Bond DNB Boliglån A.S 2.75% ( XS0502969388 ) in EUR

Issuer DNB Boliglån A.S
Market price 100 %  ▼ 
Country  Norway
ISIN code  XS0502969388 ( in EUR )
Interest rate 2.75% per year ( payment 1 time a year)
Maturity 19/04/2015 - Bond has expired



Prospectus brochure of the bond DNB Boligkreditt A.S XS0502969388 in EUR 2.75%, expired


Minimal amount 50 000 EUR
Total amount 2 000 000 000 EUR
Detailed description DNB Boligkreditt A.S. is a Norwegian mortgage lending company, a subsidiary of DNB Bank ASA, providing a range of mortgage products to residential and commercial property owners in Norway.

The Bond issued by DNB Boliglån A.S ( Norway ) , in EUR, with the ISIN code XS0502969388, pays a coupon of 2.75% per year.
The coupons are paid 1 time per year and the Bond maturity is 19/04/2015









DNB BOLIGKREDITT AS
(incorporated in Norway)
60,000,000,000
Covered Bond Programme
Under this 60,000,000,000 Covered Bond Programme (the "Programme"), DNB Boligkreditt AS (the "Issuer") may from time
to time issue covered bonds issued in accordance with Act No. 40 of 10 June 1988 on Financing Activity and Financial
Institutions, Chapter 2, Sub-Chapter IV and appurtenant regulations ("Covered Bonds") denominated in any currency agreed
between the Issuer and the relevant Dealer (as defined below).
Covered Bonds may be issued in bearer form ("Bearer Covered Bonds"), registered form ("Registered Covered Bonds") or
uncertificated and dematerialised book entry form cleared through the Norwegian Central Securities Depository, the
Verdipapirsentralen ("VPS"), VP Securities Services (Værdipapircentralen A/S), the Danish central securities depository ("VP"),
Nordic Central Securities Depository (NCSD Systems Aktiebolag), the Swedish central securities depository ("VPC") (together
the "VP Systems Covered Bonds") and/or any other clearing system as may be specified in the applicable Final Terms or
Pricing Supplement (as defined below) in the case of Exempt Covered Bonds (as defined below).
The maximum aggregate nominal amount of all Covered Bonds from time to time outstanding under the Programme will not
exceed 60,000,000,000 (or its equivalent in other currencies calculated as described herein).
The Covered Bonds 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 (each a "Dealer" and together the
"Dealers"), which appointment may be for a specific issue or on an ongoing basis. References in this base prospectus (the
"Base Prospectus") to the "relevant Dealer" shall, in the case of an issue of Covered Bonds being (or intended to be)
subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Covered Bonds.
An investment in Covered Bonds issued under the Programme involves certain risks. For a discussion of these risks
see pages 9-22.
This Base Prospectus has been approved by the Central Bank of Ireland (the "Central Bank") as competent authority under
the Prospectus Directive (as defined below). The Central Bank only approves this Base Prospectus as meeting the
requirements imposed under Irish law and the European Union ("EU") law pursuant to the Prospective Directive. Such approval
relates only to the Covered Bonds issued under the Programme (other than the Exempt Covered Bonds, the Swiss Domestic
Covered Bonds and the VP Systems Covered Bonds which are not cleared through VPS, VP or VPC) which are to be admitted
to trading on a regulated market for the purposes of Directive 2004/39/EC (the "Markets in Financial Instruments Directive")
and/or which are to be offered to the public in any Member State of the European Economic Area ("EEA"). Application has
been made to the Irish Stock Exchange plc for Covered Bonds issued under the Programme (other than the Exempt Covered
