Obligation Spb 1 SMN 0% ( XS1903311725 ) en NOK

Spb 1 SMN

100 % ⇌

Norvege

XS1903311725 ( en NOK )

31/10/2021 - Obligation échue

Prospectus brochure de l'obligation Spb 1 SMN XS1903311725 en NOK 0%, échue

900 000 000 NOK

L'Obligation émise par Spb 1 SMN ( Norvege ) , en NOK, avec le code ISIN XS1903311725, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 31/10/2021

PROSPECTUS
15 June 2018

SPAREBANK 1 SMN
(incorporated with limited liability in Norway)
SPAREBANK 1 NORD-NORGE
(incorporated with limited liability in Norway)
SPAREBANK 1 ØSTLANDET
(incorporated with limited liability in Norway)
10,000,000,000
Euro Medium Term Note Programme (the "Programme")
This Prospectus (as defined below) supersedes the Prospectus dated 9 June 2017 relating to the 10,000,000,000 Euro Medium Term Note
Programme of SpareBank 1 SMN, SpareBank 1 Nord-Norge and SpareBank 1 Østlandet (formerly Sparebanken Hedmark) (each an "Issuer" and
together the "Issuers"). This Prospectus does not affect any Notes already issued. This document constitutes three base prospectuses for the purposes
of Article 5.4 of Directive 2003/71/EC (the "Prospectus Directive") as amended, (i) the base prospectus for SpareBank 1 SMN, in respect of non-
equity securities within the meaning of Article 22 No. 6(4) of the Commission Regulation (EC) No. 809/2004 of 29 April 2004 as amended (the
"Notes") to be issued by SpareBank 1 SMN under the Programme, (ii) the base prospectus for SpareBank 1 Nord-Norge in respect of Notes to be
issued by SpareBank 1 Nord-Norge under the Programme, and (iii) the base prospectus for SpareBank 1 Østlandet in respect of the Notes to be
issued by SpareBank 1 Østlandet under the Programme (together, the "Prospectus").
Under the Programme each Issuer may from time to time issue Notes denominated in any currency agreed between the relevant Issuer and
the relevant Dealer (as defined below). The Notes of each Issuer will be obligations of that Issuer alone.
As more fully described herein, Notes may be (i) issued on an unsubordinated basis ("Unsubordinated Notes") or (ii) issued on a
subordinated basis as provided in "Terms and Conditions of the Notes" herein ("Subordinated Notes"). The Terms and Conditions of Subordinated
Notes will not contain any events of default.
The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed
10,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as
described herein.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "General Description of the Programme"
and any additional Dealer appointed under the Programme from time to time by an Issuer (each a "Dealer" and together the "Dealers"), which
appointment may be for a specific issue or on an ongoing basis. References in this Prospectus to the "relevant Dealer" shall, in the case of an issue of
Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to purchase such Notes.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors".
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority
under the Luxembourg Act dated 10 July 2005 on prospectuses for securities, as amended ("Prospectus Act 2005") to approve this document as a
base prospectus. The CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated by this Prospectus
or the quality or solvency of the Issuers in accordance with Article 7(7) of the Prospectus Act 2005. Application has also been made to the
