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1 Minutes of the Annual General Meeting On 28 April 2011 at 6.00 pm, the Annual General Meeting in DnB NOR ASA was held at DnB NOR's premises in Kirkegt. 21, Oslo, Norway. The meeting was presided over by Amund Skarholt, chairman of the Supervisory Board. The meeting was attended by 71 shareholders representing 794,826,029 own shares and 248,016,332 shares represented by proxy. The total number of shares represented was 1,042,842,361, which was also the total number of shares with voting rights at the General Meeting. A list of shareholders in attendance is enclosed with the minutes of the meeting. Also present were the chairman of the Board of Directors, Anne Carine Tanum, group chief executive Rune Bjerke, the company's statutory auditor, Ernst & Young, represented by Erik Mamelund, state authorised public accountant (Norway), and the chairman of the Control Committee, Frode Hassel. Members of the press were given the opportunity to cover the General Meeting. The notice of the Annual General Meeting and the registration and proxy forms had been sent to all shareholders with a known address. The annual report for 2010 and a description of the items on the agenda of the Annual General Meeting were available on the company's web page. The company's Articles of Association and the annual statement from the Control Committee were distributed at the General Meeting. The notice of the Annual General Meeting and the agenda were approved. Stein Håkon Dalby was selected to sign the minutes of the meeting along with the presiding chairman. *************************************************************************** 4 Approval of remuneration rates for members of the Supervisory Board, Control Committee and Election Committee The General Meeting approved the Election Committee's proposal for remuneration rates for the Supervisory Board, Control Committee and Election Committee. New remuneration rates: Supervisory Board in DnB NOR ASA: Chairman (per annum): NOK Members/deputies (per meeting) NOK Control Committee in DnB NOR ASA: Chairman: NOK Vice-chairman: NOK Members/deputies: NOK Election Committee in DnB NOR ASA: Members (per meeting): NOK 3 150

2 5 Approval of the auditor's remuneration The General Meeting approved the auditor's remuneration for Approval of the 2010 annual report and accounts, including the distribution of dividends and group contributions The General Meeting approved the Board of Directors' proposal for the 2010 annual report and accounts, as well as the proposed allocation of the profit for the year, including the distribution of a dividend of NOK 4.00 per share to registered shareholders as at 28 April 2011, to be distributed as from 10 May The shares in DnB NOR ASA will be quoted ex-dividend on 29 April The General Meeting further approved a group contribution of NOK million before tax to Vital Forsikring ASA, which represents NOK million after tax. DnB NOR ASA will receive a group contribution of NOK million from Vital Forsikring ASA. DnB NOR ASA will thus receive a net group contribution of NOK million after tax. The General Meeting also approved a group contribution to DnB NOR Skadeforsikring AS of NOK 125 million. After taxes, the group contribution totals NOK 90 million. 7 Election of 10 members and 14 deputies to the Supervisory Board The General Meeting approved the Election Committee's proposed election of 10 members and 14 deputies to the Supervisory Board with a term of office until the Annual General Meeting in The following members were elected to the Supervisory Board: Inge Andersen Oslo (new member) Leif O. Høegh Oslo (re-election) Nalan Koc Tomasjord (new member) Thomas Leire Kristiansand (re-election) Amund Skarholt Oslo (re-election) Merete Smith Oslo (re-election) Birger Solberg Oslo (re-election) Ståle Svenning Trondheim (new member) Turid Sørensen Sandefjord (new member) Gine Wang Oslo (re-election) The following deputies were elected to the Supervisory Board: Erik Buchmann Oslo (re-election) Turid Dankertsen Oslo (re-election) Rolf Domstein Måløy (re-election) Harriet Hagan Alta (re-election) Bente Hagem Ås (re-election) Rolf Hodne Stavanger (re-election) Liv Johannson Oslo (re-election) Herman Mehren Nevlunghamn (re-election) Gry Nilsen Drammen (re-election) Asbjørn Olsen Skedsmokorset (re-election) Oddbjørn Paulsen Bodø (re-election) Anne Bjørg Thoen Oslo (re-election)

