Bond DNB Ban ASA 4.323% ( XS0783021941 ) in USD

DNB Ban ASA

100 % ⇌

Norway

XS0783021941 ( in USD )

4.323% per year ( payment 1 time a year)

22/05/2032

Prospectus brochure of the bond DNB Bank ASA XS0783021941 en USD 4.323%, maturity 22/05/2032

23/05/2026 ( In 309 days )

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 USD, with the ISIN code XS0783021941, pays a coupon of 4.323% per year.
The coupons are paid 1 time per year and the Bond maturity is 22/05/2032

DNB Bank ASA
(incorporated with limited liability in Norway)
U.S.$10,000,000,000
Medium-Term Note Program
Under the Medium-Term Note Program (the "Program") described in this prospectus (the "Prospectus"), DNB Bank ASA (the
"Issuer" or "the Bank"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue
Medium-Term Notes (the "Notes") denominated in any currency agreed by the Issuer and the relevant Dealer(s) (as defined
below). The aggregate nominal amount of Notes outstanding will not at any time exceed U.S.$10,000,000,000 (or the equivalent
in other currencies). Notice of the aggregate principal amount of the Notes, interest (if any) payable in respect of the Notes, the
issue price of the Notes and any other terms and conditions not contained herein, which are applicable to each offering of the
Notes, will be set out in the relevant Final Terms (as defined herein), which, with respect to Notes to be admitted to trading on
the regulated market of the Luxembourg Stock Exchange, will be delivered to the Commission de Surveillance du Secteur
Financier (the "CSSF") in its capacity as competent authority under the Luxembourg Act dated July 10, 2005 on prospectuses
for securities (loi relative aux prospectus pour valeurs mobilières) (the "Prospectus Act 2005") and the Luxembourg Stock
Exchange.
The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or
any state securities laws and, subject to certain exceptions, may not be offered or sold directly or indirectly 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").
The Notes may be offered for sale only (i) in the United States, to qualified institutional buyers ("QIBs") within the meaning of,
and in reliance on, Rule 144A under the Securities Act ("Rule 144A"); or (ii) outside the United States to non-U.S. persons in
reliance on, and in accordance with, Regulation S, in each case, in compliance with applicable laws, regulations and directives.
Prospective purchasers are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of
Section 5 of the Securities Act provided by Rule 144A. See "Plan of Distribution and Transfer Restrictions--Selling
Restrictions."
The Notes may be issued on a continuing basis to the Dealer and any additional Dealer(s) appointed under the Program 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 relation to any issue of Notes, be to the Dealer agreeing to
subscribe for such Notes or, in the case of each issue of Notes syndicated amongst a group of Dealers, the Lead Manager(s) of
such issue.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this
Prospectus.
Application has been made to the CSSF in its capacity as competent authority under 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 Program 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 Notes being "listed" (and all related references) shall
mean that such Notes have been admitted to the Official List and admitted to trading on the Luxembourg Stock Exchange's
regulated market. 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 ("MiFID"). 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.
The date of this Prospectus is 21 March 2012

The Program 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 Program has not yet been rated but may be rated in the future by Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies Inc. ("Standard & Poor's"), by Moody's Investors Service Limited ("Moody's") and by Dominion
Bond Rating Service ("DBRS"). Notes issued pursuant to the Program may be rated or unrated. Where an issue of Notes is rated,
its rating will be specified in the relevant Final Terms and will not necessarily be the same as the rating applicable to the
Program. 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 relevant Final Terms. A credit 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.
EACH INITIAL AND SUBSEQUENT PURCHASER OF THE NOTES OFFERED HEREBY IN MAKING ITS PURCHASE
WILL BE DEEMED TO HAVE MADE CERTAIN ACKNOWLEDGMENTS, REPRESENTATIONS AND AGREEMENTS
INTENDED TO RESTRICT THE RESALE OR OTHER TRANSFER OF SUCH NOTES AND MAY IN CERTAIN CASES
BE REQUIRED TO PROVIDE CONFIRMATION OF COMPLIANCE WITH SUCH RESALE OR OTHER TRANSFER
RESTRICTIONS. SEE "PLAN OF DISTRIBUTION AND TRANSFER RESTRICTIONS--U.S. TRANSFER
RESTRICTIONS."
The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated in "Terms and Conditions of the
Notes," 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.
Arranger
Barclays
Dealer
Barclays
The date of this Prospectus is March 21, 2012