Bonds, the Swiss Domestic Covered Bonds and the VP Systems Covered Bonds which are not cleared through VPS, VP or
VPC) within 12 months of this Base Prospectus to be admitted to trading on the Irish Stock Exchange's official list (the "Official
List") and trading on its regulated market (the "Main Securities Market"). The Main Securities Market is a regulated market for
the purposes of the Markets in Financial Instruments Directive. In addition, application has been made to register the
Programme on the SIX Swiss Exchange. Upon specific request, Covered Bonds (other than VP Systems Covered Bonds)
issued under the Programme may then be listed on the SIX Swiss Exchange.
References in this Base Prospectus to Covered Bonds being "listed" (and all related references) shall mean that such Covered
Bonds are intended to be (i) admitted to trading on the Main Securities Market and are intended to be listed on the Official List
or (ii) admitted to trading on the standard for bonds of the SIX Swiss Exchange, as the case may be.
The requirement to publish a prospectus under the Prospectus Directive only applies to Covered Bonds which are to be
admitted to trading on a regulated market in the European Economic Area and/or offered to the public in the European
Economic Area other than in circumstances where an exemption is available under Article 3.2 of the Prospectus Directive (as
implemented in the relevant Member State). References in this Base Prospectus to "Exempt Covered Bonds" are to Covered
Bonds for which no prospectus is required to be published under the Prospectus Directive and which are not Swiss Domestic
Covered Bonds. Notice of the aggregate nominal amount of Covered Bonds, interest (if any) payable in respect of Covered
Bonds, the issue price of Covered Bonds and certain other information which is applicable to each Tranche (as defined under
"Terms and Conditions of the Covered Bonds") of Covered Bonds (other than in the case of Exempt Covered Bonds) will be
set out in a Final Terms document ("Final Terms") which, with respect to Covered Bonds to be listed on the official list of the
Irish Stock Exchange, will be delivered to the Central Bank and filed with the Irish Stock Exchange or, with respect to Covered
Bonds to be listed on the SIX Swiss Exchange, will be delivered to the SIX Swiss Exchange. Copies of the Final Terms in
relation to Covered Bonds listed on the Official List and admitted to trading on the Main Securities Market will be published on
the website of the Central Bank at http://www.centralbank.ie/regulation/securities-
markets/prospectus/Pages/approvedprospectus.aspx. In the case of Exempt Covered Bonds, notice of the aggregate nominal
amount of Covered Bonds, interest (if any) payable in respect of Covered Bonds, the issue price of Covered Bonds and certain
other information which is applicable to each Tranche will be set out in a pricing supplement document (the "Pricing
Supplement").
The Programme provides that Covered Bonds may be listed or admitted to trading, as the case may be, on such other or
further stock exchanges or markets as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue
Covered Bonds which are not listed or admitted to trading on any market.
The Central Bank has neither reviewed nor approved any information in this Base Prospectus pertaining to Exempt Covered
Bonds and Swiss Domestic Covered Bonds and the Central Bank assumes no responsibility in relation to issues of Exempt
Covered Bonds and Swiss Domestic Covered Bonds.
The Covered Bonds issued under the Programme are expected to be assigned an "AAA" rating by Standard & Poor's Credit
Market Services ("Standard & Poor's") and an "Aaa" rating by Moody's Investors Service Limited ("Moody's")
The date of this Base Prospectus is 27 June 2014.