Luxembourg Stock Exchange for Notes issued under the Programme to be listed on the Official List of the Luxembourg Stock Exchange and to be
admitted to trading on the Luxembourg Stock Exchange's regulated market.
References in this Prospectus to Notes being listed (and all related references) shall mean that such Notes have been admitted to the
Official List of the Luxembourg Stock Exchange and have been admitted to trading on the Luxembourg Stock Exchange's regulated market. The
Luxembourg Stock Exchange's regulated market (the "Regulated Market") is a regulated market for the purposes of the Markets in Financial
Instruments Directive (Directive 2014/65/EU).
The requirement to publish a prospectus under the Prospectus Directive (as defined under "Important Information" below) only applies to
Notes which are to be admitted to trading on a regulated market in the European Economic Area (the "EEA") and/or offered to the public in the EEA
other than in circumstances where an exemption is available under Article 3.2 of the Prospectus Directive (as implemented in the relevant Member
State(s)). References in this Prospectus to Exempt Notes are to Notes for which no prospectus is required to be published under the
Prospectus Directive. The CSSF has neither approved nor reviewed information contained in this Prospectus in connection with Exempt
Notes.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other
information which is applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will (other than in the case of
Exempt Notes, as defined above) be set out in a final terms document (the "Final Terms") which will be filed with the CSSF.
Copies of Final Terms in relation to Notes to be listed on the Luxembourg Stock Exchange will also be published on the website of the
Luxembourg Stock Exchange (www.bourse.lu). In the case of Exempt Notes, notice of the aggregate nominal amount of Notes, interest (if any)
payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche will be set out in a pricing
supplement document (the "Pricing Supplement").
The Programme provides that Notes 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 relevant Issuer and the relevant Dealer. Each Issuer may also issue unlisted Notes and/or Notes not admitted to
trading on any market.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or any U.S.
State securities laws and may not be offered or sold in the United States or to, or for the account or the benefit of, U.S. persons as defined in
Regulation S under the Securities Act unless an exemption from the registration requirements of the Securities Act is available and in accordance with
all applicable securities laws of any state of the United States and any other jurisdiction.
SpareBank 1 Nord-Norge has been rated "A1" by Moody's Investors Service Limited ("Moody's") and "A" by Fitch Ratings Limited
("Fitch"). SpareBank 1 SMN has been rated "A1" by Moody's and "A-" by Fitch. SpareBank 1 Østlandet has been rated A1 by Moody's and is not
rated by Fitch. Each of Moody's and Fitch is established in the European Union ("EU") and registered under Regulation (EC) No. 1060/2009 (as
amended) (the "CRA Regulation"). As such each of Moody's and Fitch is included in the list of credit rating agencies published by the European

