DNB Capital and AT1 November 2017
DNB s Outstanding Additional Tier 1 Securities USD denominated: Issue Date Type Amount Coupon First Call Date 26.03.2015 PerpNC5 USD 750 mn 5.75% 26.03.2020 18.10.2016 PerpNC5.5 USD 750 mn 6.50% 26.03.2022 NOK denominated: Issue Date Type Amount Coupon First Call Date 26.02.2015 PerpNC5 NOK 2,150 mn 3M Nibor + 325 26.02.2020 27.06.2016 PerpNC5 NOK 1,400 mn 3M Nibor + 525 27.06.2021 2
DNB Group Structure and Capital Ratios DNB has to meet all capital requirements on DNB ASA group level ( DNB ), DNB Bank Group level ( DNB Bank Group ) and DNB Bank ASA solo level ( DNB Bank ) DNB ASA DNB Bank ASA Aa2 / A+ / AA (low) (Senior/ short term issuance) DNB Life and Asset Management DNB Boligkreditt AS (Covered Bonds: AAA/Aaa) CET 1 and Total Capital Ratios 19.6 % 20.6 % 16.3 % 16.3 % 18.4 % 23.7 % DNB DNB Bank Group DNB Bank 3
DNB Delivers Solid Profit Pre-tax operating profit before impairment NOK billion 35 30 28.7 34.1 30.8 25 20 18.7 21.3 15 10 7.7 7.4 5 1.6 2.3 2.0 0 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 YTD 2017 Pre-tax operating profit before impairment Impairment of loans 4
DNB CET1 Capital Generation CET1 build up and dividend Basis points (bps) transitional rules CET1 capital ratio transitional rules Per cent Equity development NOK bn 32 65 89 175 160 8.5 9.2 9.4 10.7 11.8 12.7 14.4 16.0 16.3 118 127 142 159 190 206 211 138 40 55 101 92 2012 2013 2014 2015 2016 CET1 build up Dividends 2009 10 11 12 13 14 15 16 17 YTD 2011 2012 2013 2014 2015 2016 2017 YTD 5
SREP CET1 Capital Requirements SREP includes Pillar 2 requirements Pillar 2 requirements in Norway are not included in the MDA trigger level 16.0 % 16.3 % SREP 14.7% ~ 16.1 % 11.8 % 12.7 % 14.4 % 1.5 % 1.5 % 1.5 % 1.6 % 1.2 % 1.2 % 1) 1.6 % 1) SREP 15.2 % 1.0 % 1.0 % 2.0 % 2.0 % 2.0 % 2.0 % 3.0 % 3.0 % 3.0 % 3.0 % 3.0 % 2.5 % 2.5 % 2.5 % 2.5 % 2.5 % 2.5 % 4.5 % 4.5 % 4.5 % 4.5 % 4.5 % 4.5 % YE 2013 YE 2014 YE 2015 YE 2016 30.09.2017 YE 2017 Target YE 2017 Pillar 1 Minimum Requirement Conservation Buffer Systemic Risk Buffer SIFI Buffer Countercyclical Buffer Pillar 2 Requirement SREP Requirement Management Buffer DNB CET 1 DNB Bank Group CET 1 1) In accordance with CRD IV, the institution-specific CCyB rate will be a weighted average of the rates in the jurisdictions in which the institution operates. In Norway the countercyclical buffer is currently 1.5 % and DNB Bank s effective CCyB rate is approximately 1.2 %. As from YE 2017 the CCyB in Norway will increase to 2.0 % increasing DNB s effective CCyB to approximately 1.6 %. 6
Leverage Ratio DNB versus Nordic Peers Leverage ratio Per cent, 30 September 2017 7.1 6.0 DNB s leverage ratio requirement 1) 4.9 4.7 4.7 4.4 DNB Nordea SEB Swedbank SHB 1) The Norwegian leverage ratio requirement for banks is 5 per cent effective as from 30 June 2017. For systemically important banks, such as DNB, the minimum requirement is 6 per cent. A potential breach of the leverage ratio requirement will not trigger automatic restrictions on AT1 coupon payments. 7
MDA DNB Well Above CET 1 MDA Trigger Level Pillar 2 requirements in Norway are not included in the MDA trigger level 12.7 % 14.4 % 12.0 % 16.0 % 16.3 % ~16.1 % target YE 2017 13.2 % 13.2 % 1) 13.6 % 1) 10.0 % YE 2014 YE 2015 YE 2016 30.09.2017 YE 2017 MDA Trigger Level DNB CET 1 DNB Bank Group CET1 CET Target 1) In accordance with CRD IV, the institution-specific CCyB rate will be a weighted average of the rates in the jurisdictions in which the institution operates. In Norway the countercyclical buffer is currently 1.5 %. DNB Bank s effective CCyB rate is approximately 1.2 %. As from YE 2017 the CCyB in Norway will increase to 2.0 % increasing DNB Bank s effective CCyB to approximately 1.6 %. 8
The DNB Bank Group will need to record a significant net loss in order to reach the MDA trigger level Average profit before loan losses 2014 2016: NOK 31.2 bn + Buffer to MDA: (16.3 % - 13.6 %): NOK 28.5 bn = Loan loss capacity 12 month horizon NOK 59.7 bn Note: Loan loss capacity in per cent of net loans: 3.9 per cent. 9
DNB s Solid Profitability Should Ensure AT1 Coupon Payments 40 35 Profit Before Tax AT1 Coupon Payments Dividend 31.9 30 25 23.4 20 15 10 7.3 9.3 5 0 2.9 0.1 0.5 1.0 1.0 1) 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Dividend payments on ordinary shares and coupon payments on Additional Tier 1 (AT1) instruments are at the discretion of the issuer DNB will give due consideration to the capital hierarchy and look to preserve the seniority of claims going forward* * Statement given at the DNB Capital Markets Day (27 November 2014) 1) Estimated AT1 coupon payments. 10
