Obligation Kommunalbanken 0.875% ( XS2133326947 ) en USD

Société émettrice	Kommunalbanken
Prix sur le marché	99.99 % ▲
Pays	Norvege
Code ISIN	XS2133326947 ( en USD )
Coupon	0.875% par an ( paiement semestriel )
Echéance	11/03/2025 - Obligation échue
Prospectus brochure sous format PDF
Montant Minimal	/
Montant de l'émission	/
Description détaillée	Kommunalbanken est une banque publique norvégienne qui fournit des services financiers aux municipalités et aux autres entités publiques norvégiennes. L'Obligation émise par Kommunalbanken ( Norvege ) , en USD, avec le code ISIN XS2133326947, paye un coupon de 0.875% par an. Le paiement des coupons est semestriel et la maturité de l'Obligation est le 11/03/2025

BASE PROSPECTUS

The Norwegian Local Government Funding Agency
KOMMUNALBANKEN AS
Incorporated with limited liability in the Kingdom of Norway
Programme For The Issuance Of Debt Instruments
Application has been made to the Luxembourg Stock Exchange for debt instruments (the "Instruments") issued under the programme (the
"Programme") described in this document (as amended or supplemented, the "Base Prospectus") to be admitted to listing on the official list
and to trading on the regulated market of the Luxembourg Stock Exchange during the period of twelve months after the date of this document.
The regulated market of the Luxembourg Stock Exchange is a regulated market for the purposes of Directive 2014/65/EU on markets in
financial instruments (as amended, "MiFID II"). Application will also be made for Instruments issued under this Base Prospectus to be admitted
to listing on the Official List of the United Kingdom Financial Conduct Authority (the "FCA") and to trading on the Regulated Market of the
London Stock Exchange plc (the "London Stock Exchange") during the period of twelve months after the date of this Base Prospectus. The
Regulated Market of the London Stock Exchange is a regulated market for the purposes of MiFID II. Instruments may also be issued under the
Programme which are unlisted or which will be admitted to listing, trading and/or quotation by any other listing authority, stock exchange
and/or quotation system.
Application has been made to the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent
authority in Luxembourg for the purpose of the Luxembourg law dated 10 July 2005 on prospectuses for securities, as amended (the
"Luxembourg Prospectus Law"), which implements the Prospectus Directive (as defined herein) to approve this Base Prospectus as a base
prospectus issued in compliance with the Prospectus Directive and the relevant implementing provisions of the Luxembourg Prospectus Law.
This Base Prospectus constitutes a Base Prospectus for the purposes of Article 5.4 of the Prospectus Directive (as defined herein). By approving
the Base Prospectus the CSSF gives no undertaking as to the economic and financial opportuneness of the transaction contemplated by this
Base Prospectus or the quality or solvency of the Issuer in line with the provisions of Article 7(7) of the Luxembourg Prospectus Law.
Secondary offerings (uridashi) of Instruments may be made in Japan. Pursuant to the Prospectus Directive, a prospectus is required to be
published when securities are offered to the public or admitted to trading on a regulated market in an EU Member State and the CSSF has
approved this Base Prospectus for such purposes, as described above. This Base Prospectus does not constitute an approved document for the
purposes of any secondary offerings (uridashi) of Instruments made in Japan.
The Instruments have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with
any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold or delivered within the
United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S ("Regulation S") under the Securities Act), except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
The Instruments are being offered and sold (i) outside the United States to non-U.S. persons in reliance on Regulation S (the "Regulation S
Instruments") and (ii) within the United States to persons who are both "qualified institutional buyers" (each, a "QIB") within the meaning of
Rule 144A ("Rule 144A") under the Securities Act and "qualified purchasers" (each, a "QP") within the meaning of Section 2(a)(51)(A) of
the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"), and the rules and regulations thereunder, in each
case acting for their own account or for the account of one or more QIBs who are also QPs in reliance on Rule 144A (the "Rule 144A
Instruments"). Instruments may not be issued under the Programme with a denomination of less than EUR1,000 (or equivalent in another
currency) (except under secondary offerings (uridashi) in Japan) and, in the case of Rule 144A Instruments and any Instruments issued as part
of a Tranche (as defined herein) of Instruments that contain both Regulation S Instruments and Rule 144A Instruments, U.S.$100,000 (or
equivalent in another currency). Prospective purchasers are hereby notified that sellers of the Instruments may be relying on the exemption
from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of these and certain further restrictions on
offers, sales and transfers of Instruments and the distribution of this Base Prospectus, see "Subscription and Sale" and "Transfer Restrictions".
There are certain risks related to the issue of Instruments under the Programme which investors should ensure they fully understand (see "Risk
Factors" on page 16 of this Base Prospectus).