Each of Standard & Poor's and Moody's is established in the European Union and is registered under the Regulation (EC) No.
1060/2009 (as amended) (the "CRA Regulation"). As such each of Standard & Poor's and Moody's 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.
The Issuer may also issue covered bonds which are unrated or rated below "AAA" by Standard & Poor's, and "Aaa" by
Moody's. Details of the ratings of the Covered Bonds will be specified in the applicable Final Terms (or applicable Pricing
Supplement, in the case of Exempt Covered Bonds). 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.


Arranger
Barclays

Dealers
Barclays
BNP PARIBAS
Citigroup
Commerzbank
Credit Suisse
Deutsche Bank
DNB Bank
DZ BANK AG
Goldman Sachs International
HSBC
Landesbank Baden-Württemberg
Nomura
Norddeutsche
UniCredit Bank
UBS Investment Bank
Landesbank ­ Girozentrale ­



2






This Base Prospectus constitutes a base prospectus in respect of all Covered Bonds
other than Exempt Covered Bonds and Swiss Domestic Covered Bonds issued under the
Programme for the purposes of Article 5.4 of Directive 2003/71/EC as amended (which includes
the amendments made by the Directive 2010/73/EU to the extent that such amendments have
been implemented in a relevant Member State of the European Economic Area) (the
"Prospectus Directive").
The Issuer accepts responsibility for the information contained in this Base
Prospectus and the Final Terms for each Tranche of Covered Bonds 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 Base Prospectus is in
accordance with the facts and does not omit anything likely to affect the import of such
information.
This Base Prospectus is to be read in conjunction with all documents which are
deemed to be incorporated herein by reference (see "Documents Incorporated by Reference").
This Base Prospectus shall be read and construed on the basis that such documents are
incorporated and form part of this Base Prospectus.
Neither the Arranger nor the Dealers have 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 or the Arranger as to the
accuracy or completeness of the information contained or incorporated in this Base
Prospectus or any other information provided by the Issuer in connection with the Programme
No Dealer or the Arranger accepts any liability in relation to the information contained or
incorporated by reference in this Base Prospectus or any other information provided by the
Issuer in connection with the Programme
No person is or has been authorised by the Issuer, the Dealers or the Arranger to give
any information or to make any representation not contained in or not consistent with this
Base Prospectus or any other information supplied in connection with the Programme or the
Covered Bonds and, if given or made, such information or representation must not be relied
upon as having been authorised by the Issuer or any of the Dealers or the Arranger.
Neither this Base Prospectus nor any other information supplied in connection with
the Programme or any Covered Bonds (i) is intended to provide the basis of any credit or other
evaluation or (ii) should be considered as a recommendation by the Issuer, any of the Dealers
or the Arranger that any recipient of this Base Prospectus or any other information supplied in
connection with the Programme or any Covered Bonds should purchase any Covered Bonds.
Each investor contemplating purchasing any Covered Bonds should make its own
independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Issuer. Neither this Base Prospectus nor any other information
supplied in connection with the Programme or the issue of any Covered Bonds constitutes an
offer by or on behalf of the Issuer, any of the Dealers or the Arranger to any person to
subscribe for or to purchase any Covered Bonds.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any
Covered Bonds shall in any circumstances imply that the information contained herein
concerning the Issuer is correct at any time subsequent to the date hereof or that any other
information supplied in connection with the Programme is correct as of any time subsequent
to the date indicated in the document containing the same. The Dealers and the Arranger
expressly do not undertake to review the financial condition or affairs of the Issuer during the
life of the Programme or to advise any investor in the Covered Bonds of any information
coming to their attention.
3






IMPORTANT INFORMATION RELATING TO THE USE OF THIS BASE PROSPECTUS
AND OFFERS OF COVERED BONDS GENERALLY
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer
to buy any Covered Bonds in any jurisdiction to any person to whom it is unlawful to make the
offer or solicitation in such jurisdiction. The distribution of this Base Prospectus and the offer
or sale of Covered Bonds may be restricted by law in certain jurisdictions. The Issuer, the
Dealers and the Arranger do not represent that this Base Prospectus may be lawfully
distributed, or that any Covered Bonds may be lawfully offered, in compliance with any
applicable registration or other requirements in any such jurisdiction, or pursuant to an
exemption available thereunder, or assume any responsibility for facilitating any such
distribution or offering. In particular, no action has been taken by the Issuer, the Dealers or the
Arranger which is intended to permit a public offering of any Covered Bonds or distribution of
this Base Prospectus in any jurisdiction where action for that purpose is required.
Accordingly, no Covered Bonds may be offered or sold, directly or indirectly, and neither this
Base 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 Base Prospectus or
any Covered Bonds may come must inform themselves about, and observe, any such
restrictions on the distribution of this Base Prospectus and the offering and sale of Covered
Bonds. In particular, there are restrictions on the distribution of this Base Prospectus and the
offer or sale of Covered Bonds in the United States, the European Economic Area, the United
Kingdom, Norway, Denmark, The Netherlands and Japan, see "Subscription and Sale".
The Covered Bonds may not be a suitable investment for all investors. Each potential
investor in the Covered Bonds must determine the suitability of that investment in light of its
own circumstances. In particular, each potential investor may wish to consider, either on its
own or with the help of its financial and other professional advisers, whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of
the Covered Bonds, the merits and risks of investing in the Covered Bonds and the
information contained or incorporated by reference in this Base Prospectus or any applicable
supplement;
(ii)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the
context of its particular financial situation, an investment in the Covered Bonds and the impact
the Covered Bonds will have on its overall investment portfolio;
(iii)
has sufficient financial resources and liquidity to bear all of the risks of an
investment in the Covered Bonds, including Covered Bonds where the currency for principal
or interest payments is different from the potential investor's currency;
(iv)
understands thoroughly the terms of the Covered Bonds and is familiar with
the behaviour of financial markets; and
(v)
is able to evaluate possible scenarios for economic, interest rate and other
factors that may affect its investment and its ability to bear the applicable risks. Legal
investment considerations may restrict certain investments. The investment activities of
certain investors are subject to legal investment laws and regulations, or review or regulation
by certain authorities. Each potential investor should consult its legal advisers to determine
whether and to what extent (1) Covered Bonds are legal investments for it, (2) Covered Bonds
can be used as collateral for various types of borrowing and (3) other restrictions apply to its
purchase or pledge of any Covered Bonds. Financial institutions should consult their legal
advisers or the appropriate regulators to determine the appropriate treatment of Covered
Bonds under any applicable risk-based capital or similar rules.
4