Overall Capital Requirements under SREP Pillar 1 capital requirements in Norway consist of minimum requirements and combined buffer requirements As a result of the SREP, the supervisors may decide on additional capital add-on (pillar 2), which together with the pillar 1 requirements form the Overall capital requirement If there is a breach of the combined buffer requirements under Pillar 1, there will be automatic restrictions on dividends etc. (ref. CRD IV article 141) However a breach of the Overall capital requirement under SREP will not cause automatic restrictions: The Bank will have to present a plan to the NFSA how to restore the capital ratios If the plan is not sufficient, the NFSA will consider other measures. The measures will depend on the reasons behind the breach 11
Pillar 2 not Included in the MDA Trigger Level in Norway MDA restrictions will only apply if there is a breach of the Pillar 1 requirements (Minimum capital requirements + Combined buffer requirements) Pillar 2 requirements in Norway do not influence the MDA trigger level Stated in a letter from the Ministry of Finance dated 15 January 2016 Confirmed by the NFSA in a response letter dated 15 February 2016, and stated in a circular from the NFSA dated 27 June 2016 12
ADI Available Distributable Items Items available for distribution is defined in the Norwegian Public Limited Company Act:* Following this definition, the ADI level is calculated as follows: ADI = total equity share capital fund for unrealized gains DNB Bank ASA (31 December 2016): ADI = NOK 168bn 18bn 2bn = NOK 148bn => Due to the significant amount available for distribution, we don t assess the ADI as a potential restriction for coupon payments. * The Norwegian CRD IV Regulation does not include any definition of ADI 13
Implemented and Proposed Changes in Capital Requirements Changes in countercyclical buffer due to reciprocity approved 28th Sep 2016 In accordance with CRD IV, the institution-specific countercyclical buffer rate (CCyB rate) will be a weighted average of the rates in the jurisdictions in which the institution operates. In Norway the CCyB is currently 1.5%, and DNB Bank s effective CCyB rate is approximately 1.2%. As from YE 2017 the CCyB in Norway will increase to 2.0% increasing DNB Bank s effective CCyB to 1.6%. Changes of treatment of investments in insurance subsidiaries On 21 December 2016, the Ministry of Finance announced changes in the treatment of insurance subsidiaries in Norwegian Basel 1 floor regulation. The changes took effect 1 st January 2017 The change has no effect on the CET1 ratio of DNB Bank Group For the DNB Group the change resulted in a reduction in the CET 1 ratio of 0.2 percentage points as from 1 st January 2017 14
Leverage Ratio Requirement Norwegian leverage ratio requirement effective as from 30 June 2017: Minimum leverage ratio 3 % 1) Bank requirement 2 % SIFI requirement 1 % Total SIFI/DNB requirement 6 % As at 30 September 2017, DNB Group reported a leverage ratio of 7.1 % Well above regulatory requirement A breach of the leverage ratio requirements will not trigger automatic restrictions on AT1 coupon payments. If there is a breach of the leverage ratio requirement, the financial institution will have to present to the NFSA a plan how to restore the leverage ratio. Regulation dated 20 December 2016 1) Requirement for credit institutions such as DNB Boligkreditt AS. 15
DNB is well positioned for regulatory changes Implications of IFRS 9 and BRRD* for DNB Other regulatory changes IFRS 9 BASEL IV The EU transitional rules will be reflected in similar Norwegian regulations and thus have very limited effects on the CET1 ratio An estimate of full implementation of IFRS 9 from 1 January 2018 would give a reduction in equity of NOK 3.0-4.0 billion, corresponding to a 20-30 bps reduction in the CET1 ratio Basel IV is not expected to have any material effect on total RWA due to the Norwegian version of the Basel I floor More level playing field with respect to risk weights and capital requirements BRRD* MiFID II The sum of the deposit guarantee fund levy and the resolution fund fee is estimated to reduce NII by around NOK 400 million from 2019 MiFID II is expected to increase pre- and post-trade transparency in the markets DNB Markets is well positioned as a regional and industry specialist and has a leading position in Norway *Bank Recovery and Resolution Directive 16
