Obligation Komunalbanken 3.5% ( XS0494190076 ) en NOK

Komunalbanken

100 % ⇌

Norvege

XS0494190076 ( en NOK )

3.5% par an ( paiement annuel )

11/09/2015 - Obligation échue

Prospectus brochure de l'obligation Kommunalbanken XS0494190076 en NOK 3.5%, échue

10 000 NOK

1 750 000 000 NOK

Kommunalbanken est une banque publique norvégienne qui fournit des services financiers aux municipalités et aux autres entités publiques norvégiennes.

L'Obligation émise par Komunalbanken ( Norvege ) , en NOK, avec le code ISIN XS0494190076, paye un coupon de 3.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 11/09/2015

Final Terms dated 14 November 2011
KOMMUNALBANKEN AS
Issue of
NOK 250,000,000
3.50 per cent. Instruments due 11 September 2015 (the "Instruments")
(to be consolidated and form a single Series with the NOK 500,000,000 3.50 per cent.
Instruments due 11 September 2015, issued on 11 March 2010, the NOK 250,000,000 3.50
per cent. Instruments due 11 September 2015, issued on 25 May 2010, the NOK
150,000,000 3.50 per cent. Instruments due 11 September 2015, issued on 15 December
2010, the NOK 100,000,000 3.50 per cent. Instruments due 11 September 2015, issued on 4
August 2011, the NOK 100,000,000 3.50 per cent. Instruments due 11 September 2015,
issued on 19 August 2011, and the NOK 300,000,000 3.50 per cent. Instruments due 11
September 2015, issued on 15 September 2011) (the "Original Instruments")
UNDER THE
PROGRAMME FOR THE ISSUANCE OF DEBT INSTRUMENTS
PART A - CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions
(the "Conditions") set forth in the Base Prospectus dated 22 April 2009 (and incorporated by
reference in the Base Prospectus dated 19 April 2011). This document constitutes the Final
Terms of the Instruments described here in for the purposes of Article 5.4 of the Prospectus
Directive (Directive 2003/71/EC, as amended) (the "Prospectus Directive") and must be
read in conjunction with the Base Prospectus dated 19 April 2011, which together constitute a
base prospectus for the purposes of the Prospectus Directive, save in respect of the
Conditions which are extracted from the Base Prospectus dated 22 April 2009 and are
attached hereto. Full information on the Issuer and the offer of the Instruments is only
available on the basis of the combination of these Final Terms and the Base Prospectuses
dated 22 April 2009 and 19 April 2011. The Base Prospectuses are available for viewing at
Kommunalbanken AS, Haakon VIIs Gate 5b, 0110 Oslo, Norway and Deutsche Bank AG,
London Branch, Winchester House, 1 Great Winchester Street, London EC2N 2DB, United
Kingdom, and on the website of the Luxembourg Stock Exchange (www.bourse.lu) and
copies may be obtained from Kommunalbanken AS, Haakon VIIs gate 5b, 0110 Oslo,
Norway and Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester
Street, London EC2N 2DB, United Kingdom.
1.
Issuer:
Kommunalbanken AS
2.
(i)
Series Number:
3226-1
(ii)
Tranche Number:
7
The Instruments will be consolidated and become
fungible and form a single series with the Original
Instruments upon exchange of the Temporary Global
Instrument for the Permanent Global Instrument
upon certification as to non-U.S. beneficial
ownership, expected to occur on or after the first day
UK-2371277-v1

NEW

following the expiry of 40 days after the Issue Date.
3.
Specified Currency or Currencies: The lawful currency of the Kingdom of Norway
("NOK") (which is deemed to include any
lawful successor currency of the Kingdom of
Norway)
4.
Aggregate Principal Amount:

(i)
Series:
NOK 1,650,000,000

(ii)
Tranche:
NOK 250,000,000
5.
Issue Price:
104.145 per cent. of the Aggregate Principal
Amount (plus 65 days accrued interest from and
including 11 September 2011 to but excluding
the Issue Date)
6.
(i)
Specified Denominations:
NOK 10,000

(ii)
Calculation Amount:
NOK 10,000
7.
(i)
Issue Date:
15 November 2011

(ii)
Interest Commencement
11 September 2011
Date:
8.
Maturity Date:
11 September 2015

9.
Interest Basis:
3.50 per cent. Fixed Rate
(further particulars specified below)
10.
Redemption/Payment Basis:
Redemption at par
11.
Change of Interest or
Not Applicable
Redemption/ Payment Basis:
12.
Put/Call Options:
Not Applicable
13.
(i)
Status of the Instruments:
Senior, unsubordinated

(ii)
Date Board approval for
Not Applicable
issuance of Instruments
obtained:
14.
Method of distribution:
Non-syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15.
Fixed Rate Instrument
Applicable
Provisions
(i)
Rate of Interest:
3.50 per cent. per annum payable annually in
arrear

- 2 -

(ii)
Interest Payment Date(s):
11 September in each year commencing on 11
September 2012, for payment purpose only,
subject to adjustment in accordance with the
Following Business Convention.
(iii) Fixed Coupon Amount:
NOK 350 per Calculation Amount
(iv) Broken Amount(s):
Not Applicable.
(v)
Day Count Fraction:
Actual/Actual (ICMA)
(vi) Determination Dates:
11 September in each year
(vii) Other terms relating to the
Not Applicable
method of calculating

interest for Fixed Rate
Instruments:
16.
Floating Rate Instrument
Not Applicable
Provisions
17.
Zero Coupon Instrument
Not Applicable
Provisions

18.
Index-Linked Interest
Not Applicable
Instrument/other variable-

linked interest Instrument
Provisions
19.
Dual Currency Instrument
Not Applicable
Provisions

PROVISIONS RELATING TO REDEMPTION
20.
Call Option
Not Applicable
21.
Put Option
Not Applicable

