Bond DNB Boligfinans 1.125% ( XS0992304369 ) in EUR

DNB Boligfinans

100 % ▼

Norway

XS0992304369 ( in EUR )

1.125% per year ( payment 1 time a year)

12/11/2018 - Bond has expired

Prospectus brochure of the bond DNB Boligkreditt XS0992304369 in EUR 1.125%, expired

100 000 EUR

1 500 000 000 EUR

DNB Boligkreditt is a Norwegian mortgage lender offering a range of home loans and related financial services to individuals and businesses.

The Bond issued by DNB Boligfinans ( Norway ) , in EUR, with the ISIN code XS0992304369, pays a coupon of 1.125% per year.
The coupons are paid 1 time per year and the Bond maturity is 12/11/2018

DNB BOLIGKREDITT AS
(incorporated in Norway)
60,000,000,000
Covered Bond Programme
Under this 60,000,000,000 Covered Bond Programme (the "Programme"), DNB Boligkreditt AS (the "Issuer") may from time
to time issue covered bonds issued in accordance with Act No. 40 of 10 June 1988 on Financing Activity and Financial
Institutions, Chapter 2, Sub-Chapter IV and appurtenant regulations ("Covered Bonds") denominated in any currency agreed
between the Issuer and the relevant Dealer (as defined below).
Covered Bonds may be issued in bearer form ("Bearer Covered Bonds"), registered form ("Registered Covered Bonds") or
uncertificated and dematerialised book entry form cleared through the Norwegian Central Securities Depository, the
Verdipapirsentralen ("VPS"), VP Securities Services (Værdipapircentralen A/S), the Danish central securities depository ("VP"),
Nordic Central Securities Depository (NCSD Systems Aktiebolag), the Swedish central securities depository ("VPC") and/or any
other clearing system as may be specified in the applicable Final Terms (together the "VP Systems Covered Bonds").
The maximum aggregate nominal amount of all Covered Bonds from time to time outstanding under the Programme will not
exceed 60,000,000,000 (or its equivalent in other currencies calculated as described herein).
The Covered Bonds may be issued on a continuing basis to one or more of the Dealers specified under "Overview of the
Programme" and any additional Dealer appointed under the Programme from time to time (each a "Dealer" and together the
"Dealers"), which appointment may be for a specific issue or on an ongoing basis. References in this Prospectus to the
"relevant Dealer" shall, in the case of an issue of Covered Bonds being (or intended to be) subscribed by more than one
Dealer, be to all Dealers agreeing to subscribe such Covered Bonds.
An investment in Covered Bonds issued under the Programme involves certain risks. For a discussion of these risks
see "Risk Factors".
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent
authority under the Luxembourg Act dated 10th July, 2005 relating to prospectuses for securities (loi relative aux prospectus
pour valeurs mobilieres) (the "Prospectus Act") for the approval of this document as a base prospectus. The CSSF assumes
no responsibility for the economic and financial soundness of the transactions contemplated by this Base Prospectus or the
quality or solvency of the Issuer in accordance with Article 7(7) of the Prospectus Act 2005. Application has also been made to
the Luxembourg Stock Exchange for Covered Bonds issued under the Programme (other than the Swiss Domestic Covered
Bonds and the VP Systems Covered Bonds which are not cleared through VPS, VP or VPC) 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. Upon specific request, Covered Bonds (other than VP Systems Covered Bonds) issued under the
Programme may then be listed on the SIX Swiss Exchange.
References in this Prospectus to Covered Bonds being "listed" (and all related references) shall mean that such Covered
Bonds are intended to be (i) admitted to trading on the 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").
Notice of the aggregate nominal amount of Covered Bonds, interest (if any) payable in respect of Covered Bonds, the issue
price of Covered Bonds and certain other information which is applicable to each Tranche (as defined under "Terms and
Conditions of the Covered Bonds") of Covered Bonds will be set forth in a Final Terms document ("Final Terms") which, with
respect to Covered Bonds to be listed on the official list of the Luxembourg Stock Exchange, will be filed with the CSSF or, with
respect to Covered Bonds to be listed on the SIX Swiss Exchange, will be delivered to the SIX Swiss Exchange. Copies of the
Final Terms in relation to Covered Bonds listed on official list of the Luxembourg Stock Exchange will also be published on the
website of the Luxembourg Stock Exchange (www.bourse.lu).
The Programme provides that Covered Bonds may be listed or admitted to trading, as the case may be, on such other or
further stock exchanges or markets as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue
Covered Bonds which are not listed or admitted to trading on any market.
The CSSF has neither reviewed nor approved any information in this Prospectus pertaining to the Swiss Domestic Covered
Bonds and the CSSF assumes no responsibility in relation to issues of Swiss Domestic Covered Bonds.
The Covered Bonds issued under the Programme are expected to be assigned an "AAA" rating by Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies, Inc. ("Standard & Poor's"), an "Aaa" rating by Moody's Investors Service
Limited ("Moody's") and an "AAA" rating by Fitch Ratings Limited ("Fitch"). The Issuer has been assigned an "A+" rating by
Fitch.
Each of Standard & Poor's, Moody's and Fitch is established in the European Union and is registered under the Regulation
(EC) No. 1060/2009 (as amended) (the CRA Regulation). As such each of Standard & Poor's, Moody's and Fitch is included in
the list of credit rating agencies published by the European Securities and Markets Authority on its website (at
http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation.
The Issuer may also issue covered bonds which are unrated or rated below "AAA" by Standard & Poor's, "Aaa" by Moody's and
"AAA" by Fitch. Details of the ratings of the Covered Bonds will be specified in the applicable Final Terms. A security rating is
not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by
the assigning rating agency.

