Obligation DNB Boligfinans 2.1% ( XS0550064314 ) en USD

DNB Boligfinans

100 % ▼

Norvege

XS0550064314 ( en USD )

2.1% par an ( paiement semestriel )

14/10/2015 - Obligation échue

Prospectus brochure de l'obligation DNB Boligkreditt XS0550064314 en USD 2.1%, échue

200 000 USD

2 000 000 000 USD

DNB Boligkreditt est une société de crédit hypothécaire norvégienne, filiale de DNB, l'un des plus grands groupes financiers de Norvège, offrant des prêts hypothécaires résidentiels aux particuliers et aux entreprises.

L'obligation DNB Boligkreditt (XS0550064314), émise en Norvège pour un montant total de 2 000 000 000 USD, à un taux d'intérêt de 2,1 % et échéant le 14/10/2015 avec des paiements semestriels et une taille minimale d'achat de 200 000 USD, a atteint sa maturité et a été intégralement remboursée à un prix de marché de 100 %.

DNB BOLIGKREDITT AS
(incorporated in Norway)
U.S.$12,000,000,000
U.S. Covered Bond Programme
Under this U.S.$12,000,000,000 U.S. Covered Bond Programme (the "U.S. Programme"), DNB Boligkreditt AS (the "Issuer") may from time to
time issue covered bonds issued in accordance with Norwegian Act No. 40 of 10 June 1988 on Financing Activity
Activit and Financial Institutions,
Chapter 2, Sub-Chapter IV and appurtenant regulations ("Covered Bonds") denominated in any currency agreed between the Issuer and the
relevant Dealer (as defined below).
Covered Bonds may be issued in bearer form ("Bearer Covered Bonds") or registered form ("Registered Covered Bonds").
The maximum aggregate nominal amount of all Covered Bonds from time to time outstanding under the U.S. Programme will not exceed
U.S.$12,000,000,000 (or its equivalent in other currencies calculated as described herein). A description of the restrictions applicable at the date
of this base prospectus (the "Prospectus") relating to the maturity of certain Covered Bonds is set out in "Overview of the Programme 
Maturities".
The Covered Bonds may be issued on a continuing basis to one or more of the Dealers specified under "Overview of the Programme Dealers"
below and any additional Dealer appointed under the U.S. Programme from time to time, which appointment may be for a specific issue or on an
ongoing basis (each a "Dealer" and together the "Dealers"). References in this Prospectus to the "relevant Dealer" shall, in the case of an issue
of Covered Bonds being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such C
of Covered Bonds being (or intended to be) subscribed by more than one Dealer, be to all Dealers agr
overed Bonds.
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 relating to prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) for the approval of
this document as a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC as amended (which includes the amendments made
by Directive 2010/73/EU (the "2010 PD Amending Directive") to the extent that such amendments have been implemented in a Member State of
the European Economic Area) (the "Prospectus Directive"). The CSSF assumes no responsibility as to the economic and financial soundness of
the transaction and the quality or solvency of the Issuer. Application has also been made to the Luxembourg Stock Exchange for Covered Bonds
issued under the U.S. Programme during the period of 12 months from the date of this Prospectus to be admitted to trading on the Luxembourg
Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock Exchange. References in this Prospectus to
Covered Bonds being "listed" (and all related references) shall mean that such Covered Bonds are intended to be admitted to trading on the
Luxembourg Stock Exchange's regulated market and are intended to be listed on the Official List of the Luxembourg Stock Exchange. The
Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and
of the Council on markets in financial instruments of 21 April 2004 (the "Markets in Financial Instruments Directive").
Notice of the aggregate nominal amount of Covered Bonds, interest (if any) payable in respect of Covered Bonds, the issue price of Covered
Bonds and certain other information which is applicable to each Tranche (as defined under "Terms and Conditions of the Covered Bonds") of
Covered Bonds will be set out in a Final Terms document ("Final Terms") which, with respect to Covered Bonds to be listed on the Luxembourg
Stock Exchange, will be filed with the CSSF.
The U.S. Programme provides that Covered Bonds may be listed or admitted to trading, as the case may be, on such other or further stock
exchanges or markets as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue Covered Bonds which are not
listed or admitted to trading on any market.
The Covered Bonds have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act
Ac "),
or any state securities laws, and are being offered and sold outside of the United States to non-U.S. persons in reliance on Regulation S under
the Securities Act ("Regulation S") and in the United States only to "qualified institutional buyers" (in reliance on, and as defined by, Rule 144A
under the Securities Act ("Rule 144A")) and, in each case, in compliance with applicable securities laws. Prospective purchasers are hereby
notified that sellers of the Covered Bonds may be relying on the exemption from the provisions of Section 5 of the Securities
notified that sellers of the Covered Bonds may be relying on the exemption from the provisions of Se
Act provided by Rule
144A.
Each purchaser of a Covered Bond 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 Covered Bond, as described in this Prospectus, and, in
connection therewith, may be required to provide confirmation of its compliance with such resale or other transfer restrictio
connection therewith, may be required to provide confirmation of its compliance with such resale or
ns in certain cases (see
"Subscription and Sale and Transfer and Selling Restrictions").
The Covered Bonds issued under the U.S. Programme are expected to be assigned an "AAA" rating by Standard & Poor's Credit Market Services
Europe Limited ("Standard & Poor's"), an "Aaa" rating by Moody's Investors Service Limited ("Moody's
Moody ") and an "AAA" rating by Fitch Ratings
Limited ("Fitch"). However, the Issuer may also issue Covered Bonds which are unrated or rated below "AAA" by Standard & Poor's, "Aaa" by
Moody's and "AAA" by F
by itch.
F
Details of the ratings of the Covered Bonds will be specified in the applicable Final Terms. 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.
Standard & Poor's, Moody's and Fitch are established in the European Union and are registered under Regulation (EC) No 1060/2009, as
amended (the "CRA Regulation"). As such, each of Standard & Poor's, 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. A credit 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 Issuer may agree with any Dealer that Covered Bonds may be issued in a form not contemplated by the Terms and Conditions of the
Covered Bonds herein, in which event a new prospectus, if appropriate, will be made available which will describe the effect of the agreement
reached in relation to such Covered Bonds.
Prospective investors should have regard to the factors described under the section "Risk Factors" in this Prospectus.
Arranger
Barclays
Dealers
Barclays
Barclay
BofA Merrill Lynch
BofA Merrill Ly
The date of this Prospectus is 7 March 2013

