Bond DNB Ban ASA 0.0425% ( XS0737123942 ) in GBP

Issuer DNB Ban ASA
Market price 100 %  ▼ 
Country  Norway
ISIN code  XS0737123942 ( in GBP )
Interest rate 0.0425% per year ( payment 1 time a year)
Maturity 27/01/2020 - Bond has expired



Prospectus brochure of the bond Dnb Bank Asa XS0737123942 in GBP 0.0425%, expired


Minimal amount /
Total amount /
Detailed description 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 GBP, with the ISIN code XS0737123942, pays a coupon of 0.0425% per year.
The coupons are paid 1 time per year and the Bond maturity is 27/01/2020







PROSPECTUS
DnB NOR 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 (the "Issuer" or "DnB
NOR 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 "Summary ­ Maturities".
The Notes 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 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) 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 Programme has been rated by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies Inc. ("Standard & Poor's"), and by
Moody's Investors Service Limited ("Moody's"). Notes issued pursuant to the Programme may be rated or unrated. Where an issue 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. Whether or not
each credit rating applied for in relation to relevant Notes will be issued by a credit rating agency established in the European Union and registered
under Regulation (EC) No. 1060/2009 (the "CRA Regulation") will be disclosed in the 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 and the Trustee (as defined below) that Notes may be issued in a form not contemplated by the Terms and
Conditions of the Notes herein, in which event a supplement to this Prospectus, if appropriate, will be made available which will describe the effect of
the agreement reached in relation to such Notes.
Any person (an "Investor") intending to acquire or acquiring any Notes from any person (an "Offeror") should be aware that, in the context of an offer to
the public as defined in the Prospectus Directive, the Issuer may be responsible to the Investor for this Prospectus only if the Issuer is acting in
association with, or has authorised, that Offeror to make the offer to the Investor. Each Investor should therefore verify with the Offeror whether or not
the Offeror is acting in association with, or is authorised by, the Issuer. If the Offeror is not acting in association with, or is not authorised by, the Issuer,
the Investor should check with the Offeror whether anyone is responsible for this Prospectus for the purposes of Article 6 of the Prospectus Directive as
implemented by the national legislation of each Member State of the European Economic Area in the context of the offer to the public, and, if so, who
that person is. If the Investor is in any doubt about whether it can rely on this Prospectus and/or who is responsible for its contents it should take legal
advice.
Arranger
Deutsche Bank
Dealers
Barclays Capital
BNP PARIBAS
BofA Merrill Lynch
Citigroup
Commerzbank
Deutsche Bank
DnB NOR Bank
DZ BANK AG
Goldman Sachs International
HSBC
UBS Investment Bank
UniCredit Bank AG
The date of this Prospectus is 7th September, 2011.


This Prospectus constitutes a base 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. This
paragraph should be read in conjunction with the final paragraph on the front page of this
Prospectus.
Subject as provided in the applicable Final Terms, the only persons authorised to use this
Prospectus in connection with an offer of Notes are the persons named in the applicable Final Terms
as the relevant Dealer or the Managers and the persons named in or identifiable from the applicable
Final Terms as the Financial Intermediaries, as the case may be.
An Investor intending to acquire or acquiring any Notes from an Offeror will do so, and offers
and sales of the Notes to an Investor by an Offeror will be made, in accordance with any terms and
other arrangements in place between such Offeror and such Investor including as to price,
allocations and settlement arrangements. The Issuer will not be a party to any such arrangements
with Investors (other than the Dealers) in connection with the offer or sale of the Notes and,
accordingly, this Prospectus and any Final Terms will not contain such information. The Investor
must look to the Offeror at the time of such offer for the provision of such information. The Issuer
has no responsibility to an Investor in respect 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 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.
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 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
2


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.
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, unless specifically indicated to the contrary in the applicable Final Terms, 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 (as defined below)) 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.
3


This Prospectus has been prepared on the basis that, except to the extent that sub-paragraph
(ii) below may apply, any offer of Notes in any Member State of the European Economic Area which
has implemented the Prospectus Directive (each, a "Relevant Member State") will 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 in that Relevant Member State of Notes which are the subject of an
offering contemplated in this Prospectus as completed by Final Terms in relation to the offer of those
Notes may only do so (i) 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, or (ii) if a
prospectus for such offer has been approved by the competent authority in that Relevant Member
State or, where appropriate, approved in another Relevant Member State and notified to the
competent authority in that Relevant Member State and, in either case, published, all in accordance
with the Prospectus Directive, provided that any such prospectus has subsequently been completed
by Final Terms which specify that offers may be made other than pursuant to Article 3(2) of the
Prospectus Directive in that Relevant Member State, such offer is made in the period beginning and
ending on the dates specified for such purpose in such prospectus or Final Terms, as applicable,
and the Issuer has consented in writing to its use for the purpose of such offer. Except to the extent
that sub-paragraph (ii) above may apply, 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.
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 (save to the
extent otherwise indicated in the applicable Final Terms), 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
4