Funding Contacts Long Term Funding: Thor Tellefsen Senior Vice President, Head of Long Term Funding Phone direct: + 47 24 16 91 22 Mobile: + 47 915 44 385 E-mail: thor.tellefsen@dnb.no Håkon Røsand Senior Vice President, Long Term Funding Phone direct: + 47 24 16 91 27 Mobile: + 47 906 16 892 E-mail hakon.rosand@dnb.no Kristine Øvrebø Senior Vice President, Long Term Funding Phone direct: + 47 24 16 91 25 Mobile: + 47 916 08 005 E-mail: kristine.ovrebo@dnb.no https://www.ir.dnb.no/funding-and-rating 17
Disclaimer (1/2) NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR ITS TERRITORIES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS OR OTHERWISE THAN TO PERSONS TO WHOM IT CAN LAWFULLY BE DISTRIBUTED. THIS DOCUMENT MAY NOT BE REPRODUCED IN ANY FORM OR FURTHER DISTRIBUTED TO ANY OTHER PERSON OR PUBLISHED, IN WHOLE OR IN PART, FOR ANY PURPOSE. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF APPLICABLE SECURITIES LAWS. This material has been prepared by and is the sole responsibility of DNB Bank ASA (referred to as DNB Bank ) on behalf of DNB ASA the holding company of the DNB group (referred to as DNB in this presentation) and its subsidiaries (together, the DNB Group ). This material does not constitute a prospectus in whole or part and you must read and rely only on the actual prospectus relating to the Notes in making an investment decision. This material has been prepared solely to provide the recipient with a general overview of the business of the DNB Group and the Notes referred to herein and does not purport to deal with all aspects and details of the business of the DNB Group or the Notes. The prospectus includes descriptions of certain risks related to an investment in the Notes described herein and it is recommended that prospective investors read and carefully assess those risks. This material is presented solely for information purposes and is not to be construed as a solicitation or an offer to buy or sell any securities or related financial instruments and should not be treated as giving investment advice. It has no regard to the specific investment objectives, financial situation or particular needs of any recipient. No representation or warranty, either express or implied, is provided in relation to the accuracy, completeness or reliability of the information contained herein. It should not be regarded by recipients as a substitute for the exercise of their own judgment. Any opinions expressed in this material are subject to change without notice and DNB Bank is not under any obligation to update or keep current the information contained herein. In addition, institutions mentioned in this material, their affiliates, agents, directors, partners and employees may make purchases and/or sales of the Notes as principal or agent or may act as market maker or provide investment banking or other services in respect of the Notes. DNB, its subsidiaries and any manager appointed by DNB in connection with the Notes (the Managers ) and their respective affiliates, agents, directors, partners and employees accept no liability whatsoever for any loss or damage of any kind arising out of the use of all or any part of this material. To the fullest extent permitted by applicable law, the Managers accordingly disclaim any and all responsibility and/or liability, whether arising in tort, contract or otherwise, which it might otherwise have in respect of this material. This presentation contains forward-looking statements, which include all statements other than statements of historical facts, including, without limitation, any statements preceded by, followed by or including the words targets, believes, expects, aims, intends, may, anticipates, would, could or similar expressions or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the DNB s control that could cause the DNB s actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements speak only as at the date of this presentation. DNB expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any of such statements are based. The Notes are not to be offered or sold in any jurisdiction in circumstances in which the distribution of this document or the Notes would be prohibited in such jurisdiction. This document must not be acted on or relied on by persons who are not eligible to invest in the Notes. Any investment or investment activity to which this communication relates is available only to persons eligible to invest in the Notes and will be engaged in only with such persons. Persons into whose possession this presentation comes should inform themselves and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. 18
