Bond DNB Boliglån A.S 3.84% ( XS0506264315 ) in EUR

DNB Boliglån A.S

100 % ⇌

Norway

XS0506264315 ( in EUR )

3.84% per year ( payment 1 time a year)

07/05/2030

Prospectus brochure of the bond DNB Boligkreditt A.S XS0506264315 en EUR 3.84%, maturity 07/05/2030

07/05/2026 ( In 12 days )

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 XS0506264315, pays a coupon of 3.84% per year.
The coupons are paid 1 time per year and the Bond maturity is 07/05/2030

DnB NOR BOLIGKREDITT AS
(incorporated in Norway)
40,000,000,000
Covered Bond Programme
Under this 40,000,000,000 Covered Bond Programme (the "Programme"), DnB NOR 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") and/or any
other clearing system as may be specified in the applicable Final Terms (together the "VP Systems Covered Bonds").
The maximum aggregate nominal amount of all Covered Bonds from time to time outstanding under the Programme will not
exceed 40,000,000,000 (or its equivalent in other currencies calculated as described herein). A description of the restrictions
applicable at the date of this Prospectus relating to the maturity of certain Covered Bonds is set out in "Summary Maturities".
The Covered Bonds may be issued on a continuing basis to one or more of the Dealers specified under "Summary Dealers"
below and any additional Dealer appointed under the Programme from time to time, which appointment may be for a specific
issue or on an ongoing basis (each a "Dealer" and together the "Dealers"). References in this Prospectus to the "relevant
Dealer" shall, in the case of an issue of Covered Bonds being (or intended to be) subscribed by more than one Dealer, be to all
Dealers agreeing to subscribe such Covered Bonds.
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent
authority under the Luxembourg Act dated 10th July, 2005 relating to prospectuses for securities (loi relative aux prospectus
pour valeurs mobilieres) for the approval of this document as a base prospectus for the purposes of Article 5.4 of Directive
2003/71/EC (the "Prospectus Directive"). Application has also been made to the Luxembourg Stock Exchange for Covered
Bonds issued under the Programme (other than VP Systems Covered Bonds) during the period of 12 months from the date of
this Prospectus to be admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Official
List of the Luxembourg Stock Exchange. References in this Prospectus to Covered Bonds being "listed" (and all related
references) shall mean that such Covered Bonds are intended to be admitted to trading on the Luxembourg Stock Exchange's
regulated market and are intended to be listed on the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock
Exchange's regulated market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and
of the Council on markets in financial instruments of 21 April 2004 (the "Markets in Financial Instruments Directive").
Notice of the aggregate nominal amount of Covered Bonds, interest (if any) payable in respect of Covered Bonds, the issue
price of Covered Bonds and any other terms and conditions not contained herein which are applicable to each Tranche (as
defined under "Terms and Conditions of the Covered Bonds") of Covered Bonds will be set forth in a Final Terms document
("Final Terms") which, with respect to Covered Bonds to be listed on the Luxembourg Stock Exchange, will be filed with the
CSSF.
The Programme provides that Covered Bonds may be listed or admitted to trading, as the case may be, on such other or
further stock exchanges or markets as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue
Covered Bonds which are not listed or admitted to trading on any market.
The Covered Bonds issued under the Programme are expected to be assigned an "AAA" rating by Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies Inc. ("Standard & Poor's"), an "Aaa" rating by Moody's Investors Service
Limited ("Moody's") and a "AAA" rating by Fitch Ratings Limited ("Fitch"). However, the Issuer may also issue covered bonds
which are unrated or rated below "AAA" by Standard & Poor's, "Aaa" by Moody's and "AAA" by Fitch. Details of the ratings of
the Covered Bonds will be specified in the applicable Final Terms. A security rating is not a recommendation to buy, sell or hold
securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
The Issuer may agree with any Dealer that Covered Bonds may be issued in a form not contemplated by the Terms and
Conditions of the Covered Bonds herein, in which event a supplement to the Prospectus, if appropriate, will be made available
which will describe the effect of the agreement reached in relation to such Covered Bonds.
Prospective investors should have regard to the factors described under the section "Risk Factors" in this Prospectus.
Arranger
Barclays Capital
Dealers
Barclays Capital
BNP PARIBAS
Commerzbank Corporates &
Markets
Credit Suisse
Deutsche Bank
DnB NOR Bank
DZ BANK AG
J.P. Morgan
Norddeutsche Landesbank
Girozentrale
The Royal Bank of Scotland
UBS Investment Bank
UniCredit Group (HVB)
The date of this Prospectus is 19 June, 2009