Arranger for the Programme
MORGAN STANLEY
Dealers
BARCLAYS
BOFA MERRILL LYNCH
BNP PARIBAS
CITIGROUP
CRÉDIT AGRICOLE CIB
DAIWA CAPITAL MARKETS EUROPE
DEUTSCHE BANK
GOLDMAN SACHS INTERNATIONAL
HSBC
J.P. MORGAN
KOMMUNALBANKEN AS
MIZUHO SECURITIES
MUFG
MORGAN STANLEY
NOMURA
RBC CAPITAL MARKETS
SEB
SMBC NIKKO
TOKAI TOKYO SECURITIES EUROPE LIMITED
UBS INVESTMENT BANK
22 March 2019
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This Base Prospectus may only be used for the purpose for which it has been published.
Kommunalbanken AS (the "Issuer") (in relation to itself and the Instruments only) accepts responsibility
for the information contained in this Base Prospectus and any applicable Final Terms (as defined herein).
The Issuer declares that, having taken all reasonable care to ensure that such is the case, the information
contained in this Base Prospectus is, to the best of its knowledge, in accordance with the facts and contains
no omission likely to affect its import.
Each Tranche of Instruments will be issued on the terms set out herein under "Terms and Conditions of the
Instruments" (the "Conditions"), as completed by a document specific to such Tranche called final terms
(the "Final Terms") or as amended and/or replaced in a separate prospectus specific to such Tranche (the
"Drawdown Prospectus") as described under "Final Terms and Drawdown Prospectuses" below. In the
case of a Tranche of Instruments which is the subject of a Drawdown Prospectus, each reference in this
Base Prospectus to (1) information being specified or identified in the relevant Final Terms shall be read
and construed as a reference to such information being specified or identified in the relevant Drawdown
Prospectus and (2) terms being completed by the relevant Final Terms shall be read and construed as a
reference to such terms being supplemented, amended and/or replaced by the relevant Drawdown
Prospectus, unless the context requires otherwise.
This document should be read and construed together with any supplement hereto and any other information
deemed to be incorporated by reference herein and, in relation to any Tranche of Instruments which is the
subject of Final Terms, should be read and construed together with the relevant Final Terms.
The Issuer has confirmed to the dealers (the "Dealers") named under "Subscription and Sale" below that
this Base Prospectus contains all information which is material in the context of the Instruments; that the
Base Prospectus is true, accurate and complete in all material respects and is not misleading; that the
opinions and intentions expressed therein are honestly held and based on reasonable assumptions; that there
are no other facts in relation to the information contained or incorporated by reference in this Base
Prospectus or in relation to such opinions or intentions the omission of which would, in the context of the
Programme or the issue of the Instruments, make any statement in this Base Prospectus or the opinions or
intentions expressed therein misleading in any material respect; and that all reasonable enquiries have been
made to verify the foregoing. The Issuer has further confirmed to the Dealers that this Base Prospectus
contains all such information as may be required by all applicable laws, rules and regulations and the
information in the section of this Base Prospectus under the heading "Summary" is not misleading,
inaccurate or inconsistent when read with the rest of this Base Prospectus.
No person has been authorised by the Issuer to give any information or to make any representation not
contained in or not consistent with this Base Prospectus or any documents incorporated by reference herein
or other document entered into in relation to the Programme or any information supplied by the Issuer or
such other information as is in the public domain and, if given or made, such information or representation
should not be relied upon as having been authorised by the Issuer or any Dealer.
No representation or warranty is made or implied by the Dealers or any of their respective affiliates, and
neither the Dealers nor any of their respective affiliates makes any representation or warranty or accepts
any responsibility, as to the accuracy or completeness of the information contained in this Base Prospectus.
Neither the delivery of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any
Instrument shall, in any circumstances, create any implication that the information contained in this Base
Prospectus is true subsequent to the date thereof or the date upon which this Base Prospectus has been most
recently amended or supplemented or that there has been no adverse change in the financial or trading
position of the Issuer since the date thereof or, if later, the date upon which this Base Prospectus has been
most recently amended or supplemented or that any other information supplied in connection with the
Programme is correct at any time subsequent to the date on which it is supplied or, if different, the date
indicated in the document containing the same.
The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the
Instruments in certain jurisdictions may be restricted by law. Persons into whose possession this Base
Prospectus or any Final Terms comes are required by the Issuer and the Dealers to inform themselves about
and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries
of Instruments and on the distribution of this Base Prospectus or any Final Terms and other offering material
