Obligation Aker 1.125% ( XS2341269970 ) en EUR

Aker

100.52 % ⇌

Norvege

XS2341269970 ( en EUR )

1.125% par an ( paiement annuel )

11/05/2029

Prospectus brochure de l'obligation Aker XS2341269970 en EUR 1.125%, échéance 11/05/2029

100 000 EUR

750 000 000 EUR

12/05/2024 ( Dans 222 jours )

L'Obligation émise par Aker ( Norvege ) , en EUR, avec le code ISIN XS2341269970, paye un coupon de 1.125% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 11/05/2029

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OFFERING CIRCULAR

Aker BP ASA
(incorporated as a public limited liability company under the laws of Norway)
2,000,000,000
Euro Medium Term Note Programme
Under this 2,000,000,000 Euro Medium Term Note Programme (the Programme), Aker BP ASA (the
Issuer) may from time to time issue notes (the Notes) denominated in any currency agreed between the
Issuer and the relevant Dealer (as defined below). Notes may be issued in bearer or registered form
(respectively Bearer Notes and Registered Notes). The maximum aggregate nominal amount of all Notes
from time to time outstanding under the Programme will not exceed 2,000,000,000 (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 "Overview of
the Programme" and any additional Dealer appointed under the Programme from time to time by the Issuer
(each a Dealer and together the Dealers), which appointment may be for a specific issue or on an ongoing
basis. References in this Offering Circular 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 subscribe such
Notes.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these
risks see "Risk Factors".
This Offering Circular has been approved as a base prospectus by the Commission de Surveillance du
Secteur Financier (the CSSF), as competent authority under Regulation (EU) 2017/1129 (the Prospectus
Regulation). The CSSF only approves this Offering Circular as meeting the standards of completeness,
comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the CSSF should not
be considered as an endorsement of the Issuer or of the quality of the Notes. Investors should make their
own assessment as to the suitability of investing in the Notes.
By approving this Offering Circular, in accordance with Article 20 of the Prospectus Regulation, the CSSF
assumes no responsibility for the economic and financial soundness of the transactions contemplated by this
Offering Circular or the quality or solvency of the Issuer. Application has been made to the Luxembourg
Stock Exchange for Notes issued under the Programme 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 Offering Circular to Notes being listed (and all related references) shall mean that such
Notes have been admitted to trading on the Luxembourg Stock Exchange's regulated market and have been
admitted to the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's
regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive
(Directive 2014/65/EU).
This Offering Circular (as supplemented as at the relevant time, if applicable) is valid for 12 months
from its date (up to and including 29 April 2021) in relation to Notes which are to be admitted to
trading on a regulated market in the European Economic Area (the EEA). The obligation to
supplement this Offering Circular in the event of a significant new factor, material mistake or
material inaccuracy does not apply when this Offering Circular is no longer valid.

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The requirement to publish a prospectus under the Prospectus Regulation only applies to Notes which are to
be admitted to trading on a regulated market in the EEA and/or offered to the public in the EEA other than in
circumstances where an exemption is available under Article 1(4) and/or 3(2) of the Prospectus Regulation.
References in this Offering Circular to Exempt Notes are to Notes for which no prospectus is required to be
published under the Prospectus Regulation and the Financial Services and Markets Act 2000 (the FSMA).
The CSSF has neither approved nor reviewed information contained in this Offering Circular 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 Issuer and the relevant Dealer. The
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. See "Form of the
Notes" for a description of the manner in which Notes will be issued.
The Issuer has been rated BBB- (stable outlook) by S&P Global Ratings Europe Limited (S&P), Baa3
(stable outlook) by Moody's Investors Service Limited (Moody's) and BBB- (stable outlook) by Fitch
Ratings Limited (Fitch).
S&P is established in the EEA and is registered under Regulation (EC) No. 1060/2009 (as amended) (the
CRA Regulation). As such, S&P is included in the list of credit rating agencies published by the European
Securities and Markets Authority (ESMA) on its website (at https://www.esma.europa.eu/supervision/credit-
rating-agencies/risk) in accordance with the CRA Regulation. S&P is not established in the United Kingdom
(UK) but it is part of a group in respect of which one of its undertakings is (i) established in the UK, and (ii)
is registered in accordance with the UK CRA Regulation (as defined below). Accordingly the ratings issued
by S&P have been endorsed by S&P Global Ratings UK Limited in accordance with the UK CRA
Regulation and have not been withdrawn. As such, the ratings issued by S&P may be used for regulatory
purposes in the UK in accordance with the UK CRA Regulation.

Each of Moody's and Fitch is established in the UK and is registered in accordance with Regulation (EC)
No. 1060/2009 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018
(the UK CRA Regulation). Neither Moody's nor Fitch is established in the EEA and neither Moody's nor
Fitch has applied for registration under the CRA Regulation. The ratings issued by Moody's and Fitch have
been endorsed by Moody's Deutschland GmbH and Fitch Ratings Ireland Limited, respectively in
accordance with the CRA Regulation. Each of Moody's Deutschland GmbH and Fitch Ratings Ireland
Limited is established in the EEA and registered under the CRA Regulation. As such each of Moody's
Deutschland GmbH and Fitch Ratings Ireland Limited is included in the list of credit rating agencies
published by ESMA on its website (at https://www.esma.europa.eu/supervision/credit-rating-agencies/risk)
in accordance with the CRA Regulation.