22.
Final Redemption Amount of
NOK 10,000 per Calculation Amount
each Instrument
23.
Early Redemption Amount

Early Redemption Amount(s) per
NOK 10,000 per Calculation Amount
Calculation Amount payable on

redemption for taxation reasons or

on event of default or other early
redemption and/or the method of
calculating the same (if required or
if different from that set out in the
Conditions):

- 3 -

GENERAL PROVISIONS APPLICABLE TO THE INSTRUMENTS
24.
Form of Instruments:
Bearer Instruments:

Temporary Global Instrument exchangeable for
a Permanent Global Instrument which is
exchangeable for Definitive Bearer Instruments
in the limited circumstances specified in the
Permanent Global Instrument
25.
New Global Instrument:
No
26.
Relevant Financial Centre(s) or
London and Oslo
other special provisions relating to
Payment Dates:
27.
Talons for future Coupons or
No
Receipts to be attached to
Definitive Bearer Instruments (and
dates on which such Talons
mature):
28.
Details relating to Partly Paid
Not Applicable
Instruments: amount of each
payment comprising the Issue
Price and date on which each
payment is to be made and
consequences (if any) of failure to
pay, including any right of the
Issuer to forfeit the Instruments
and interest due on late payment:
29.
Details relating to Instalment
Not Applicable
Instruments: amount of each
instalment, date on which each
payment is to be made:
30.
Redenomination, renominalisation
Not Applicable
and reconventioning provisions:
31.
Other final terms:
Not Applicable
DISTRIBUTION
32.
(i)
If syndicated, names and
Not Applicable
addresses of Managers and

underwriting commitments:

(ii)
Date of Subscription
Not Applicable
Agreement
(iii) Stabilising Manager(s) (if
Not Applicable
any):

- 4 -

PART B - OTHER INFORMATION
1.
LISTING AND ADMISSION TO TRADING
(i)
Listing:
Luxembourg
(ii)
Admission to trading: Application has been made by the Issuer (or on its
behalf) for the Instruments to be admitted to trading
on the regulated market of the Luxembourg Stock
Exchange with effect from the Issue Date
The Original Instruments are listed on the official list
of the Luxembourg Stock Exchange and are admitted
to trading on the regulated market of the Luxembourg
Stock Exchange
2.
RATINGS
Ratings:
The Instruments to be issued have been rated:

S&P:
AAA
Moody's:
Aaa
The above rating agencies are established in the
European Union and have applied for registration
under Regulation (EU) No 1060/2009 of the European
Parliament and of the Council of 16 September 2009
on credit rating agencies, although as of the date of
these Final Terms notification of the corresponding
registration decision has not yet been provided by the
relevant competent authority
3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE
ISSUE/OFFER
Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person
involved in the offer of the Instruments has an interest material to the offer
4.
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL
EXPENSES
(i)
Reasons for the
See "Use of Proceeds" in the Base Prospectus

offer:
(ii)
Estimated net
NOK 257,853,961.75 (includes 65 days accrued

proceeds:
interest of NOK 1,553,961.75)
(iii)
Estimated total
NOK 150,000

expenses:
5.
YIELD
Indication of yield:
2.352 per cent. per annum.

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As set out above, the yield is calculated at the Issue
Date on the basis of the Issue Price. It is not an
indication of future yield
6.
OPERATIONAL INFORMATION
ISIN Code:
Until the Instruments have been consolidated and
form a single series with the Original Instruments,
they will be assigned a temporary ISIN code as
follows: XS0705988847
Thereafter, they will assume the same ISIN as the
Original Instruments as follows: XS0494190076
Common Code:
Until the Instruments have been consolidated and
form a single series with the Original Instruments,
they will be assigned a temporary Common Code as
follows: 070598884
Thereafter, they will assume the same Common Code
as the Original Instruments as follows: 049419007
New Global Instrument
Not Applicable
intended to be held in a
manner which would allow
Eurosystem eligibility:
Any clearing system(s) other Not Applicable
than Euroclear Bank SA/NV
and Clearstream Banking,
société anonyme and the
relevant identification
number(s):
Delivery:
Delivery against payment

Names and addresses of
Not Applicable
additional Paying Agent(s)
(if any):
Name and address of
Not Applicable
Luxembourg Intermediary

Agent:

- 7 -

TERMS AND CONDITIONS OF THE INSTRUMENTS
The following are the Terms and Conditions of the Instruments which as supplemented,
modified or replaced in relation to any Instruments by the relevant Final Terms, will be
applicable to each Series of Instruments:
The Instruments (except, in certain circumstances, for VPS Instruments (as defined herein))
are issued pursuant to and in accordance with an amended and restated issue and paying
agency agreement dated as of 22 April 2009 (as supplemented, amended or replaced from
time to time, the "Issue and Paying Agency Agreement") and made between
Kommunalbanken AS (the "Issuer"), Deutsche Bank AG, London Branch in its capacity as
issue and paying agent (the "Issue and Paying Agent", which expression shall include any
successor), Deutsche Bank Trust Company Americas in its capacity as registrar (the
"Registrar", which expression shall include any successor) and as transfer agent (the
"Transfer Agent" which expression shall include any successors), and the paying agents
named therein (the "Paying Agents", which expression shall include the Issue and Paying
Agent and any substitute or additional paying agents appointed in accordance with the Issue
and Paying Agency Agreement). Instruments which are in uncertificated book entry form
cleared through the Norwegian Central Securities Depositary, the Verdipapirsentralen ASA
(the "VPS Instruments" and the "VPS", respectively) are also issued in accordance with an
agreement dated as of 22 April 2009 (as supplemented, amended or replaced from time to
time, the "VPS Agreement") and made between the Issuer and DnB NOR Bank ASA, in its
capacity as VPS account operator (the "VPS Account Operator").
For the purposes of making determinations or calculations of interest rates, interest amounts,
redemption amounts or any other matters requiring determination or calculation in
accordance with the Conditions of any Series of Instruments (as defined below), the Issuer
may appoint a calculation agent (the "Calculation Agent") for the purposes of such
Instruments, in accordance with the provisions of the Issue and Paying Agency Agreement,
and such Calculation Agent shall be specified in the applicable Final Terms.
The Instruments have the benefit of a deed of covenant dated 22 April 2009 (as
supplemented, amended or replaced from time to time, the "Deed of Covenant") executed by
the Issuer in relation to the Instruments.
Copies of the Issue and Paying Agency Agreement, the VPS Agreement and the Deed of
Covenant are available for inspection during normal business hours at the specified office of
each of the Paying Agents, the Registrar and the Transfer Agent. All persons from time to
time entitled to the benefit of obligations under any Instruments shall be deemed to have
notice of, and shall be bound by, the Deed of Covenant and all (or certain, in the case of the
VPS Instruments) of the provisions of the Issue and Paying Agency Agreement and the Deed
of Covenant insofar as they relate to the relevant Instruments.The Instruments are issued in
series (each, a "Series"), and each Series may comprise one or more tranches ("Tranches"
and each, a "Tranche") of Instruments. The only provisions of the Issue and Paying Agency
Agreement applicable to the VPS Instruments are those in Schedule 6 (Provisions for
Meetings of the Holders of Bearer Instruments and VPS Instruments) and Schedule 10
(Calculation Agent Appointment Letter) of the Issue and Paying Agency Agreement.
Each Tranche will be the subject of a final terms (each, a "Final Terms"), a copy of which
will be available free of charge during normal business hours at the specified office of the
Issue and Paying Agent and/or, as the case may be, the Registrar and, in the case of an
Instrument admitted to trading on the regulated market of the Luxembourg Stock Exchange,

