Bond Komunalbanken 3.02% ( NO0010760168 ) in NOK

Komunalbanken

100 % ⇌

Norway

NO0010760168 ( in NOK )

3.02% per year ( payment 1 time a year)

23/05/2033

Prospectus brochure of the bond Kommunalbanken NO0010760168 en NOK 3.02%, maturity 23/05/2033

1 000 000 NOK

2 000 000 000 NOK

23/05/2026 ( In 321 days )

Kommunalbanken is a Norwegian state-owned bank primarily providing financing to municipalities and county councils.

The Bond issued by Komunalbanken ( Norway ) , in NOK, with the ISIN code NO0010760168, pays a coupon of 3.02% per year.
The coupons are paid 1 time per year and the Bond maturity is 23/05/2033

Registration Document

KOMMUNALBANKEN AS

15 December 2016

IMPORTANT INFORMATION
This registration document (the "Registration Document"), dated 15 December 2016, has been prepared by
Kommunalbanken AS (the "Issuer" or "Kommunalbanken") in order to provide information regarding the
Issuer in connection with offerings or listings on regulated markets of debt securities issued the Issuer. Please
see Section 6 "Definitions" for the definition of certain terms used throughout this Registration Document.
This Registration Document has been prepared to comply with the Norwegian Securities Trading Act of 29 June
2007 no. 75 (the "Securities Trading Act") and related secondary legislation, including the Commission
Regulation (EC) no. 809/2004 implementing Directive 2003/71/EC of the European Parliament and of the
Council of 4 November 2003 regarding information contained in prospectuses, as amended, and as
implemented in Norway (the "EU Prospectus Directive"). This Registration Document has been prepared solely
in the English language. The Financial Supervisory Authority of Norway (Nw: Finanstilsynet) (the "FSA") has
reviewed and, on 15 December 2016, approved this Registration Document in accordance with Sections 7-7
and 7-8 of the Norwegian Securities Trading Act. The Registration Document is valid for a period of twelve
months from the date of approval by the FSA. The FSA has not controlled or approved the accuracy or
completeness of the information included in this Registration Document. The approval by the FSA only relates
to the information included in accordance with pre-defined disclosure requirements. The FSA has not made
any form of control or approval relating to corporate matters described in or referred to in this Registration
Document.
Prospective investors are expressly advised that an investment in securities issued by the Issuer entails
financial and legal risks and that they should therefore read the Prospectus (consisting of this Registration
Documents and the Securities Note for the relevant securities issued by the Issuer, the "Prospectus") in its
entirety when considering an investment in the onds. The contents of the Prospectus are not to be
construed as legal, financial or tax advice. Each prospective investor should consult his, her or its own legal
adviser, independent financial adviser or tax adviser for legal, financial or tax advice.
The information contained herein is current as of the date hereof and subject to change, completion and
amendment without notice. Neither the delivery of the Prospectus nor the listing of securities of the Issuer at
any time after the date hereof shall, under any circumstances, create an implication that the information
contained herein is complete or correct as of any time subsequent to the date hereof or that the affairs of the
Issuer have not since changed. In accordance with Section 7-15 of the Norwegian Securities Trading Act, every
significant new factor, material mistake, or inaccuracy relating to the information included in the Prospectus,
which is capable of affecting the assessment of the Bond between the date of the Prospectus and the time of
the listing of securities issued by the Issuer on Oslo Børs (the Oslo Stock Exchange), will be included in a
supplement to the Prospectus.
This Registration Documentdoes not constitute an offer for sale or a solicitation of an offer to purchase
securities issued by the Issuer in any jurisdiction. It has been prepared solely as a registration document
providing information on the Issuer. This Registration Document may not be distributed in or into any country
where such distribution or disposal would require any additional prospectus, registration or additional
measures or contrary to the rules and regulations of such jurisdiction. Persons into whose possession this
Registration Document comes are therefore required to inform themselves about, and to observe, such
restrictions. The Issuer's currently issued securities have not been and will not be registered under the US
Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United
States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act.
Except for approval by the FSA, no other measures have been taken to obtain authorisation to distribute this
Registration Document or the Prospectus in any jurisdiction where such action is required.
This Registration Document shall be read together with all documents that are incorporated by reference, as
set out in section 4.1 "Historical Financial Information" below, and possible supplements to this Prospectus.
The information in this Registration Documetn that has been sourced from third parties has been accurately
reproduced and as far as the Issuer is aware and able to ascertain from information published by that third
party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