3 Elsbeth Sande Tronstad Oslo (re-election) Lars Wenaas Måndalen (re-election) 8 Election of four members and two deputies to the Control Committee, and among these the committee chairman and vice-chairman The General Meeting approved the Election Committee's proposed election of four members and two deputies to the Control Committee, and among these the committee chairman and vice-chairman, for the period until the Annual General Meeting in The following members and deputies were elected to the Control Committee, and among these the committee chairman and vice-chairman: Frode Hassel (chairman) Trondheim (re-election) Thorstein Øverland (vice-chairman) Oslo (re-election) Svein N. Eriksen member Oslo (re-election) Karl Olav Hovden member Kolbotn (re-election) Svein Brustad deputy Hvalstad (re-election) Merethe Smith deputy Oslo (re-election) 9 Authorisation to the Board of Directors for the repurchase of shares The General Meeting decided to authorise the Board of Directors of DnB NOR ASA to acquire own shares for a total face value of up to NOK , corresponding to 4.5 per cent of the company s share capital. The shares shall be purchased in a regulated market. Each share may be purchased at a price between NOK 10 and NOK 150. Acquired shares shall be sold in accordance with regulations on the reduction of capital in the Public Limited Companies Act. The authorisation will be valid for a period of 12 months from today's date. 10 Statement from the Board of Directors in connection with remuneration to senior executives The General Meeting approved the binding guidelines for shares, subscription rights, options etc. for the coming accounting year. The General Meeting carried out a consultative vote regarding the suggested guidelines for salaries and other remunerations to senior executives for the coming accounting year. The following objection from the Norwegian government, represented by the Ministry of Trade and Industry, was recorded in the minutes regarding the statement from the Board of Directors in connection with remuneration to senior executives: Based on the government's guidelines, "Attitudes to executive pay", from 2006, the Ministry of Trade and Industry has voted in favour of the Board of Directors' guidelines. On 31 March 2011, however, the government approved new "Remuneration guidelines for senior executives in public enterprises and companies". These guidelines apply to state-owned limited companies, public limited companies and limited companies in which the government has a direct ownership share. The guidelines specify which aspects the government intends to focus on when voting in matters concerning executive pay in the company's future General Meetings.

4 11 Amendments to the Articles of Association The General Meeting approved the following amendments to the company's Articles of Association: 1) Change of name DnB NOR ASA and other group companies The company will change its name from DnB NOR ASA to DNB ASA. It is assumed that corresponding name changes are approved at the general meetings of the other group companies. Articles 1-1, 2-2 and 7-4 of the Articles of Association will be amended to reflect the company's name change, as well as the name change of DnB NOR Bank ASA. References to Sparebankstiftelsen DnB NOR (the DnB NOR Savings Bank Association) in Article 7-4 of the Articles of Association will be amended correspondingly, since the company has been informed that the association will change its name to the DNB Savings Bank Association. The amendments to the Articles of Association will not enter into force until 11 November An exception is thus made from the rule that amendments to the Articles of Association will enter into force as soon as they are approved by Finanstilsynet. 2) Change of name Kredittilsynet Articles 5-1, 5-2, 5-3 and 7-1 of the Articles of Association will be amended to reflect that Kredittilsynet has changed its name to Finanstilsynet. 3) Advance votes The new Article 7, eighth paragraph of the Articles of Association shall read as follows: The Board of Directors may decide that shareholders shall be permitted to cast their votes in writing, including by means of electronic communication, during a defined period prior to the General Meeting. In connection with such advance voting, an adequate method shall be used to authenticate the identity of the sender." 4) Registration in the shareholder register as a prerequisite for attending and voting at the Annual General Meeting The new Article 2-2, fourth paragraph of the Articles of Association shall read as follows: The right to attend and vote at the General Meeting may only be exercised for shares which have been registered in the shareholder register on the fifth workday before the date of the General Meeting (the registration date). 5) Changes to the rules on employee-elected members of the Supervisory Board The meeting was informed that the Board of Directors had decided to withdraw this case. Thus, it was not subject to a vote.

5 12 Changes in instructions for the Election Committee The General Meeting decided to include the following paragraph in the group instructions as the final paragraph under the heading The Election Committee is responsible for: : The recommendation for the election of members to the Election Committee shall be based on the following: The composition of the Board of Directors should ensure that the board can attend to the common interests of all shareholders and meets DnB NOR's need for expertise, capacity and diversity. Attention should be paid to ensuring that the Board of Directors can function effectively as a collegiate body. The composition of the Board of Directors should ensure that it can operate independently of any special interests. The Board of Directors should not include senior executives. The Annual General Meeting also decided to make an amendment to the first paragraph, second sentence in the group instructions, under the heading Consideration of the Election Committee s recommendations from: The recommendations will be sent to shareholders along with the notice of the General Meeting. Alternatively, shareholders could be informed about the recommendations through a separate letter and a press release. to: The recommendations are made available to shareholders on the company s web site on the date the notice of the General Meeting is sent. Shareholders who so request, will receive the recommendations by regular mail. 13 Items notified to the Board of Directors by shareholder Sverre T. Evensen Sverre T. Evensen accounted for the following items: Financial stability role distribution and impartiality A financial structure for a new real economy Financial services innovation in the best interests of the atomic customer Shared economic responsibility and common interests The General Meeting took due note of his account. * * * * Below is a detailed account of the results of the votes, specifying how many voted against and in favour of the respective proposals, cf. Section 5-16 of the Public Limited Companies Act.

