41 500 small and large shareholders all own a piece of DNB. All of these 41 500 wish to contribute to creating something – whether it is security and growth for their own savings or an investment which can help establish new businesses and new jobs.
We have the utmost respect for these ambitions, and this makes us all the more committed to what is our number one priority: Creating value.
During 2017, the DNB share price rose by 18.5 per cent, from NOK 128.40 to NOK 152.10. The dividend per share increased by 25 per cent, from NOK 5.70 to NOK 7.10. In the course of the year, two share buy-back programmes were completed, representing a total of 0.66 per cent of outstanding shares¹⁾. The share price increased slightly during the spring and rose significantly from the beginning of May. This trend continued through the summer and autumn. The increase was driven by an improvement in net interest income, lower impairment losses and a strong capital level.
1) In addition, the proportional share of the Norwegian government’s holding will be redeemed after the Annual General Meeting in 2018. Including government holdings, the repurchases completed in 2017 totalled 1 per cent. Shares representing an additional 0,5 per cent, including government holdings, where repurchased up to 7 March 2018.
1) The DNB share price has been adjusted for dividends (gross).
2) Index comprising the 25 most traded shares on Oslo Børs.
3) The Oslo Børs Mutual Fund Index is a value-weighted version of OSEBX, the Oslo Børs Benchmark Index.
4) STOXX Europe 600 Banks Gross Return is an index comprising European banks. The index shows total gross return.
5) Unweighted average in local currency of Nordic bank shares (Nordea, Svenska Handelsbanken, SEB, Swedbank and Danske Bank).
RETURN AND SHARE PRICE DEVELOPMENT
The total return on the DNB share, including dividends, was 22.4 per cent in 2017, while the Oslo Børs Benchmark Index rose by 19.1 per cent. Only three of the other large Nordic financial services groups had a positive share price development in 2017. DNB generated a higher total return than both the OSEFX and the unweighted average for the other Nordic financial services groups in 2017.
Over the past ten years, the DNB share has generally been priced higher than the Group’s recorded equity. Through 2017, this ratio increased, and at the end of the year, the share was traded at 1.2 times recorded equity.
1) Unweighted average in local currency of Nordic bank shares (Nordea, Svenska Handelsbanken, SEB, Swedbank and Danske Bank).
2) The Oslo Børs Mutual Fund Index is a value-weighted version of OSEBX, the Oslo Børs Benchmark Index.
1) Recorded equity and the share price for the period 2008-2009 have been adjusted for the share issue in the autumn of 2009.
2) Return on equity, which is used to calculate reinvested dividends, has not been adjusted for the share issue.
Dividend yield relative to P/B
MARKET CAPITALISATION AND TURNOVER
DNB was the third largest primary listed company on Oslo Børs at year-end 2017 and the third largest financial services group in the Nordic region, with a market capitalisation of NOK 248 billion, up NOK 39 billion from end-December 2016.
Trading volume in the DNB share was reduced in 2017, for the first time in five years. The share is still highly liquid, and the decline in trading volume was partly due to a higher share of long-term investors. Trading volume in 2017 was down 36 per cent to 6.9 million shares per day, representing a total of 1 735 million shares. There was also a reduction in trading on open markets, mainly Oslo Børs, of 41 per cent to 825 million shares. Moreover, there was a significant decline in trading on private exchanges (“dark pools”). Off-exchange trading (OTC or “over-the-counter”) was down 39 per cent.
The value of all traded DNB shares was reduced by NOK 31 billion to NOK 250 billion. The value of OTC trading declined from NOK 108.5 billion to NOK 107.6 billion. There was a reduction on open markets, such as Oslo Børs, from NOK 146 billion to NOK 120 billion. These market places’ share of total trading was down 3.87 percentage points to 48.07 per cent. Trading on private exchanges declined by NOK 4.4 billion to NOK 22.1 billion, which represented 8.9 per cent of total trading.
DNB’s ADR programme (American Depositary Receipts) for shares issued in the US was converted in May from an exchange rate where an ADR had the same value as ten shares to reflect the price one-to-one in order to make the ADRs more liquid.