TABLE OF CONTENTS
Page
PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION ..................................................... 4
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................................... 7
OVERVIEW OF THE ISSUER ................................................................................................................................... 8
GENERAL DESCRIPTION OF THE PROGRAM ................................................................................................... 11
SUMMARY CONSOLIDATED FINANCIAL INFORMATION............................................................................. 15
RISK FACTORS........................................................................................................................................................ 17
USE OF PROCEEDS ................................................................................................................................................. 36
CAPITALIZATION................................................................................................................................................... 37
SELECTED CONSOLIDATED FINANCIAL INFORMATION ............................................................................. 38
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ........................................................................................................................................................... 41
DESCRIPTION OF THE DNB BANK GROUP ....................................................................................................... 70
SELECTED STATISTICAL DATA.......................................................................................................................... 79
RISK MANAGEMENT AND RISK-ADJUSTED PERFORMANCE.................................................................... 101
MANAGEMENT ..................................................................................................................................................... 116
SUPERVISION AND REGULATION.................................................................................................................... 129
TERMS AND CONDITIONS OF THE NOTES ..................................................................................................... 135
FORM OF FINAL TERMS...................................................................................................................................... 162
TAXATION ............................................................................................................................................................. 175
CERTAIN ERISA CONSIDERATIONS................................................................................................................. 184
PLAN OF DISTRIBUTION AND TRANSFER RESTRICTIONS......................................................................... 186
SETTLEMENT ........................................................................................................................................................ 192
GENERAL INFORMATION................................................................................................................................... 196
0029834-0000138 ICM:14641098.7

This Prospectus constitutes a base prospectus for the purposes of Article 5.4 of the Prospectus Directive. The Issuer
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 Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by
reference. See "Documents Incorporated by Reference." This Prospectus shall be read and construed on the basis
that such documents are incorporated and form part of this Prospectus.
No representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted
by the Arranger or the Dealers as to the accuracy or completeness of the information contained or incorporated by
reference in this Prospectus or any information provided by the Issuer in connection with the Program. No Arranger
or Dealer accepts any liability in relation to the information contained or incorporated by reference in this
Prospectus or any other information provided by the Issuer in connection with the Program.
The Issuer has not authorized any person 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 Program or the Notes
and, if given or made, such information or representation must not be relied upon as having been authorized by the
Issuer, the Arranger or any of the Dealers.
Neither this Prospectus nor any other information supplied in connection with the Program or the Notes should be
considered as a recommendation by the Issuer, the Arranger or the Dealers that any recipient of this Prospectus or
any other information supplied in connection with the Program or any Notes should purchase any Notes. Each
investor contemplating purchasing any Notes should make its own independent investigation of the Issuer's
financial condition and affairs, and its own appraisal of the Issuer's creditworthiness. Investors should not construe
the contents of this Prospectus as legal, business, financial or tax advice and should consult their own attorney,
business advisor, financial advisor or tax advisor and make its own assessment of the risks involved. Neither this
Prospectus nor any other information supplied in connection with the Program or the issue of any Notes constitutes
an offer or invitation by or on the Issuer's behalf or by or on behalf of the Arranger or any Dealer to any person to
subscribe for or to purchase any Notes.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Notes shall in any circumstances
imply that the information contained herein concerning the Issuer is correct at any time subsequent to the date
hereof or that any other information supplied in connection with the Program is correct as of any time subsequent to
the date indicated in the document containing the same. The Arranger and the Dealers expressly do not undertake to
review the Issuer's financial condition or affairs during the life of the Program or to advise any investor in the Notes
of any information coming to their attention. Investors should review, among other things, the most recently
published documents incorporated by reference into this Prospectus when deciding whether or not to purchase any
Notes.
The Notes have not been, and will not be, registered under the Securities Act or any state securities laws. Unless
otherwise specified in any supplement to this Prospectus, each series of Notes is initially being privately placed
exclusively to persons reasonably believed by the Dealers to be QIBs within the meaning of Rule 144A or in other
transactions exempt from registration in accordance with Regulation S. Notes offered to QIBs in reliance on Rule
144A will be represented by one or more global notes (the "Rule 144A Global Notes") and the Notes offered
outside the United States in reliance on Regulation S will be represented by one or more global notes
(the Regulation S Global Notes" and, together with the Rule 144A Global Notes, the "Global Notes"). After their
initial private placement, the Notes represented by Rule 144A Global Notes may be resold to QIBs in transactions
satisfying the requirements of Rule 144A or in transactions exempt from registration in accordance with Regulation
S. Prospective purchasers are hereby notified that sellers of the Notes may be relying on the exemption from the
provisions of Section 5 of the Securities Act provided by Rule 144A. See "Plan of Distribution and Transfer
Restrictions--Selling Restrictions." Neither this Prospectus nor any Final Terms constitute an offer to sell or the
solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or
solicitation in such jurisdiction. The distribution of this Prospectus and the offer or sale of the Notes may be
restricted by law in certain jurisdictions. The Issuer, the Arranger and the Dealers do not represent that this
Prospectus may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any
1