Arranger
Barclays
The date of this Prospectus is 1 July 2013.

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

2

This Prospectus constitutes a base prospectus (the "Prospectus") in respect of the
Covered Bonds other than the Swiss Domestic Covered Bonds issued under the Programme
for the purposes of Article 5.4 of the Directive 2003/71/EC as amended (which includes the
amendments made by the Directive 2010/73/EU to the extent that such amendments have been
implemented in a relevant Member State of the European Economic Area) (the "Prospectus
Directive").
The Issuer accepts responsibility for the information contained in this Prospectus and
the Final Terms for each Tranche of Covered Bonds issued under the Programme. To the best
of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the
case) the information contained in this 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.
Neither the Arranger nor the Dealers have independently verified the information
contained herein. Accordingly, no representation, warranty or undertaking, express or implied,
is made and no responsibility or liability is accepted by the Dealers or the Arranger as to the
accuracy or completeness of the information contained or incorporated in this Prospectus or
any other information provided by the Issuer in connection with the Programme No Dealer or
the Arranger accepts any liability in relation to the information contained or incorporated by
reference in this Prospectus or any other information provided by the Issuer in connection
with the Programme
No person is or has been authorised by the Issuer, the Dealers or the Arranger to give
any information or to make any representation not contained in or not consistent with this
Prospectus or any other information supplied in connection with the Programme or the
Covered Bonds and, if given or made, such information or representation must not be relied
upon as having been authorised by the Issuer or any of the Dealers or the Arranger.
Neither this Prospectus nor any other information supplied in connection with the
Programme or any Covered Bonds (i) is intended to provide the basis of any credit or other
evaluation or (ii) should be considered as a recommendation by the Issuer, any of the Dealers
or the Arranger that any recipient of this Prospectus or any other information supplied in
connection with the Programme or any Covered Bonds should purchase any Covered Bonds.
Each investor contemplating purchasing any Covered Bonds should make its own
independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Issuer. Neither this Prospectus nor any other information supplied in
connection with the Programme or the issue of any Covered Bonds constitutes an offer by or
on behalf of the Issuer, any of the Dealers or the Arranger to any person to subscribe for or to
purchase any Covered Bonds.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Covered
Bonds shall in any circumstances imply that the information contained herein concerning the
Issuer is correct at any time subsequent to the date hereof or that any other information
supplied in connection with the Programme is correct as of any time subsequent to the date
indicated in the document containing the same. The Dealers and the Arranger expressly do not
undertake to review the financial condition or affairs of the Issuer during the life of the
Programme or to advise any investor in the Covered Bonds of any information coming to their
attention.
IMPORTANT INFORMATION RELATING TO THE USE OF THIS PROSPECTUS AND
OFFERS OF COVERED BONDS GENERALLY
3