The Covered Bonds have not been, and will not be, registered under the Securities Act,
and may not be offered or sold within the United States or to, or for the account or benefit of,
U.S. persons (as defined in Regulation S under the Securities Act) except in accordance with
Regulation S under the Securities Act of 1933, as amended (the "Securities Act") or pursuant
to an exemption from the registration requirements of the Securities Act.
The Bearer Covered Bonds of each Tranche (other than Swiss Domestic Covered
Bonds) will initially be represented by a temporary global Covered Bond in bearer form (a
"Temporary Bearer Global Covered Bond") which will (i) if the temporary global Covered
Bonds are intended to be issued in new global Covered Bond ("NGCB") form, as specified in
the applicable Final Terms (or applicable Pricing Supplement in the case of Exempt Covered
Bonds), be delivered on or prior to the original issue date of the Tranche to a common
safekeeper (the "Common Safekeeper") for Euroclear Bank SA/NV ("Euroclear") and
Clearstream Banking, société anonyme ("Clearstream, Luxembourg"); and (ii) if the temporary
global Covered Bonds are not intended to be issued in NGCB form, be delivered on or prior to
the original issue date of the Tranche to a common depositary (the "Common Depositary") for
Euroclear and Clearstream, Luxembourg. The Temporary Bearer Global Covered Bond will be
exchangeable, as specified in the applicable Final Terms or, as the case may be the applicable
Pricing Supplement, for either a permanent global Covered Bond in bearer form (a "Permanent
Bearer Global Covered Bond") or, in certain limited circumstances, Bearer Covered Bonds in
definitive form, in each case upon certification as to non-U.S. beneficial ownership as required
by U.S. Treasury regulations. The applicable Final Terms or, as the case may be, the applicable
Pricing Supplement, will specify that a Permanent Bearer Global Covered Bond (other than
Swiss Domestic Covered Bonds) either (i) is exchangeable (in whole but not in part) for
definitive Covered Bonds upon not less than 60 days' notice or (ii) is only exchangeable (in
whole but not in part) for definitive Covered Bonds following the occurrence of an Exchange
Event (as defined under "Form of the Covered Bonds"), all as further described in "Form of the
Covered Bonds" below. In respect of each Tranche of Swiss Domestic Covered Bonds, unless
otherwise specified in the applicable Final Terms the Issuer will deliver a permanent Global
Covered Bond which will be deposited on or prior to the original issue date of the Tranche with
SIX SIS AG, the Swiss Securities Services Corporation located in Olten, Switzerland ("SIX SIS
AG" or the "Intermediary" which expressions shall include any other clearing institution
recognised by the SIX Swiss Exchange).
Bearer Covered Bonds are subject to U.S. tax law requirements, and, subject to certain
exceptions, may not be offered, resold or delivered within the United States to, or for the
account or benefit of, United States persons. See "Subscription and Sale" below.
Unless otherwise provided with respect to a particular Series (as defined under "Terms
and Conditions of the Covered Bonds") of Registered Covered Bonds, the Registered Covered
Bonds of each Tranche of such Series sold outside the United States in reliance on Regulation
S under the Securities Act will be represented by a permanent global Covered Bond in
registered form, without interest coupons (a "Reg. S Global Covered Bond"), deposited with a
custodian for, and registered in the name of a nominee of, The Depository Trust Company
("DTC") or common safekeeper as the case may be for the accounts of Euroclear and
Clearstream, Luxembourg for the accounts of their respective participants or, in the case of
Swiss Domestic Covered Bonds, deposited with the Intermediary and registered in the name of
a nominee of the Intermediary. Prior to expiry of the period that ends 40 days after completion
of the distribution of each Tranche of Covered Bonds, as certified by the relevant Dealer, in the
case of a non-syndicated issue, or the lead manager, in the case of a syndicated issue (the
"Distribution Compliance Period"), beneficial interests in the Reg. S Global Covered Bond may
not be offered or sold to, or for the account or benefit of, a U.S. person except in accordance
with Rule 144A, Rule 903 or 904 of Regulation S or pursuant to another applicable exemption
from the registration requirements of the Securities Act. The Registered Covered Bonds of
each Tranche of such Series sold in private transactions to qualified institutional buyers
5