relating to the Instruments, see "Subscription and Sale".
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The Instruments 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 include Instruments in
bearer form, which are subject to U.S. tax law requirements. Instruments may not be offered, sold or
delivered within the United States or to, or for the account or benefit of, U.S. persons, except in transactions
exempt from the registration requirements of the Securities Act.
THE INSTRUMENTS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S.
SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN
THE UNITED STATES OR ANY OTHER U.S. REGULATORY AUTHORITY, AND NONE OF
THE FOREGOING AUTHORITIES HAVE PASSED UPON OR ENDORSED THE MERITS OF
THE OFFERING OF INSTRUMENTS OR THE ACCURACY OR THE ADEQUACY OF THIS
BASE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENCE IN THE UNITED STATES.
The Instruments are being offered and sold outside the United States only to persons that are non-U.S.
persons in reliance on Regulation S and within the United States only to QIBs that are also QPs in reliance
on Rule 144A. Prospective purchasers are hereby notified that sellers of the Instruments may be relying on
the exemption from the provision of Section 5 of the Securities Act provided by Rule 144A. Instruments
may not lawfully be offered or sold to persons in the United Kingdom otherwise than in compliance with
the Prospectus Directive and any applicable law. For a description of these and certain further restrictions
on offers, sales, and transfers of Instruments and distribution of this Base Prospectus, see "Subscription and
Sale" and "Transfer Restrictions".
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or
purchase any Instruments and should not be considered as a recommendation by the Issuer, the Dealers or
any of them that any recipient of this Base Prospectus or any Final Terms should subscribe for or purchase
any Instruments. Each recipient of this Base Prospectus or any Final Terms shall be taken to have made its
own investigation and appraisal of the condition (financial or otherwise) of the Issuer.
Redemption of some Instruments may be made by delivery or transfer of securities or instrument(s) in a
company or fund (e.g., shares of a company or fund shares of an exchange traded fund). The shares of
underlying entities which may be delivered (as the case may be) upon redemption of Physical Delivery
Instruments (as defined in the Conditions) are not shares in the Issuer.
As a result of the implementation of the BRRD (as defined herein) into Norwegian law, holders of the
Instruments may be subject to write-down or conversion into equity on any application of the general bail-
in tool and non-viability loss absorption, which may result in such holders losing some or all of their
investment. See "Risk Factors - Risks Relating to the Issuer - Implementation of the Bank Recovery and
Resolution Directive in Norway", "Risk Factors - Risks Relating to the Instruments - Under the terms of the
Instruments, investors will agree to be bound by and consent to the exercise of any Norwegian bail-in power
by the Norwegian resolution authority" and Condition 20 (Acknowledgement of Bail-in and Loss
Absorption Powers) in the Conditions.
IMPORTANT EEA RETAIL INVESTORS
If the applicable Final Terms in respect of any Instruments includes a legend entitled "Prohibition of Sales
to EEA Retail Investors", the Instruments are not intended to be offered, sold or otherwise made available
to and should not be offered, sold or otherwise made available to any retail investor in the EEA (as defined
below). 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 or superseded), where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key
information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation")
for offering or selling the Instruments or otherwise making them available to retail investors in the EEA
has been prepared and therefore offering or selling the Instruments 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 applicable Final Terms or Drawdown Prospectus in respect of any Instruments may include a legend
entitled "MiFID II Product Governance" which will outline the target market assessment in respect of the
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Instruments and which channels for distribution of the Instruments are appropriate. Any person
subsequently offering, selling or recommending the Instruments (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 Instruments (by either adopting or refining
the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"),
any Dealer subscribing for any Instruments is a manufacturer in respect of such Instruments, 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.
IMPORTANT INDEX LINKED INSTRUMENTS
By purchasing an Index Linked Instrument (as defined herein) referencing an index with one or more
underlying U.S. securities, an investor will be deemed to represent that it has not taken, and will not take,
any short position with respect to any of the underlying components of the relevant index that would cause
it to cease to be a Qualified Index (as defined herein) with respect to such investor, see "Risk Factors -
Risks Relating to the Instruments - U.S. withholding tax may apply to Instruments with payments linked to
dividends paid by U.S. issuers".
PRODUCT CLASSIFICATION PURSUANT TO SECTION 309B OF THE
SECURITIES AND FUTURES ACT (CHAPTER 289 OF SINGAPORE)