Securities and Markets Authority on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA
Regulation. Where a Tranche of Notes is rated, such rating will be disclosed in the Final Terms (or Pricing Supplement, in the case of Exempt Notes)
and will not necessarily be the same as the rating assigned to the Programme by Moody's and Fitch. A security rating is not a recommendation to
buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.

Amounts payable on Floating Rate Notes will be calculated by reference to LIBOR, EURIBOR or CMS Rate as specified in the relevant
Final Terms. As at the date of this Prospectus, the administrator of LIBOR and CMS Rate (ICE Benchmark Administration Limited) is included in
ESMA's register of administrators under Article 36 of the Regulation (EU) No. 2016/1011 (the Benchmarks Regulation); the administrator of
EURIBOR is not included in ESMA's register of administrators. As far as the Issuer is aware, the transitional provisions in Article 51 of the
Benchmarks Regulation apply, such that European Money Markets Institute (as administrator of EURIBOR) is not currently required to obtain
authorisation/registration (or, if located outside the European Union, recognition, endorsement or equivalence)..
Arranger
BofA Merrill Lynch
Dealers
Barclays
BofA Merrill Lynch
Commerzbank
HSBC
J.P. Morgan
Landesbank Baden-Württemberg
UBS Investment Bank

IMPORTANT INFORMATION
This Prospectus comprises a base prospectus in respect of all Notes other than Exempt Notes issued
under the Programme for the purposes of Article 5.4 of the Prospectus Directive. When used in this
Prospectus, "Prospectus Directive" means Directive 2003/71/EC (as amended), and includes any relevant
implementing measure in a relevant Member State of the EEA).
Each Issuer accepts responsibility for the information contained in this Prospectus and the Final
Terms or, as the case may be, the Pricing Supplement for each Tranche of Notes issued under the
Programme. To the best of the knowledge of each Issuer (each 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.
Certain information in the "Description of the Issuer" section on pages 101-112 has been extracted
from certain third party sources as specified therein. The Issuer confirms that such information has been
accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by
such sources, no facts have been omitted which would render the reproduced information inaccurate or
misleading.
Subject as provided in the applicable Final Terms, the only persons authorised to use this
Prospectus in connection with an offer of Notes are the persons named in the applicable Final Terms as the
relevant Dealer or the Managers, as the case may be.
Copies of the Final Terms will be available from the registered office of each Issuer and the
specified office set out below of each of the Paying Agents (as defined below) and will be published on the
website of the Luxembourg Stock Exchange (www.bourse.lu).
This Prospectus is to be read in conjunction with all documents which are deemed to be
incorporated in it by reference (see "Documents Incorporated by Reference"). This Prospectus shall be read
and construed on the basis that those documents are incorporated and form part of this Prospectus.
No representation, warranty or undertaking, express or implied, is made and no responsibility or
liability is accepted by the Dealers as to the accuracy or completeness of the information contained or
incorporated in this Prospectus or any other information provided by any Issuer in connection with the
Programme. No Dealer accepts any liability in relation to the information contained or incorporated by
reference in this Prospectus or any other information provided by any Issuer in connection with the
Programme.
No person is or has been authorised by any Issuer 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 Programme or the Notes and, if given or made, such information or representation must
not be relied upon as having been authorised by any of the Issuers or any of the Dealers.
Neither this Prospectus nor any other information supplied in connection with the Programme or
any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as
a recommendation by any of the Issuers or any of the Dealers that any recipient of this Prospectus or any
other information supplied in connection with the Programme or any Notes should purchase any Notes.
Each investor contemplating purchasing any Notes should make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness, of any of the Issuers. Neither
this Prospectus nor any other information supplied in connection with the Programme or the issue of any
Notes constitutes an offer or invitation by or on behalf of any of the Issuers or any of the Dealers to any
person to subscribe for or to purchase any Notes.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained in it concerning any Issuer is correct at any time
subsequent to its date or that any other information supplied in connection with the Programme is correct as
of any time subsequent to the date indicated in the document containing the same. The Dealers expressly do
not undertake to review the financial condition or affairs of any Issuer during the life of the Programme or
to advise any investor in Notes issued under the Programme of any information coming to their attention.

3

IMPORTANT EEA RETAIL INVESTORS  If the Final Terms in respect of any Notes (or
Pricing Supplement, in the case of Exempt Notes) includes a legend entitled "Prohibition of Sales to EEA
Retail Investors", the Notes are not intended to be offered, sold or otherwise made available to and should
not be offered, sold or otherwise made available to any retail investor in the European Economic Area
("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer
within the meaning of Directive 2002/92/EC (as amended the "Insurance Mediation Directive"), where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
(iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the "Prospectus Directive").
Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the
"PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
MiFID II product governance / target market The Final Terms in respect of any Notes (or
Pricing Supplement, in the case of Exempt Notes) will include a legend entitled "MiFID II product
governance" which will outline the target market assessment in respect of the Notes and which channels for
distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the
Notes (a "distributor") should take into consideration the target market assessment; however, a distributor
subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes
(by either adopting or refining the target market assessment) and determining appropriate distribution
channels.
A determination will be made in relation to each issue about whether, for the purpose of the Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any
Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the
Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the
MIFID Product Governance Rules.