- 8 -

the Transfer Agent in Luxembourg and, in the case of a VPS Instrument admitted to trading
on the Oslo Stock Exchange, the VPS Account Operator. In the case of a Tranche of
Instruments in relation to which application has not been made for listing on any stock
exchange, copies of the Final Terms will only be available for inspection by a Holder of or,
as the case may be, a Relevant Account Holder (as defined in the Deed of Covenant) in
respect of, such Instruments.
The price and amount of Instruments to be issued under the Programme will be determined
by the Issuer and the relevant Dealer(s) at the time of issue in accordance with prevailing
market conditions.
References in these Terms and Conditions to Instruments are to Instruments of the relevant
Series and any references to Coupons (as defined in Condition 1.2) and Receipts (as defined
in Condition 1.3) are to Coupons and Receipts relating to Instruments of the relevant Series.
References in these Terms and Conditions to the Final Terms are to the Final Terms prepared
in relation to the Instruments of the relevant Tranche or Series.
In respect of any Instruments, references herein to these Terms and Conditions are to these
terms and conditions as supplemented or modified or (to the extent thereof) replaced by the
Final Terms.
1.
Form and Denomination
Form of Instruments
1.1
Instruments are issued in bearer form ("Bearer Instruments") or in registered form
("Registered Instruments"), or, in the case of VPS Instruments, in uncertificated and
dematerialised book entry form as specified in the Final Terms and are serially
numbered. Registered Instruments are not exchangeable for Bearer Instruments. VPS
Instruments may not be exchanged for Bearer Instruments or Registered Instruments.
1.2
Interest-bearing Bearer Instruments have attached thereto at the time of their initial
delivery coupons ("Coupons"), presentation of which will be a prerequisite to the
payment of interest save in certain circumstances specified herein. In addition, if so
specified in the Final Terms, such Instruments have attached thereto at the time of
their initial delivery, a talon ("Talon") for further coupons and the expression
"Coupons" shall, where the context so requires, include Talons.
1.3
Bearer Instruments, the principal amount of which is repayable by instalments
("Instalment Instruments") have attached thereto at the time of their initial delivery,
payment receipts ("Receipts") in respect of the instalments of principal.
Denomination of Instruments
1.4
Bearer Instruments are in the denomination or denominations (each of which
denomination is integrally divisible by each smaller denomination) specified in the
Final Terms. Bearer Instruments of one denomination may not be exchanged for
Bearer Instruments of any other denomination.
1.5
Registered Instruments and VPS Instruments are in the minimum denomination
specified in the Final Terms or integral multiples thereof.

- 9 -

1.6
Instruments may not be issued under the Programme with a Specified Denomination
of less than EUR 1,000 (or equivalent in another currency).
Currency of Instruments
1.7
The Instruments are denominated in such currency as may be specified in the Final
Terms. Any currency may be so specified, subject to compliance with all applicable
legal and/or regulatory and/or central bank requirements.
Partly Paid Instruments
1.8
Instruments may be issued on a partly paid basis ("Partly Paid Instruments") if so
specified in the Final Terms. The subscription moneys therefore shall be paid in such
number of instalments ("Partly Paid Instalments") in such amounts, on such dates
and in such manner as may be specified in the Final Terms. The first such instalment
shall be due and payable on the date of issue of the Instruments. For the purposes of
these Terms and Conditions, in respect of any Partly Paid Instrument, ("Paid Up
Amount") means the aggregate amount of all Partly Paid Instalments in respect
thereof as shall have fallen due and been paid up in full in accordance with the Terms
and Conditions.
Not less than 14 days nor more than 30 days prior to the due date for payment of any
Partly Paid Instalment (other than the first such instalment) the Issuer shall publish a
notice in accordance with Condition 14 stating the due date for payment thereof and
stating that failure to pay any such Partly Paid Instalment on or prior to such date will
entitle the Issuer to forfeit the Instruments with effect from such date ("Forfeiture
Date") as may be specified in such notice (not being less than 14 days after the due
date for payment of such Partly Paid Instalment), unless payment of the relevant
Partly Paid Instalment together with any interest accrued thereon is paid prior to the
Forfeiture Date. The Issuer shall procure that any Partly Paid Instalments paid in
respect of any Instruments subsequent to the Forfeiture Date in respect thereof shall
be returned promptly to the persons entitled thereto. The Issuer shall not be liable for
any interest on any Partly Paid Instalment so returned.
Interest shall accrue on any Partly Paid Instalment which is not paid on or prior to the
due date for payment thereof at the Interest Rate (in the case of non-interest bearing
Instruments, at the rate applicable to overdue payments) and shall be calculated in the
same manner and on the same basis as if it were interest accruing on the Instruments
for the period from and including the due date for payment of the relevant Partly Paid
Instalment up to but excluding the Forfeiture Date. For the purpose of the accrual of
interest, any payment of any Partly Paid Instalment made after the due date for
payment shall be treated as having been made on the day preceding the Forfeiture
Date (whether or not a Business Day as defined in Condition 5.9).
Unless an Event of Default (or an event which with the giving of notice, the lapse of
time or the making or giving of any determination or certification would constitute an
Event of Default) shall have occurred and be continuing, on the Forfeiture Date, the
Issuer shall forfeit all of the Instruments in respect of which any Partly Paid
Instalment shall not have been duly paid, whereupon the Issuer shall be entitled to
retain all Partly Paid Instalments previously paid in respect of such Instruments and
shall be discharged from any obligation to repay such amount or to pay interest
thereon.

