Bond SPB First Bank ASA 0.04% ( XS1821501696 ) in EUR

SPB First Bank ASA

100 % ⇌

Norway

XS1821501696 ( in EUR )

0.04% per year ( payment 1 time a year)

19/03/2021 - Bond has expired

Prospectus brochure of the bond Spb 1 SR-Bank ASA XS1821501696 in EUR 0.04%, expired

SPB 1 SR-Bank ASA is a Norwegian bank primarily focused on providing financial services to individuals and small and medium-sized enterprises (SMEs) in the Stavanger and Rogaland regions of Norway.

The Bond issued by SPB First Bank ASA ( Norway ) , in EUR, with the ISIN code XS1821501696, pays a coupon of 0.04% per year.
The coupons are paid 1 time per year and the Bond maturity is 19/03/2021

SRBANK
SPAREBANK 1 SR-BANK ASA
(incorporated with limited liability in Norway)
10,000,000,000
Euro Medium Term Note Programme
Under the Euro Medium Term Note Programme described in this base prospectus (the "Programme" and the "Base Prospectus"), SpareBank 1 SR-Bank ASA (the
"Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes (the "Notes") denominated
in any currency agreed between the Issuer and the relevant Dealer (as defined below).
As more fully described herein, Notes may be (i) issued on an unsubordinated basis ("Unsubordinated Notes") or (ii) issued on a subordinated basis as provided in
"Terms and Conditions of the Ordinary Notes" herein ("Subordinated Notes"). The Terms and Conditions of Subordinated Notes will not contain any events of
default.
Notes may be issued in bearer form ("Bearer Notes"), registered form ("Registered Notes") (the Bearer Notes together with the Registered Notes, the "Ordinary
Notes") or uncertificated book entry form ("VPS Notes") cleared through the Norwegian Central Securities Depositary, Verdipapirsentralen ASA (the "VPS").
The maximum aggregate nominal amount of all Ordinary Notes and VPS Notes from time to time outstanding under the Programme will not exceed
10,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as described
herein.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "General Description of the Programme" and any additional Dealers
appointed under the Programme from time to time by the Issuer (each a "Dealer" and together the "Dealers"), which appointment may be for a specific issue or on
an ongoing basis. References in this Base Prospectus to the "relevant Dealer" shall, in the case of an issue of Notes being (or intended to be) subscribed by more
than one Dealer, be to all Dealers agreeing to purchase such Notes.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors".
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority under the Luxembourg Act
dated 10 July 2005, as amended, on prospectuses for securities (the "Luxembourg Prospectus Law") to approve this document as a base prospectus relating to the
Notes. The CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated by this Base Prospectus or the quality or
solvency of the Issuer in accordance with Article 7(7) of the Luxembourg Prospectus Law. Application has also been made to the Luxembourg Stock Exchange for
Notes issued under the Programme to be listed on the official list of the Luxembourg Stock Exchange and to be admitted to trading on the Luxembourg Stock
Exchange's regulated market. The Luxembourg Stock Exchange's regulated market (the "Regulated Market") is a regulated market for the purposes of the Markets
in Financial Instruments Directive (Directive 2014/65/EU).
The Issuer intends to request that the CSSF provide the competent authority in Norway (the Financial Supervisory Authority of Norway ("FSAN") (Finanstilsynet))
with a certificate of approval attesting that this Base Prospectus has been drawn up in accordance with the Luxembourg Prospectus Law (the "Notification"). The
Issuer may request the CSSF to provide competent authorities in additional Member States within the European Economic Area (the "EEA") with a Notification.
Following provision of the Notification, the Issuer may apply for Notes issued under the Programme to be listed and admitted to trading on the Oslo Stock Exchange
(or on the regulated market of any other Member State to which a Notification has been made), either together with a listing on the Regulated Market of the
Luxembourg Stock Exchange or as a single listing. If any Notes issued under the Programme are to be listed on the Oslo Stock Exchange (or on the regulated market
