Bond DNB Ban ASA 0% ( XS0552806142 ) in EUR

DNB Ban ASA

100 % ⇌

Norway

XS0552806142 ( in EUR )

02/11/2022 - Bond has expired

Prospectus brochure of the bond DNB Bank ASA XS0552806142 in EUR 0%, expired

DNB Bank ASA is Norway's largest financial services group, offering a wide range of banking, insurance, and asset management services to individuals and corporations, both domestically and internationally.

The Bond issued by DNB Ban ASA ( Norway ) , in EUR, with the ISIN code XS0552806142, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Bond maturity is 02/11/2022

PROSPECTUS
DNB Bank ASA
(incorporated in Norway)
45,000,000,000
Euro Medium Term Note Programme
On 6th April, 1998, Union Bank of Norway entered into a U.S.$1,500,000,000 Euro Medium Term Note Programme, as supplemented and amended (the
"Programme"). The Programme was subsequently converted into euro and increased to 45,000,000,000. On 12th September, 2002, Union Bank of Norway
converted into a public limited company and following such conversion the obligations of Union Bank of Norway became the obligations of a new entity,
Union Bank of Norway ASA, which from such date became the issuer under the Programme. On 19th January, 2004, Union Bank of Norway ASA merged
with Den norske Bank ASA and, as of such date, Union Bank of Norway ASA was renamed DnB NOR Bank ASA. On 11th November, 2011, DnB NOR Bank
ASA was renamed DNB Bank ASA (the "Issuer" or "DNB Bank").
Pursuant to the Programme, the Issuer may from time to time issue notes ("Notes") denominated in any currency agreed between the Issuer and the relevant
Dealer (as defined below).
As more fully described herein, Notes may be issued (i) on an unsubordinated basis ("Unsubordinated Notes"), (ii) on a subordinated basis with a fixed
maturity as provided in "Terms and Conditions of the Notes" herein ("Dated Subordinated Notes") or (iii) on a subordinated basis with no fixed maturity as
provided in "Terms and Conditions of the Notes" herein ("Undated Subordinated Notes"). The Terms and Conditions of Dated and Undated Subordinated
Notes will not contain any events of default.
Notes may be issued in bearer form ("Bearer Notes"), registered form ("Registered Notes") or uncertificated book-entry form cleared through the Norwegian
Central Securities Depository, the Verdipapirsentralen ("VPS Notes" and the "VPS", respectively).
The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed 45,000,000,000 (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
Notes is set out in "Overview of the Programme Maturities".
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Overview of the Programme 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 Notes being (or intended to be)
subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes.
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 on prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) (the "Prospectus Act 2005") 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") as amended (which
includes the amendments made by Directive 2010/73/EU (the "2010 PD Amending Directive") to the extent that such amendments have been implemented
in a Member State of the European Economic Area). Application has also been made to the Luxembourg Stock Exchange for Notes issued under the
Programme (other than VPS Notes and Swiss Domestic Notes (as defined herein)) 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. In
addition, application has been made to register the Programme on the SIX Swiss Exchange Ltd (the "SIX Swiss Exchange"). Upon specific request, Notes
issued under the Programme may be listed on the SIX Swiss Exchange. References in this Prospectus to Notes being "listed" (and all related references)
shall mean that such Notes are intended to be (i) 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 or (ii) admitted to trading on the standard for bonds of the SIX Swiss Exchange, as the case may be. The
Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of Directive 2004/39/EC (the "Markets in Financial Instruments
Directive"). The CSSF assumes no responsibility as to the economic and financial soundness of the transactions contemplated by this Prospectus or the
quality or solvency of the Issuer in accordance with Article 7(7) of the Prospectus Act 2005.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions
not contained herein which are applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will be set forth in a Final Terms
document ("Final Terms") which, with respect to Notes to be listed on the Luxembourg Stock Exchange, will be filed with the CSSF and, with respect to
Notes to be listed on the SIX Swiss Exchange, will be delivered to the SIX Swiss Exchange.
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 Notes which are not listed or admitted to trading on any market.
The requirement to publish a prospectus under the Prospectus Directive only applies to Notes 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(s)). References in this Prospectus to "Exempt Notes" are to Notes
(including Swiss Domestic Notes) for which no prospectus is required to be published under the Prospectus Directive. The CSSF has neither reviewed nor
approved any information in this Prospectus pertaining to Exempt Notes and the CSSF assumes no responsibility in relation to issues of Exempt Notes.
The Programme has been rated A+ by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies Inc. ("Standard & Poor's"), and A-1
by Moody's Investors Service Limited ("Moody's"). Each of Standard & Poor's and Moody's is established in the European Union and is registered under
Regulation (EC) No. 1060/2009, as amended (the "CRA Regulation"). Notes issued pursuant to the Programme may be rated or unrated. Where a Tranche
of Notes is rated, its rating will be specified in the applicable Final Terms and will not necessarily be the same as the rating applicable to the Programme. 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
Deutsche Bank
Dealers
Barclays
BNP PARIBAS
BofA Merrill Lynch
Citigroup
Commerzbank
Deutsche Bank
DNB Bank
DZ BANK AG
Goldman Sachs International
HSBC
UBS Investment Bank
UniCredit Bank AG
The date of this Prospectus is 9th October, 2012.