("QIBs") within the meaning of Rule 144A under the Securities Act will be represented by a
restricted permanent global covered bond in registered form, without interest coupons (a
"Restricted Global Covered Bond", and, together with a Reg. S. Global Covered Bond,
"Registered Global Covered Bonds"), deposited with a custodian for, and registered in the
name of a nominee of, DTC. Registered Covered Bonds in definitive form will, at the request of
the holder (save to the extent otherwise indicated in the applicable Final Terms (or applicable
Pricing Supplement in the case of Exempt Covered Bonds)), be issued in exchange for
interests in the Registered Global Covered Bonds upon compliance with the procedures for
exchange as described in "Form of the Covered Bonds".
Each Tranche of VP Systems Covered Bonds will be issued in uncertificated and
dematerialised book entry form, as more fully described under "Form of the Covered Bonds"
below. On or before the issue date of each Tranche of VP Systems Covered Bonds entries may
be made with VPS, VP or VPC (as the case may be) to evidence the debt represented by such
VP Systems Covered Bonds to accountholders with VPS, VP or VPC (as the case may be). VP
Systems Covered Bonds will be issued in accordance with the laws and regulations applicable
to such VP Systems Covered Bonds from time to time.
Registered Covered Bonds may be offered and sold in the United States exclusively to
persons reasonably believed by the Dealers to be QIBs (as defined herein). Each U.S.
purchaser of Registered Covered Bonds is hereby notified that the offer and sale of any
Registered Covered Bonds to it may be made in reliance upon the exemption from the
registration requirements of the Securities Act provided by Rule 144A under the Securities
Act.
The Issuer has agreed that, for so long as any Covered Bonds are "restricted
securities" within the meaning of Rule 144(a)(3) under the Securities Act, the Issuer will,
during any period in which it is neither subject to Section 13 or 15(d) of the U.S. Securities
Exchange Act of 1934 (the "Exchange Act") nor exempt from reporting pursuant to
Rule 12g3-2(b) thereunder, provide to any holder or beneficial owner of such restricted
securities or to any prospective purchaser of such restricted securities designated by such
holder or beneficial owner upon the request of such holder, beneficial owner or prospective
purchaser, the information required to be provided by Rule 144A(d)(4) under the Securities
Act. Registered Covered Bonds are not transferable to other holders within the United States
except upon satisfaction of certain conditions as described under "Subscription and Sale".
The Covered Bonds have not been recommended by or approved or disapproved by
the United States Securities and Exchange Commission (the "SEC") or any other federal or
state securities commission in the United States nor has the SEC or any other federal or state
securities commission confirmed the accuracy or determined the adequacy of this Base
Prospectus. Any representation to the contrary is a criminal offence in the United States. The
Covered Bonds are subject to restrictions on transferability and resale and may not be
transferred or resold except as permitted under applicable federal or state securities laws
pursuant to a registration statement or an exemption from registration. Investors should be
aware that they may be required to bear the financial risks of this investment for an indefinite
period of time.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR
A LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE
CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY
DOCUMENT FILED UNDER CHAPTER 421-B IS TRUE, COMPLETE AND NOT MISLEADING.
NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS
6






AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF
STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR
RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT
IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER,
CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF
THIS PARAGRAPH.
7