of any other Member State to which a Notification has been made), this will be specified in the applicable Final Terms. Any VPS Notes which are to be listed are
expected to be listed on the Oslo Stock Exchange.
The requirement to publish a prospectus under the Prospectus Directive (as defined under "Important Notice" below) only applies to Notes which are to be admitted
to trading on a regulated market in the EEA and/or offered to the public in the EEA other than in circumstances where an exemption is available under Article 3.2 of
the Prospectus Directive (as implemented in the relevant Member State(s)). References in this Base Prospectus to Exempt Notes are to Notes for which no
prospectus is required to be published under the Prospectus Directive. The CSSF has neither approved nor reviewed information contained in this Base
Prospectus in connection with Exempt Notes.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not
contained herein which are applicable to each Tranche (as defined under "Terms and Conditions of the Ordinary Notes" (the "Ordinary Note Conditions") and
"Terms and Conditions of the VPS Notes" (the "VPS Conditions" which, when taken together with the Ordinary Note Conditions, are referred to as the
"Conditions")) of Notes will be set out in a final terms document (the "Final Terms") which, with respect to Notes to be listed on the Luxembourg Stock Exchange
will be filed with the CSSF and with respect to Notes to be listed on any other stock exchange or market will be delivered to such other stock exchange or market, on
or before the date of issue of the Notes of such Tranche. Copies of Final Terms in relation to Notes to be listed on the Luxembourg Stock Exchange will also be
published on the website of the Luxembourg Stock Exchange (www.bourse.lu). In the case of Exempt Notes, notice of the aggregate nominal amount of Notes,
interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche will be set out in a pricing
supplement document (the "Pricing Supplement"). Accordingly, in the case of Exempt Notes, each reference in this Base Prospectus to the applicable Final Terms
should be read and construed as a reference to the applicable Pricing Supplement unless the context requires otherwise.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or any state securities laws and
the Notes in bearer form are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold or delivered within the United
States. The Notes are being offered and sold outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act ("Regulation S") in
compliance with applicable securities laws.
Each purchaser of a Note will be deemed, by its acceptance or purchase thereof, to have made certain acknowledgements, representations and agreements intended
to restrict the resale or other transfer of such Note, as described in this Base Prospectus, and, in connection therewith, may be required to provide confirmation of its
compliance with such resale or other transfer restrictions in certain cases (see "Subscription and Sale and Transfer and Selling Restrictions").
Unsubordinated Notes issued under the Programme are expected to be rated A1 by Moody's Investors Service Limited ("Moody's") and A- by Fitch Ratings
Limited ("Fitch"). Subordinated Notes issued under the Programme are expected to be rated Baa2 by Moody's and (if rated) shall be rated by Fitch upon issuance,
such rating to be disclosed in the Final Terms or Pricing Supplement, as applicable. Each of Moody's and Fitch is established in the European Union and registered
under Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation"). As such each of Moody's and Fitch is included in the list of credit rating agencies
published by the European Securities and Markets Authority on its website (at http://www.esma.europa.eu/page/List- registered-and-certified-CRAs) in accordance
with the CRA Regulation. Where a Tranche of Notes is rated, such rating will be disclosed in the Final Terms or Pricing Supplement, as applicable, and will not
necessarily be the same as the rating assigned to Notes already issued by Moody's and Fitch. A security rating is not a recommendation to buy, sell or hold securities
and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
The date of this Base Prospectus is 4 May 2018.