- 10 -

Document Outline

#5">The Issuer accepts responsibility for the information contained in these Final Terms.
- #6">LISTING AND ADMISSION TO TRADING
- #6">RATINGS
- #6">INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER
- #6">REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
- #6">YIELD
- #7">OPERATIONAL INFORMATION
#9">In respect of any Instruments, references herein to these Terms and Conditions are to these terms and conditions as supplemented or modified or (to the extent thereof) replaced by the Final Terms.
- #9">Form and Denomination
  - #9">Instruments are issued in bearer form ("Bearer Instruments") or in registered form ("Registered Instruments"), or, in the case of VPS Instruments, in uncertificated and dematerialised book entry form as specified in the Final Terms and are serially nu...
  - #9">Interest-bearing Bearer Instruments have attached thereto at the time of their initial delivery coupons ("Coupons"), presentation of which will be a prerequisite to the payment of interest save in certain circumstances specified herein. In addition, i...
  - #9">Bearer Instruments, the principal amount of which is repayable by instalments ("Instalment Instruments") have attached thereto at the time of their initial delivery, payment receipts ("Receipts") in respect of the instalments of principal.
  - #9">Bearer Instruments are in the denomination or denominations (each of which denomination is integrally divisible by each smaller denomination) specified in the Final Terms. Bearer Instruments of one denomination may not be exchanged for Bearer Instrume...
  - #9">Registered Instruments and VPS Instruments are in the minimum denomination specified in the Final Terms or integral multiples thereof.
  - #10">Instruments may not be issued under the Programme with a Specified Denomination of less than EUR 1,000 (or equivalent in another currency).
  - #10">The Instruments are denominated in such currency as may be specified in the Final Terms. Any currency may be so specified, subject to compliance with all applicable legal and/or regulatory and/or central bank requirements.
  - #10">Instruments may be issued on a partly paid basis ("Partly Paid Instruments") if so specified in the Final Terms. The subscription moneys therefore shall be paid in such number of instalments ("Partly Paid Instalments") in such amounts, on such dates a...
- #11">Title and Transfer
  - #11">Title to Bearer Instruments, Receipts and Coupons passes by delivery. References herein to the "Holders" of Bearer Instruments or of Receipts or Coupons are to the bearers of such Bearer Instruments or such Receipts or Coupons.
  - #11">Title to Registered Instruments passes by registration in the register which the Issuer shall procure to be kept by the Registrar. References herein to the "Holders" of Registered Instruments are to the persons in whose names such Registered Instrumen...
  - #11">Title to VPS Instruments passes by registration between the direct or indirect accountholders at the VPS in accordance with the rules and procedures of the VPS. References to "Holders" of VPS Instruments are to the persons in whose names such VPS Inst...
  - #11">The Holder of any Bearer Instrument, Coupon, Registered Instrument or VPS Instrument will (except as otherwise required by applicable law or regulatory requirement) be treated as its absolute owner for all purposes (whether or not it is overdue and re...
  - #11">A Registered Instrument may, upon the terms and subject to the conditions set forth in the Issue and Paying Agency Agreement, be transferred in whole or in part only (provided that such part is, or is an integral multiple of, the minimum denomination ...
  - #11">If so specified in the Final Terms, the Holder of Bearer Instruments may exchange the same for the same aggregate principal amount of Registered Instruments upon the terms and subject to the conditions set forth in the Issue and Paying Agency Agreemen...
  - #11">Each new Registered Instrument to be issued upon the transfer of a Registered Instrument or the exchange of a Bearer Instrument for a Registered Instrument will, within three Relevant Banking Days of the transfer date or, as the case may be, the excha...
    - #12">"Relevant Banking Day" means a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in the place where the specified office of the Registrar or, as the case may be, the Transfer Age...
    - #12">the "exchange date" shall be the Relevant Banking Day following the day on which the relevant Bearer Instrument shall have been surrendered for exchange in accordance with Condition 2.6; and
    - #12">the "transfer date" shall be the Relevant Banking Day following the day on which the relevant Registered Instrument shall have been surrendered for transfer in accordance with Condition 2.5,
  - #12">The issue of new Registered Instruments on transfer or on the exchange of Bearer Instruments for Registered Instruments will be effected without charge by or on behalf of the Issuer, the Issue and Paying Agent, the Registrar or the Transfer Agent but ...
  - #12">Upon the transfer, exchange or replacement of Registered Instruments bearing the private placement legend (the "Private Placement Legend") set forth in the form of Registered Instrument scheduled to the Issue and Paying Agency Agreement, the Registrar...
  - #13">For so long as any of the Registered Instruments bearing the Private Placement Legend remain outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, the Issuer covenants and agrees that it shall, duri...
- #13">Status of the Instruments
  - #13">Status „ Unsubordinated Instruments
    - #13">This Condition 3.1 is applicable in relation to Instruments specified in the Final Terms as being unsubordinated or not specified as being subordinated ("Unsubordinated Instruments").
    - #13">The Instruments constitute direct, unconditional, unsubordinated and (subject to the provisions of Condition 4) unsecured obligations of the Issuer and rank pari passu without any preference among themselves and at least pari passu with all other unsu...
  - #13">Status … Subordinated Instruments
    - #13">This Condition 3.2(a) applies only to dated subordinated Instruments and references to "Instruments", "Coupons" and "Holders of Coupon" in this Condition 3.2(a) shall be construed accordingly.
      - #13">The Instruments and the relative Receipts and Coupons constitute unsecured subordinated obligations of the Issuer, conditional as described in Condition 3.2(c), and rank pari passu without any preference among themselves and at least equally with all ...
      - #13">The Issuer shall not, without the prior approval of an Extraordinary Resolution (as defined in the Issue and Paying Agency Agreement) of the holders of Instruments, incur, create, assume, grant or permit to be outstanding any subordinated indebtedness...