This Prospectus constitutes a base prospectus in respect of all Notes other than Exempt
Notes issued under the Programme for the purposes of Article 5.4 of the Prospectus Directive.
The Issuer accepts responsibility for the information contained in this Prospectus and the
Final Terms relating to any Tranche of Notes issued under the Programme. 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 Notes which are admitted to trading on the Luxembourg
Stock Exchange's regulated market will be published 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.
Certain information under "Description of the Issuer" has been extracted from publicly
available sources. The Issuer confirms that such information has been accurately reproduced and
that, so far as it is aware, and is able to ascertain from information published by such sources, no
facts have been omitted which would render the reproduced information inaccurate or misleading.
Neither the Dealers nor the Trustee (as defined below) have separately 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 Trustee 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 Notes or their distribution. 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 Trustee to give any
information or to make any representation not contained in or not consistent with this Prospectus or
any other information supplied in connection with the Programme or the Notes and, if given or made,
such information or representation must not be relied upon as having been authorised by the Issuer
or any of the Dealers or the Trustee.
Neither this Prospectus nor any other information supplied in connection with the
Programme or any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii)
should be considered as a recommendation or as constituting an invitation or offer by the Issuer,
any of the Dealers or the Trustee that any recipient of this Prospectus or any other information
supplied in connection with the Programme or any Notes should purchase any Notes. Each investor
contemplating purchasing any Notes should make its own independent investigation of the financial
condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither this
Prospectus nor any other information supplied in connection with the Programme or the issue of any
Notes constitutes an offer by or on behalf of the Issuer, any of the Dealers or the Trustee to any
person to subscribe for or to purchase any Notes.
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 Trustee 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 to be incorporated herein by reference
when deciding whether or not to purchase any Notes.
2