This Prospectus constitutes a base prospectus (the "Prospectus") for the purposes of
Article 5.4 of the Prospectus Directive.
The Issuer (the "Responsible Person") accepts responsibility for the information
contained in this Prospectus. To the best of the knowledge and belief of the Issuer (having
taken all reasonable care to ensure that such is the case) the information contained in this
Prospectus is in accordance with the facts and does not omit anything likely to affect the
import of such information.
Copies of Final Terms relating to Covered Bonds which are admitted to trading on the
Luxembourg Stock Exchange's regulated market will be available on the website of the
Luxembourg Stock Exchange at www.bourse.lu and from the registered office of the Issuer
and the specified offices of the Paying Agents (as defined below) for the time being in London
and Luxembourg.
This Prospectus is to be read in conjunction with all documents which are deemed to
be incorporated herein by reference (see "Documents Incorporated by Reference" below). This
Prospectus shall be read and construed on the basis that such documents are incorporated
and form part of this Prospectus.
To the fullest extent permitted by law, no representation, warranty or undertaking,
express or implied, is made and no responsibility or liability is accepted by the Dealers or the
Arranger as to the accuracy or completeness of the information contained in this Prospectus
or any other information provided by the Issuer in connection with the Programme or the
Covered Bonds or their distribution. The Arranger and each Dealer accordingly disclaim all
and any liability whether arising in tort or contract or otherwise which it might otherwise have
in respect of this Prospectus or any other information provided by the Issuer in connection
with the Programme and the Covered Bonds. The statements made in this paragraph are made
without prejudice to the responsibility of the Issuer under 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
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 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 or constituting an invitation or
offer by the Issuer, any of the Dealers or the Arranger that any recipient of this Prospectus or
any other information supplied in connection with the Programme or any Covered Bonds
should purchase any Covered Bonds. Each investor contemplating purchasing any Covered
Bonds should make its own independent investigation of the financial condition and affairs,
and its own appraisal of the creditworthiness, of the Issuer. Neither this Prospectus nor any
other information supplied in connection with the Programme or the issue of any Covered
Bonds constitutes an offer by or on behalf of the Issuer, any of the Dealers or the Arranger to
any person to subscribe for or to purchase any Covered Bonds.
The delivery of this Prospectus does not at any time imply that the information
contained herein concerning the Issuer is correct at any time subsequent to the date hereof or
that any other information supplied in connection with the 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. Investors should review, inter alia, the documents
deemed incorporated herein by reference when deciding whether or not to purchase any
Covered Bonds.
2