The Final Terms in respect of any Instruments may include a legend entitled "Singapore Securities and
Futures Act Product Classification" which will state the product classification of the Instruments pursuant
to section 309B(1) of the Securities and Futures Act (Chapter 289 of Singapore) (the "SFA"). The Issuer
will make a determination in relation to each issue about the classification of the Instruments being offered
for purposes of section 309B(1)(a). Any such legend included on the relevant Final Terms will constitute
notice to "relevant persons" for purposes of section 309B(1)(c) of the SFA.

BENCHMARK REGULATION
Interest and/or other amounts payable under the Instruments may be calculated by reference to certain
indices and reference rates, including BBSW, BKBM, EURIBOR, EONIA, LIBOR, NIBOR, SOFR,
SONIA, STIBOR and the U.S. Federal Funds Rate (each as defined herein). Any such reference rate or
index may constitute a benchmark for the purposes of Regulation (EU) 2016/1011 (the "Benchmark
Regulation"). As at the date of this Base Prospectus, ICE Benchmark Administration Limited, the
administrator of LIBOR, is included in register of administrators and benchmarks established and
maintained by the European Securities and Markets Authority ("ESMA") pursuant to Article 36 (Register
of administrators and benchmarks) of the Benchmark Regulation. As at the date of this Base Prospectus,
none of the Australian Securities Exchange, the administrator of BBSW, the New Zealand Financial
Markets Association, the administrator of BKBM, the European Money Markets Institute, the administrator
of EONIA and EURIBOR, Norske Finansielle Referanser AS, the administrator of NIBOR, the Federal
Reserve Bank of New York, the administrator of SOFR and the U.S. Federal Funds Rate, the Bank of
England, the administrator of SONIA, and Financial Benchmarks Sweden AB, the administrator of
STIBOR are included in ESMA's register of administrators and benchmarks under the Benchmarks
Regulation. However, Article 51 (Transitional provisions) of the Benchmark Regulation provides that
providers already providing a benchmark on 30 June 2016 have until 1 January 2020 to apply for
authorisation or registration in accordance with Article 34 (Authorisation and registration of an
administrator) of the Benchmark Regulation and may continue to provide such an existing benchmark until
1 January 2020 or, where the provider submits an application for authorisation or registration, unless and
until such authorisation or registration is refused. Such transitional provisions may have the result that the
administrator of a particular benchmark is not required to appear in the register of administrators and
benchmarks at the date of the Final Terms. The registration status of any administrator under the Benchmark
Regulation is a matter of public record and, save where required by applicable law, the Issuer does not
intend to update the Final Terms to reflect any change in the registration status of the administrator.
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DEFINITIONS
In this Base Prospectus, unless otherwise specified, references to the "EEA" are references to the European
Economic Area, references to a "Member State" are references to a Member State of the EEA, references
to a "Relevant Member State" are references to a Member State of the EEA which has implemented the
Prospectus Directive, the expression "Prospectus Directive" means Directive 2003/71/EC (as amended or
superseded), and includes any relevant implementing measure in the Relevant Member State, references to
"EUR", "" or "euro" are to the currency introduced at the start of the third stage of European economic
and monetary union, and as defined in Article 2 of Council Regulation (EC) No 974/98 of 3 May 1998 on
the introduction of the euro, as amended, references to "U.S.$", "USD" and "U.S. dollars" are to the lawful
currency of the United States, references to "£", "Sterling" and "Pound Sterling" are to the lawful currency
of the United Kingdom, references to "JPY" and "Japanese Yen" are to the lawful currency of Japan,
references to "NOK" and "Norwegian krone" are to the lawful currency of the Kingdom of Norway,
references to "Renminbi" and "CNY" are to the lawful currency of the People's Republic of China
(excluding the Hong Kong Special Administrative Region of the PRC, the Macau Special Administrative
Region of the PRC and Taiwan) (the "PRC"), references to "S$" are to the lawful currency of Singapore,
references to "Moody's" are to Moody's Investors Service Cyprus Limited and references to "S&P" are
references to S&P Global Ratings Europe Limited.
Any reference in this Base Prospectus to any legislation (whether primary legislation or other subsidiary
legislation made pursuant to primary legislation) shall be construed as a reference to such legislation as the