This Prospectus constitutes a base prospectus for the purposes of Article 5.4 of the
Prospectus Directive.
The Issuer accepts responsibility for the information contained in this Prospectus and
the Final Terms for each Tranche of Covered Bonds issued under the U.S. Programme. To the
best of the knowledge and belief of the Issuer (having taken all reasonable care to ensure that
such is the case) the information contained in this Prospectus is in accordance with the facts
and does not omit anything likely to affect the import of such information.
Copies of Final Terms relating to Covered Bonds which are admitted to trading on the
Luxembourg Stock Exchange's regulated market will be available on the website of the
Luxembourg Stock Exchange at www.bourse.lu.
This Prospectus is to be read in conjunction with all documents which are deemed to
be incorporated herein by reference (see "Documents Incorporated by Reference" below). This
Prospectus shall be read and construed on the basis that such documents are incorporated
and form part of this Prospectus.
To the fullest extent permitted by law, no representation, warranty or undertaking,
express or implied, is made and no responsibility or liability is accepted by the Dealers or the
Arranger as to the accuracy or completeness of the information contained in this Prospectus
or any other information provided by the Issuer in connection with the U.S. Programme or the
Covered Bonds or their distribution. The Arranger and each Dealer accordingly disclaim all
and any liability whether arising in tort or contract or otherwise which they might otherwise
have in respect of this Prospectus or any other information provided by the Issuer in
connection with the U.S. Programme and the Covered Bonds. The statements made in this
paragraph are made without prejudice to the responsibility of the Issuer under the U.S.
Programme.
No person is or has been authorised by the Issuer, the Dealers or the Arranger to give
any information or to make any representation not contained in or not consistent with this
Prospectus or any other information supplied in connection with the U.S. Programme or the
Covered Bonds and, if given or made, such information or representation must not be relied
upon as having been authorised by the Issuer or any of the Dealers or the Arranger.
Neither this Prospectus nor any other information supplied in connection with the U.S.
Programme or any Covered Bonds (i) is intended to provide the basis of any credit or other
evaluation or (ii) should be considered as a recommendation or constituting an invitation or
offer by the Issuer, any of the Dealers or the Arranger that any recipient of this Prospectus or
any other information supplied in connection with the U.S. Programme or any Covered Bonds
should purchase any Covered Bonds. Each investor contemplating purchasing any Covered
Bonds should make its own independent investigation of the financial condition and affairs,
and its own appraisal of the creditworthiness, of the Issuer. Neither this Prospectus nor any
other information supplied in connection with the U.S. Programme or the issue of any Covered
Bonds constitutes an offer by or on behalf of the Issuer, any of the Dealers or the Arranger to
any person to subscribe for or to purchase any Covered Bonds.
The delivery of this Prospectus does not at any time 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 U.S. Programme is correct as of any
time subsequent to the date indicated in the document containing the same. The Dealers and
the Arranger expressly do not undertake to review the financial condition or affairs of the
Issuer during the life of the U.S. Programme. Investors should review, inter alia, the
documents deemed incorporated herein by reference when deciding whether or not to
purchase any Covered Bonds.
i