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 distribution of this Prospectus and the offer or sale of Covered Bonds may be
restricted by law in certain jurisdictions. None of the Issuer, the Dealers or the Arranger
represents that this document may be lawfully distributed, or that any Covered Bonds may be
lawfully offered, in compliance with any applicable registration or other requirements in any
such jurisdiction, or pursuant to an exemption available thereunder, or assume any
responsibility for facilitating any such distribution or offering. In particular, no action has been
taken by the Issuer, the Dealers or the Arranger which would permit a public offering of any
Covered Bonds outside Luxembourg or distribution of this document in any jurisdiction where
action for that purpose is required. Accordingly, no Covered Bonds may be offered or sold,
directly or indirectly, and neither this Prospectus nor any advertisement or other offering
material may be distributed or published in any jurisdiction, except under circumstances that
will result in compliance with any applicable laws and regulations and the Dealers have
represented that all offers and sales by them will be made on the same terms. Persons into
whose possession this Prospectus or any Covered Bonds come must inform themselves
about, and observe, any such restrictions. In particular, there are restrictions on the
distribution of this Prospectus and the offer or sale of Covered Bonds in the United States, the
European Economic Area, the United Kingdom, Norway, Denmark, The Netherlands and Japan
(see "Subscription and Sale" below).
The Bearer Covered Bonds of each Tranche will initially be represented by a temporary
global Covered Bond in bearer form (a "Temporary Bearer Global Covered Bond") which will
(i) if the global Covered Bonds are intended to be issued in new global Covered Bond
("NGCB") form, as specified in the applicable Final Terms, be delivered on or prior to the
original issue date of the Tranche to a common safekeeper (the "Common Safekeeper") for
Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, société anonyme
("Clearstream, Luxembourg"); and (ii) if the global Covered Bonds are not intended to be
issued in NGCB form, be delivered on or prior to the original issue date of the Tranche to a
common depositary (the "Common Depositary") for Euroclear and Clearstream, Luxembourg.
The Temporary Bearer Global Covered Bond will be exchangeable, as specified in the
applicable Final Terms, for either a permanent global Covered Bond in bearer form (a
"Permanent Bearer Global Covered Bond") or, in certain limited circumstances, Bearer
Covered Bonds in definitive form, in each case upon certification as to non-U.S. beneficial
ownership as required by U.S. Treasury regulations. The applicable Final Terms will specify
that a Permanent Bearer Global Covered Bond either (i) is exchangeable (in whole but not in
part) for definitive Covered Bonds upon not less than 60 days' notice or (ii) is only
exchangeable (in whole but not in part) for definitive Covered Bonds following the occurrence
of an Exchange Event (as defined under "Form of the Covered Bonds"), all as further
described in "Form of the Covered Bonds" below. Bearer Covered Bonds are subject to U.S.
tax law requirements, and, subject to certain exceptions, may not be offered, resold or
delivered within the United States to, or for the account or benefit of, U.S. persons. See
"Subscription and Sale" 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") for the accounts of Euroclear and Clearstream, Luxembourg for the accounts of their
3

respective participants. 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
("QIBs") within the meaning of Rule 144A under the Securities Act will be represented by a
restricted permanent global covered bond in registered form, without interest coupons (a
"Restricted Global Covered Bond", and, together with a Reg. S. Global Covered Bond,
"Registered Global Covered Bonds"), deposited with a custodian for, and registered in the
name of a nominee of, DTC. Registered Covered Bonds in definitive form will, at the request of
the holder (save to the extent otherwise indicated in the applicable Final Terms), be issued in
exchange for interests in the Registered Global Covered Bonds upon compliance with the
procedures for exchange as described in "Form of the Covered Bonds".
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 the VPS, VP or VPC (as the case may be) to evidence the debt represented by
such VP Systems Covered Bonds to accountholders with the 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
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.
4

NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR
A LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE
CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY
DOCUMENT FILED UNDER CHAPTER 421-B IS TRUE, COMPLETE AND NOT MISLEADING.
NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS
AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF
STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR
RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT
IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER,
CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF
THIS PARAGRAPH.
All references in this document to "U.S. dollars", "U.S.$" and "$" refer to United States
dollars, 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 European Union, as amended.
5

