest authority in DNB is the General Meeting, where DNB Bank ASA's shareholders exercise their ownership control through the power of their votes. According to the Articles of Association, the Annual General Meeting (AGM) is to be held before the end of June each year. The notice and registration form will

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be sent to shareholders and published on the Group's website no later than 21 days prior to the date of the General Meeting. The registration deadline will be set as close to the meeting as possible. The notice includes an overview of matters for consideration. Shareholders can participate in person or online. The procedure for voting and for proposing resolutions is described in the notice of the General Meeting. Shareholders can vote on each individual item on the agenda and are given the opportunity to vote in advance. Shareholders can also authorise someone to act on their behalf. Voting for individual candidates in elections to the Board and the Election Committee has so far not been allowed, as the need to take into consideration the overall skills mix has outweighed other considerations.

The Chair of the Board, the Chair of the Election Committee and the Group Chief Executive Officer (CEO) are normally present at the General Meeting. The meeting is chaired by an independent presiding chair.

The General Meeting elects shareholder representatives to the Board, and members of the Election Committee. The General Meeting also selects the statutory auditor.

The minutes from the AGMs are available on dnb.no/en/agm.

Deviations from the Code of Practice: Voting for individual candidates in elections has so far not been allowed, as the need to take into consideration the overall skills mix has outweighed other considerations.

Section 7

Nomination committee

In accordance with DNB Bank ASA's Articles of Association, the General Meeting has established an Election Committee consisting of four members. The Election Committee submits justified recommendations to the General Meeting for the election of members to the Board and the Election Committee, and their remuneration. The General Meeting has laid down instructions for how the Election Committee should carry out its duties. The members of the Election Committee must be shareholders or representatives of shareholders and must, as far as possible, represent the entire shareholder community. No member of the Board or representative of the Group Management team is a member of the Election Committee.

According to the instructions for the Election Committee, efforts should be made to ensure rotation among

the committee members. The Election Committee held eight meetings in 2023. Topics of discussion included recommendations for candidates for election to the Board and the Election Committee. Individual conversations were also conducted with the CEO and members of the Board. The Election Committee also prepared matters for consideration in 2024. An overview of the members of the Election Committee is available in the Board of Directors' report on corporate governance in DNB's annual report.

Information about the Election Committee and closing dates for proposing candidates can be found on dnb.no/ en/agm.

Deviations from the Code of Practice: None

Section 8

Board of Directors: composition and independence

The Board is responsible for managing the company's affairs. The Board must ensure that the company's business operations are responsibly organised, which includes making sure that the requirements for the organisation of the business operations and the establishment of appropriate management and control systems are complied with.

The Board must represent broad and varied interests and will consist of nine to eleven members, with

up to eight elected by shareholders and three as employee representatives. Members that are elected by shareholders hold office for up to two years at a time. When electing the Board's shareholder-elected members, emphasis must be placed on the interests of the shareholder community and DNB's need for competence, capacity and diversity. In addition, emphasis is placed on the Board being able to function well as a collegiate body, and on it being composed so that it can act independently of special interests. None of the company's senior executives are members of the Board.

More information about the composition of the Board can be found in DNB's annual report in the chapter This is DNB.

An overview of the Board is provided in the chapter This is DNB in the annual report. The overview shows the backgrounds of the individual members of the Board, including other key positions of trust and participation in Board meetings and Board committees.

The Board assesses the independence of its members, and the conclusion appears in the overview of governing bodies in the annual report. When new members of the Board are nominated, a suitability assessment is carried out, which includes an assessment of their independence. The assessment is followed up on an annual basis by requesting a written confirmation from the members

of the Board. The Group has initiated processes to continually monitor which other assignments are held by the members of the Board.

Members of the Board are encouraged to hold shares in the company. The overview of governing bodies specifies the number of DNB shares held by members of the governing bodies and their close associates as at end- 2023. The overview is available in the chapter This is DNB in the annual report.