6 Protocol for general meeting DNB NOR ASA ISIN: General meeting date: NO DNB NOR ASA 28/04/ Today: Shares class FOR Against Poll in Abstain Poll not registered Represented shares with voting rights Agenda item 4 Approval of remuneration rates for members of the Supervisory Board, C Ordinær 1,042,316,324 36,222 1,042,352, , ,042,842,361 votes cast in % % 0.00 % 0.00 % 0.00 % representation of sc in % % 0.00 % % 0.05 % Total 1,042,316,324 36,222 1,042,352, , ,042,842,361 Agenda item 5 Approval of the auditor s remuneration Ordinær 1,042,246, ,446 1,042,470, , ,042,842,361 votes cast in % % 0.02 % 0.00 % 0.00 % representation of sc in % % 0.02 % % 0.04 % Total 1,042,246, ,446 1,042,470, , ,042,842,361 Agenda item 6 Approval of the 2010 annual report and accounts, including the distrib Ordinær 1,042,459,879 15,564 1,042,475, , ,042,842,361 votes cast in % % 0.00 % 0.00 % 0.00 % representation of sc in % % 0.00 % % 0.04 % Total 1,042,459,879 15,564 1,042,475, , ,042,842,361 Agenda item 7 Election of 10 members and 14 deputies to the Supervisory Board in lin Ordinær 1,039,962,338 1,289,615 1,041,251,953 1,590, ,042,842,361 votes cast in % % 0.12 % 0.00 % 0.00 % representation of sc in % % 0.12 % % 0.15 % Total 1,039,962,338 1,289,615 1,041,251,953 1,590, ,042,842,361 Agenda item 8 Election of four members and two deputies to the Control Committee, an Ordinær 1,041,366,123 1,109,001 1,042,475, , ,042,842,361 votes cast in % % 0.11 % 0.00 % 0.00 % representation of sc in % % 0.11 % % 0.04 % Total 1,041,366,123 1,109,001 1,042,475, , ,042,842,361 Agenda item 9 Authorisation to the Board of Directors for the repurchase of shares Ordinær 1,038,085,019 4,386,168 1,042,471, , ,042,842,361 votes cast in % % 0.42 % 0.00 % 0.00 % representation of sc in % % 0.42 % % 0.04 % Total 1,038,085,019 4,386,168 1,042,471, , ,042,842,361 Agenda item 10.a Suggested guidelines (consultative vote) Ordinær 1,040,901,135 1,572,620 1,042,473, , ,042,842,361 votes cast in % % 0.15 % 0.00 % 0.00 % representation of sc in % % 0.15 % % 0.04 % Total 1,040,901,135 1,572,620 1,042,473, , ,042,842,361 Agenda item 10.b Binding guidelines (presented for approval) Ordinær 1,040,901,250 1,572,895 1,042,474, , ,042,842,361 votes cast in % % 0.15 % 0.00 % 0.00 % representation of sc in % % 0.15 % % 0.04 % Total 1,040,901,250 1,572,895 1,042,474, , ,042,842,361 Agenda item 11.1 Amendments to the Articles of Association Change of name DnB NOR ASA Ordinær 1,042,382,950 83,234 1,042,466, , ,042,842,361 votes cast in % % 0.01 % 0.00 % 0.00 % representation of sc in % % 0.01 % % 0.04 % Total 1,042,382,950 83,234 1,042,466, , ,042,842,361

7 Agenda item 11.2 Amendments to the Articles of Association Change of name Kredittilsy Ordinær 1,042,379,060 87,35 1,042,466, , ,042,842,361 votes cast in % % 0.01 % 0.00 % 0.00 % representation of sc in % % 0.01 % % 0.04 % Total 1,042,379,060 87,35 1,042,466, , ,042,842,361 Agenda item 11.3 Amendments to the Articles of Association Advance votes Ordinær 1,042,402,606 70,888 1,042,473, , ,042,842,361 votes cast in % % 0.01 % 0.00 % 0.00 % representation of sc in % % 0.01 % % 0.04 % Total 1,042,402,606 70,888 1,042,473, , ,042,842,361 Agenda item 11.4 Amendments to the Articles of Association Registration in the sharehol Ordinær 1,042,399,227 71,319 1,042,470, , ,042,842,361 votes cast in % % 0.01 % 0.00 % 0.00 % representation of sc in % % 0.01 % % 0.04 % Total 1,042,399,227 71,319 1,042,470, , ,042,842,361 Agenda item 12 Changes in the instructions for the Election Committee in line with th Ordinær 1,041,681, ,421 1,042,472, , ,042,842,361 votes cast in % % 0.08 % 0.00 % 0.00 % representation of sc in % % 0.08 % % 0.04 % Total 1,041,681, ,421 1,042,472, , ,042,842,361 Share information Total number Nominal Voting Name Share capital of shares value rights Ordinær 1,628,798, ,287,988, Yes 5-17 Generally majority requirement requires majority of the given votes 5-18 Amendment to resolution Requires two-thirds majority of the given voteslike the issued share capital represented/attended on the general meeting

8 Presiding chairman Amund Skarholt thanked those present for attending the meeting. The meeting was thereafter adjourned. Amund Skarholt Stein Håkon Dalby