same may have been, or may from time to time be, amended, superseded or re-enacted.
ENFORCEMENT OF FOREIGN JUDGMENTS
The Issuer is a government funding agency incorporated under the laws of the Kingdom of Norway. All of
the officers and directors named herein reside outside of the United States and all or a substantial portion
of the assets of the Issuer and its officers and directors are located outside the United States. As a result,
prospective investors may have difficulties effecting service of process in the United States upon the Issuer
or such persons in connection with any lawsuits related to the Instruments, including actions arising under
the federal securities laws of the United States. In addition, investors may have difficulties in enforcing in
original actions brought in courts in jurisdictions outside the United States, liabilities predicated upon U.S.
securities laws.
AVAILABLE INFORMATION
The Issuer has agreed that, for so long as any Instruments are "restricted securities" as defined in
Rule 144(a)(3) under the Securities Act, it will during any period that it is neither subject to Section 13 or
15(d) of the U.S. Securities and Exchange Act of 1934, as amended (the "Exchange Act"), nor exempt
from reporting pursuant to Rule 12g3-2(b) thereunder furnish, upon request, to any holder or beneficial
owner of Instruments or any prospective purchaser designated by any such holder or beneficial owner, the
information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
STABILISATION
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF INSTRUMENTS, THE DEALER OR
DEALERS (IF ANY) NAMED AS THE STABILISING MANAGER(S) IN THE APPLICABLE FINAL
TERMS (THE "STABILISING MANAGER(S)") (OR PERSONS ACTING ON BEHALF OF ANY
STABILISING MANAGER(S)) MAY OVERALLOT INSTRUMENTS OR EFFECT TRANSACTIONS
WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE INSTRUMENTS 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 FINAL TERMS OF THE OFFER OF THE RELEVANT TRANCHE OF INSTRUMENTS 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
INSTRUMENTS AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE RELEVANT
TRANCHE OF INSTRUMENTS. ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST
BE CONDUCTED BY THE STABILISING MANAGER(S) (OR PERSONS ACTING ON BEHALF OF
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THE STABILISING MANAGER(S)) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND
RULES.
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FORWARD-LOOKING STATEMENTS
This Base Prospectus includes "forward-looking statements". All statements other than statements of
historical fact included in this Base Prospectus, including, without limitation, those regarding the Issuer's
financial position, business strategy, plans and objectives of management for future operations, are forward-
looking statements. These forward-looking statements are identified by their use of terms and phrases such
as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will"
and similar terms and phrases, including references to assumptions.
Such forward-looking statements involve known and unknown risks, uncertainties and other factors which
may cause the actual results, performance or achievements, or industry results. These factors include, but
are not limited to, the following:
·
competitive pressure;
·
market conditions;
·
volatility in interest rates;
·
operational risk;
·
counterparty risk;
·
liquidity risk;
·
the occurrence of catastrophic events, terrorist attacks and similar events;
·
significant adverse regulatory developments, including changes in tax law;
·
a downgrade in the Issuer's credit ratings;
·
an interruption, failure or breach of the Issuer's operational system;
·
the ineffectiveness of the Issuer's risk management policies and procedures; and
·
requirements to make additional pension contributions.
The Issuer's risks are more specifically described under "Risk Factors". If one or more of these risks or
uncertainties materialise, or if underlying assumptions prove incorrect, the Issuer's actual results,
performance or achievements or industry results may be materially different from any future results,
performance or achievements expressed or implied by such forward-looking statements. Such forward-
looking statements are based on numerous assumptions regarding the Issuer's present and future business
strategies and the environment in which the Issuer will operate in the future. These forward-looking
statements speak only as of the date of this Base Prospectus or as of such earlier date at which such
statements are expressed to be given. The Issuer expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any forward-looking statement contained herein to reflect any
change in the Issuer's expectations with regard thereto or any change in events, conditions or circumstances
on which any such statement is based.