Ordinary Note Arranger
VPS Note Arranger
J.P. Morgan
SpareBank 1 SR-Bank ASA
Dealers (in respect of the Ordinary Notes only)
Citigroup
Commerzbank
Credit Suisse
Goldman Sachs International
HSBC
J.P. Morgan
Landesbank Baden-Württemberg
Nomura
Société Générale Corporate & Investment Banking

IMPORTANT NOTICE
This document comprises a base prospectus (the "Base Prospectus") for the purposes of Article 5.4 of the
Prospectus Directive 2003/71/EC (as amended by Directive 2010/73/EU (the "2010 PD Amending
Directive"), the "Prospectus Directive") and for the purpose of giving information with regard to the Issuer,
the Issuer and its subsidiaries taken as a whole (the "SR-Bank Group") and the Notes which, according to the
particular nature of the Issuer and the Notes, is necessary to enable investors to make an informed assessment
of the assets and liabilities, financial position, profit and losses and prospects of the Issuer and of the rights
attaching to the Notes. This Base Prospectus is not a prospectus for the purposes of Section 12(a)(2) or any
other provision or order under the Securities Act.
The Ordinary Note Arranger and the Dealers have not been involved in the structuring of the VPS Notes, will
not participate in any issuances of the VPS Notes and therefore accept no responsibility or liability in
connection with the VPS Notes (in particular, for any subscriptions to the VPS Notes under the Programme
and/or any issuance or underwriting thereof).
The Issuer accepts responsibility for the information contained in this Base Prospectus and the Final Terms
for each Tranche of Notes issued under the Programme. To the best of the knowledge of the Issuer (having
taken all reasonable care to ensure that such is the case) the information contained in this Base Prospectus is
in accordance with the facts and does not omit anything likely to affect the import of such information.
An investment in the Notes involves a reliance on the creditworthiness of the Issuer only and not that of any
other entities. The Notes will not be obligations of, and will not be guaranteed by any member of the SR-Bank
Group, other than the Issuer itself, the Ordinary Note Arranger, the VPS Note Arranger, the Dealers, any
company in the same group of companies as such entities or any other party to the transaction documents
relating to the Programme. No liability whatsoever in respect of any failure by the Issuer to pay any amount
due under the Notes will be accepted by any of the Ordinary Note Arranger, the VPS Note Arranger, the
Dealers, any company in the same group of companies as such entities or any other party to the transaction
documents relating to the Programme.
Copies of the Final Terms will be available from the registered office of the Issuer and the specified office set
out below of the Paying Agents (as defined below) and (in the case of Ordinary Notes listed on the official list
of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the Luxembourg
Stock Exchange) will be published on the website of the Luxembourg Stock Exchange (www.bourse.lu).
This Base Prospectus is to be read in conjunction with the applicable Final Terms and all documents which
are deemed to be incorporated in it by reference (see "Documents Incorporated by Reference and
Supplements to the Base Prospectus"). This Base Prospectus shall be read and construed on the basis that
such documents form part of this Base Prospectus.
The Ordinary Note Arranger, the VPS Note Arranger and the Dealers make no representation or warranty as
to the accuracy or completeness of any such information. Accordingly, no representation, warranty or
undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers, the
Ordinary Note Arranger or the VPS Note Arranger as to the accuracy or completeness of the information
contained in this Base Prospectus or any other information provided by the Issuer in connection with the
Programme. Neither the Dealers, the Ordinary Note Arranger nor the VPS Note Arranger accepts any liability
in relation to the information contained in this Base Prospectus or any other information provided by the
Issuer in connection with the Programme.
No person is or has been authorised by the Issuer to give any information or to make any representation not
contained in or not consistent with this Base Prospectus or any other information supplied in connection with
i

the Programme or the Notes and, if given or made, such information or representation must not be relied upon
as having been authorised by the Issuer, the Ordinary Note Arranger, the VPS Note Arranger or any of the
Dealers.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or any
Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a
recommendation by the Issuer, the Ordinary Note Arranger, the VPS Note Arranger or any of the Dealers that
any recipient of this Base Prospectus or any other information supplied in connection with the Programme or
any Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its
own independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Issuer. Neither this Base Prospectus nor any other information supplied in connection
with the Programme or the issue of any Notes constitutes an offer or invitation by or on behalf of the Issuer,
the Ordinary Note Arranger, the VPS Note Arranger or any of the Dealers to any person to subscribe for or to
purchase any Notes.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning the Issuer is correct at any time
subsequent to the date hereof or that any other information supplied in connection with the Programme is
correct as of any time subsequent to the date indicated in the document containing the same. The Ordinary
Note Arranger, the VPS Note Arranger and the Dealers expressly do not undertake to review the financial
condition or affairs of the Issuer during the life of the Programme or to advise any investor in the Notes of any
information coming to their attention.
The Notes have not been and will not be registered under the Securities Act or with any securities regulatory
authority of any state or other jurisdiction of the United States. Subject to certain exceptions, the Notes may
not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons.
The Notes are being offered and sold in reliance on Regulation S. For a description of these and certain
further restrictions on offers, sales and transfers of Notes and distribution of this Base Prospectus, see
"Subscription and Sale and Transfer and Selling Restrictions".
Bearer Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the
United States or its possessions or to a United States person, except in certain transactions permitted by U.S.
Treasury regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal
Revenue Code of 1986, as amended, and U.S. Treasury regulations promulgated thereunder.
Notes denominated in NOK may not be offered, sold or delivered within Norway or to or for the benefit of
persons domiciled in Norway, unless in compliance with the regulations relating to the offer of VPS Notes
and the registration in the VPS of VPS Notes.
All references in this document to "U.S. dollars" and "U.S.$" refer to United States dollars, all references to
"NOK" refer to Norwegian Kroner, all references to "Sterling" and "£" refer to pounds sterling, all references
to "yen" refer to Japanese Yen, all references to "SEK" refer to Swedish Kroner and all references to "euro"
and "" refer to the currency introduced at the start of the third stage of European economic and monetary
union pursuant to the Treaty on the Functioning of the European Union, as amended.
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The
distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. The Issuer, the Ordinary Note Arranger, the VPS Note Arranger and the Dealers do not represent
that this Base Prospectus may be lawfully distributed, or that any Notes may be lawfully offered, in
compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an
exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering.
ii