      - #14">The Issuer shall not, without the prior approval of an Extraordinary Resolution of the holders of Instruments, incur, create, assume, grant or permit to be outstanding any Undated Subordinated Indebtedness (whether actual or contingent) unless such Un...
    - #14">This Condition 3.2(b) applies only to undated subordinated Instruments and references to "Instruments", "Coupons" and "Holders of Coupon" in this Condition 3. 2(b) shall be construed accordingly.
      - #14">General
      - #14">Solvency
        #14">it is able to pay its debts as they fall due; and
        #14">its Assets exceed its Liabilities (other than its Liabilities to Persons who are not Senior Creditors).
      - #15">No Set-off
      - #15">Liquidation, Dissolution or Winding-Up
      - #15">Limitation on other Undated Subordinated Indebtedness
      - #15">Definitions
    - #17">Loss Absorption
- #18">Negative Pledge
- #18">Interest
  - #18">Instruments may be interest-bearing or non interest-bearing, as specified in the Final Terms. Words and expressions appearing in this Condition 5 and not otherwise defined herein or in the Final Terms shall have the meanings given to them in Condition...
  - #19">Instruments which are specified in the Final Terms as being interest-bearing shall bear interest from their Interest Commencement Date at the Interest Rate payable in arrear on each Interest Payment Date.
  - #19">If the Final Terms specifies the Interest Rate applicable to the Instruments as being Floating Rate it shall also specify which page (the "Relevant Screen Page") on the Reuters Screen or any other information vending service shall be applicable. If su...
    - #19">the Calculation Agent will determine the offered rate for deposits (or, as the case may require, the arithmetic mean (rounded, if necessary, to the nearest ten thousandth of a percentage point, 0.00005 being rounded upwards) of the rates for deposits)...
    - #19">if, on any Interest Determination Date, no such rate for deposits so appears (or, as the case may be, if fewer than two such rates for deposits so appear) or if the Relevant Screen Page is unavailable, the Calculation Agent will request appropriate qu...
    - #19">if, on any Interest Determination Date, only two or three rates are so quoted, the Calculation Agent will determine the arithmetic mean (rounded as aforesaid) of the rates so quoted; or
    - #19">if fewer than two rates are so quoted, the Calculation Agent will determine the arithmetic mean (rounded as aforesaid) of the rates quoted by four major banks in the Relevant Financial Centre (or, in the case of Instruments denominated in euro, in suc...
  - #20">If the Final Terms specifies the Interest Rate applicable to the Instruments as being ISDA Rate, each Instrument shall bear interest as from such date, and at such rate or in such amounts, and such interest will be payable on such dates, as would have...
  - #21">If any Maximum or Minimum Interest Rate is specified in the Final Terms, then the Interest Rate shall in no event be greater than the maximum or be less than the minimum so specified.
  - #21">Interest shall accrue on the Outstanding Principal Amount of each Instrument during each Interest Accrual Period from, and including, the Interest Commencement Date. Interest will cease to accrue as from the due date for redemption therefore (or, in t...
  - #21">If a Calculation Agent is specified in the Final Terms, the Calculation Agent, as soon as practicable after the Relevant Time on each Interest Determination Date (or such other time on such date as the Calculation Agent may be required to calculate an...
  - #22">The amount of interest payable in respect of any Instrument for any period shall be calculated by multiplying the product of the Interest Rate and the Outstanding Principal Amount by the Day Count Fraction, save that (i) if the Final Terms specifies a...
  - #23">"Applicable Business Day Convention" means the "Business Day Convention" which may be specified in the Final Terms as applicable to any date in respect of the Instruments. Where the Final Terms specifies "No Adjustment" in relation to any date, such d...
    - #23">"Following Business Day Convention" means that such date shall be postponed to the first following day that is a Business Day;
    - #23">"Modified Following Business Day Convention" or "Modified Business Day Convention" means that such date shall be postponed to the first following day that is a Business Day unless that day falls in the next calendar month in which case that date will ...
    - #23">"Preceding Business Day Convention" means that such date shall be brought forward to the first preceding day that is a Business Day; and
    - #23">"FRN Convention" or "Eurodollar Convention" means that each such date shall be the date which numerically corresponds to the preceding such date in the calendar month which is the number of months specified in the Final Terms after the calendar month ...
      - #23">if there is no such numerically corresponding day in the calendar month in which any such date should occur, then such date will be the last day which is a Business Day in that calendar month;
      - #23">if any such date would otherwise fall on a day which is not a Business Day, then such date will be the first following day which is a Business Day unless that day falls in the next calendar month, in which case it will be the first preceding day which...
      - #24">if the preceding such date occurred on the last day in a calendar month which was a Business Day, then all subsequent such dates will be the last day which is a Business Day in the calendar month which is the specified number of months after the calen...
    - #24">"Day Count Fraction" means, in respect of the calculation of an amount for any period of time ("Calculation Period"), such day count fraction as may be specified in the Final Terms and:
      - #24">if "Actual/Actual (ISDA)" is so specified, means the actual number of days in the Calculation Period divided by 365 (or, if any portion of the Calculation Period falls in a leap year, the sum of (A) the actual number of days in that portion of the Cal...
      - #24">if "Actual/Actual (ISDA)" is so specified:
        #24">if the Calculation Period is equal to or shorter than the Determination Period during which it falls, the number of days in the Calculation Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Dete...
        #24">if the Calculation Period is longer than one Determination Period, the sum of:
      - #24">if "Actual/365 (Fixed)" is so specified, means the actual number of days in the Calculation Period divided by 365;
      - #24">if "Actual/360" is so specified, means the actual number of days in the Calculation Period divided by 360;