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CONTENTS

Page
SUMMARY ................................................................................................................................................. 1
RISK FACTORS ........................................................................................................................................ 17
IMPORTANT INFORMATION RELATING TO PUBLIC OFFERS OF INSTRUMENTS ................... 36
INFORMATION INCORPORATED BY REFERENCE .......................................................................... 42
FINAL TERMS AND DRAWDOWN PROSPECTUSES ........................................................................ 45
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................. 46
RATINGS ................................................................................................................................................... 47
TERMS AND CONDITIONS OF THE INSTRUMENTS ........................................................................ 49
PROVISIONS RELATING TO THE INSTRUMENTS WHILST IN GLOBAL FORM ....................... 178
FORM OF FINAL TERMS ...................................................................................................................... 185
USE OF PROCEEDS ............................................................................................................................... 229
KOMMUNALBANKEN AS ................................................................................................................... 230
TAXATION ............................................................................................................................................. 235
CERTAIN ERISA CONSIDERATIONS ................................................................................................. 250
SUBSCRIPTION AND SALE ................................................................................................................. 253
TRANSFER RESTRICTIONS ................................................................................................................ 260
CLEARING AND SETTLEMENT.......................................................................................................... 265
GENERAL INFORMATION .................................................................................................................. 269

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SUMMARY
Summaries are made up of disclosure requirements known as "Elements". These elements are numbered in
Sections A - E (A.1 - E.7).
This summary contains all the Elements required to be included in a summary for this type of securities
and issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering
sequence of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of securities
and issuer, it is possible that no relevant information can be given regarding the Element. In this case a
short description of the Element is included in the summary with the mention of "Not Applicable".