In particular, no action has been taken by the Issuer, the Ordinary Note Arranger, the VPS Note Arranger or
the Dealers which would permit a public offering of any Notes or distribution of this document in any
jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly
or indirectly, and neither this Base Prospectus nor any advertisement or other offering material may be
distributed or published in any jurisdiction, except under circumstances that will result in compliance with
any applicable laws and regulations. Persons into whose possession this Base Prospectus or any Notes may
come must inform themselves about, and observe, any such restrictions on the distribution of this Base
Prospectus and the offering and sale of Notes. In particular, there are restrictions on the distribution of this
Base Prospectus and the offer or sale of Notes in the United States, the EEA (including the United Kingdom
and Norway) and Japan, see "Subscription and Sale and Transfer and Selling Restrictions".
This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below may
apply, any offer of Notes in any Member State of the EEA which has implemented the Prospectus Directive
(each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as
implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of Notes.
Accordingly any person making or intending to make an offer in that Relevant Member State of Notes which
are the subject of a placement contemplated in this Base Prospectus as completed by Final Terms in relation
to the offer of those Notes may only do so (i) in circumstances in which no obligation arises for the Issuer, the
Ordinary Note Arranger, the VPS Note Arranger or any Dealer to publish a prospectus pursuant to Article 3 of
the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in
each case, in relation to such offer, or (ii) if a prospectus for such offer has been approved by the competent
authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State
and notified to the competent authority in that Relevant Member State and (in either case) published, all in
accordance with the Prospectus Directive, provided that any such prospectus has subsequently been
completed by final terms which specify that offers may be made other than pursuant to Article 3(2) of the
Prospectus Directive in that Relevant Member State and such offer is made in the period beginning and
ending on the dates specified for such purpose in such prospectus or final terms, as applicable. Except to the
extent sub-paragraph (ii) above may apply, neither the Issuer, the Ordinary Note Arranger, the VPS Note
Arranger nor any Dealer have authorised, nor do they authorise, the making of any offer of Notes in
circumstances in which an obligation arises for the Issuer, the Ordinary Note Arranger, the VPS Note
Arranger or any Dealer to publish or supplement a prospectus for such offer.
Amounts payable under the Notes may be calculated by reference to a Reference Rate, as defined in the
Conditions. As at the date of this Prospectus no provider of any Reference Rate, other than ICE Benchmark
Administration Limited and WMBA Limited, providers of LIBOR and EONIA (each as defined in
Conditions), respectively, appears on the register of administrators and benchmarks established and
maintained by the European Securities and Markets Authority ("ESMA") pursuant to Article 36 of the
Benchmark Regulation (Regulation (EU) 2016/1011) (the "BMR").
As far as the Issuer is aware, the transitional provisions in Article 51 of the BMR apply such that no provider
of any Reference Rate is currently required to obtain authorisation or registration.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the EEA. For these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended ("MiFID II"); or (ii) a
customer within the meaning of Directive 2002/92/EC ("IMD"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information
document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the
Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore
iii

offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be
unlawful under the PRIIPS Regulation.
MiFID II product governance / target market The Final Terms in respect of any Notes (or Pricing
Supplement in the case of Exempt Notes) will include a legend entitled "MiFID II product governance" which
will outline the target market assessment in respect of the Notes and which channels for distribution of the
Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor")
should take into consideration the target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or
refining the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any
Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the
Ordinary Note Arranger nor the VPS Note Arranger nor the Dealers nor any of their respective affiliates will
be a manufacturer for the purpose of the MiFID Product Governance Rules.
The Notes may not be a suitable investment for all investors
Each potential investor in the Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes and the information contained in this Base Prospectus
or any applicable supplement;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on its
overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including Notes with principal or interest payable in one or more currencies, or where the
currency for principal or interest payments is different from the potential investor's currency;
(iv)
understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant
indices and financial markets;
(v)
understand that an investment in the Notes involves a reliance on the creditworthiness of the
Issuer and its subsidiaries only and not that of any other entities; and
(vi)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
Some Notes are complex financial instruments. Sophisticated institutional investors generally do not purchase
complex financial instruments as stand-alone investments. They purchase complex financial instruments as a
way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall
portfolios. A potential investor should not invest in the Notes which are complex financial instruments unless
it has the expertise (either alone or with a financial adviser) to evaluate how the Notes will perform under
changing conditions, the resulting effects on the value of the Notes and the impact the investment will have on
the potential investor's overall investment portfolio.
iv

In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilising
Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may
over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a higher level
than that which might otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation
action may begin on or after the date on which adequate public disclosure of the terms of the offer of the
relevant Tranche of Notes is made and, if begun, may cease at any time, but it must end no later than the
earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the
allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted by
the relevant Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising Manager(s)) in
accordance with all applicable laws or rules.
v

TABLE OF CONTENTS
Page
IMPORTANT NOTICE ....................................................................................................................................... i
RISK FACTORS ................................................................................................................................................ 2
GENERAL DESCRIPTION OF THE PROGRAMME ................................................................................... 16
DOCUMENTS INCORPORATED BY REFERENCE AND SUPPLEMENTS TO THE BASE
PROSPECTUS......................................................................................................................................... 25
USE OF PROCEEDS ....................................................................................................................................... 27
DESCRIPTION OF THE ISSUER'S BUSINESS ........................................................................................... 28
FORM OF THE NOTES .................................................................................................................................. 39
APPLICABLE FINAL TERMS ....................................................................................................................... 44
APPLICABLE PRICING SUPPLEMENT ...................................................................................................... 52
TERMS AND CONDITIONS OF THE ORDINARY NOTES ........................................................................ 63
TERMS AND CONDITIONS OF THE VPS NOTES ................................................................................... 101
TAXATION .................................................................................................................................................... 133
SUBSCRIPTION AND SALE AND TRANSFER AND SELLING RESTRICTIONS ................................. 136
BOOK-ENTRY CLEARANCE SYSTEMS ................................................................................................... 140
GENERAL INFORMATION ......................................................................................................................... 141
1

RISK FACTORS
This section describes the principal risk factors associated with an investment in the Notes. Prospective
purchasers of Notes should consider carefully all the information contained in this document, including the
considerations set out below and all documents incorporated by reference herein, before making any
investment decision.
Any investment in the Notes issued under the Programme will involve risks including those described in this
section. The risks and uncertainties described below are not the only ones that the Issuer may face. Additional
risks and uncertainties that the Issuer is unaware of, or that the Issuer currently deems to be immaterial, may
also become important risk factors that affect it or the Notes. It is not possible to identify all such factors or to
determine which factors are most likely to occur, as the Issuer may not be aware of all relevant factors and
certain factors which it currently deems not to be material may become material as a result of the occurrence
of events outside the Issuer's control. Prospective investors should carefully consider the following discussion
of the risk factors and the other information in this Base Prospectus (including the documents incorporated
by reference herein) before deciding whether an investment in the Notes is suitable for them.
As at the date of this Base Prospectus, the Issuer believes that the following risk factors may affect the
Issuer's ability to fulfil its obligations and could be material for the purpose of assessing the market risks
associated with the Notes.
If any of the listed or unlisted risks actually occurs, the Issuer's business, operations, financial condition or
reputation could be materially adversely affected, with the result that the trading price of the Notes of the
Issuer could decline and an investor could lose all or part of its investment. These factors are contingencies
that may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such
contingency occurring. Prospective investors should also read the detailed information set out elsewhere in
this Base Prospectus (including the documents incorporated by reference herein) and reach their own views
prior to making any investment decision.
Factors that may affect the Issuer's ability to fulfil its obligations under Notes issued under
the Programme
Economic activity in Norway
The Issuer's business activities are dependent on the level of financial services required by its customers.
Such requirements are heavily dependent on customer confidence, employment, state of the market and also
interest rates. The Issuer conducts the majority of its business in Norway, with a focus upon the geographies
outlined in "Description of the Issuer's Business" below. The Issuer's performance is impacted by the general
level and cyclicality of business in Norway, which is in turn affected by both domestic and international
political events.
Disruptions in the global credit markets and economy
Financial markets are subject to periods of historic volatility that may impact the Issuer's ability to raise debt
in a similar manner and at a similar cost to historic funding. Challenging market conditions have resulted in
reduced liquidity, a widening of credit spreads and a lack of price transparency in the credit markets. Changes
in investment markets, including in interest rates, exchange rates and returns from equity, property and other
investments may affect the financial performance of the Issuer.
Risks relating to the business of the Issuer and the industry in which the Issuer operates
2