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 Arranger or the Dealers which is intended to permit a public offering of any Notes or
distribution of this Prospectus 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. This Prospectus may only be used for the purposes for which
it has been published. Persons into whose possession this Prospectus or the Notes may come must inform
themselves about, and observe, any such restrictions on the distribution of this Prospectus and the offering and sale
of the Notes. In particular, there are restrictions on the distribution of this Prospectus and the offer or sale of the
Notes in the United States. See "Plan of Distribution and Transfer Restrictions--U.S. Transfer Restrictions."
This Prospectus has been prepared on the basis that 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 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 authorized, nor do they authorize, 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.
STABILIZATION
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilizing
Manager(s) (or persons acting on behalf of any Stabilizing 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 Stabilizing Manager(s) (or persons acting on behalf
of a Stabilizing Manager) will undertake stabilization action. Any stabilization 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 stabilization
action or over-allotment must be conducted by the relevant Stabilizing Manager(s) (or persons acting on behalf of
any Stabilizing Manager(s)) in accordance with all applicable laws and rules.
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED STATES
In the United States, this Prospectus is being furnished on a confidential basis solely for the purpose of enabling a
prospective investor to consider purchasing the Notes and it may not be forwarded or redistributed to any other
person.
The Notes have not been, and will not be, registered under the Securities Act, or any state securities laws and,
subject to certain exceptions, may not be offered or sold directly or indirectly within the United States or to or for
the account or benefit of U.S. persons, as defined in Regulation S. The Notes may be offered for sale only (i) in the
United States, to QIBs within the meaning of, and in reliance on, Rule 144A, or in a transaction not subject to the
registration requirements of the Securities Act; or (ii) outside the United States to non-U.S. persons in reliance on,
and in accordance with, Regulation S, in each case, in compliance with applicable laws, regulations and directives.
Prospective purchasers are hereby notified that sellers of the Notes may be relying on the exemption from the
provisions of Section 5 of the Securities Act provided by Rule 144A. See "Plan of Distribution and Transfer
Restrictions--Selling Restrictions."
The Notes have not been recommended, approved or disapproved by any U.S. federal or state securities commission
or regulatory authority. Furthermore, the foregoing authorities have not passed upon the merits of the Program or
confirmed the accuracy or determined the adequacy of this Prospectus. Any representation to the contrary is a
criminal offense in the United States.
2

NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE
HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES ("RSA")
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 RSA 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.
INTERNAL REVENUE SERVICE CIRCULAR 230 DISCLOSURE
PURSUANT TO INTERNAL REVENUE SERVICE CIRCULAR 230, PROSPECTIVE PURCHASERS ARE
HEREBY INFORMED THAT THE DESCRIPTION SET FORTH HEREIN WITH RESPECT TO U.S. FEDERAL
TAX ISSUES WERE NOT INTENDED OR WRITTEN TO BE USED, AND SUCH DESCRIPTION CANNOT
BE USED BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING ANY PENALTIES THAT MAY BE
IMPOSED ON THE TAXPAYER UNDER THE U.S. INTERNAL REVENUE CODE. SUCH DESCRIPTION
WAS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE NOTES. TAXPAYERS
SHOULD SEEK ADVICE BASED ON THE TAXPAYER'S PARTICULAR CIRCUMSTANCES FROM AN
INDEPENDENT TAX ADVISOR.
3

PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION
In this Prospectus, "the Bank" and "the Issuer" refer to DNB Bank ASA, a subsidiary of DNB ASA. The "DNB
Bank Group" refers to the Bank together with the Bank's subsidiaries. The "DNB Group" refers to DNB ASA
together with its subsidiaries.
The Issuer's audited consolidated financial statements as of and for the years ended December 31, 2009, 2010 and
2011 incorporated by reference in this Prospectus have been prepared and presented in accordance with
International Financial Reporting Standards ("IFRS"), as approved by the European Union, in accordance with
Section 3-9 of the Norwegian Accounting Act, and have been audited by the Issuer's independent auditors, Ernst &
Young AS. Unless otherwise indicated, the financial data included or incorporated by reference in this Prospectus is
extracted or derived from the audited consolidated financial statements of the Issuer.
For the convenience of the reader, certain summary consolidated financial information and certain selected
consolidated financial information has been included in this Prospectus. See "Summary Consolidated Financial
Information" and "Selected Consolidated Financial Information." This information is not complete and should be
read together with the financial statements incorporated by reference in this Prospectus.
In this Prospectus, references to "NOK", "Norwegian kroner" and "kroner" are to the currency of Norway,
references to "U.S.$" and "U.S. dollars" are to the currency of the United States, references to "euro" and "" are to
the currency introduced at the start of the third stage of European economic and monetary union pursuant to the
Treaty on the Functioning of the European Union, as amended, references to "SEK" are to the currency of Sweden,
references to "GBP" are to the currency of the United Kingdom, references to "JPY" are to the currency of Japan,
references to "RUB" are to the currency of the Russian Federation, references to "LTL" are to the currency of
Lithuania, references to "LVL" are to the currency of Latvia and references to "SGD" are to the currency of
Singapore. Except as otherwise noted, all interest rates are on a per annum basis. Solely for the convenience of the
reader, this Prospectus contains translations of certain NOK amounts into U.S. dollars at specified rates. Unless
otherwise noted, all translations of NOK amounts into U.S. dollars for the year ended December 31, 2011 have been
at the rate of NOK 5.99 = U.S.$1.00, being the representative market rate prevailing in Oslo on December 30, 2011,
as reported by the Central Bank of Norway (the "Central Bank" or "Norges Bank"). No representation is made
that kroner or U.S. dollar amounts referred to herein have been, could have been or could be converted into U.S.
dollars or kroner, as the case may be, at this rate, at any particular rate, or at all. On March 19, 2012, the
representative market rate was NOK 5.74 = U.S.$1.00. See "--Exchange Rates and Currency Information."
Certain figures included in this Prospectus have been subject to rounding adjustments; accordingly, figures shown
for the same category presented in different tables may vary slightly and figures shown as totals in certain tables
may not be an arithmetic aggregation of the figures which precede them.
In this Prospectus, references to "Norway" are to the Kingdom of Norway and references to the "Government" are
to the Norwegian government.
This Prospectus includes certain statistics and market share data. The Issuer believes that the statistics and market
share data included in this Prospectus are useful in understanding the markets in which it operates. However, unless
indicated otherwise, these figures are based on the Issuer's internal calculations and estimates of market data and
have not been independently verified. Accordingly, no assurances can be given that such internal calculations and
estimates of market data are accurate.
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, in the documents referred to in "Documents Incorporated by Reference" and in "Risk Factors." These
forward-looking statements address matters such as:
4

Performance of the global financial markets and the markets where the DNB Bank Group operates;

The DNB Bank Group's ability to maintain its customer base and the financial condition of the DNB Bank
Group's customers;

Future exposure to credit risk, including counterparty risk and credit concentration risk;

Future exposure to market risk, including changes or volatility in interest rates, lending spreads, deposit
spreads, foreign exchange rates, asset prices and risks relating to the DNB Bank Group's pension and
medical care obligations towards its employees;

Future exposure to liquidity and funding risks and systemic risk;

The DNB Bank Group's ability to manage operational risk and information technology systems;

Political and economic conditions in markets outside the Nordic countries where the DNB Bank Group
operates, including Poland and the Baltic states;

Future changes to regulation of the financial services industry, including capital adequacy requirements,
and other governmental intervention;