4

IMPORTANT INFORMATION RELATING TO THE USE OF THIS PROSPECTUS AND OFFERS OF
NOTES GENERALLY
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in
any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction.
The distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. Each Issuer and the Dealers do not represent that this Prospectus may be lawfully distributed,
or that any Notes may be lawfully offered, in compliance with any applicable registration or other
requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any
responsibility for facilitating any such distribution or offering. In particular, no action has been taken by any
of the Issuers or the Dealers which is intended to permit a public offering of any Notes or distribution of this
document in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be
offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering
material may be distributed or published in any jurisdiction, except under circumstances that will result in
compliance with any applicable laws and regulations. Persons into whose possession this Prospectus or any
Notes may come must inform themselves about, and observe, any such restrictions on the distribution of this
Prospectus and the offering and sale of Notes. In particular, there are restrictions on the distribution of this
Prospectus and the offer or sale of Notes in the United States, the EEA (including the United Kingdom) and
Japan (see "Subscription and Sale").
This Prospectus has been prepared on the basis that any offer of Notes in any Member State of the
EEA which has implemented the Prospectus Directive (each, a "Relevant Member State") must be made
pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for
offers of Notes. Accordingly any person making or intending to make an offer of Notes in that Relevant
Member State may only do so in circumstances in which no obligation arises for the relevant Issuer or any
Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus
pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the
relevant Issuer nor any Dealer have authorised, nor do they authorise, the making of any offer of Notes in
circumstances in which an obligation arises for the relevant Issuer or any Dealer to publish or supplement a
prospectus for such offer. The Notes may not be a suitable investment for all investors. Each potential
investor in the Notes must determine the suitability of that investment in light of its own circumstances. In
particular, each potential investor 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 Notes, the
merits and risks of investing in the Notes and the information contained or incorporated by reference in this
Offering Circular 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 Notes and the impact the Notes 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
Notes, including Notes with principal or interest payable in one or more currencies, or where the currency
for principal or interest payments is different from the potential investor's currency;
(iv)
understands thoroughly the terms of the Notes and is familiar with the behaviour of any
relevant indices and financial markets; and
(v)
is able to evaluate (either alone or with the help of a financial adviser) possible scenarios
for economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
Legal investment considerations may restrict certain investments. The investment activities of certain
investors are subject to 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) Notes are
legal investments for it, (2) Notes can be used as collateral for various types of borrowing and (3) other
restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal

5

advisers or the appropriate regulators to determine the appropriate treatment of Notes under any applicable
risk-based capital or similar rules.
PRESENTATION OF OTHER INFORMATION
All references in this document to "U.S. dollars", "U.S.$" and "$" are to United States dollars, all
references to "Yen" and "¥" are to Japanese Yen and all references to "NOK" are to Norwegian Kroner. In
addition, all references to "Sterling" and "£" refer to pounds sterling and 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.
TABLE OF CONTENTS
Overview of the Programme ................................. 7
The Sparebank 1 Alliance ................................... 87
Risk Factors ......................................................... 13
Business Description of Sparebank 1
Documents Incorporated by Reference ............... 27
SMN ....................................................... 89
Form of the Notes ................................................ 30
Taxation ............................................................ 115
Applicable Final Terms ....................................... 32
Subscription and Sale ........................................ 118
Terms and Conditions of the Notes ..................... 57
General Information .......................................... 122
Use of Proceeds ................................................... 86

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

6

OVERVIEW OF THE PROGRAMME
The following overview does not purport to be complete and is taken from, and is qualified in its
entirety by, the remainder of this Prospectus and, in relation to the terms and conditions of any particular
Tranche of Notes, the applicable Final Terms (or, in the case of Exempt Notes, the applicable Pricing
Supplement).
This Overview constitutes a general description of the Programme for the purposes of Article
22.5(3) of Commission Regulation (EC) No 809/2004 implementing Directive 2003/71/EC (the "Prospectus
Regulation").
Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes"
shall have the same meanings in this Overview.

Issuers:
SpareBank 1 SMN

SpareBank 1 Nord-Norge

SpareBank 1 Østlandet
Legal Identifier Number (LEI)
SpareBank 1 SMN: 7V6Z97IO7R1SEAO84Q32

SpareBank 1 Nord-Norge: 549300SXM92LQ05OJQ76

SpareBank 1 Østlandet: 549300VRM6G42M8OWN49
Guarantor:
None
Description:
Euro Medium Term Note Programme
Arranger:
Merrill Lynch International
Dealers:
Barclays Bank PLC