Disclaimer (2/2) Furthermore, you should consult with your own legal, regulatory, tax, business, investment, financial and accounting advisers to the extent that you deem it necessary, and make your own investment, hedging and trading decisions (including decisions regarding the suitability of an investment in the Notes) based upon your own judgement and advice from such advisers as you deem necessary and not upon any view expressed in this presentation. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (the "US Securities Act") and may not be offered, sold or transferred within the United States or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. This presentation is not a public offer of securities for sale in the United States. In the United Kingdom this presentation is being made only to and is directed only at (a) persons who have professional experience in matters relating to investments who fall within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order ) and (b) other persons to whom it may otherwise lawfully be communicated in accordance with the Order (all such persons together being referred to as relevant persons ). Any investment activity to which this communication may relate is only available to, and any invitation, offer, or agreement to engage in such investment activity will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. The Notes are complex financial instruments and are not a suitable or appropriate investment for all investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or guidance with respect to the offer or sale of securities such as the Notes to retail investors. In particular, in August 2014, the U.K. Financial Conduct Authority (the FCA ) published the Temporary Marketing Restriction (Contingent Convertible Securities) Instrument 2014 (as amended or replaced from time to time, the TMR ) which took effect on 1 October 2014. Under the rules set out in the TMR (as amended or replaced from time to time, the TMR Rules ), certain contingent write-down or convertible securities, such as the Notes, must not be sold to retail clients in the EEA and nothing may be done that would or might result in the buying of such securities or the holding of a beneficial interest in such securities by a retail client in the EEA (in each case within the meaning of the TMR Rules), other than in accordance with the limited exemptions set out in the TMR Rules. The Managers are required to comply with the TMR Rules. By purchasing, or making or accepting an offer to purchase, any Notes from the Issuer and/or a Manager, each prospective investor represents, warrants, agrees with, and undertakes to, the Issuer and the Managers that: 1. it is not a retail client in the EEA (as defined in the TMR Rules); 2. whether or not it is subject to the TMR Rules, it will not sell or offer the Notes to retail clients in the EEA or do anything (including the distribution of the Prospectus) that would or might result in the buying of the Notes or the holding of a beneficial interest in the Notes by a retail client in the EEA (in each case within the meaning of the TMR Rules), other than (i) in relation to any sale or offer to sell Notes to a retail client in or resident in the United Kingdom (the UK ), in circumstances that do not and will not give rise to a contravention of the TMR Rules by any person and/or (ii) in relation to any sale or offer to sell Notes to a retail client in any EEA member state other than the UK, where (a) it has conducted an assessment and concluded that the relevant retail client understands the risks of an investment in the Notes and is able to bear the potential losses involved in an investment in the Notes and (b) it has at all times acted in relation to such sale or offer in compliance with the Markets in Financial Instruments Directive (2004/39/EC) ( MiFID ) to the extent it applies to it or, to the extent MiFID does not apply to it, in a manner which would be in compliance with MiFID if it were to apply to it; and 3. it will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside or outside the EEA) relating to the promotion, offering, distribution and/or sale of the Notes, including any such laws, regulations and regulatory guidance relating to determining the appropriateness and/or suitability of an investment in the Notes by investors in any relevant jurisdiction. 19