      - #25">if "30/360" is so specified, means the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:
      - #25">if "30E/36" or "Eurobond Basis" is so specified, means the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:
      - #26">if "30E/360 (ISDA)" is so specified, means the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:
    - #26">"Interest Determination Date" means, in respect of any Interest Accrual Period, the date falling such number (if any) of Banking Days in such city(ies) as may be specified in the Final Terms prior to the first day of such Interest Accrual Period, or i...
      - #26">in the case of Instruments denominated in Pounds Sterling, the first day of such Interest Accrual Period; or
      - #26">in any other case, the date falling two London Banking Days prior to the first day of such Interest Accrual Period.
  - #28">If any Redemption Amount (as defined in Condition 6.10) or Instalment Amount in respect of any Instrument which is non-interest bearing is not paid when due, interest shall accrue on the overdue amount at a rate per annum (expressed as a percentage pe...
  - #28">Arrears of interest etc.
    - #28">On any Optional Interest Payment Date (as defined in Condition 3. 2(b)(vi)) there may be paid (if the Issuer so elects) the interest in respect of Instruments accrued in the Interest Period ending on the day immediately preceding such date, but the Is...
    - #29">Arrears of Interest (together with the corresponding Additional Interest Amount) shall be payable, in the case of Instruments in definitive form, against presentation or surrender, as the case may be, of the relevant Coupon or, in the case of Instrume...
      - #29">seven Business Days (as defined in Condition 5.9) following the date on which the Issuer next satisfies the Capital Adequacy Requirements provided that the Issuer shall be deemed not to have satisfied the Capital Adequacy Requirements if payment of su...
      - #29">the date on which the Instruments are to be redeemed pursuant to any provision of Condition 6; and
      - #29">the commencement of a liquidation, administration, dissolution or other winding-up of the Issuer in the Kingdom of Norway.
    - #30">The Issuer shall give not more than 14 nor less than five Business Days (as defined in Condition 5.9) prior notice to the Issue and Paying Agent and to holders of Instruments in accordance with Condition 14:
      - #30">of any Interest Payment Date on which, pursuant to the provisions of this Condition 5, interest will not be paid; and
      - #30">of any date upon which amounts in respect of Arrears of Interest and/or Additional Interest Amounts shall become due and payable or of any date on which the Issuer shall otherwise elect to pay any such amounts.
    - #30">If amounts in respect of Arrears of Interest and Additional Interest Amounts become partially payable:
      - #30">all unpaid amounts of Arrears of Interest shall be payable before any Additional Interest Amounts;
      - #30">Arrears of Interest accrued for any period shall not be payable until full payment has been made of all Arrears of Interest that have accrued during any earlier period and the order of payment of Additional Interest Amounts shall follow that of the Ar...
      - #30">the amount of Arrears of Interest or Additional Interest Amounts payable in respect of any Instrument shall be pro rata to the total amount of all unpaid Arrears of Interest or, as the case may be, Additional Amounts accrued to the date of payment.
- #30">Redemption and Purchase
  - #30">Unless previously redeemed, or purchased and cancelled or unless such Instrument is stated in the Final Terms as having no fixed maturity date, each Instrument shall be redeemed at its maturity redemption amount (the "Maturity Redemption Amount") (whi...
  - #31">If, in relation to any Series of Instruments, (i) as a result of any change in the laws, regulations or rulings of the Kingdom of Norway or of any political subdivision thereof or any authority or agency therein or thereof having power to tax or in th...
  - #31">If this Condition 6.3 is specified in the Final Terms as being applicable, then the Issuer may (subject, in the case of Subordinated Instruments, to consent thereto having been obtained from the Commission) and having given the appropriate notice and ...
  - #32">The appropriate notice referred to in Condition 6.3 is a notice given by the Issuer to the Holders of the Instruments of the relevant Series in accordance with Condition 14, which notice shall be irrevocable and shall specify:
  - #32">If the Instruments of a Series are to be redeemed in part only on any date in accordance with Condition 6.3:
  - #33">This Condition 6.6 shall only be applicable to Subordinated Instruments in the event that the prior consent thereto of the Commission has been obtained.
  - #34">The Issuer may (but, in the case of Subordinated Instruments, subject to consent thereto having been obtained from the Commission) at any time purchase Instruments in the open market or otherwise and at any price provided that all unmatured Receipts a...
  - #34">All unmatured Instruments and Coupons and unexchanged Talons redeemed or purchased in accordance with this Condition 6 may be cancelled, reissued or resold.
  - #34">The provisions of Condition 5.7 and the last paragraph of Condition 5.8 shall apply to any determination or calculation of the Redemption Amount or any Instalment Amount required by the Final Terms to be made by the Calculation Agent (as defined in Co...
  - #34">References herein to "Redemption Amount" shall mean, as appropriate, the Maturity Redemption Amount, the final Instalment Amount, Early Redemption Amount (Tax), Early Redemption Amount (Call), Early Redemption Amount (Put) and Early Termination Amount...
  - #34">In the case of any Instrument which is non-interest bearing, the "Amortised Face Amount" shall be an amount equal to the sum of:
    - #34">the Issue Price specified in the Final Terms; and
    - #34">the product of the Amortisation Yield (compounded annually) being applied to the Issue Price from (and including) the Issue Date specified in the Final Terms to (but excluding) the date fixed for redemption or (as the case may be) the date upon which ...
  - #34">In the case of any Instrument which is non-interest bearing, if any Redemption Amount (other than the Maturity Redemption Amount) is improperly withheld or refused or default is otherwise made in the payment thereof, the Amortised Face Amount shall be...
    - #34">the date on which, upon due presentation or surrender of the relevant Instrument (if required), the relevant payment is made; and
    - #34">(except where presentation or surrender of the relevant Instrument is not required as a precondition of payment), the seventh day after the date on which, the Issue and Paying Agent or, as the case may be, the Registrar having received the funds requi...