Commerzbank Aktiengesellschaft

HSBC Bank plc

J.P. Morgan Securities plc
Landesbank Baden-Württemberg

Merrill Lynch International

UBS Limited

and any other Dealers appointed in accordance with the Programme
Agreement.
Risk Factors:
There are certain factors that may affect the relevant Issuer's ability to
fulfil its obligations under Notes issued under the Programme. In
addition, there are certain factors which are material for the purpose of
assessing the market risks associated with Notes issued under the
Programme, including the fact that the Notes may not be a suitable
investment for all investors, and risks relating to the structure of
particular Series of Notes issued under the Programme. All of these
are set out under "Risk Factors".
Certain Restrictions:
Each issue of Notes denominated in a currency in respect of which
particular laws, guidelines, regulations, restrictions or reporting
requirements apply will only be issued in circumstances which comply
with such laws, guidelines, regulations, restrictions or reporting
requirements from time to time (see "Subscription and Sale")
including the following restrictions applicable at the date of this

7

Prospectus.

Notes having a maturity of less than one year

Notes having a maturity of less than one year will, if the issue
proceeds are accepted in the United Kingdom, constitute deposits for
the purposes of the prohibition on accepting deposits contained in
section 19 of the Financial Services and Markets Act 2000 ("FSMA")
unless they are issued to a limited class of professional investors and
have a denomination of at least £100,000 or its equivalent (see
"Subscription and Sale").

Under Part II of the Prospectus Act 2005 on prospectuses for securities
which implements Directive 2003/71/EC, prospectuses for the
admission to trading of money market instruments having a maturity
at issue of less than 12 months and complying also with the definition
of securities are not subject to the approval provisions of Part II of
such Act. The approval of the Prospectus by the CSSF does not cover
such money market instruments with a maturity of less than twelve
months.
Issuing and Principal Paying
Citibank, N.A., London Branch
Agent:
Paying Agent and Luxembourg
Banque Internationale à Luxembourg S.A.
Listing Agent:
Programme Size:
Up to 10,000,000,000 (or its equivalent in other currencies calculated
as described in the Programme Agreement) outstanding at any time.
The Issuers may increase the amount of the Programme in accordance
with the terms of the Programme Agreement.
Distribution:
Notes may be distributed by way of private or public placement and in
each case on a syndicated or non-syndicated basis.
Currencies:
Subject to any applicable legal or regulatory restrictions, Notes may be
denominated in euro (as defined), Norwegian Kroner, U.S. dollars,
Yen, Sterling and any other currency agreed between the relevant
Issuer and the relevant Dealer.
Maturities:
The Notes will have such maturities as may be agreed between the
relevant Issuer and the relevant Dealer, subject to such minimum or
maximum maturities as may be allowed or required from time to time
by the relevant central bank (or equivalent body) or any laws or
regulations applicable to the relevant Issuer or the relevant Specified
Currency. Unless otherwise permitted by then current laws,
regulations and directives, Subordinated Notes will have a minimum
maturity of at least five years.
Issue Price:
Notes may be issued on a fully-paid or, in the case of Exempt Notes, a
partly-paid basis and at an issue price which is at par or at a discount
to, or premium over, par.
Form of Notes:
The Notes will be issued in bearer form as described in "Form of the
Notes".

8

Fixed Rate Notes:
Fixed interest will be payable on such date or dates as may be agreed
between the relevant Issuer and the relevant Dealer and on
redemption, and will be calculated on the basis of such Day Count
Fraction as may be agreed between the relevant Issuer and the relevant
Dealer.
Floating Rate Notes:
Floating Rate Notes will bear interest at a rate determined:

(i)
on the same basis as the floating rate under a notional interest
rate swap transaction in the relevant Specified Currency
governed by an agreement incorporating the 2006 ISDA
Definitions (as published by the International Swaps and
Derivatives Association, Inc., and as amended and updated as
at the Issue Date of the first Tranche of the Notes of the
relevant Series); or

(ii)
on the basis of the reference rate set out in the applicable Final
Terms (or, in the case of Exempt Notes, Pricing Supplement).

Interest on Floating Rate Notes in respect of each Interest Period, as
agreed prior to issue by the relevant Issuer and the relevant Dealer,
will be payable on such Interest Payment Dates, and will be calculated
on the basis of such Day Count Fraction, as may be agreed between
the relevant Issuer and the relevant Dealer.