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
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 NOR Bank's business strategy and financial targets;
·
performance of the financial markets;
5


·
future prospects of DnB NOR 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
NOR 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 NOR 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.
6


CONTENTS
Page
Documents Incorporated by Reference .........................................................................................................8
Summary......................................................................................................................................................9
Risk Factors ...............................................................................................................................................17
General Description of the Programme .......................................................................................................26
Form of the Notes.......................................................................................................................................27
Forms of Final Terms..................................................................................................................................32
Book-Entry Clearance Systems ..................................................................................................................64
Terms and Conditions of the Notes .............................................................................................................67
Use of Proceeds ....................................................................................................................................... 105
Description of the Issuer ........................................................................................................................... 106
Taxation ................................................................................................................................................... 120
Subscription and Sale............................................................................................................................... 129
General Information .................................................................................................................................. 135
In connection with the issue of any Tranche of Notes, 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 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.
7


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 consolidated and non-consolidated annual financial statements of the Issuer for the
financial years ended 31st December, 2009 and 31st December, 2010, prepared in accordance with
International Financial Reporting Standards as approved by the EU (referred to herein as "IFRS"),
and simplified International Financial Reporting Standards pursuant to the Norwegian Accounting Act
§ 3-9, respectively, including the information set out at the following pages of the Issuer's `Annual
Report 2009' and `Annual Report 2010', respectively:
2009
2010
Income statement
page 12
page 10
Balance sheet
page 13
page 11
Statement of changes in equity
pages 14-15
page 12
Cash flow statement
page 16
page 13
Accounting principles
pages 17-25
pages 14-22
Notes to the accounts
pages 26-103
pages 23-105
Auditor's report
page 106
page 108
(b)
the unaudited consolidated and non-consolidated interim financial statements of the Issuer as at,
and for the period ended, 30th June, 2011, including the information set out at the following pages of
the Issuer's `Quarterly Report ­ Second quarter 2011':
Income statements
pages 10 and 12
Balance sheets
pages 11 and 13
Statement of changes in equity
page 14
Cash flow statement
page 15
Accounting principles and explanatory notes
pages 16-38
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 this 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.
The Issuer has undertaken to the Dealers in the Programme Agreement (as defined in "Subscription
and Sale") that, in the event of any significant new factor, material mistake or inaccuracy relating to the
information included in this Prospectus which is capable of affecting the assessment of any Notes or any
change in the condition of the Issuer which is material in the context of the Programme or the issue of any
Notes, 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 Notes.
8


SUMMARY
This summary must be read as an introduction to this Prospectus and any decision to invest
in any Notes should be based on a consideration of this Prospectus as a whole, including any
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 in respect of this Summary, including any translation hereof, unless it is
misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus.
Where a claim relating to 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 this Prospectus
before the legal proceedings are initiated.
Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes"
shall have the same meanings in this Summary.
Information relating to the Issuer
Description:
DnB NOR 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 Stranden 21, Aker Brygge, N-0021 Oslo, Norway.
Business of the Issuer:
The Issuer is a member of the DnB NOR group (the "Group" or
"DnB NOR"), Norway's largest financial services group in terms of
total assets with consolidated assets of approximately NOK 1,854
billion as at 30th June, 2011. The Group has more than 2.1 million
private individual customers, more than 200,000 corporate
customers and around 1,000,000 insurance customers in Norway.
The Group offers a full range of financial services including lending,
deposits, foreign exchange and interest rate products, investment
banking products, life insurance and pension saving products, non-
life insurance products, equity funds, asset management and
securities operations as well as real estate brokering. In all
segments of the Norwegian financial sector, the Group enjoys
leading market positions.
The Issuer is Norway's largest bank. As of 31st May, 2011, DnB
NOR's market share (Norwegian customers) in lending to
households was 27.5 per cent. and 13.8 per cent. in corporate
lending.
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 NOR Bank ASA
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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 NOR 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
applicable legal or regulatory restrictions and any applicable
reporting requirements, any other currency agreed between the
Issuer and the relevant Dealer.
Redenomination:
The applicable Final Terms may provide that certain Notes may be
redenominated in euro, with the exception of Swiss Domestic Notes
which will be issued in Swiss Francs only.
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 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 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
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