This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy
any Covered Bonds in any jurisdiction to any person to whom it is unlawful to make the offer
or solicitation in such jurisdiction. The distribution of this Prospectus and the offer or sale of
Covered Bonds may be restricted by law in certain jurisdictions. The Issuer, the Dealers and
the arranger do not represent that this Prospectus may be lawfully distributed, or that any
Covered Bonds may be lawfully offered, in compliance with any applicable registration or
other requirements in any such jurisdiction, or pursuant to an exemption available thereunder,
or assume any responsibility for facilitating any such distribution or offering. In particular, no
action has been taken by the Issuer, the Dealers or the Arranger which is intended to permit a
public offering of any Covered Bonds or distribution of this Prospectus in any jurisdiction
where action for that purpose is required. Accordingly, no Covered Bonds may be offered or
sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering
material may be distributed or published in any jurisdiction, except under circumstances that
will result in compliance with any applicable laws and regulations. Persons into whose
possession this Prospectus or any Covered Bonds may come must inform themselves about,
and observe, any such restrictions on the distribution of this Prospectus and the offering and
sale of Covered Bonds. In particular, there are restrictions on the distribution of this
Prospectus and the offer or sale of Covered Bonds in the United States, the European
Economic Area, the United Kingdom, Norway, Denmark, The Netherlands and Japan, see
"Subscription and Sale".
The Covered Bonds may not be a suitable investment for all investors. Each potential
investor in the Covered Bonds must determine the suitability of that investment in light of its
own circumstances. In particular, each potential investor may wish to consider, either on its
own or with the help of its financial and other professional advisers, whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of
the Covered Bonds, the merits and risks of investing in the Covered Bonds and the
information contained or incorporated by reference in this Prospectus or any applicable
supplement;
(ii)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the
context of its particular financial situation, an investment in the Covered Bonds and the impact
the Covered Bonds will have on its overall investment portfolio;
(iii)
has sufficient financial resources and liquidity to bear all of the risks of an
investment in the Covered Bonds, including Covered Bonds where the currency for principal
or interest payments is different from the potential investor's currency;
(iv)
understands thoroughly the terms of the Covered Bonds and is familiar with
the behaviour of financial markets; and
(v)
is able to evaluate possible scenarios for economic, interest rate and other
factors that may affect its investment and its ability to bear the applicable risks.
Legal investment considerations may restrict certain investments. The investment
activities of certain investors are subject to legal investment laws and regulations, or review or
regulation by certain authorities. Each potential investor should consult its legal advisers to
determine whether and to what extent (1) Covered Bonds are legal investments for it, (2)
Covered Bonds can be used as collateral for various types of borrowing and (3) other
restrictions apply to its purchase or pledge of any Covered Bonds. Financial institutions
should consult their legal advisers or the appropriate regulators to determine the appropriate
treatment of Covered Bonds under any applicable risk-based capital or similar rules.
The Covered Bonds have not been, and will not be, registered under the Securities Act,
and may not be offered or sold within the United States or to, or for the account or benefit of,
U.S. persons (as defined in Regulation S under the Securities Act) except in accordance with
4

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

the holder (save to the extent otherwise indicated in the applicable Final Terms), be issued in
exchange for interests in the Registered Global Covered Bonds upon compliance with the
procedures for exchange as described in "Form of the Covered Bonds".
Each Tranche of VP Systems Covered Bonds will be issued in uncertificated and
dematerialised book entry form, as more fully described under "Form of the Covered Bonds"
below. On or before the issue date of each Tranche of VP Systems Covered Bonds entries may
be made with VPS, VP or VPC (as the case may be) to evidence the debt represented by such
VP Systems Covered Bonds to accountholders with VPS, VP or VPC (as the case may be). VP
Systems Covered Bonds will be issued in accordance with the laws and regulations applicable
to such VP Systems Covered Bonds from time to time.
Registered Covered Bonds may be offered and sold in the United States exclusively to
persons reasonably believed by the Dealers to be QIBs (as defined herein). Each U.S.
purchaser of Registered Covered Bonds is hereby notified that the offer and sale of any
Registered Covered Bonds to it may be made in reliance upon the exemption from the
registration requirements of the Securities Act provided by Rule 144A under the Securities
Act.
The Issuer has agreed that, for so long as any Covered Bonds are "restricted
securities" within the meaning of Rule 144(a)(3) under the Securities Act, the Issuer will,
during any period in which it is neither subject to Section 13 or 15(d) of the U.S. Securities
Exchange Act of 1934 (the "Exchange Act") nor exempt from reporting pursuant to
Rule 12g3-2(b) thereunder, provide to any holder or beneficial owner of such restricted
securities or to any prospective purchaser of such restricted securities designated by such
holder or beneficial owner upon the request of such holder, beneficial owner or prospective
purchaser, the information required to be provided by Rule 144A(d)(4) under the Securities
Act. Registered Covered Bonds are not transferable to other holders within the United States
except upon satisfaction of certain conditions as described under "Subscription and Sale".
The Covered Bonds have not been recommended by or approved or disapproved by
the United States Securities and Exchange Commission (the "SEC") or any other federal or
state securities commission in the United States nor has the SEC or any other federal or state
securities commission confirmed the accuracy or determined the adequacy of this
Prospectus. Any representation to the contrary is a criminal offence in the United States. The
Covered Bonds are subject to restrictions on transferability and resale and may not be
transferred or resold except as permitted under applicable federal or state securities laws
pursuant to a registration statement or an exemption from registration. Investors should be
aware that they may be required to bear the financial risks of this investment for an indefinite
period of time.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR
A LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE
CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY
DOCUMENT FILED UNDER CHAPTER 421-B IS TRUE, COMPLETE AND NOT MISLEADING.
NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS
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.
6