Future exposure to legal risks related to the DNB Bank Group's business; and

Changes in applicable laws and regulations, including taxes, or accounting standards or practices.
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 the Issuer 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. The Issuer'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.
The Issuer does not intend, and does not assume any obligation, to update any forward-looking statements contained
herein, except as may be required by law. All subsequent written and oral forward-looking statements attributable to
the Issuer or to persons acting on its behalf are expressly qualified in their entirety by the cautionary statements
referred to above and contained elsewhere in this Prospectus.
AVAILABLE INFORMATION
The Issuer has agreed that, for so long as any Notes issued by it are "restricted securities" within the meaning of
Rule 144(a)(3) under the Securities Act, it 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, as amended (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.
EXCHANGE RATES AND CURRENCY INFORMATION
The following table sets forth, for the periods and dates indicated, average, high, low and period-end exchange rates,
based on the representative market rate for the Norwegian kroner in relation to the U.S. dollar. The rates are
expressed in NOK per U.S. dollar. The average rate means the annual average or period average, as applicable, of
daily rates as of 2:15 PM Oslo time.
Average
High
Low
Period-end
2007.............................................................
5.86
6.47
5.28
5.41
2008.............................................................
5.64
7.22
4.96
7.00
5

Average
High
Low
Period-end
2009.............................................................
6.28
7.20
5.54
5.78
2010.............................................................
6.05
6.68
5.60
5.86
2011.............................................................
5.61
6.03
5.24
5.99
January 2012................................................
5.95
6.05
5.81
5.81
February 2012..............................................
5.71
5.84
5.53
5.53
March 2012 (through March 19) .................
-
5.80
5.58
5.74
Source: Norges Bank
These rates are provided solely for the convenience of the reader and are not necessarily the rates used in the
preparation of the Issuer's consolidated financial statements. No representation is made that Norwegian kroner
amounts have been, could have been or could be converted into U.S. dollars at any of the exchange rates herein
indicated or any other rate.
ENFORCEMENT OF CIVIL LIABILITIES
The Bank is a Norwegian company, and a majority of its assets are located outside the United States. In addition, all
of its directors and executive officers reside or are located outside the United States. As a result, investors may not
be able to serve process within the United States upon these persons, or to enforce judgments obtained against us or
these persons in foreign courts predicated solely upon the civil liability provisions of the securities laws of
jurisdictions other than Norway.
The United States and Norway do not currently have a treaty providing for reciprocal recognition and enforcement
of judgments, other than arbitration awards, in civil and commercial matters. Therefore, a final judgment for the
payment of a fixed debt or a sum of money rendered by any U.S. court based on civil liability, whether or not
predicated solely upon the U.S. federal securities laws, would not automatically be enforceable in Norway. In
addition, there is doubt that a foreign judgment based upon U.S. securities laws would be enforced in Norway.
There also is doubt as to the enforceability of judgments of this nature in several of the other jurisdictions in which
the Bank operates and where its assets are located.
6

DOCUMENTS INCORPORATED BY REFERENCE
The Issuer has incorporated by reference in this Prospectus important information about the Issuer, which means
that (i) the incorporated documents are considered part of this Prospectus, and (ii) the Issuer can disclose important
information to prospective purchasers of Notes by referring prospective purchasers to those documents. 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:

the audited consolidated annual financial statements of the Issuer for the financial years ended December
31, 2009, 2010 and 2011, prepared in accordance with IFRS as approved by the European Union, in
accordance with Section 3-9 of the Norwegian Accounting Act, including the information set out at the
following pages of the Issuer's Annual Report 2009, Annual Report 2010, and Annual Report 2011,
respectively:
2009
2010
2011
Income statement
page 12
page 10
page 16
Balance sheet
page 13
page 11
page 17
Statement of changes in equity
pages 14-15
page 12
page 18
Cash flow statement
page 16
page 13
page 19
Accounting principles
pages 17-25
pages 14-22
pages 20-29
Notes to the accounts
pages 26-103
pages 23-105
pages 30-112
Auditor's report
page 106
page 108
page 115
Any other information not listed above but contained in the Issuer's Annual Report 2009, Annual Report 2010, or
Annual Report 2011 is not relevant to investors and is not incorporated by reference into this Prospectus.
In relation to each issue of Notes, the relevant Final Terms shall be deemed to form a part of, and should be read
together with, this Prospectus. Should any of the documents incorporated by reference in this Prospectus themselves
incorporate by reference further information, such information does not form a part of this Prospectus.
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, including any relevant Final Terms,
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.
The Issuer has undertaken to the Dealers in the Program Agreement 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
Program 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.
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