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Notes issued under the Programme may be rated or unrated by any one or more of the rating agencies
referred to above. 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 Issuer by the relevant rating agency. 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 one of the euro interbank offered
rate (EURIBOR), Norwegian interbank offered rate (NIBOR) or Stockholm interbank offered rate
(STIBOR) as specified in the relevant Final Terms. As at the date of this Offering Circular, each of
European Money Markets Institute (as administrator of EURIBOR) and Norske Finansielle Referanser AS
(as administrator of NIBOR) is included in ESMA's register of administrators under Article 36 of Regulation
(EU) No. 2016/1011 (the EU Benchmarks Regulation). As at the date of this Offering Circular, the
Swedish Financial Benchmark Facility (as administrator of STIBOR) is not included in ESMA's register of
administrators under Article 36 of the EU Benchmarks Regulation. As far as the Issuer is aware, the
transitional provisions in Article 51 of the EU Benchmarks Regulation apply, such that the administrator of
STIBOR is not currently required to obtain authorisation/registration (or, if located outside the European
Union, recognition, endorsement or equivalence).

Arranger
NORDEA
Dealers
ABN AMRO
BNP PARIBAS
DANSKE BANK
NORDEA
UNICREDIT

The date of this Offering Circular is 29 April 2021.

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IMPORTANT INFORMATION
This Offering Circular comprises a base prospectus in respect of all Notes other than Exempt Notes
issued under the Programme for the purposes of Article 8 of the Prospectus Regulation. When used in
this Offering Circular, Prospectus Regulation means Regulation (EU) 2017/1129 and UK Prospectus
Regulation means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 (EUWA).
The Issuer accepts responsibility for the information contained in this Offering Circular and the Final
Terms for each Tranche of Notes issued under the Programme. To the best of the knowledge of the
Issuer (having taken all reasonable care to ensure that such is the case) the information contained in
this Offering Circular is in accordance with the facts and does not omit anything likely to affect the
import of such information.
This Offering Circular 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 Offering Circular
shall be read and construed on the basis that those documents are incorporated and form part of this
Offering Circular.
Other than in relation to the documents which are deemed to be incorporated by reference (see
"Documents Incorporated by Reference"), the information on the websites to which this Offering
Circular refers does not form part of this Offering Circular and has not been scrutinised or approved
by the CSSF.
The Dealers have not independently verified the information contained herein. Accordingly, 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 Offering Circular or any other information provided by the Issuer in connection
with the Programme. No Dealer accepts any liability in relation to the information contained or
incorporated by reference in this Offering Circular or any other information provided by the Issuer in
connection with the Programme.
No person is or has been authorised by the Issuer to give any information or to make any
representation not contained in or not consistent with this Offering Circular 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 the Issuer or any of the Dealers.
Neither this Offering Circular nor any other information supplied in connection with the Programme
or any Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be
considered as a recommendation by the Issuer or any of the Dealers that any recipient of this Offering
Circular or any other information supplied in connection with the Programme or any Notes should
purchase any Notes. Each investor contemplating purchasing any Notes should make its own
independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Issuer and the Issuer and its consolidated subsidiaries taken as a whole (the
Group). Neither this Offering Circular nor any other information supplied in connection with the
Programme or the issue of any Notes constitutes an offer or invitation by or on behalf of the Issuer or
any of the Dealers to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Offering Circular nor the offering, sale or delivery of any Notes shall in
any circumstances imply that the information contained in it concerning the Issuer or the Group 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 the

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Issuer or the Group during the life of the Programme or to advise any investor in Notes issued under
the Programme of any information coming to their attention.
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 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 (EU)
2016/97 (the Insurance Distribution 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
Regulation (EU) 2017/1129 (the Prospectus Regulation). 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.
IMPORTANT UK 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 UK 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 UK. For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of
Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; or (ii) a customer
within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to
implement the Insurance Distribution Directive, where that customer would not qualify as a professional
client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic
law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU)
2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently, no key information
document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the
EUWA (the UK PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to
retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making
them available to any retail investor in the UK may be unlawful under the UK 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) may 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.
UK MiFIR product governance / target market The Final Terms in respect of any Notes (or Pricing
Supplement, in the case of Exempt Notes) may include a legend entitled "UK MiFIR 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 UK
distributor) should take into consideration the target market assessment; however, a UK distributor subject
to the FCA Handbook Product Intervention and Product Governance Sourcebook (the UK MiFIR Product
Governance Rules) is responsible for undertaking its own target market assessment in respect of the Notes