PRESENTATION OF INFORMATION
In this Prospectus, al references to:
"U.S. dollars", "U.S.$" and "$" refer to United States dollars;
"CHF" refer to Swiss Francs;
"NOK" refer to Norwegian kroner;
"DKK" refer to Danish kroner;
"SEK" refer to Swedish kronor;
"Yen" refer to Japanese yen;
"Sterling" and "£" refer to pounds sterling; and
"euro" and "" refer to the currency introduced at the start of the third stage of
European economic and monetary union pursuant to the Treaty on the Functioning of
the European Union, as amended.
7

CONTENTS

Page
PRESENTATION OF INFORMATION ................................................................................................ 7
RISK FACTORS ..................................................................................................................................... 9
OVERVIEW OF THE PROGRAMME ................................................................................................ 23
DOCUMENTS INCORPORATED BY REFERENCE........................................................................ 31
FORM OF THE COVERED BONDS .................................................................................................. 33
APPLICABLE FINAL TERMS ........................................................................................................... 37
DTC INFORMATION REGISTERED COVERED BONDS ........................................................... 62
TERMS AND CONDITIONS OF THE COVERED BONDS ............................................................. 64
DESCRIPTION OF NORWEGIAN LEGISLATION RELATING TO COVERED BONDS ............ 97
THE ISSUER COVER POOL ............................................................................................................ 101
DESCRIPTION OF KEY TRANSACTION DOCUMENTS ............................................................ 102
USE OF PROCEEDS ......................................................................................................................... 110
DESCRIPTION OF THE ISSUER ..................................................................................................... 111
DESCRIPTION OF THE DNB GROUP ............................................................................................ 115
NORWEGIAN MACRO-ECONOMIC CONDITIONS AND THE NORWEGIAN HOUSING
MORTGAGE MARKET .................................................................................................................... 118
TAXATION ........................................................................................................................................ 120
SUBSCRIPTION AND SALE ........................................................................................................... 133
GENERAL INFORMATION ............................................................................................................. 138
GLOSSARY ....................................................................................................................................... 140

In connection with the issue of any Tranche of Covered Bonds, the Dealer or Dealers (if
any) named as the Stabilising Manager(s) (or persons acting on behalf of any Stabilising
Manager(s)) may over-allot Covered Bonds or effect transactions with a view to supporting the
market price of the Covered Bonds at a level higher than that which might otherwise prevail.
However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of
a Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin
on or after the date on which adequate public disclosure of the terms of the offer of the
relevant Tranche of Covered Bonds is made and, if begun, may be ended at any time, but it
must end no later than the earlier of 30 days after the issue date of the relevant Tranche of
Covered Bonds and 60 days after the date of the allotment of the relevant Tranche of Covered
Bonds. Any stabilisation action or over-allotment shall be conducted in accordance with all
applicable laws and rules.