The distribution of this Prospectus and the offer or sale of Notes may be restricted by law in
certain jurisdictions. None of the Issuer, the Dealers and the Trustee represents that this document
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, the Dealers or the Trustee which is intended to
permit a public offering of any Notes or distribution of this document in any jurisdiction where action
for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and
neither this Prospectus nor any advertisement or other offering material may be distributed or
published in any jurisdiction, except under circumstances that will result in compliance with any
applicable laws and regulations 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 Notes 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 Notes in the United States,
the European Economic Area, the United Kingdom, Norway and Japan (see "Subscription and Sale"
below).
The Bearer Notes of each Tranche (other than Swiss Domestic Notes) will initially be
represented by a temporary global Note in bearer form (a "Temporary Bearer Global Note") which will
(i) if the global Notes are intended to be issued in new global note ("NGN") 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 Notes are
not intended to be issued in NGN 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. A Temporary Bearer Global Note will be exchangeable, as specified in the applicable
Final Terms, for either a permanent global Note in bearer form (a "Permanent Bearer Global Note") or
Bearer Notes 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 Note (other than in respect of Swiss Domestic Notes) either (i) is exchangeable (in
whole but not in part) for definitive Notes upon not less than 60 days' notice or (ii) is only
exchangeable (in whole but not in part) for definitive Notes following the occurrence of an Exchange
Event (as defined under "Form of the Notes"), all as further described in "Form of the Notes" below.
In respect of each Tranche of Notes denominated in Swiss Francs, the Issuer may deliver a
permanent global Note in bearer form (a "Swiss Global Note") in respect of such Notes ("Swiss
Domestic Notes"), which will be deposited on or about the issue date of the Tranche with SIX SIS Ltd,
the Swiss Securities Services Corporation located in Olten, Switzerland ("SIS") or, as the case may
be, with any other intermediary in Switzerland recognised for such purpose by the SIX Swiss
Exchange Ltd (the "SIX Swiss Exchange") (SIS or any such other intermediary, the "Intermediary").
Subject to certain exceptions described below, Bearer Notes may not be offered, sold or delivered
within the United States to, or for the account or benefit of, U.S. persons (as defined the U.S. Internal
Revenue Code of 1986 and U.S. Treasury regulations thereunder). See "Subscription and Sale"
below.
This Prospectus has been prepared on a basis that would permit an offer of Notes with a
denomination of less than 100,000 (or its equivalent in any other currency) only in circumstances
where there is an exemption from the obligation under the Prospectus Directive to publish a
prospectus. As a result, any offer of Notes in any Member State of the European Economic Area
which has implemented the Prospectus Directive (each, a "Relevant Member State") must be made
pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member
State, from the requirement to publish a prospectus for offers of Notes. Accordingly, any person
making or intending to make an offer of Notes in that Relevant Member State may only do so in
circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus
pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16
of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer
have authorised, nor do they authorise, the making of any offer of Notes in circumstances in which
an obligation arises for the Issuer or any Dealer to publish or supplement a prospectus for such
offer.
3

The Notes have not been, and will not be, registered under the Securities Act of 1933, as
amended (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
("Regulation S")) except in accordance with Regulation S or pursuant to an exemption from the
registration requirements of the Securities Act. Unless otherwise provided with respect to a
particular Series (as defined under "Terms and Conditions of the Notes") of Registered Notes, the
Registered Notes 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 Note in registered
form, without interest coupons (a "Reg. S Global Note"), which will either (i) be 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 respective
participants or (ii) be deposited with a common depositary or common safekeeper, as the case may
be for Euroclear and Clearstream, Luxembourg, and registered in the name of a common nominee of,
Euroclear and Clearstream, Luxembourg or in the name of a nominee of the common safekeeper, as
specified in the applicable Final Terms. Prior to expiry of the period that ends 40 days after
completion of the distribution of each Tranche of Notes, 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 Note may not be offered
or sold to, or for the account or benefit of, a U.S. person except in accordance with Rule 144A under
the Securities Act, Rule 903 or 904 of Regulation S, or pursuant to another applicable exemption from
the registration requirements of the Securities Act. The Registered Notes 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 Note in
registered form, without interest coupons (a "Restricted Global Note", and, together with a Reg. S
Global Note, "Registered Global Notes"), deposited with a custodian for, and registered in the name
of a nominee of, DTC. The Registered Notes of each Tranche of such Series sold to "accredited
investors" (as defined in Rule 501(a)(1), (2), (3) and (7) under the Securities Act) which are
institutions ("Institutional Accredited Investors") will be in definitive form, registered in the name of
the holder thereof. Registered Notes in definitive form will, at the request of the holder, be issued in
exchange for interests in the Registered Global Notes upon compliance with the procedures for
exchange as described in "Form of the Notes".
Each Tranche of VPS Notes will be issued in uncertificated book-entry form, as more fully
described under "Form of the Notes" below. On or before the issue date of each Tranche of VPS
Notes entries may be made with the VPS to evidence the debt represented by such VPS Notes to
accountholders with the VPS. VPS Notes will be issued in accordance with the laws and regulations
applicable to VPS Notes from time to time.
Notes may not be offered or sold within the United States or to U.S. persons except in
accordance with Regulation S under the Securities Act or pursuant to an exemption from the
registration requirements of the Securities Act. Registered Notes may be offered and sold in the
United States exclusively to persons reasonably believed by the Dealers to qualify as QIBs (as
defined herein) or placed privately with institutions that are accredited investors as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act. Each U.S. purchaser of Registered
Notes is hereby notified that the offer and sale of any Registered Notes to it may be made in reliance
upon the exemption from the registration requirements of the Securities Act provided by Rule 144A.
To permit compliance with Rule 144A under the Securities Act in connection with the resales of
Registered Notes, the Issuer is required to furnish, upon request of a holder of a Registered Note and
a prospective purchaser designated by such holder, the information required to be delivered under
Rule 144A(d)(4) under the Securities Act. Registered Notes are not transferable to other holders
within the United States except upon satisfaction of certain conditions as described under
"Subscription and Sale".
The Notes 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 Notes are subject to restrictions on
transferability and resale and may not be transferred or resold except as permitted under applicable
4