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The source of third party information is identified where used.
Unless otherwise stated, this Registration Document and the Prospectus is subject to Norwegian law. In the
event of any dispute regarding the Registration Document, Norwegian law will apply.

3

TABLE OF CONTENTS:
1
RISK FACTORS ....................................................................................................................................... 5
2
STATEMENT OF RESPONSIBILITY ........................................................................................................... 7
3
THE ISSUER ............................................................................................................................................ 8
3.1
INTRODUCTION ......................................................................................................................................................... 8
3.2
FINANCIAL YEAR ........................................................................................................................................................ 8
3.3
PUBLIC OWNERSHIP ................................................................................................................................................... 8
3.4
BUSINESS................................................................................................................................................................. 8
3.5
FUNDING ACTIVITIES ................................................................................................................................................... 9
3.6
RISK MANAGEMENT ................................................................................................................................................... 9
3.7
SUPERVISORY BOARD................................................................................................................................................ 10
3.8
BOARD OF DIRECTORS ............................................................................................................................................... 11
3.9
EXECUTIVE MANAGEMENT .......................................................................................................................................... 12
3.10
AUDIT COMMITTEE .................................................................................................................................................. 12
3.11
REMUNERATION COMMITTEE ...................................................................................................................................... 12
3.12
RISK COMMITTEE ..................................................................................................................................................... 12
3.13
AUDITOR ............................................................................................................................................................... 12
4
FINANCIAL INFORMATION CONCERNING THE ISSUER'S ASSETS AND LIABILITIES, FINANCIAL POSITION
AND PROFITS AND LOSSES .................................................................................................................. 13
4.1
HISTORICAL FINANCIAL INFORMATION ........................................................................................................................... 13
4.2
AGE OF LATEST FINANCIAL INFORMATION ........................................................................................................................ 13
4.3
LEGAL ARBITRATION PROCEEDINGS................................................................................................................................ 14
4.4
SIGNIFICANT CHANGE IN THE ISSUER'S AND THE GUARANTOR'S FINANCIAL OR TRADING POSITION .................................................. 14
6
DOCUMENTS ON DISPLAY ................................................................................................................... 15
7
DEFINITIONS ....................................................................................................................................... 16