DOCUMENTS INCORPORATED BY REFERENCE
The following documents, which have previously been published and have been filed with the
CSSF, shall be incorporated in, and form part of, this Prospectus:
(a)
the audited annual financial statements of the Issuer for each of the financial years ended 31
December 2007 and 31 December 2008, including the information set out at the following
pages of the Issuer's `Annual Report 2007' and `Annual Report 2008'. The audited annual
financial statements of the Issuer for the year ended 31 December 2007 and 31 December
2008 were prepared in accordance with simplified application of International Financial
Reporting Standards according to the Norwegian Ministry of Finance's regulations on Annual
Accounts Section 1-5 ("Norwegian IFRS Regulations"):
2007
2008
Income statement
page 6
page 6
Balance sheets
page 7
Page 7
Statement of changes in equity
page 8
page 8
Cash flow statements
page 9
page 9
Accounting principles and explanatory notes
pages 11-35
pages 11-36
Auditors' report
page 36
page 37
(b)
the unaudited interim financial statements of the Issuer as at, and for the period ended, 31
March 2009, prepared in accordance with Norwegian IFRS Regulations, including the
information set out at the following pages of the Issuer's `First Quarter Report 2009':
Income statements
page 5
Balance sheets
page 5
Cash flow statements
page 7
Accounting principles and explanatory notes
pages 8-16
Any other information not listed above but contained in such document is incorporated by
reference for information purposes only.
Following the publication of this Prospectus a supplement to the Prospectus may be prepared
by the Issuer and approved by the CSSF in accordance with Article 16 of the Prospectus Directive.
Statements contained in any such supplement (or contained in any document incorporated by
reference therein) shall, to the extent applicable (whether expressly, by implication or otherwise), be
deemed to modify or supersede statements contained in this Prospectus or in a document which is
incorporated by reference in this Prospectus. Any statement so modified or superseded shall not,
except as so modified or superseded, constitute a part of this Prospectus.
Copies of documents incorporated by reference in this Prospectus can be obtained from the
Luxembourg Stock Exchange's website at www.bourse.lu and, upon request, free of charge, from the
registered office of the Issuer and the specified offices of the Paying Agents for the time being in
London and Luxembourg.
In the event of any significant new factor arising or any material mistake or inaccuracy relating
to the information included in this Prospectus which is capable of affecting the assessment of any
Covered Bonds or any change in the condition of the Issuer which is material in the context of the
Programme or the issue of any Covered Bonds, the Issuer will prepare and publish a supplement to
this Prospectus or publish a new prospectus for use in connection with any subsequent issue of
Covered Bonds. Furthermore, the Issuer has undertaken to the Dealers in the Programme Agreement
(as defined in "Subscription and Sale") that it will, in connection with the listing of the Covered Bonds
on the Luxembourg Stock Exchange, so long as any Covered Bond remains outstanding and listed on
such exchange, in the event of any material adverse change in the financial condition of the Issuer
which is not reflected in this Prospectus, prepare and publish a further supplement to this Prospectus
or publish a new prospectus for use in connection with any subsequent issue of the Covered Bonds to
be listed on the Luxembourg Stock Exchange.
6

CONTENTS
Page
SUMMARY............................................................................................................................ 8
RISK FACTORS .................................................................................................................. 15
GENERAL DESCRIPTION OF THE PROGRAMME............................................................ 23
FORM OF THE COVERED BONDS.................................................................................... 24
FORM OF FINAL TERMS ................................................................................................... 27
DTC INFORMATION REGISTERED COVERED BONDS ................................................ 44
TERMS AND CONDITIONS OF THE COVERED BONDS .................................................. 46
SUMMARY OF NORWEGIAN LEGISLATION RELATING TO COVERED BONDS ............ 77
THE ISSUER COVER POOL .............................................................................................. 81
SUMMARY OF KEY TRANSACTION DOCUMENTS .......................................................... 82
USE OF PROCEEDS.......................................................................................................... 88
DESCRIPTION OF THE ISSUER........................................................................................ 89
DESCRIPTION OF THE DNB NOR GROUP....................................................................... 93
THE NORWEGIAN HOUSING MORTGAGE MARKET ....................................................... 97
TAXATION ........................................................................................................................ 102
SUBSCRIPTION AND SALE ............................................................................................. 113
GENERAL INFORMATION ............................................................................................... 118
GLOSSARY ...................................................................................................................... 120
In connection with the issue of any Tranche of Covered Bonds, the Dealer or Dealers (if
any) named as the Stabilising Manager(s) (or persons acting on behalf of any Stabilising
Manager(s)) in the applicable Final Terms may over-allot Covered Bonds or effect transactions
with a view to supporting the market price of the Covered Bonds at a level higher than that
which might otherwise prevail. However, there is no assurance that the Stabilising Manager(s)
(or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any
stabilisation action may begin on or after the date on which adequate public disclosure of the
terms of the offer of the relevant Tranche of Covered Bonds is made and, if begun, may be
ended at any time, but it must end no later than the earlier of 30 days after the issue date of the
relevant Tranche of Covered Bonds and 60 days after the date of the allotment of the relevant
Tranche of Covered Bonds. Any stabilisation action or over-allotment shall be conducted in
accordance with all applicable laws and rules.
7