CONTENTS

Page
RISK FACTORS ..................................................................................................................................... 9
OVERVIEW OF THE PROGRAMME ................................................................................................ 23
DOCUMENTS INCORPORATED BY REFERENCE........................................................................ 32
FORM OF THE COVERED BONDS .................................................................................................. 34
APPLICABLE FINAL TERMS ........................................................................................................... 39
APPLICABLE PRICING SUPPLEMENT ........................................................................................... 66
DTC INFORMATION ­ REGISTERED COVERED BONDS ........................................................... 80
TERMS AND CONDITIONS OF THE COVERED BONDS ............................................................. 82
DESCRIPTION OF NORWEGIAN LEGISLATION RELATING TO COVERED BONDS .......... 115
THE ISSUER COVER POOL ............................................................................................................ 119
DESCRIPTION OF KEY TRANSACTION DOCUMENTS ............................................................ 120
USE OF PROCEEDS ......................................................................................................................... 128
DESCRIPTION OF THE ISSUER ..................................................................................................... 129
DESCRIPTION OF THE DNB GROUP ............................................................................................ 133
NORWEGIAN MACRO-ECONOMIC CONDITIONS AND THE NORWEGIAN HOUSING
MORTGAGE MARKET .................................................................................................................... 136
TAXATION ........................................................................................................................................ 138
SUBSCRIPTION AND SALE ........................................................................................................... 151
GENERAL INFORMATION ............................................................................................................. 156
GLOSSARY ....................................................................................................................................... 159


In this Base Prospectus, references to websites or uniform resource locators ("URLs")
are inactive textual references and are included for information purposes only. The contents of
any such website or URL shall not form part of, or be deemed to be incorporated into, this
Base Prospectus.
In this Base Prospectus, all references to: "U.S. dollars", "U.S.$" and "$" refer to
United States dollars; those to "CHF" refer to Swiss Francs; those to "NOK" refer to
Norwegian kroner; those to "DKK" refer to Danish kroner; those to "SEK" refer to Swedish
kronor; those to "Yen" refer to Japanese yen; those to "Sterling" and "£" refer to pounds
sterling; and those 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.
In connection with the issue of any Tranche of Covered Bonds, 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 Covered
Bonds or effect transactions with a view to supporting the market price of the Covered Bonds
at a level higher than that which might otherwise prevail. However, there is no assurance that
the Stabilisation Manager(s) (or persons acting on behalf of a Stabilisation Manager) will
undertake stabilisation action. Any stabilisation action may begin on or after the date on which
adequate public disclosure of the terms of the offer of the relevant Tranche of Covered Bonds
is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30
days after the issue date of the relevant Tranche of Covered Bonds and 60 days after the date
of the allotment of the relevant Tranche of Covered Bonds. Any stabilisation action or over-
allotment shall be conducted in accordance with all applicable laws and rules.

8






RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under
Covered Bonds issued under the Programme. All of these factors are contingencies which may or may
not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency
occurring. Factors which the Issuer believes may be material for the purpose of assessing the market
risks associated with Covered Bonds or affect the value of the Issuer Cover Pool issued under the
Programme are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in
investing in Covered Bonds issued under the Programme, but the Issuer may be unable to pay interest,
principal or other amounts on or in connection with any Covered Bonds or the value of the Cover Pool
may be affected for other reasons which may not be considered significant risks by the Issuer based on
information currently available to it and which it may not currently be able to anticipate. Prospective
investors should also read the detailed information set out elsewhere in this Base Prospectus and reach
their own views prior to making any investment decision.
Risks relating to the Issuer
Risks relating to macroeconomic conditions
Financial markets are subject to periods of volatility which may impact the DNB Bank Group's
ability to raise financing in a similar manner, and at a similar cost, to the funding it has raised in the
past. Changes in financial markets, including changes in interest rates, exchange rates and returns
from equity, property and other investments, may adversely affect the financial performance of the
DNB Bank Group. Since the second half of 2007, disruption in the global credit markets, coupled with
the repricing of credit risk, has created increasingly difficult conditions in the financial markets. The
global financial system has experienced unprecedented credit and liquidity conditions and disruptions
leading to a reduction in liquidity, greater volatility, general widening of spreads and, in some cases,
lack of price transparency in interest rates.
Although financial markets have shown some degree of stabilisation and economic recovery
has continued since 2010, the recovery has been fragile and uncertainty about future developments in
the market remains. The Eurozone is experiencing a cautious recovery, but there are large
differences between individual countries and regions. International economic growth has increased
through 2013. These developments have created an unfavourable environment for banking activity
generally. Although Norway is not a member of the European Union, such developments significantly
affect Norway (and the DNB Bank Group) since the European Union is one of Norway's principal
trading partners.
Turbulence in credit or other markets could have a material adverse effect on the DNB Bank
Group's ability to access capital and liquidity on financial terms acceptable to it. Any of the foregoing
factors could have a material adverse effect on the DNB Bank Group's business, financial condition
and results of operations.
Legal risks
The Issuer's business operations are governed by law and regulations and are subject to
supervision by the NFSA. Any changes to the current legislation (in particular, legislation relating to the
issuance of covered bonds) could adversely affect the Issuer's business operations and its operating
results and could impair the Issuer's ability to perform its obligations under the Covered Bonds.
Business conditions and economic activity in Norway
The residential mortgage lending activities financed or undertaken by the Issuer are dependent
on the level of finance required by residential borrowers in Norway. In particular, levels of borrowing are
heavily dependent on residential property prices, employment trends, the state of the economy, interest
rates, taxation, mortgage borrowers' financial condition and other factors that affect the Norwegian
economy. As the Issuer and DNB Bank currently conduct the majority of their business in Norway, their
9