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1
RISK FACTORS
An investment in scurities offered by the Issuers involves risks. Prospective investors should carefully consider
the risk factors set forth below and all information contained in the Prospectus, including the financial
statements and related notes. If any of the following risks were to materialise, individually or together with
other circumstances, they could have a material and adverse effect on the Issuer and/or its business, financial
condition, results of operations, cash flows and/or prospects, which could cause a decline in the value and
trading price of the securities offered by the Issuer, resulting in the loss of all or part of an investment in such
securities. An investment in securities offered by the Issuer is suitable only for investors who understand the
risks associated with this type of investment and who can afford to lose all or part of their investment.
The order in which the risks are presented does not reflect the likelihood of their occurrence or the magnitude
of their potential impact on the Issuer's business, financial condition, results of operations, cash flows and/or
prospects. The risks mentioned herein could materialise individually or cumulatively. Furthermore, risks that the
Issuer currently deems as not material could in the future prove to become material to the Issuer.
Below is included a description of risk factors that may affect the issuer's ability to fulfil its obligations under
the securities issued by the Issuer.
1.1
INTEREST RATE RISK
Interest rate risk occurs in connection with the Issuer's lending and funding activities and arises from the
different interest rate periods for the Issuer's assets and liabilities and the fact that incoming and outgoing
payments are due at different times. As part of the management of interest rate risk on assets and liabilities,
the Issuer enters into derivative contracts, mainly swaps and FRA (forward rate agreement) contracts, and
purchases and sells securities issued by governments and financial institutions.
The Issuer has maintained its strategy of adapting its funding activities to its various types of loan, which has
resulted in the Issuer's funding and lending activities having virtually identical interest rate periods. The Issuer
has divided loans and funding into various portfolios. Management of interest rate risk is carried out by means
of matching the duration of the various funding portfolios with that of the various lending portfolios. A
portfolio's duration is defined as the weighted average duration of each individual funding/lending transaction
included in the portfolio. Individual loans/funding transactions are weighted by their market value in
comparison to the market value of the portfolio.
However, there is no guarantee that the Issuer will continue to be able to match interest rate periods for its
funding and lending activities. This, in turn, may adversely affect the Issuer's business, results of operation
and/or financial condition.
1.2
COUNTERPARTY RISK
Counterparty risk relates to the risk that the counterparty to an agreement may be unable to honour its
commitments in the future. The Issuer has a conservative policy concerning agreements vis à vis each
counterparty. These counterparties may only be Norwegian or international financial institutions with a high
credit rating from Moody's or Standard & Poor's. All counterparties must post collateral with the Issuer.
Exposure is continuously monitored and reported to the Issuer's risk committee each week and to the Board of
Directors of the Issuer at each of its meetings. Some agreements are structured with a view to reducing the
Issuer's counterparty risk, for example, by entering into netting agreements, taking of collateral, payment in
advance or repayment in instalments.
However, there is no guarantee that the Issuer's policy in monitoring counterparty risk will be effective and
this may adversely affect the Issuer's business, results of operation and/or financial condition.
1.3
LIQUIDITY RISK
Liquidity risk relates to the risk that the Issuer may be unable to meet its obligations on the agreed date of
settlement as a result of market-related factors. The Issuer seeks to maintain 12 months of net cash
requirements to meet its obligations well in advance of the date of maturity for large issues, such that the
liquidity risk can be viewed as extremely limited. In addition, the Issuer uses interest rate swaps to hedge the
duration of long-term fixed rate funding. The Issuer has the highest credit ratings of AAA from Standard &
Poor's and Aaa from Moody's, enabling prompt access to capital should this be required. However, a downturn

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in the market could result in the Issuer's net cash position being insufficient to meet its obligations on the
agreed date.
1.4
THE ISSUER HAS NOT REGISTERED, AND WILL NOT REGISTER, AS AN INVESTMENT COMPANY UNDER
THE INVESTMENT COMPANY ACT
The Issuer will seek to qualify for an exemption from the definition of "investment company" under the U.S.
investment company act of 1940, as amended (the "Investment Company Act") and will not register as an
investment company in the United States under the Investment Company Act. The Investment Company Act
provides certain protections to investors and imposes certain restrictions on registered investment companies,
none of which will be applicable to the Issuer or its investors.
1.5
THE KINGDOM OF NORWAY DOES NOT GUARANTEE ANY OF THE ISSUER'S OBLIGATIONS
As at the date of this Registrartion Document, the Issuer is owned entirely by the Norwegian State as
represented by the Ministry of Local Government. However, the Norwegian State does not guarantee any of
the Issuer's obligations including the debt securities issued by the Issuer and payment to holders of the debt
securities issued by the Issuer is therefore solely dependent on the creditworthiness of the Issuer.

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2
STATEMENT OF RESPONSIBILITY
The Issuer, Kommunalbanken AS (org.no. 981 203 267 and registered address Haakon VII's gate 5, 0161 Oslo,
Norway) accepts responsibility for the information contained in this Registration Document. The Issuer
confirms that, having taken all reasonable care to ensure that such is the case, the information contained in
the Registration Document is, to the best of its knowledge, in accordance with the facts and contains no
omission likely to affect its import.