SUMMARY
The following is a brief summary only and should be read in conjunction with the rest
of this Prospectus and, in relation to any Covered Bond, in conjunction with the applicable
Final Terms and, to the extent applicable, the Terms and Conditions of the Covered Bonds set
out herein. Any decision to invest in the Covered Bonds should be based on a consideration
of the Prospectus as a whole, including the documents incorporated by reference. Following
the implementation of the relevant provisions of the Prospectus Directive in each Member
State of the European Economic Area, no civil liability will attach to the Responsible Person in
any such Member State solely on the basis of this summary, including any translation thereof,
unless it is misleading, inaccurate or inconsistent when read together with the other parts of
this Prospectus. Where a claim relating to the information contained in this Prospectus is
brought before a court in a Member State of the European Economic Area, the plaintiff may,
under the national legislation of the Member State where the claim is brought, be required to
bear the costs of translating the Prospectus before the legal proceedings are initiated.
Information relating to the Issuer:
Description:
DnB NOR Boligkreditt AS, a limited company incorporated under the
laws of the Kingdom of Norway and originally established as a
finance company on 14 June 2003 with registration number 985 621
551. The registered office of the Issuer is at Kirkegaten 21 c/o DnB
NOR Bank ASA N-0021 Oslo Norway. The telephone number of the
Issuer is + 47 91503000. On 9 May 2007, the Issuer was granted
licence to become a mortgage credit institution by the Norwegian
Financial Supervisory Authority.
Business of the Issuer:
The Issuer specialises in mortgage lending in Norway. The Issuer is
incorporated and domiciled in Norway and is a member of the DnB
NOR group (the "Group"), Norway's largest financial services group.
Information relating to the Programme
Description:
Covered Bond Programme
Arranger:
Barclays Bank PLC
Dealers:
Barclays Bank PLC
Bayerische Hypo-und Vereinsbank AG
BNP Paribas
Commerzbank Aktiengsellschaft
Credit Suisse Securities (Europe) Limited
Deutsche Bank Aktiengesellschaft
DnB NOR Bank ASA
DZ Bank AG Deutsche Zentral-Genossenschaftsbank,
Frankfurt am Main
J.P. Morgan Securities Ltd.
Norddeutsche Landesbank Girozentrale
The Royal Bank of Scotland plc
UBS Limited
Fiscal Agent, Transfer Agent Citibank, N.A.
and Exchange Agent:
Registrar:
Citigroup Global Markets Deutschland AG & Co. KGaA
Luxembourg Paying Agent:
Deutsche Bank (Luxembourg) S.A.
VPS Account Manager:
DnB NOR Bank ASA, Verdipapirservice
8