The Covered Bonds 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, and may be offered and sold outside of the United States to non-U.S. persons in
reliance on Regulation S and in the United States only to "qualified institutional buyers"
("QIBs") in reliance on and as defined in Rule 144A. Prospective purchasers are hereby
notified that the Sellers of the Covered Bonds may be relying on the exemption from the
provisions of Section 5 of the Securities Act provided by Rule 144A.
The distribution of this Prospectus and the offer or sale of Covered Bonds may be
restricted by law in certain jurisdictions. None of the Issuer, the Dealers or the Arranger
represents that this document may be lawfully distributed, or that any Covered Bonds 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. In particular, no action has been
taken by the Issuer, the Dealers or the Arranger which would permit a public offering of any
Covered Bonds outside Luxembourg or distribution of this document in any jurisdiction where
action for that purpose is required. Accordingly, no Covered Bonds may be offered or sold,
directly or indirectly, and neither this 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 and the Dealers have
represented that all offers and sales by them will be made on the same terms. Persons into
whose possession this Prospectus or any Covered Bonds come must inform themselves
about, and observe, any such restrictions. In particular, there are restrictions on the
distribution of this Prospectus and the offer or sale of Covered Bonds in the United States, the
European Economic Area, the United Kingdom, Norway, Denmark, The Netherlands and Japan
(see "Subscription and Sale and Transfer and Selling Restrictions" below).
The Bearer Covered Bonds of each Tranche will initially be represented by a temporary
global Covered Bond in bearer form (a "Temporary Bearer Global Covered Bond") which will
(i) if the global Covered Bonds are intended to be issued in new global Covered Bond
("NGCB") form, as specified in the applicable Final Terms, be delivered on or prior to the
original issue date of the Tranche to a common safekeeper (the "Common Safekeeper") for
Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, société anonyme
("Clearstream, Luxembourg") and (ii) if the global Covered Bonds are not intended to be
issued in NGCB form, be delivered on or prior to the original issue date of the Tranche to a
common depositary (the "Common Depositary") for Euroclear and Clearstream, Luxembourg.
The Temporary Bearer Global Covered Bond will be exchangeable, as specified in the
applicable Final Terms, for either a permanent global Covered Bond in bearer form (a
"Permanent Bearer Global Covered Bond") or, in certain limited circumstances, Bearer
Covered Bonds in definitive form, in each case upon certification as to non-U.S. beneficial
ownership as required by U.S. Treasury regulations. The applicable Final Terms will specify
that a Permanent Bearer Global Covered Bond either (i) is exchangeable (in whole but not in
part) for definitive Covered Bonds upon not less than 60 days' notice or (ii) is only
exchangeable (in whole but not in part) for definitive Covered Bonds following the occurrence
of an Exchange Event (as defined under "Form of the Covered Bonds" below), all as further
described in "Form of the Covered Bonds". Bearer Covered Bonds are subject to U.S. tax law
requirements and, subject to certain exceptions, may not be offered, resold or delivered within
the United States to, or for the account or benefit of, U.S. persons. See "Subscription and Sale
and Transfer and Selling Restrictions" below.
Unless otherwise provided with respect to a particular Series (as defined under "Terms
and Conditions of the Covered Bonds") of Registered Covered Bonds, the Registered Covered
Bonds of each Tranche of such Series sold outside the United States in reliance on
Regulation S will be represented by a permanent global Covered Bond in registered form,
without interest coupons (a "Reg. S Global Covered Bond"), which will either (i) be deposited
ii