0122308-0000052 UKO2: 2002189184.26
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(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 UK MiFIR
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 UK MiFIR Product Governance Rules.
NOTIFICATION UNDER SECTION 309B(1)(c) OF THE SECURITIES AND FUTURES ACT
(CHAPTER 289) OF SINGAPORE, AS MODIFIED OR AMENDED FROM TIME TO TIME (the
SFA) Unless otherwise stated in the Final Terms in respect of any Notes (or the Pricing Supplement, in the
case of Exempt Notes), all Notes issued or to be issued under the Programme shall be prescribed capital
markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of
Singapore) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale
of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
IMPORTANT INFORMATION RELATING TO THE USE OF THIS OFFERING CIRCULAR AND
OFFERS OF NOTES GENERALLY
This Offering Circular 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 Offering Circular and the offer or sale of Notes may be restricted by law in certain
jurisdictions. The Issuer and the Dealers do not represent that this Offering Circular 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 the
Issuer or the Dealers which is intended to permit a public offering of any Notes or distribution of this
Offering Circular in any jurisdiction where action for that purpose is required. Accordingly, no Notes may
be offered or sold, directly or indirectly, and neither this Offering Circular 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 Offering
Circular or any Notes may come must inform themselves about, and observe, any such restrictions on the
distribution of this Offering Circular and the offering and sale of Notes. In particular, there are restrictions
on the distribution of this Offering Circular and the offer or sale of Notes in the United States, the EEA
(including Belgium and the Kingdom of Norway), the UK, Japan and Singapore, see "Subscription and
Sale".
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Presentation of Financial Information
Unless otherwise indicated, the financial information in this Offering Circular relating to the Issuer has been
derived from (i) the audited consolidated financial statements of the Issuer as of and for the financial years
ended 31 December 2019 and 31 December 2020 and (ii) the unaudited condensed consolidated interim
financial statements of the Issuer as of and for the three months ended 31 March 2021 (together, the
Financial Statements).
The Issuer's financial year ends on 31 December, and references in this Offering Circular to any specific year
are to the 12-month period ended on 31 December of such year. The Financial Statements have been
prepared in accordance with International Financial Reporting Standards as adopted by the EU (IFRS) and
the Norwegian Accounting Act.

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Certain Defined Terms and Conventions
Capitalised terms which are used but not defined in any particular section of this Offering Circular will have
the meaning attributed to them in "Terms and Conditions of the Notes" or any other section of this Offering
Circular. In addition, the following terms as used in this Offering Circular have the meanings defined below:
In this Offering Circular, all references to:

U.S. dollars, U.S.$, USD and $ refer to United States dollars;

Norwegian kroner and NOK refer to Norwegian kroner;

Sterling and £ refer to pounds sterling; and

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.
References to a billion are to a thousand million.
Certain figures and percentages included in this Offering Circular have been subject to rounding
adjustments; accordingly, figures shown in 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 Offering Circular, unless the contrary intention appears, a reference to a law or a provision of a law is
a reference to that law or provision as extended, amended or re-enacted.
SUITABILITY OF INVESTMENT
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 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

0122308-0000052 UKO2: 2002189184.26
7

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
advisers or the appropriate regulators to determine the appropriate treatment of Notes under any applicable
risk-based capital or similar rules.
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 Manager(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 persons acting on behalf of any Stabilisation Manager(s)) in
accordance with all applicable laws and rules.

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CONTENTS
Page
Overview of the Programme ............................................................................................................................ 10
Risk Factors ...................................................................................................................................................... 15
Documents Incorporated by Reference ............................................................................................................ 40
Form of the Notes ............................................................................................................................................. 42
Applicable Final Terms .................................................................................................................................... 46
Applicable Pricing Supplement ........................................................................................................................ 60
Terms and Conditions of the Notes .................................................................................................................. 73
Use of Proceeds .............................................................................................................................................. 110
Description of the Issuer ................................................................................................................................. 111
Taxation .......................................................................................................................................................... 127
Subscription and Sale ..................................................................................................................................... 131
General Information ....................................................................................................................................... 136

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9

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 Offering Circular 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). The Issuer and any relevant Dealer may agree that Notes shall be issued in a form other
than that contemplated in the Terms and Conditions, in which event, in the case of Notes other than
Exempt Notes, and if appropriate, a new Offering Circular or a supplement to the Offering Circular, will
be published.
This Overview constitutes a general description of the Programme for the purposes of Article 25(1) of
Commission Delegated Regulation (EU) No 2019/980.
Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes" shall have
the same meanings in this Overview.
Issuer:
Aker BP ASA
Issuer Legal Entity Identifier (LEI):
549300NFTY73920OYK69
Risk Factors:
There are certain factors that may affect the 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 and risks relating to the structure of a
particular Series of Notes issued under the Programme. All of
these are set out under "Risk Factors".
Description:
Euro Medium Term Note Programme
Arranger:
Nordea Bank Abp
Dealers:
ABN AMRO Bank N.V.

BNP Paribas

Danske Bank A/S
Nordea Bank Abp

UniCredit Bank AG

and any other Dealers appointed in accordance with the
Programme Agreement.
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 Offering Circular:

Notes having a maturity of less than one year

Notes having a maturity of less than one year will, if the proceeds
of the issue are accepted in the UK, constitute deposits for the
purposes of the prohibition on accepting deposits contained in

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