At the beginning of 2018, the DNB share was weighted on all relevant Oslo Børs indices, with 10.1, 11.9, 14.6 and 8.8 per cent, respectively, on the Benchmark, All-share, OBX and Mutual Fund Indices. DNB was also represented on global indices, but with relatively low weights.
Key figures ¹⁾
|1||Number of shares at year-end (million)||1 629||1 629||1 629||1 629||1 629|
|2||Number of shares at year-end, adjusted for buybacks (million)||1 618||1 629||1 629||1 629||1 629|
|3||Number of shares traded (million)||1 736||2 714||2 555||2 011||1 740|
|6||Total value of shares traded per day (NOK million)||995||1 111||1 277||886||643|
|7||– Share of total value traded on public market places, e.g. Oslo Børs (%)||48.1||52.0||38.6||49.4||54.5|
|8||– Share of total value traded in dark pools (%)||8.9||9.5||6.0||9.6||9.0|
|9||– Share of total value traded over-the-counter (OTC) (%)||43.1||38.6||55.4||41.1||36.5|
|10||Average number of shares traded per day (million)||6.9||10.7||10.2||8.0||6.9|
|13||Number of trading days||251||253||251||250||249|
|14||Earnings per share (NOK)||12.84||11.46||14.98||12.67||10.75|
1) Includes Alternative Performance Measures, APM. See supplementary information on Alternative Performance Measures on ir.dnb.no.
DNB’s Board of Directors has approved a dividend policy which aims to create value for shareholders through both increases in the share price and dividend payments. Overall, this will ensure an attractive and competitive return.
The Group’s long-term dividend policy is to have an ordinary dividend payout ratio of more than 50 per cent. The Group aims to increase nominal ordinary dividends per share each year. In addition to dividend payments, DNB will consider share buy-back programmes. This will be a flexible way to allocate any surplus capital to the Group’s shareholders.
1) Including market places other than Oslo Børs in Europe as from 1 May 2008 and from outside Europe as from 26 July 2010.
20 largest shareholders as at 31 December 2017 ¹⁾
|wdt_ID||Shareholders||Number of shares in 1 000||Ownership in per cent||Change from 2016|
|1||Norwegian Government/Ministry of Trade, Industry and Fisheries ²⁾||553 792||34.23||0.00|
|2||DNB Savings Bank Foundation||130 001||8.03||(11.29)|
|4||Fidelity International||30 055||1.86||(27.95)|
|6||The Vanguard Group||27 252||1.68||18.13|
|7||Deutsche Asset Management||26 705||1.65||24.25|
|8||Schroder Investment||18 908||1.17||(24.74)|
|9||Capital World Investors||18 043||1.12||New among top 20|
|10||MFS Investment Management||16 538||1.02||(30.65)|
1) The beneficial owners of shares in nominee accounts are determined on the basis of third-party analyses.
2) According to an agreement, the Norwegian government will redeem shares on a proportional basis so that its current holding will remain at 34 per cent.
Source: DNB, Norwegian Central Securities Depository, Nasdaq
Did you know that around 35 per cent of DNB’s individual shareholders are women?
SHARE BUY-BACK PROGRAMME
The Annual General Meeting held on 25 April 2017 approved an authorisation to purchase up to 2 per cent of DNB’s outstanding shares. Of this, 1.5 per cent can be used for ordinary repurchases, while the remaining 0.5 per cent is reserved for DNB Markets for hedging purposes.
In the course of the year, DNB completed two share buy-back programmes representing a total of 0.66 per cent of outstanding shares. Including the Norwegian government’s holding of repurchased shares, the completed repurchases represented 1 per cent of the total number of outstanding shares at the beginning of 2018. The Annual General Meeting to be held on 24 April 2018 will be asked to approve the redemption of the repurchased shares, along with a proportional share of the government’s holding. As at 31 December 2017, DNB had a total of 1 618 048 793 outstanding shares. Adjusted for the shares held by the government, the number of shares was 1 612 510 879.