with a custodian for, and registered in the name of a nominee of, The Depository Trust
Company ("DTC") for the accounts of Euroclear and Clearstream, Luxembourg for the
accounts of their respective participants or (ii) be deposited with a common depositary or
common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg and
registered in the name of a common nominee of Euroclear and Clearstream, Luxembourg or in
the name of a nominee of the common safekeeper, as specified in the applicable Final Terms.
Prior to expiry of the period that ends 40 days after completion of the distribution of each
Tranche of Covered Bonds, as certified by the relevant Dealer, in the case of a non-syndicated
issue, or the lead manager, in the case of a syndicated issue (the "Distribution Compliance
Period"), beneficial interests in the Reg. S Global Covered Bond may not be offered or sold to,
or for the account or benefit of, a U.S. person except in accordance with Rule 144A, Rules 903
or 904 of Regulation S. The Registered Covered Bonds of each Tranche of such Series sold in
private transactions to QIBs within the meaning of Rule 144A under the Securities Act will be
represented by a restricted permanent global covered bond in registered form, without interest
coupons (a "Restricted Global Covered Bond", and, together with a Reg. S Global Covered
Bond, "Registered Global Covered Bonds"), deposited with a custodian for, and registered in
the name of a nominee of, DTC. Registered Covered Bonds in definitive form will, at the
request of the holder (save to the extent otherwise indicated in the applicable Final Terms), be
issued in exchange for interests in the Registered Global Covered Bonds upon compliance
with the procedures for exchange as described in "Form of the Covered Bonds".
Registered Covered Bonds may be offered and sold in the United States exclusively to
persons reasonably believed by the Dealers to be QIBs. Each purchaser of Registered
Covered Bonds represented by a Restricted Global Note is hereby notified that the offer and
sale of any Registered Covered Bonds to it may be made in reliance upon the exemption from
the registration requirements of the Securities Act provided by Rule 144A.
The Issuer has agreed that, for so long as any Covered Bonds are "restricted
securities" within the meaning of Rule 144(a)(3) under the Securities Act, the Issuer will,
during any period in which it is neither subject to Section 13 or 15(d) of the U.S. Securities
Exchange Act of 1934, as amended (the "Exchange Act") nor exempt from reporting pursuant
to Rule 12g3-2(b) thereunder, provide to any holder or beneficial owner of such restricted
securities or to any prospective purchaser of such restricted securities designated by such
holder or beneficial owner upon the request of such holder, beneficial owner or prospective
purchaser, the information required to be provided by Rule 144A(d)(4) under the Securities
Act. Registered Covered Bonds are not transferable to other holders within the United States
except upon satisfaction of certain conditions as described under "Subscription and Sale and
Transfer and Selling Restrictions".
The Covered Bonds have not been recommended by or approved or disapproved by
the United States Securities and Exchange Commission (the "SEC") or any other federal or
state securities commission in the United States nor has the SEC or any other federal or state
securities commission confirmed the accuracy or determined the adequacy of this
Prospectus. Any representation to the contrary is a criminal offence in the United States. The
Covered Bonds are subject to restrictions on transferability and resale and may not be
transferred or resold except as permitted under applicable federal or state securities laws
pursuant to a registration statement or an exemption from registration. Investors should be
aware that they may be required to bear the financial risks of this investment for an indefinite
period of time.
iii

NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR
A LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE
CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY
DOCUMENT FILED UNDER CHAPTER 421-B IS TRUE, COMPLETE AND NOT MISLEADING.
NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS
AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF
STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR
RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT
IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER,
CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF
THIS PARAGRAPH.
iv

PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION
For details of the financial information incorporated by reference into this Prospectus, see
"Documents Incorporated by Reference" below.
For the convenience of investors, certain selected financial information has also been
included in this Prospectus. See "Certain Financial Information of the Issuer" below. This information
is not complete and should be read together with the financial statements incorporated by reference
into this Prospectus.
All references in this document to "U.S. dollars", "U.S.$" and "$" are to United States dollars,
all references to "A$" and "AUD" are to Australian dollars, all references to "CHF" are to Swiss francs,
all references to "NOK" are to Norwegian Kroner, all references to "SEK" are to Swedish Kronor and
all references to "Yen" and "JPY" are to Japanese Yen. In addition, all references to "Sterling" and
"£" refer to pounds sterling 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. Unless otherwise noted, all translations of NOK
amounts into U.S. dollars for the year ended 31 December 2012 have been at the rate of NOK 5.5664
= U.S.$1.00, being the representative market rate prevailing in Oslo (the "Representative Market
Rate") on 31 December 2012, as reported by the Central Bank of Norway. No representation is made
that NOK or U.S. dollar amounts referred to herein have been, could have been or could be converted
into U.S. dollars or NOK, as the case may be, at this rate, at any particular rate, or at all. On 4 March
2013, the Representative Market Rate was NOK 5.7242 = U.S.$1.00. See "Exchange Rates" below.
Certain figures included in this Prospectus have been subject to rounding adjustments;
accordingly, figures shown for the same category presented in different tables may vary slightly and
figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which
precede them.
In this Prospectus, references to "Norway" are to the Kingdom of Norway and references to
the "Government" are to the Norwegian government.
This Prospectus includes certain statistics and market share data. The Issuer believes that
the statistics and market share data included in this Prospectus are useful in helping investors to
understand the markets in which the Issuer operates. However, unless indicated otherwise, these
figures are based on internal calculations and estimates of market data and have not been
independently verified. Accordingly, no assurances can be given that such internal calculations and
estimates of market data are accurate and investors should not place undue reliance on such data
included in this Prospectus.
In making an investment decision, investors must rely on their own analysis of the Issuer and
the terms of the Covered Bonds being offered, including the merits and risks involved. The Covered
Bonds have not been approved or disapproved by the United States Securities and Exchange
Commission or any other securities commission or other regulatory authority in the United States, nor
have the foregoing authorities approved this Prospectus or confirmed the accuracy or determined the
adequacy of the information contained in this Prospectus. Any representation to the contrary is
unlawful.
None of the Arranger, the Dealers or the Issuer makes any representation to any investor in
the Covered Bonds regarding the legality of its investment under any applicable laws. Any investor in
the Covered Bonds should be able to bear the economic risk of an investment in the Covered Bonds
for an indefinite period of time.
v