Oslo, 15 December 2016

On behalf of the Issuer

(sign)
Kristine Falkgård, CEO

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3
THE ISSUER
3.1
Introduction
Established by an Act of Parliament 12 February 1926 as a government administrative body and reorganised as
a joint stock company pursuant to the Conversion Act, and re-named Kommunalbanken AS with effect from
1 November 1999, the Issuer is a local government funding agency and classified as a state instrumentality
serving the public policy function of providing low cost funding to Norwegian municipalities and promoting
competition in the market for municipal loans, thereby facilitating the efficient provision of public sector
services in Norway.
The Issuer is registered in Oslo, Norway as a joint stock company under the Norwegian law for limited
companies (Lov om aksjeselskap) and operates under such law. The Issuer is registered in the Norwegian
Register of Business Enterprises (Nw. Brønnøysundregistrene) Issuer's organisation number is 981 203 267 and
it acts only out of its registered office at Haakon VIIs gate 5b, 0110 Oslo, Norway with telephone number +47
21 50 20 00.
The Issuer does not hold a banking licence and received a concession from the Royal Norwegian Ministry of
Finance to conduct its financing activities. Such concession was granted pursuant to the Financial Institutions
Act and consequently, the Issuer is not regulated by the Norwegian Commercial Bank Act or the Savings Bank
Act.
The Issuer uses the name Kommunalbanken Norway (KBN) in its marketing and investor relations activities.
The Issuer currently has AAA/Aaa ratings from Standard & Poor's Credit Market Services Europe Limited and
Moody's Investors Service Ltd respectively.
3.2
Financial Year
The Issuer's financial year runs from 1 January to 31 December.
3.3
Public Ownership
The Issuer is owned entirely by the Norwegian State represented by the Ministry of Local Government. The
Issuer does not belong to a group.
3.4
Business
The Issuer's principal objective is to provide loans on competitive terms to counties, municipalities and inter-
municipal companies for a variety of investment projects. Loans are also granted for power plants, private
health institutions, co-operative water works and other entities that perform local government services,
provided that loans are used to finance projects that can be designated as primary municipal investments and
that each such loan benefits from a municipal guarantee. Priority will continue to be given to investment
projects considered important by the central government.
The largest share of both approved and disbursed loans in 2015 were for projects in the infrastructure sector,
health and social sector and in primary education, namely road-construction projects, care homes for the
elderly, schools and kindergartens.
The Issuer offers a range of products to the municipal sector. The largest segment of the loan portfolio is
linked to floating interest rates based either on short term money market rates or Norwegian Interbank Offer
Rates (NIBOR) with various interest rate reset dates. Loans are also granted on a fixed rate basis with varying
fixed rate periods set to meet each individual customer's needs and market views.
The majority of municipalities borrow through a single loan for annual investments. The lending products are
continuously developed to provide the municipal sector with the flexibility it requires as well as to meet the
needs of municipalities of all sizes. Loan pricing is not dependent on volume as it is an important goal to be
able to offer small and medium-sized municipalities loans on equal terms to their larger peers.
The Issuer has not suffered a loan loss since it began operations in 1926 which reflects not only its
conservative lending policies but also the nature of municipal finance in Norway. Municipalities are very
closely supervised by the central government, as they may not budget for an operating deficit and must cover
any actual deficit over the following three budgets. Under the Local Government Act, municipalities may not