SHARE CAPITAL AND SHAREHOLDER STRUCTURE
At end-December 2017, DNB’s share capital was NOK 16 289 million divided into 1 628 798 861 shares, each with a nominal value of NOK 10.
Adjusted for completed repurchases and government holdings, there were a total of 1 612 510 872 outstanding shares. DNB has approximately 41 500 private and institutional shareholders, of which the two largest are the Norwegian government, represented by the Ministry of Trade, Industry and Fisheries, and Sparebankstiftelsen DNB (the DNB Savings Bank Foundation). A further description of the government’s ownership can be found in the chapter “Corporate governance”, section 4, about equal treatment of shareholders. The object of the Savings Bank Foundation is to manage its long-term ownership interests in DNB and support the company in its efforts to continue the savings bank tradition. The Foundation may donate a portion of annual profits to non-profit causes. The Foundation’s governing body is the general meeting, with members elected among the bank’s depositors and by county councils in eastern Norway. The general meeting has elected a board with six members.
It is in the interests of DNB that high-quality equity analyses are published on a regular basis, reflecting the information that is distributed to the stock market. The DNB share is covered by 32 brokerage houses, of which 13 are Nordic-based. Emphasis is thus placed on providing relevant and complete information and on ensuring that all analysts receive equal treatment at all times. A list of analysts following the share can be found on ir.dnb.no. Daily contact with investors and analysts is handled by the Investor Relations department.
Early in 2017, analyst price targets for the DNB share were on a level with the actual share price. The price target was gradually increased during the year. Most recommendations were between buy and hold throughout 2017. As the autumn progressed, the share price and the price targets gradually increased. While the share price declined somewhat towards the end of the year, the price targets stabilised.
DNB Investor Relations provides information to and communicates with capital market participants, including shareholders, potential investors, analysts, portfolio managers, investment banks and others that are interested in the company’s shares. Investor relations activity is primarily aimed at giving the market a correct picture of the company’s activities and future prospects. All price-sensitive information must be given simultaneously to all market participants. DNB thus complies with Oslo Børs’ recommendation on the reporting of IR information issued in June 2014.
In connection with the release of DNB’s quarterly financial results, Investor Relations arranges presentations to help promote greater understanding of the Group’s business operations. In addition, the department holds meetings, with or without representatives from group management, with existing and potential investors in and outside Norway. Investor Relations maintains contact with investors in both equity and debt capital markets. Presentations used in meetings with individual investors are not different from the ones that have previously been published by the Group. Nor are individual investors given verbal information that is not disclosed to the rest of the market. Information about events of a price-sensitive nature which will have an extraordinary impact on profits, must be released when it is known to ensure that all market participants receive the information at the same time.
Investor Relations helps the Group ensure that the company’s shares are priced effectively on the stock exchange, manage market expectations with respect to share price performance and ensure sound liquidity.
A further description of equal treatment of shareholders can be found in the chapter Corporate governance, section 4.
FUNDING AND RATING
Did you know that DNB Markets is ranked as number one among investment firms in Norway by both equity and bond investors?
There are two companies in the DNB Group that issue commercial paper. DNB Bank ASA issues senior and subordinated loans, while the subsidiary DNB Boligkreditt AS issues covered bonds. Norwegian regulations require that covered bonds are issued by a separate legal entity.
As the Norwegian capital market is of limited size, DNB has to cover parts of its total funding requirement in international capital markets. The Group obtains a significant share of its international funding in the euro market, but has also established funding programmes in the US and Japan.
DNB continuously seeks to improve the bank’s credit rating. This is important, as a higher credit rating will result in lower funding costs over time.
The creditworthiness of DNB Bank ASA is assessed by the rating agencies Moody’s and Standard & Poor’s (S&P). DNB Bank ASA had the following ratings as at 31 December 2017: Aa2 from Moody’s and A+ from S&P. The rating from Moody’s had a negative outlook and was unchanged throughout the year. During 2017, rating from was changed from a negative to a stable outlook.
Covered bonds issued by DNB Boligkreditt are rated AAA by S&P and Aaa by Moody’s, both with a stable outlook.