FORWARD-LOOKING STATEMENTS
This Prospectus includes forward-looking statements. Examples of such forward-looking
statements include, but are not limited to: (i) projections or expectations of net interest income, total
income, profit, earnings per share, capital expenditure, dividends, capital structure or other financial
items or ratios; (ii) statements of any plans, objectives or goals or those of management for future
operations, including those related to products or services; (iii) statements of future economic
performance, including in particular any such statements included under the section entitled
"Management's Discussion and Analysis of Financial Condition and Results of Operations of the
Issuer"; and (iv) statements of assumptions underlying such statements, including assumptions
relating to general economic conditions in Norway, in Europe and worldwide. Words such as
"believes", "anticipates", "expects", "intends", "aims" and "plans" and similar expressions are intended
to identify forward-looking statements but are not the exclusive means of identifying such statements.
Any forward-looking statements herein have been based on current expectations and
projections about uncertain future events. Forward-looking statements are subject to risks,
uncertainties and assumptions about us. Although it is believed that the plans, objectives,
expectations, estimates and intentions expressed in such forward-looking statements are reasonable,
investors should bear in mind that a number of important factors could cause actual results to differ
materially from the plans, objectives, expectations, estimates and intentions expressed in such
forward-looking statements, including assumptions relating to general economic conditions in Norway,
in Europe and worldwide. These factors include those set out in the section of this Prospectus entitled
"Risk Factors" and risks we currently are not aware of, as well as more generally:

the ability to assess and manage credit risks;

inflation, interest rates, exchange rates, and market and monetary fluctuations;

changes in consumer spending, saving and borrowing habits in Norway;

changes in the banking, mortgage and financial markets in Norway;

the prices and volumes in the debt and equity markets in Norway;

liquidity risks and access to financial markets;

the effects of changes in taxation or accounting standards or practices;

the effects of, and changes in, laws, regulations and government policy; and

the success at managing the risks of the foregoing.
It should be noted that the foregoing list of important factors is not exhaustive. Investors and
others should carefully consider the foregoing factors and other uncertainties and events when
making an investment decision based on any forward-looking statement. In light of these risks,
uncertainties and assumptions, the forward-looking events discussed in this Prospectus may not
occur.
AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with resales of the Covered Bonds, so
long as the Covered Bonds are "restricted securities" within the meaning of Rule 144(a)(3) under the
Securities Act, the Issuer will promptly furnish, upon request of a holder of a Covered Bond, to such
holder and a prospective purchaser designated by such holder, the information required to be
delivered under Rule 144A(d)(4) if, at the time of such request, the Issuer is neither a reporting
company under Section 13 or 15(d) of the Exchange Act, as amended, nor exempt from reporting
pursuant to Rule 12g3-2(b) thereunder.
vi

ENFORCEABILITY OF JUDGMENTS
The Issuer is a company incorporated with limited liability in the Kingdom of Norway. Most of
its assets are located outside the United States. In addition, all of its officers and directors reside
outside the United States and most of the assets of these persons are located outside the United
States. As a result, it may not be possible for investors to effect service of process within the United
States upon the Issuer or such persons or to enforce against any of them judgments obtained in
United States courts, including judgments predicated upon the civil liability provisions of the securities
laws of the United States or any state or territory within the United States.
STABILISATION
In connection with the issue of any Tranche of Covered Bonds, 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 Covered Bonds or effect transactions with a view to
supporting the market price of the Covered Bonds at a level higher than that which might otherwise
prevail. However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf
of a Stabilising Manager) will undertake stabilisation action. 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
Covered Bonds is made and, if begun, may be ended at any time, but it must end no later than the
earlier of 30 days after the issue date of the relevant Tranche of Covered Bonds and 60 days after the
date of the allotment of the relevant Tranche of Covered Bonds. Any stabilisation action or over-
allotment shall be conducted in accordance with all applicable laws and rules.
vii