Liability insurance has been taken out for the Board, to cover the legal liability that members of the Board and senior executives may face. The insurance covers any personal liability that members of the Board, deputy members and employees of DNB Bank ASA, including all subsidiaries, may incur. The insurance also covers the costs of processing any damage claims made, or documenting the facts related to these.

Deviations from the Code of Practice: None

Section 9

The work of the Board of Directors

The Board has the ultimate responsibility for the management of DNB. Through the CEO, the Board must ensure that business operations are responsibly organised. The Board has approved instructions governing its work and administrative procedures, including matters to be considered by the Board, the CEO's tasks and obligations towards the Board, and rules on convening and conducting meetings. The instructions for the Board of Directors are available on dnb.no/en/about-us. The Board draws up an annual plan for its activities, covering duties stipulated in laws, regulations

and resolutions passed by the authorities, as well as the Articles of Association and decisions made by the General Meeting. The Board also issues instructions for the CEO.

In the strategy process, the Board considers whether goals and guidelines are clear, adequate, well- operationalised and easily comprehensible for all employees. The Board decides on the principal goals, strategic choices and financial plans for the Group. The Board keeps up to date on DNB's financial position and development, among other things, by approving quarterly and annual reports, and through monthly reviews of the Group's financial position and development. Furthermore, the Board must ensure that operations are subject to adequate control and that the Group's capital position is satisfactory relative to the risk and scale of operations. The Board's responsibilities in the area of reviewing and monitoring risk management and internal control are described in Section 10 below. The Board also presents a statement to the General Meeting proposing guidelines for remuneration of executive and non-executive directors. See Section 12 below.

The Board evaluates its own work and working methods annually, and this forms the basis for any adjustments and measures. In addition, the Board's competence, both overall and that of each of its members, is evaluated.

For an insight into the Board's work and main priorities in 2023, see The Board of Directors' report on corporate governance and the Directors' report in DNB's annual report.

Agreements with associated parties

In accordance with the instructions for the Board of Directors, the Board must approve agreements between DNB Bank ASA and the CEO or a member of the Board. The Board must also approve agreements between the company and third parties in cases where a member

of the Board or the CEO can be perceived to have a prejudicial interest in the matter. Any agreements between DNB Bank ASA and other associated parties must be presented to the Board for consideration if they are of significant financial importance for the company. In each individual case, the Board considers whether

it is necessary to obtain an independent valuation. However, an independent valuation is not necessary if the agreement is part of DNB's normal activities and is based on normal business terms and principles.

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DNB Bank ASA can grant loans or guarantees to a member of the Board, the CEO or any company in which a member of the Board or the CEO is a general partner or member of the Board, when these loans or guarantees are granted with standard customer terms and conditions. Loans and guarantees that are not subject to normal customer terms and conditions may only be granted

to persons and companies as mentioned above if the Board decides to do so, and the internal audit function or statutory auditor has confirmed to the Board that the loan or guarantee is adequately secured.

Agreements with associated parties are referred to in notes G48 and P43 to the annual accounts.

Conflicts of interest and impartiality

The instructions for the Board of Directors state that members of the Board cannot participate in consideration of or decisions on matters of such specific importance to them personally or to their close associates that the members of the Board must be seen as having a direct or indirect personal or financial interest in the matter.

The same applies to the CEO. It is the duty of each member of the Board to ensure that they are qualified to consider a matter.

Members of the Board must inform the Board if they have a direct, significant interest in an agreement entered into by the company or another company in the DNB Group.

The same applies if an agreement of this kind is signed by a company outside the DNB Group in which the member of the Board has an ownership interest, serves on the board or has a senior management position.

Members of the Board, or companies with which they are associated, should not take on special assignments for DNB Bank ASA, or other companies in the DNB Group, in addition to their board position. If they do so nonetheless, the entire Board must be informed. Remuneration for such assignments is subject to approval by the Board.

Board committees

The Board appoints its own Board committees to the extent it finds appropriate, or as stipulated by law. The committees are working committees for the Board, preparing matters for consideration and acting in

an advisory capacity. Special instructions have been prepared for each of these committees, governing their members, authority and responsibilities, as well