Credit ratings for DNB Bank ASA
Taxation of shareholders according to Norwegian law for the 2017 income year
LIMITED LIABILITY COMPANIES AND CORRESPONDING COMPANIES AS SHAREHOLDERS
The tax exemption method, cf. Section 2-38 of the Norwegian Taxation Act, implies that shareholders organised as limited companies etc. as a rule are exempt from tax on dividends received and capital gains on shares, mutual fund holdings and financial instruments with shares comprised by the tax exemption method as underlying assets. Losses on the sale of shares and holdings comprised by the tax exemption method are not tax deductible. With respect to dividends comprised by the tax exemption method and dividends from businesses assessed as partnerships, 3 per cent of such income is liable to tax.
NATURAL PERSONS AS SHAREHOLDERS
The shareholder model applies to shareholders who are natural persons resident in Norway. When the tax rate for companies was reduced in 2017, the taxation of shareholder income (capital gains and dividends) was adjusted upward by a factor of 1.24. The tax rate for personal shareholders was thus 29.76 per cent (24 per cent x 1.24) in 2017 in excess of a shielded amount (the shielding deduction). There is a corresponding deduction right for losses on the sale of shares.
The shielding rules shall ensure that an amount of income corresponding to the normal return on a shareholder’s investment in a company is not taxed as dividends. Each year, a shielding deduction is computed, forming the basis for the dividend personal shareholders can receive free of tax. The annual shielding deduction is calculated by multiplying the shielding basis for the share by a shielding interest. The shielding basis represents the amount the share-holder has paid for the share, with the addition of any unused shielding deduction carried forward from previous years.
Gains/losses on the sale of shares are, as a rule, taxable in the country where the shareholder is resident for tax purposes.
As a general rule, dividends received by foreign share-holders are subject to tax in Norway if the dividends are distributed by a limited company domiciled in Norway (withholding tax).
For shareholders who are natural persons resident outside Norway, withholding tax should be assessed and deducted. The company distributing the dividends is responsible for making advance tax deductions to cover the income tax on such dividends at a rate of 25 per cent. However, Norway has entered into tax treaties with a number of countries, whereby the withholding tax rate is often reduced, normally to 15 per cent. Shareholders who are tax resident in other EEA countries are entitled to a shielding deduction. If the deducted tax is higher than the tax payable on dividends after the shielding deduction, the shareholder may advance a claim for a refund of excess withholding tax. All such matters must be handled by the Central Tax Office for Foreign Tax Affairs.
Dividends paid to companies that are eligible for exemption according to the tax exemption method and domiciled in an EEA country will as a rule be exempted from withholding tax in Norway. The tax exemption is conditional on the company being the real beneficial owner of the share dividends.
CHANGES IN SHAREHOLDER INCOME AS FROM THE 2018 INCOME YEAR
In consequence of a reduction in the tax rate from 24 to 23 per cent, the upward adjustment factor has been increased to 1.33 per cent for shareholder income. This means that the effective tax rate for personal shareholders on dividends and capital gains will be 30.59 per cent (23 per cent x 1.33) as from the 2018 income year.
SHARE SAVINGS ACCOUNT
As of 1 September 2017, new rules for share savings accounts entered into force. The purpose is to encourage more small depositors to invest in equity funds (mutual funds with a more than 80 per cent equity exposure) and listed shares in companies resident in EEA countries, without being subject to ongoing taxation of transactions. This is made possible as gains on the realisation of shares and mutual fund holdings in the share savings account do not trigger taxation. Moreover, the rules allow depositors to withdraw funds up to the deposited amount (total acquisition cost) without triggering taxation. Gains are not taxed until they are withdrawn from the account, excluding any shielding deduction.
The share savings account thus opens up for tax-exempt reinvestments. Dividends are not encompassed by the rules for share savings accounts with respect to deferred tax, and are taxed according to ordinary tax rules. According to a transitional rule, it is possible for investors to transfer instruments they own themselves to a share savings account by year-end 2018 without triggering taxation.