The margin (if any) relating to such floating rate will be agreed
between the relevant Issuer and the relevant Dealer for each Series of
Floating Rate Notes.

Floating Rate Notes may also have a maximum interest rate, a
minimum interest rate or both.
Zero Coupon Notes:
Zero Coupon Notes will be offered and sold at a discount to their
nominal amount and will not bear interest.
Exempt Notes:
Each Issuer may issue Exempt Notes which are Index Linked Notes,
Dual Currency Notes, Partly Paid Notes or Notes redeemable in one or
more instalments.

Index Linked Notes: Payments of principal in respect of Index Linked
Redemption Notes or of interest in respect of Index Linked Interest
Notes will be calculated by reference to such index and/or formula or
to changes in the prices of securities or commodities or to such other
factors as the relevant Issuer and the relevant Dealer may agree.

Dual Currency Notes: Payments (whether in respect of principal or
interest and whether at maturity or otherwise) in respect of Dual
Currency Notes will be made in such currencies, and based on such
rates of exchange, as the relevant Issuer and the relevant Dealer may
agree.

Partly Paid Notes: The Issuers may issue Notes in respect of which
the issue price is paid in separate instalments in such amounts and on
such dates as the relevant Issuer and the relevant Dealer may agree.

9

Notes redeemable in instalments: The Issuers may issue Notes which
may be redeemed in separate instalments in such amounts and on such
dates as the relevant Issuer and the relevant Dealer may agree.

The relevant Issuer may agree with any Dealer that Exempt Notes may
be issued in a form not contemplated by the Terms and Conditions of
the Notes, in which event the relevant provisions will be included in
the applicable Pricing Supplement.
Redemption:
The applicable Final Terms (or, in the case of Exempt Notes, the
applicable Pricing Supplement) will indicate the scheduled maturity
date (which in the case of Subordinated Notes, must be at least five
years after the issue date) and will also indicate either that the relevant
Notes cannot be redeemed prior to their stated maturity (other than in
the case of Exempt Notes in specified instalments, if applicable, or for
taxation reasons or (in the case of Unsubordinated Notes) following an
Event of Default) or that such Notes will be redeemable at the option
of the relevant Issuer (which, in respect of Subordinated Notes, may
not take place prior to the fifth anniversary of the Issue Date) and/or
the Noteholders (which, in respect of Subordinated Notes, may not
take place prior to the fifth anniversary of the Issue Date) in each case
upon giving not less than 15 nor more than 30 days' irrevocable notice
(or such other notice period (if any) as is indicated in the applicable
Final Terms) to the Noteholders or the relevant Issuer, as the case may
be, on a date or dates specified prior to such stated maturity and at a
price or prices and on such other terms as may be agreed between the
relevant Issuer and the relevant Dealer.

Unless previously redeemed or purchased and cancelled, each Note
which is not an Exempt Note will be redeemed by the relevant Issuer
at least at 100 per cent. of its nominal value on its scheduled maturity
date.

No early redemption of Subordinated Notes may take place without
the prior written consent of the Financial Supervisory Authority of
Norway (Finanstilsynet) ("FSAN").

Notes having a maturity of less than one year may be subject to
restrictions on their denomination and distribution (see "Certain
Restrictions: Notes having a maturity of less than one year" above).
Denomination of Notes:
Notes will be issued in such denominations as may be agreed between
the relevant Issuer and the relevant Dealer save that the minimum
denomination of each Note will be such as may be allowed or required
from time to time by the relevant central bank (or equivalent body) or
any laws or regulations applicable to the relevant Specified Currency
(see "Certain Restrictions: Notes having a maturity of less than one
year" above), and save that the minimum denomination of each Note
(other than an Exempt Note) will be 100,000 (or, if the Notes are
denominated in a currency other than euro, the equivalent amount in
such currency).
Taxation:
All payments in respect of the Notes will be made without deduction
for or on account of withholding taxes imposed by the Kingdom of
Norway as provided in Condition 7. In the event that any such

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