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 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.
FORWARD-LOOKING STATEMENTS
This Prospectus contains forward-looking statements, which reflect management's current
expectations with respect to future events, financial and operating performance and future market
conditions. Words such as "believe", "anticipate", "expect", "aim", "project", "expect", "intend",
"predict", "target", "may", "might", "assume", "could", "will" and "should" or other variations or
comparable terminology are intended to identify forward-looking statements. Forward-looking
statements appear in a number of places in this Prospectus including, without limitation, the
documents referred to in "Documents Incorporated by Reference", "Risk Factors" and "Description
of the Issuer". These forward-looking statements address matters such as:
·
DNB Bank's business strategy and financial targets;
·
performance of the financial markets;
·
future prospects of DNB Bank such as growth prospects, cost development under the
cost programme and future write-downs on loans; and
·
future exposure to credit, market, liquidity and other risks.
By their nature, forward-looking statements involve risk and uncertainties because they
relate to events and depend on circumstances that may or may not occur in the future. While DNB
Bank has prepared these forward-looking statements in good faith and on the basis of assumptions
it believes to be reasonable, any such forward-looking statements are not guarantees or warranties
of future performance. DNB Bank's actual financial condition, results of operation and cash flows,
and the development of the markets in which it operates, may differ materially from those expressed
or implied in the forward-looking statements contained in this Prospectus.
______________________________________
All references in this document 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
"Yen" refer to Japanese yen, those to "Sterling" and "£" refer to pounds sterling and those to "euro",
"EUR" 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.
5

CONTENTS
Page
Overview of the Programme .........................................................................................................................7
Risk Factors ...............................................................................................................................................14
Documents Incorporated by Reference .......................................................................................................25
General Description of the Programme .......................................................................................................27
Form of the Notes.......................................................................................................................................28
Form of Final Terms ...................................................................................................................................33
Book-Entry Clearance Systems ..................................................................................................................54
Terms and Conditions of the Notes .............................................................................................................56
Use of Proceeds .........................................................................................................................................95
Description of the Issuer .............................................................................................................................96
Taxation ................................................................................................................................................... 110
Subscription and Sale............................................................................................................................... 113
General Information .................................................................................................................................. 119
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) acting as
the Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) 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, 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 Notes 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
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 Stabilising Manager(s) (or persons acting
on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules.
6