The Issuer's business and financial performance will be affected by general economic conditions in Norway
and elsewhere, and any adverse developments in Norway or global economic and financial markets could
cause its earnings and profitability to decline. As the Issuer's revenue is derived almost entirely from
customers based in Norway, the Issuer and the SR-Bank Group are directly and indirectly subject to the
inherent risks arising from general economic conditions in Norway, other economies which impact the
Norwegian economy and the state of the Norwegian and global financial markets both generally and as they
specifically affect financial undertakings.
Increased activity in the petroleum industry in 2017 has contributed to a higher growth in the Norwegian
economy compared to recent years. According to Statistics Norway, Norwegian GDP growth in 2017 was 1.8
per cent. compared to 1.1 per cent. in 20161.
Norges Bank (Norway's central bank) has kept the key policy rate unchanged at 0.5 per cent. during 2017 and
to date.
The labour market is characterised by increasing activity in the petroleum sector compared to recent years.
Employment rates are developing differently in different parts of the country, depending on their connections
to the oil sector. At the end of 2017, the registered unemployment rate in Norway was 2.4 per cent. The
registered unemployment rate was 3.2 per cent. in Rogaland, 2.7 per cent. in Hordaland and 3.0 and 2.7 per
cent. in the Agder counties2.
If the Norwegian economy weakens or if financial markets exhibit uncertainty and/or volatility, this could
result in a negative impact on consumers' disposable income, confidence and spending, as well as the demand
for credit both in the retail and corporate markets. This could in turn have a material adverse impact on the
Issuer's business, financial condition, results of operations and/or prospects.
Adverse global economic developments have affected and may continue to affect the Issuer's business in a
number of ways, including by adversely affecting the income, wealth, liquidity, business and/or financial
condition of its customers, which in turn could have a material adverse effect on the Issuer's business,
financial condition and results of operations. Should the conditions in the global economy worsen, the
macroeconomic risks faced by the Issuer may have an adverse impact on consumer confidence, spending
and/or demand for credit in Norway, any of which could have material adverse effect on the Issuer's business,
financial condition, results of operations and/or prospects. Market volatility has a material adverse impact on
the ability of financial undertakings to access the wholesale funding markets. If such access becomes difficult,
this may have a material adverse impact on the SR-Bank Group.
Credit Risk
Credit risk is the most significant risk facing the Issuer and the SR-Bank Group, and is defined as the risk of
loss resulting from a borrower or counterparty not fulfilling its obligations and any collateral not covering the
outstanding claim.
Adverse changes in the creditworthiness of the SR-Bank Group's counterparties and borrowers or any
reduction in the value of collateral or other security obtained by the SR-Bank Group may have an adverse
impact on the SR-Bank Group's financial results and creditworthiness. As regards its exposure to personal
1 Source: https://www.ssb.no/en/nasjonalregnskap-og-konjunkturer/statistikker/knr/kvartal
2 Source: https://www.nav.no/no/NAV+og+samfunn/Statistikk/Arbeidssokere+og+stillinger+-
+statistikk/Relatert+informasjon/_attachment/531504?_download=true&_ts=16073ffbca0
3