8

become bankrupt but must instead follow specified procedures for workouts. Such procedures have never had
to be used. Despite the strict supervision of the municipal sector, the Norwegian authorities have assigned a
20 per cent. risk weighting to the Norwegian local government sector reflecting their prudent attitude towards
risk compared to other European countries with zero per cent. local government risk weighting.
There has been no material adverse change in the ordinary course of business or in the prospects or condition
of the Issuer since 31 December 2015, being the date of its last published audited financial statements. No
material contracts are entered into which are not in the ordinary course of the Issuer's business and there
have been no recent events particular to the Issuer which are to a material extent relevant to the evaluation of
the Issuer's solvency.
3.5
Funding Activities
The objective of the Issuer's funding operations is to meet growing borrowing requirements with a well
diversified funding base, effectively achieved by regular issuance of benchmark transactions, a visible presence
in institutional niche markets and by being a flexible issuer of structured instruments. The Issuer also benefits
from strong name recognition in the retail market in Europe and Asia.
The majority of funding is issued off the programme as defined and further described in the Issuer's
prospectus dated 8 April 2016, available at https://kbnet.kommunalbanken.org/media/9714/kbn_emtn_u16_-
_base_prospectus_final_version.pdf. Bond issues take the form of public offerings or private placements.
Public offerings are made to institutional and retail investors in a number of currencies and countries. All
funding transactions must comply with the Issuer's conservative financial policies including no currency and
interest rate risk exposure.
The Issuer has an active marketing and investor relations strategy which involves regular presentations to
intermediaries and investors worldwide as well as participation in investor conferences and panels.
The Issuer maintains a high liquidity reserve to cover future net cash requirements. Investments in
government securities, securities issued by highly rated entities and bank deposits form the core of the Issuer's
portfolio of liquid assets.
3.6
Risk Management
3.6.1
General
The Issuer practices conservative management discipline with respect to financial risks. All risk management
policies are reviewed and approved by the Issuer's Board of Directors, which monitors compliance with
approved limits. The Issuer also aims to be well within the limits set by the FSA.
The Issuer attempts to minimise foreign exchange and interest rate risks through hedging operations.
Financial derivatives are used solely for this purpose. The Board of Directors has established a conservative
liquidity policy target whereby a high liquidity reserve is kept to cover 12 months of future net cash
requirements.
Strict risk management principles are in place for the investment of the Issuer's portfolio of liquid assets.
Investments in government securities, securities issued by highly rated entities and bank deposits form the
core of the portfolio of liquid assets.
Conservative counterparty risk management policies are in place and positions are monitored against limits on
a mark-to-market basis. The minimum rating requirement for international swap counterparties is A- by
Standard & Poor's and A3 by Moody's and all counterparties must post collateral with the Issuer.
3.6.2
Information Technology
The Issuer's business benefits from the use of modern information technology systems.
3.6.3
Organisational Structure
The Issuer is organised into five departments: Lending Department, Financial Markets Department, Risk
Management, Finance & Accounting Department and Corporate Communications and Public Relations.

9

As at 31 December 2015, the Issuer had a total of 72 employees.
3.6.4
Management
Article 8 of the Articles of Association of the Issuer provide for the appointment of a Board of Directors
consisting of not more than nine members. The Board of Directors is responsible for the management of the
Issuer's business activities. The President and CEO is responsible for the Issuer's day-to-day management in
accordance with instructions laid down by the Board of Directors and the Supervisory Board.
3.6.5
Corporate Governance
According to the Financial Institutions Act, financial institutions shall have a Supervisory Board of at least 12
members and a Board of Directors with at least 4 members.
3.7
Supervisory Board
The role of the Supervisory Board is to ensure that the Issuer's business activities are being promoted in
accordance with the law, regulation, the Articles of Association and the resolutions of the Issuer's Annual
General Meeting and the Supervisory Board. The Supervisory Board is responsible for, inter alia, the
appointment of auditors. As far as is known to the Issuer, no potential conflicts of interest exist between any
duties to the Issuer of the persons on the Supervisory Board and their private interests or other duties.
The current composition of the Supervisory Board, together with their principal other occupations, is as
follows:
Svein Ludvigsen, Chairman
Former county governor, Troms county

Berit Flåmo, Vice Chairman
Mayor, Frøya municipality

Alfred Bjørlo
Mayor, Eid municipality

Rigmor Brøste
Ass. county governor, Møre og Romsdal county

Arne Johansen
Former CEO, Harstad municipality

Anita Orlund
President & CEO, Lillestrøm Centre of Expertise

Bjørn Ropstad
Mayor, Evje og Hornnes municipality

Ane Marie Braut
Mayor, Klepp county

Ida Stuberg
Mayor, Inderøy county

Leif Harald Walle
CEO, Stor-Elvdal county

Lene Conradi
Mayor, Asker county

Terje Dalby

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