OVERVIEW OF THE PROGRAMME
The following overview does not purport to be complete and is taken from, and is qualified in
its entirety by, the remainder of this Prospectus and, in relation to the terms and conditions of any
particular Tranche of Notes, the applicable Final Terms. 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
of the Notes, in which event, in the case of Notes other than Exempt Notes and, if appropriate, a
supplement to this Prospectus or a new Prospectus will be published.
Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes"
shall have the same meanings in this Overview of the Programme.
Information relating to the Issuer
Description:
DNB Bank ASA, a public limited company incorporated under the
laws of the Kingdom of Norway on 10th September, 2002 with
registration number 984 851 006. The registered office of the Issuer
is at Dronning Eufemias gate 30, N-0021 Oslo, Norway.
Information relating to the Programme
Description:
Euro Medium Term Note Programme
Arranger:
Deutsche Bank AG, London Branch
Dealers:
Barclays Bank PLC
BNP Paribas
Citigroup Global Markets Limited
Commerzbank Aktiengesellschaft
Deutsche Bank AG, London Branch
DNB Bank ASA
DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am
Main
Goldman Sachs International
HSBC Bank plc
Merrill Lynch International
UBS Limited
UniCredit Bank AG
Trustee:
The Law Debenture Trust Corporation p.l.c.
Registrar:
Citigroup Global Markets Deutschland AG
Issuing and Principal Paying Agent:
Citibank, N.A., London Branch
VPS Account Manager:
DNB Bank ASA, Verdipapirservice
Size:
Up to 45,000,000,000 (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:
Notes 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, Swiss Francs, Yen and, subject to any
7

applicable legal or regulatory restrictions and any applicable
reporting requirements, any other currency agreed between the
Issuer and the relevant Dealer.
Maturities:
Subject to compliance with all relevant laws, regulations and
directives, any maturity as may be agreed between the Issuer and
the relevant Dealer(s). Unless otherwise permitted by then current
laws, regulations and directives, Dated Subordinated Notes will have
a minimum maturity of not less than five years. Undated
Subordinated Notes will have no fixed maturity.
Issue Price:
Notes may be issued on a fully-paid basis and at an issue price
which is at par or at a discount to, or premium over, par.
Form of Notes:
The Notes will be issued in bearer form, registered form or, in the
case of VPS Notes, uncertificated book-entry form, as described in
"Form of the Notes" below.
Each Tranche of Bearer Notes (other than Swiss Domestic Notes)
will be initially represented by a Temporary Bearer Global Note
which will (i) if the global Notes are intended to be issued in NGN
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 Notes are not
intended to be issued in NGN form, be delivered on or prior to the
Issue Date to a Common Depositary for Euroclear and Clearstream,
Luxembourg. The Temporary Bearer Global Note will be
exchangeable, as specified in the applicable Final Terms, for either
a Permanent Bearer Global Note or Bearer Notes in definitive form,
in each case upon certification as to non-U.S. beneficial ownership
as required by U.S. Treasury regulations.
Each Tranche of Swiss Domestic Notes will initially be represented
by a Swiss Global Note which will be deposited on or about the
issue date of the Tranche with the Intermediary.
Each Tranche of Registered Notes will be represented by either (i) a
Reg. S Global Note, deposited with a custodian for, and registered in
the name of a nominee of, DTC for the accounts of Euroclear and
Clearstream, Luxembourg for the accounts of their respective
participants or deposited with a common depositary or common
safekeeper, as the case may be for Euroclear and Clearstream,
Luxembourg, and registered in the name of a common nominee of,
Euroclear and Clearstream, Luxembourg or in the name of a
nominee of the common safekeeper, as specified in the applicable
Final Terms, (ii) a Restricted Global Note, deposited with a
custodian for, and registered in the name of a nominee of, DTC or
(iii) (in the case of Registered Notes sold to Institutional Accredited
Investors) Registered Notes in definitive form, registered in the
name of the holder thereof.
Bearer Notes will not be exchangeable for Registered Notes and
vice versa.
VPS Notes will not be evidenced by any physical note or document
of title. Entitlements to VPS Notes will be evidenced by the crediting
of VPS Notes to accounts with the VPS.
Fixed Rate Notes:
Interest will be payable on such date or dates as may be agreed
8