- #35">Events of Default
  - #35">Events of Default - Unsubordinated Instruments
    - #35">This Condition 7.1 is applicable in relation to Unsubordinated Instruments only.
    - #35">The following events or circumstances (each an "Event of Default") shall be acceleration events in relation to the Instruments of any Series, namely:
      - #35">the Issuer fails to pay any amount of principal or interest in respect of the Instruments of the relevant Series or any of them within ten days of the due date for payment thereof; or
      - #35">the Issuer defaults in the performance or observance of any of its other obligations under or in respect of the Instruments of the relevant Series or the Issue and Paying Agency Agreement and (except in any case where such default is incapable of reme...
      - #35">any Indebtedness of the Issuer becomes due and repayable prematurely by reason of an event of default (howsoever called) or the Issuer fails to make any payment in respect of any Indebtedness on the due date for payment as extended by any applicable g...
      - #35">a secured party takes possession, or a receiver, manager or other similar officer is appointed, of the whole or a substantial part of the undertaking, assets and revenues of the Issuer; or
      - #35">(a) the Issuer is found insolvent or suspends its payments, (b) an administrator or liquidator of the Issuer or the whole or a substantial part of the undertaking, assets and revenues of the Issuer is appointed, (c) the Issuer takes any action for a r...
      - #36">an order is made or an effective resolution is passed for the winding up, liquidation or dissolution of the Issuer; or
      - #36">any action, condition or thing at any time required to be taken, fulfilled or done in order (a) to enable the Issuer lawfully to enter into, exercise its rights and perform and comply with its obligations under and in respect of the Instruments, (b) t...
      - #36">it is or will become unlawful for the Issuer to perform or comply with any of its obligations under or in respect of the Instruments.
    - #36">If any Event of Default shall occur and be continuing in relation to any Series of Instruments, any Holder of a Note of the relevant Series may, by written notice to the Issuer, at the specified office of the Issue and Paying Agent (or, in the case of...
  - #36">Events of Default … Subordinated Instruments
    - #36">This Condition 7.2 is applicable in relation to Subordinated Instruments only.
    - #36">There will be no Events of Default in relation to Subordinated Instruments.
- #36">Taxation
  - #36">All amounts payable (whether in respect of principal, interest or otherwise) in respect of the Instruments will be made free and clear of and without withholding or deduction for or on account of any present or future taxes, duties, assessments or gov...
    - #37">to, or to a third party on behalf of, a person who is liable to such taxes, duties, assessments or governmental charges in respect of such Instrument or Coupon by reason of his having some connection with the Kingdom of Norway other than (a) the mere ...
    - #37">presented for payment more than thirty days after the Relevant Date, except to the extent that the relevant Holder would have been entitled to such additional amounts on presenting the same for payment on or before the expiry of such period of thirty ...
    - #37">presented for payment in the Kingdom of Norway; or
    - #37">where such withholding or deduction is imposed on a payment to an individual or a residual entity within the meaning of the EU Savings Directive and is required to be made pursuant to (i) European Council Directive 2003/48/EC (the "EU Savings Directiv...
    - #37">in respect of any Instrument presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Instrument to another Paying Agent in a Member State of the EU.
  - #37">For the purposes of these Terms and Conditions, the "Relevant Date" means, in respect of any payment, the date on which such payment first becomes due and payable, but if the full amount of the moneys payable has not been received by the Issue and Pay...
  - #37">If the Issuer becomes subject generally at any time to any taxing jurisdiction other than the Kingdom of Norway references in Condition 6.2 and Condition 8.1 to the Kingdom of Norway shall be read and construed as references to the Kingdom of Norway a...
  - #37">Any reference in these Terms and Conditions to "principal" and/or "interest" in respect of the Instruments shall be deemed also to refer to any additional amounts which may be payable under this Condition 8. Unless the context otherwise requires, any ...
- #38">Payments
  - #38">Payments „ Bearer Instruments
    - #38">This Condition 9.1 is applicable in relation to Instruments in bearer form.
    - #38">Payment of amounts (other than interest) due in respect of Bearer Instruments will be made against presentation and (save in the case of partial payment or payment of an Instalment Amount (other than the final Instalment Amount)) surrender of the rele...
    - #38">Payment of amounts in respect of interest on Bearer Instruments will be made:
      - #38">in the case of Instruments without Coupons attached thereto at the time of their initial delivery, against presentation of the relevant Instruments at the specified office of any of the Paying Agents outside (unless Condition 9.1(d) applies) the Unite...
      - #38">in the case of Instruments delivered with Coupons attached thereto at the time of their initial delivery, against surrender of the relevant Coupons or, in the case of interest due otherwise than on a scheduled date for the payment of interest, against...
    - #38">Payments of amounts due in respect of interest on the Instruments and exchanges of Talons for Coupon sheets in accordance with Condition 9.1(g) will not be made at the specified office of any Paying Agent in the United States (as defined in the United...
    - #38">If the due date for payment of any amount due in respect of any Instrument is not a Relevant Financial Centre Day and a Local Banking Day (each as defined in Condition 9.3(c)), then the Holder thereof will not be entitled to payment thereof until the ...
    - #39">Each Instrument initially delivered with Coupons, Talons or Receipts attached thereto should be presented and, save in the case of partial payment of the Redemption Amount, surrendered for final redemption together with all unmatured Receipts, Coupons...
      - #39">if the Final Terms specifies that this paragraph (i) of Condition 9.1(f) is applicable (and, in the absence of specification, this paragraph (i) shall apply to Instruments which bear interest at a fixed rate or rates or in fixed amounts) and subject a...