performance is influenced by the level and cyclical nature of business activity in Norway, which is in turn
affected by both domestic and international economic and political events. There can be no assurance
that a weakening in the economy of Norway wil not have an adverse effect on the Issuer's results of
operations, financial condition and business prospects and its ability to perform its obligations under the
Covered Bonds.
Risks relating to the Norwegian mortgage market
A combination of increasing household indebtedness and stable or declining housing prices in
Norway could increase the financial vulnerability of some Norwegian mortgage borrowers, especially
young and/or low-income borrowers. Norwegian customers have historically demonstrated a preference
for floating rate mortgages and increases in interest rates could weaken the liquidity situation of certain
borrowers. An increase in household indebtedness, a decline in house prices or an increase in interest
rates could have an adverse effect on mortgage borrowers' ability to meet their mortgage obligations
and could adversely affect the Issuer's results of operations, financial condition and business prospects
and its ability to perform its obligations under the Covered Bonds.
Competition
The Issuer and DNB Bank face intense competition in the residential mortgage market in
Norway, primarily from financial institutions based in Norway and the Nordic region. Certain of the
Issuer's and DNB Bank's competitors may be larger and better capitalised than they are. The Issuer
and DNB Bank may face pricing pressure in certain areas of their operations in the future as
competitors seek to increase market share by reducing prices or offering new services at low prices.
There can be no assurance that existing or increased competition in the Norwegian banking sector
wil not adversely affect the Issuer's results of operations, financial condition and business prospects
and its ability to perform its obligations under the Covered Bonds.
Credit risks relating to the Issuer's col ateral
Given that the Issuer's loans are granted with mortgages on residential real estate as
collateral, the credit risk is driven in part by performance of the real estate and housing market in
Norway. There can be no assurance regarding the future development of the value of this collateral.
Should the prices of real property and the housing market substantially decline, this could adversely
affect the Issuer's results of operations, financial condition and business prospects and its ability to
perform its obligations under the Covered Bonds.
There are many circumstances that affect the level of credit loss, including early repayments,
withdrawals and final payments of interest and principal amounts, such as changes in the economic
climate, both nationally and internationally, changes regarding taxation, interest rate developments,
inflation and political changes. Borrowers may default as a result of interest rate increases or as a
result in changes in their own personal circumstances (e.g. following redundancy or divorce).
If residential real estate comprising the collateral is foreclosed upon, and the defaulting debtor
does not respond to a notice to pay within two weeks, a court order may be needed to establish the
borrower's obligation to pay and to force an auction or public sale of the foreclosed property. The
Issuer's ability to liquidate the col ateral is thus dependent upon receipt of a court order, on the
success of the auction or public sale process, on other relevant circumstances in the mortgage market
and on prevailing levels of demand for the relevant real property.
Default in respect of the Issuer's assets that comprise the Cover Pool could jeopardise the
Issuer's ability to make payments in full or on a timely basis on the Covered Bonds. If a material
amount of assets in the Cover Pool were to default, there is no guarantee that the required level of
assets within the Cover Pool could be maintained or that the Issuer would be able to substitute non-
defaulting assets for the defaulting assets. Any such failure could adversely affect the Issuer's results
of operations, financial condition and business prospects and its ability to perform its obligations under
the Covered Bonds.
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