VP Systems Account
DnB NOR Bank ASA, Verdipapirservice in its capacity as the VPS
Manager:
Account Manager and/or any other agent appointed by the Issuer
from time to time in relation to the VP Systems Covered Bonds.
Size:
Up to 40,000,000,000 (or its equivalent in other currencies
calculated as described in "General Description of the Programme")
outstanding at any time. The Issuer may increase the amount of the
Programme in accordance with the terms of the Programme
Agreement.
Distribution:
Covered Bonds may be distributed by way of private or public
placement and in each case on a syndicated or non-syndicated
basis.
Currencies:
Euro, Sterling, U.S. dollars, Yen, Norwegian kroner, Danish kroner,
Swedish kronor and, subject to any applicable legal or regulatory
restrictions and any applicable reporting requirements, any other
currency agreed between the Issuer and the relevant Dealer (each a
"Specified Currency").
Redenomination:
The applicable Final Terms may provide that certain Covered Bonds
may be redenominated in euro.
Maturities:
Subject to compliance with all relevant laws, regulations and
directives, any maturity as agreed between the Issuer and the
relevant Dealer(s).
Issue Price:
Covered Bonds may be issued on a fully-paid or a partly-paid basis
and at an issue price which is at par or at a discount to, or premium
over, par.
Form of Covered Bonds:
The Covered Bonds will be issued in bearer form, registered form or,
in the case of VP Systems Covered Bonds, uncertificated and
dematerialised book entry form, as described in "Form of Covered
Bonds" below. VP Systems Covered Bonds will not be evidenced by
any physical covered bond or document of title. Entitlements to VP
Systems Covered Bonds will be evidenced by the crediting of VP
Systems Covered Bonds to accounts with the relevant VPS, VP or
VPC (as the case may be).
Each Tranche of Bearer Covered Bonds will be initially represented
by a Temporary Bearer Global Covered Bond which will (i) if the
global Covered Bonds are intended to be issued in NGCB form, as
specified in the applicable Final Terms, be delivered on or prior to the
Issue Date to a Common Safekeeper for Euroclear and Clearstream,
Luxembourg; and (ii) if the global Covered Bonds are not intended to
be issued in NGCB form, be delivered on or prior to the Issue Date to
a Common Depositary for Euroclear and Clearstream, Luxembourg.
The Temporary Bearer Global Covered Bond will be exchangeable,
as specified in the applicable Final Terms, for either a Permanent
Bearer Global Covered Bond or 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.
Bearer Covered Bonds will not be exchangeable for Registered
Covered Bonds and vice versa.
9

Clearing Systems:
Euroclear, Clearstream, Luxembourg, DTC, VP, VPS and/or VPC
and/or, in relation to any Tranche of Covered Bonds, any other
clearing system as may be specified in the relevant Final Terms.
Status of the Covered Bonds: The Covered Bonds are unsubordinated obligations 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 (the "Financial Institutions Act") and rank pari passu
among themselves and with all other obligations of the Issuer that
have been provided the same priority as debt instruments issued
pursuant to the Financial Institutions Act. To the extent that claims in
relation to the Covered Bonds and related derivative agreements are
not met out of the assets of the Issuer that are covered in accordance
with the Financial Institutions Act, the residual claims will rank pari
passu with the unsecured and unsubordinated obligations of the
Issuer. In the event of the Issuer's bankruptcy, the costs of such
bankruptcy will rank ahead of a claim for payment of the Covered
Bonds. See also "Summary of Norwegian legislation relating to
Covered Bonds".
Fixed Rate Covered Bonds:
Covered Bonds may provide for interest based on a fixed rate ("Fixed
Rate Covered Bonds"). Interest will be payable on Fixed Rate
Covered Bonds on such date or dates as may be agreed between the
Issuer and the relevant Dealer(s) (as indicated in the applicable Final
Terms) and on redemption, and will be calculated on the basis of
such Day Count Fraction as may be agreed between the Issuer and
the relevant Dealer(s).
Floating Rate Covered
Covered Bonds may provide for interest based on a floating rate
Bonds:
("Floating Rate Covered Bonds"). Floating Rate Covered Bonds will
bear interest at a rate determined:
(i)
on the same basis as the floating rate under a notional
interest-rate swap transaction in the relevant Specified
Currency governed by an agreement incorporating the 2000
ISDA Definitions (as published by the International Swaps
and Derivatives Association, Inc., and as amended and
updated as at the Issue Date of the first Tranche of the
Covered Bonds of the relevant Series); or
(ii)
on the basis of a reference rate appearing on the agreed
screen page of a commercial quotation service; or
(iii)
on such other basis as may be agreed between the Issuer
and the relevant Dealer, as indicated in the applicable Final
Terms.
The margin (if any) relating to such floating rate will be agreed
between the Issuer and the relevant Dealer(s) for each Series of
Floating Rate Covered Bonds.
Index Linked Covered Bonds: Covered Bonds may provide for payments of interest to be linked to
an index ("Index Linked Interest Covered Bonds") or redemption
amounts to be linked to an index ("Index Linked Redemption
Covered Bonds"). Payments of principal in respect of Index Linked
Redemption Covered Bonds or of interest in respect of Index Linked
Interest Covered Bonds will be calculated by reference to such index
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