CONTENTS
Page
RISK FACTORS..................................................................................................................................... 2
OVERVIEW OF THE PROGRAMME................................................................................................ 19
DOCUMENTS INCORPORATED BY REFERENCE........................................................................ 28
FORM OF THE COVERED BONDS.................................................................................................. 30
FORM OF FINAL TERMS.................................................................................................................. 34
TERMS AND CONDITIONS OF THE COVERED BONDS ............................................................. 44
CERTAIN NORWEGIAN LEGISLATION RELATING TO COVERED BONDS........................... 72
THE ISSUER COVER POOL .............................................................................................................. 77
CERTAIN PROVISIONS OF KEY TRANSACTION DOCUMENTS .............................................. 78
USE OF PROCEEDS ........................................................................................................................... 86
EXCHANGE RATES........................................................................................................................... 87
CAPITALISATION OF THE ISSUER ................................................................................................ 88
CERTAIN FINANCIAL INFORMATION OF THE ISSUER ............................................................ 89
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OF THE ISSUER................................................................... 91
CERTAIN INFORMATION REGARDING THE ISSUER COVER POOL .................................... 101
DESCRIPTION OF THE ISSUER..................................................................................................... 106
MANAGEMENT OF THE ISSUER .................................................................................................. 109
DESCRIPTION OF THE DNB GROUP............................................................................................ 111
NORWEGIAN MACRO-ECONOMIC CONDITIONS AND THE NORWEGIAN HOUSING
MORTGAGE MARKET....................................................................................................... 114
DNB RESIDENTIAL MORTGAGE LOANS ................................................................................... 117
BOOK-ENTRY CLEARANCE SYSTEM......................................................................................... 125
TAXATION........................................................................................................................................ 128
ERISA CONSIDERATIONS ............................................................................................................. 140
SUBSCRIPTION AND SALE AND TRANSFER AND SELLING RESTRICTIONS .................... 142
INDEPENDENT AUDITORS............................................................................................................ 151
LEGAL MATTERS............................................................................................................................ 152
GENERAL INFORMATION............................................................................................................. 153
GLOSSARY ....................................................................................................................................... 155

RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under
Covered Bonds issued under the U.S. Programme. All of these factors are contingencies which 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.
Factors which the Issuer believes may be material for the purpose of assessing the market risks
associated with Covered Bonds issued under the U.S. Programme are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in
investing in Covered Bonds issued under the U.S. Programme, but the Issuer may be unable to pay
interest, principal or other amounts on or in connection with any Covered Bonds for other reasons which
may not be considered significant risks by the Issuer based on information currently available to it and
which it may not currently be able to anticipate. Prospective investors should also read the detailed
information set out elsewhere in this Prospectus and reach their own views prior to making any
investment decision.
Risks relating to the Covered Bonds
The Covered Bonds may not be a suitable investment for all investors
The Covered Bonds may not be a suitable investment for all investors. Each potential investor
in the Covered Bonds must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor may wish to consider, either on its own or with the
help of its financial and other professional advisers, whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of the
Covered Bonds, the merits and risks of investing in the Covered Bonds and the
information contained or incorporated by reference in this Prospectus or any
applicable supplement;
(ii)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the
context of its particular financial situation, an investment in the Covered Bonds and
the impact the Covered Bonds will have on its overall investment portfolio;
(iii)
has sufficient financial resources and liquidity to bear all of the risks of an investment
in the Covered Bonds, including Covered Bonds where the currency for principal or
interest payments is different from the potential investor's currency;
(iv)
understands thoroughly the terms of the relevant Covered Bonds and is familiar with
the behaviour of any relevant indices and financial markets; and
(v)
is able to evaluate possible scenarios for economic, interest rate and other factors
that may affect its investment and its ability to bear the applicable risks.
Legal investment considerations may restrict certain investments. The investment activities of
certain investors are subject to legal investment laws and regulations, or review or regulation by
certain authorities. Each potential investor should consult its legal advisers to determine whether and
to what extent (1) Covered Bonds are legal investments for it, (2) Covered Bonds can be used as
collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of
any Covered Bonds. Financial institutions should consult their legal advisers or the appropriate
regulators to determine the appropriate treatment of Covered Bonds under any applicable risk-based
capital or similar rules.
Covered Bonds are obligations of the Issuer only
The Covered Bonds will constitute obligations of the Issuer only and have the benefit of a
statutory preference under Act No. 40 of 10 June 1988 on Financing Activity and Financial
Institutions, Chapter 2, Sub-chapter IV and appurtenant regulations (the "Financial Institutions Act")
on the Issuer Cover Pool. An investment in the Covered Bonds involves a reliance on the
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