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 Notes:
Floating Rate Notes will bear interest at a rate determined:
(i)
on the same basis as the floating rate under a notional
interest-rate swap transaction in the relevant Specified
Currency governed by an agreement incorporating the 2006
ISDA Definitions (as published by the International Swaps
and Derivatives Association, Inc., and as amended and
updated as at the Issue Date of the first Tranche of the Notes
of the relevant Series); or
(ii)
on the basis of 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 for each Series of
Floating Rate Notes.
Floating Rate Notes may also have a maximum interest rate, a
minimum interest rate or both (as indicated in the applicable Final
Terms).
Interest on Floating Rate Notes in respect of each Interest Period, as
agreed prior to issue by the Issuer and the relevant Dealer(s), will be
payable on such Interest Payment Dates and will be calculated on
the basis of such Day Count Fraction as may be agreed between the
Issuer and the relevant Dealer(s).
Zero Coupon Notes:
Zero Coupon Notes will be offered and sold at a discount to their
nominal amount and will not bear interest.
Exempt Notes:
The Issuer may agree with any Dealer and the Trustee that Exempt
Notes may be issued in a form not contemplated by the Terms and
Conditions of the Notes, in which event the relevant provisions will
be included in the applicable Final Terms.
Redemption:
In relation to Unsubordinated Notes and Dated Subordinated Notes,
the applicable Final Terms will indicate the scheduled maturity date
(which in the case of Dated Subordinated Notes, must be at least
five years after the issue date in respect of such Notes) and will also
indicate whether such Notes cannot be redeemed prior to their
stated maturity (other than for taxation reasons or (in the case of
Unsubordinated Notes) following an Event of Default) or that such
Notes will be redeemable at the option of the Issuer ("Issuer Call")
(which, in respect of Dated Subordinated Notes, may not take place
prior to the fifth anniversary of the Issue Date) and/or at the option of
the Noteholders ("Investor Put") (which, in respect of Dated
Subordinated Notes, may not take place prior to the fifth anniversary
of the Issue Date), in each case upon giving not less than 15 nor
more than 30 days' irrevocable notice to the Noteholders or the
9

Issuer, as the case may be, on a date or dates specified in the
applicable Final Terms, at the maturity and at a price or prices and
on such terms as are indicated in the applicable Final Terms.
Undated Subordinated Notes will have no scheduled maturity date
and the applicable Final Terms will indicate whether such Notes will
be redeemable at the option of the Issuer.
Where the applicable Final Terms specify that Condition 6(j) applies,
if a Capital Event (as defined in Condition 6(j) occurs within the
period from (and including) the relevant issue date to (but excluding)
the 90th calendar day after the date of effective implementation of
CRD4 (as defined in Condition 6(j) in Norway, the Issuer shall be
entitled to redeem Dated or Undated Subordinated Notes (subject to
the prior written consent of the Norwegian FSA (as defined below)).
No early redemption of Dated Subordinated Notes and no
redemption of Undated Subordinated Notes may take place without
the prior written consent of the Financial Supervisory Authority of
Norway (Finanstilsynet) (the "Norwegian FSA").
Denomination of Notes:
Notes will be issued in such denominations as may be agreed
between the Issuer and the relevant Dealer(s) and as indicated in
the applicable Final Terms save that the minimum denomination of
each Note (other than an Exempt Note) admitted to trading on a
regulated market within the European Economic Area or offered to
the public in a Member State of the European Economic Area in
circumstances which require the publication of a prospectus under
the Prospectus Directive will be 100,000 (or, if the Notes are
denominated in a currency other than euro, the equivalent amount in
such currency at the time of issue) or such other amount as may be
allowed or required from time to time by the relevant regulatory
authority or any laws or regulations applicable to the relevant
Specified Currency.
The minimum denomination of each Note sold, resold or transferred
to an Institutional Accredited Investor will be U.S.$500,000 or its
equivalent in other Specified Currencies.
Taxation:
All payments in respect of the Notes will be made without deduction
for or on account of withholding taxes imposed within the Kingdom
of Norway, subject as provided in Condition 7.
All payments in respect of the Notes will be made subject to any
deduction or withholding required by FATCA, as provided in
Condition 5(b).
Negative Pledge:
The Notes will not contain a negative pledge provision.
Cross-Default:
None.
Neither Dated Subordinated Notes nor Undated Subordinated
Notes will contain any events of default.
Status of the Unsubordinated Notes:
The Unsubordinated Notes will constitute direct, unconditional,
unsubordinated and unsecured obligations of the Issuer and will
rank pari passu among themselves and (save for certain debts
required to be preferred by law) equally with all other unsecured
obligations (including deposits) (other than subordinated obligations,
10