      - #39">if the Final Terms specifies that this paragraph (ii) of Condition 9.1(f) is applicable (and, in the absence of specification, this paragraph (ii) shall apply to Instruments which bear interest at a floating rate or rates or in variable amounts) all u...
      - #39">in the case of Instruments initially delivered with Talons attached thereto, all unmatured Talons (whether or not surrendered therewith) shall become void and no exchange for Coupons shall be made thereafter in respect of them; and
      - #39">in the case of Instruments initially delivered with Receipts attached thereto, all Receipts relating to such Instruments in respect of a payment of an Instalment Amount which (but for such redemption) would have fallen due on a date after such due dat...
    - #40">In relation to Instruments initially delivered with Talons attached thereto, on or after the due date for the payment of interest on which the final Coupon comprised in any Coupon sheet matures, the Talon comprised in the Coupon sheet may be surrender...
  - #40">Payments … Registered Instruments
    - #40">This Condition 9.2 is applicable in relation to Registered Instruments.
    - #40">Payment of the Redemption Amount (together with accrued interest) due in respect of Registered Instruments will be made against presentation and, save in the case of partial payment of the Redemption Amount, surrender of the relevant Registered Instru...
    - #40">Payment of amounts (whether principal, interest or otherwise) due (other than the Redemption Amount) in respect of Registered Instruments will be paid to the Holder thereof (or, in the case of joint Holders, the first-named) as appearing in the regist...
    - #41">Notwithstanding the provisions of Condition 9.3(b), payment of amounts (whether principal, interest or otherwise) due (other than the Redemption Amount) in respect of Registered Instruments will be made in the currency in which such amount is due by c...
  - #41">Payments - VPS Instruments
  - #41">Payments … General Provisions
    - #41">Save as otherwise specified in these Terms and Conditions, this Condition 9.4 is applicable in relation to Bearer Instruments, Registered Instruments and VPS Instruments.
    - #41">Payments of amounts due (whether principal, interest or otherwise) in respect of Instruments will be made in the currency in which such amount is due (a) by cheque or (b) at the option of the payee, by transfer to an account denominated in the relevan...
    - #41">For the purposes of these Terms and Conditions:
      - #41">"Relevant Financial Centre Day" means, in the case of any currency other than euro, a day on which commercial banks and foreign exchange markets settle payments in the Relevant Financial Centre and in any other Relevant Financial Centre specified in t...
      - #42">"Local Banking Day" means a day (other than a Saturday or Sunday) on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in the place of presentation of the relevant Instrument or, as the...
    - #42">No commissions or expenses shall be charged to the holders of Instruments or Coupons in respect of such payments.
- #42">Prescription
  - #42">Claims against the Issuer for payment of principal and interest in respect of Instruments will be prescribed and become void unless made, in the case of principal, within ten years or, in the case of interest, five years after the Relevant Date (as de...
  - #42">In relation to Definitive Bearer Instruments initially delivered with Talons attached thereto, there shall not be included in any Coupon sheet issued upon exchange of a Talon any Coupon which would be void upon issue pursuant to Condition 9.1(f) or th...
- #42">The Paying Agents, the Registrar, the Transfer Agent and the Calculation Agent
  - #42">The initial Paying Agents, Registrar and the Transfer Agent and their respective initial specified offices are specified below. The Calculation Agent in respect of any Instruments shall be specified in the Final Terms. The Issuer reserves the right at...
  - #43">The Paying Agents, the Registrar, the VPS Account Operator, the Transfer Agent and the Calculation Agent act solely as agents of the Issuer and, save as provided in the Issue and Paying Agency Agreement, the VPS Agreement or any other agreement entere...
- #43">Replacement of Instruments
- #43">Meetings of Holders and Modification
- #43">Notices
  - #43">Notices to Holders of Bearer Instruments will, save where another means of effective communication has been specified herein or in the Final Terms, be deemed to be validly given if (i) published in a leading daily newspaper having general circulation ...
  - #44">Notices to Holders of Registered Instruments will be deemed to be validly given if sent by first class mail (or equivalent) or (if posted to an overseas address) by air mail to them (or, in the case of joint Holders, to the first-named in the register...
  - #44">Notices to Holders of VPS Instruments will be deemed to be validly given if given in accordance with the rules and procedures of the VPS.
- #44">Further Issues
- #44">Currency Indemnity
- #45">Waiver and Remedies
- #45">Rights of Third Parties
- #45">Law and Jurisdiction
  - #45">The Instruments, the Issue and Paying Agency Agreement, the Deed of Covenant and any non-contractual obligations arising out of or in connection with them are governed by English law except for Condition 3.2 which shall be governed by Norwegian law. V...
  - #45">The Issuer irrevocably agrees for the benefit of the Holders of the Instruments that the courts of England shall have jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, which may arise out of or in connecti...
  - #46">The Issuer irrevocably waives any objection which it might now or hereafter have to the courts of England being nominated as the forum to hear and determine any Proceedings and to settle any Disputes and agrees not to claim that any such court is not ...
  - #46">The Issuer agrees that the process by which any proceedings in England are begun may be served on it by being delivered to the Royal Norwegian Embassy at Belgrave Square, London SW1X 8QO or, if different, its registered office for the time being or an...
  - #46">The submission to the jurisdiction of the courts of England shall not (and shall not be construed so as to) limit the right of the Holders of the Instruments or any of them to take Proceedings in any other court of competent jurisdiction nor shall the...
  - #46">The Issuer consents generally in respect of any Proceedings to the giving of any relief or the issue of any process in connection with such Proceedings including (without limitation) the making, enforcement or execution against any property whatsoever...
  - #46">To the extent that the Issuer may in any jurisdiction claim for itself or its assets or revenues immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process and to the extent that in any...