Section A - Introduction and Warnings
A.1
Introduction:
This summary should be read as introduction to the Base
Prospectus; and any decision to invest in the Instruments should be
based on consideration of the Base Prospectus as a whole by the
investor. Where a claim relating to the information contained in the
Base Prospectus is brought before a court, the plaintiff investor
might, under the national legislation of the Member State, have to
bear the costs of translating the Base Prospectus before the legal
proceedings are initiated. Civil liability attaches only to those
persons who have tabled the summary including any translation
thereof, but only if the summary is misleading, inaccurate or
inconsistent when read together with the other parts of the Base
Prospectus or it does not provide, when read together with the other
parts of the Base Prospectus, key information in order to aid
investors when considering whether to invest in such Instruments.
A.2
Consent:
Certain Tranches of Instruments with a denomination of less than
EUR100,000 (or its equivalent in any other currency) may be offered
to the public in any Member State of the European Economic Area
which has implemented the Prospectus Directive in circumstances
where there is no exemption from the obligation under the
Prospectus Directive to publish a prospectus. Any such offer is
referred to as a "Public Offer".

[Not Applicable. The Instruments are issued in denominations of at
least EUR100,000 (or its equivalent in any other currency)/No
Public Offer of the Instruments will be made.]

[General/Specific Consent:] [The Issuer consents to the use of the
Base Prospectus in connection with a Public Offer of the Instruments
by [the Managers/any financial intermediary to whom it has given
its consent to use this Base Prospectus (an "Authorised
Offeror")/any financial intermediary which is authorised to make
such offers under Directive 2014/65/EU (as amended, MiFID II)] on
the following basis:

(a) the relevant Public Offer must occur during the period from and
including [] to but excluding [] (the "Offer Period") in
[Belgium/France/Germany/Luxembourg/Norway/the
United
Kingdom] (the "Public Offer Jurisdiction(s)");
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[(b) the relevant Authorised Offeror must satisfy the following
conditions: [].]
[In addition to the above, for the consent to be valid the relevant
Authorised Offeror must also publish an acceptance statement on its
website.]]
Authorised Offerors will provide information to Investors on the
terms and conditions of the Public Offer of the relevant
Instruments at the time such Public Offer is made by the
Authorised Offeror to the Investor.

Section B Issuer
B.1
Legal name of the
Kommunalbanken AS ("KBN" or the "Issuer")
Issuer:

Commercial name
Kommunalbanken Norway (KBN)
of the Issuer:
B.2
Domicile, legal
The Issuer is registered in Oslo, Norway as a joint stock company
form, legislation
under the Norwegian law for limited companies (Lov om
and country of
aksjeselskap) and operates under such law.
incorporation of the
Issuer:
B.4b
Trends:
Not Applicable. There is no known trend affecting the Issuer and the
industry in which it operates.
B.5
The Group:
Not Applicable. The Issuer does not belong to a group.
B.9
Profit Forecast and
Not Applicable. The Issuer does not make profit forecasts or profit
Profit Estimate:
estimates.
B.10
Audit Report
Not Applicable. There are no qualifications in the audit reports for
Qualifications:
the Issuer.
B.12
Selected Key
The table below shows certain selected summarised financial
Financial
information which is derived from, and must be read together with,
Information:
the Issuer's audited financial statements for the years ended 31
December 2018 and 31 December 2017 and the Issuer's audited
financial statements for the year ended 31 December 2016 included
as comparatives in the 31 December 2017 audited financial
statements. The financial statements for the years ended 31
December 2018, 31 December 2017 and 31 December 2016 and the
auditor's report and notes thereto are incorporated by reference in
this Base Prospectus.

31 December

2018
2017
2016

(NOK millions)
Net interest income ....................................
1,885
2,162
2,087
Profit before tax ..........................................
1,996
1,783
919
Instalment loans ..........................................
303,571
283,396
267,521
Total assets ..................................................
457,701
412,854
418,327
Senior securities issued ...............................
402,916
369,482
369,933
Total liabilities ............................................
442,279
398,187
405,875
Share capital ................................................
3,145
3,145
3,145

Total equity .................................................
15,421
14,667
12,452
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