8

RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under
Covered Bonds issued under the Programme. Al of these factors are contingencies which may or may
not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency
occurring.
Factors which the Issuer believes may be material for the purpose of assessing the market risks
associated with Covered Bonds issued under the Programme are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in
investing in Covered Bonds issued under the Programme, but the Issuer may be unable to pay interest,
principal or other amounts on or in connection with any Covered Bonds for other reasons which may not
be considered significant risks by the Issuer based on information currently available to it and which it
may not currently be able to anticipate. Prospective investors should also read the detailed information
set out elsewhere in this Prospectus and reach their own views prior to making any investment decision.
Risks relating to the Issuer
Risks relating to macroeconomic conditions
Financial markets are subject to periods of volatility which may impact the DNB Bank Group's
ability to raise financing in a similar manner, and at a similar cost, to the funding it has raised in the
past. Changes in financial markets, including changes in interest rates, exchange rates and returns
from equity, property and other investments, may adversely affect the financial performance of the
DNB Bank Group. Since the second half of 2007, disruption in the global credit markets, coupled with
the repricing of credit risk, has created increasingly difficult conditions in the financial markets. The
global financial system has experienced unprecedented credit and liquidity conditions and disruptions
leading to a reduction in liquidity, greater volatility, general widening of spreads and, in some cases,
lack of price transparency in interest rates.
Although financial markets have shown some degree of stabilization and economic recovery
has continued since 2010, the recovery has been fragile and uncertainty about future developments in
the market remains. For example, the systemic risk resulting from the continued sovereign debt crisis
in the euro area, and public budget deficits, weak economic conditions and disruptions in the capital
markets have necessitated rescue packages for Ireland, Greece, Portugal, Spain and Cyprus
resulting in increased volatility in the global credit and liquidity markets. The potential impact of the
sovereign debt crisis has exacerbated investors' fears and led to uncertainty with respect to the
European financial sector. These developments have created an unfavorable environment for
banking activity generally. Although Norway is not a member of the European Union, such
developments significantly affect Norway (and the DNB Bank Group) since the European Union is one
of Norway's principal trading partners.
Any further turbulence in credit or other markets could have a material adverse effect on the
DNB Bank Group's ability to access capital and liquidity on financial terms acceptable to it. Any of the
foregoing factors could have a material adverse effect on the DNB Bank Group's business, financial
condition and results of operations.
Legal risks
The Issuer's business operations are governed by law and regulations and are subject to
supervision by the NFSA. Any changes to the current legislation (in particular, legislation relating to the
issuance of covered bonds) could adversely affect the Issuer's business operations and its operating
results and could impair the Issuer's ability to perform its obligations under the Covered Bonds.
Business conditions and economic activity in Norway
The residential mortgage lending activities financed or undertaken by the Issuer are dependent
on the level of finance required by residential borrowers in Norway. In particular, levels of borrowing are
9

heavily dependent on residential property prices, employment trends, the state of the economy, interest
rates, taxation, mortgage borrowers' financial condition and other factors that affect the Norwegian
economy. As the Issuer and DNB Bank currently conduct the majority of their business in Norway, their
performance is influenced by the level and cyclical nature of business activity in Norway, which is in turn
affected by both domestic and international economic and political events. There can be no assurance
that a weakening in the economy of Norway wil not have an adverse effect on the Issuer's results of
operations, financial condition and business prospects and its ability to perform its obligations under the
Covered Bonds.
Risks relating to the Norwegian mortgage market
A combination of increasing household indebtedness and stable or declining housing prices in
Norway could increase the financial vulnerability of some Norwegian mortgage borrowers, especially
young and/or low-income borrowers. Norwegian customers have historically demonstrated a preference
for floating rate mortgages and increases in interest rates could weaken the liquidity situation of certain
borrowers. An increase in household indebtedness, a decline in house prices or an increase in interest
rates could have an adverse effect on mortgage borrowers' ability to meet their mortgage obligations
and could adversely affect the Issuer's results of operations, financial condition and business prospects
and its ability to perform its obligations under the Covered Bonds.
Competition
The Issuer and DNB Bank face intense competition in the residential mortgage market in
Norway, primarily from financial institutions based in Norway and the Nordic region. Certain of the
Issuer's and DNB Bank's competitors may be larger and better capitalised than they are. The Issuer
and DNB Bank may face pricing pressure in certain areas of their operations in the future as
competitors seek to increase market share by reducing prices or offering new services at low prices.
The Norwegian banking market in particular has witnessed intensifying competition, which has
resulted in narrower lending spreads and could make it more difficult for the Issuer to originate new
residential Mortgage Loans that meet the eligibility criteria under the Norwegian covered bond
legislation. There can be no assurance that existing or increased competition in the Norwegian
banking sector will not adversely affect the Issuer's results of operations, financial condition and
business prospects and its ability to perform its obligations under the Covered Bonds.
Credit risks relating to the Issuer's col ateral
Given that the Issuer's loans are granted with mortgages on residential real estate as
collateral, the credit risk is driven in part by performance of the real estate and housing market in
Norway. There can be no assurance regarding the future development of the value of this collateral.
Should the prices of real property and the housing market substantially decline, this could adversely
affect the Issuer's results of operations, financial condition and business prospects and its ability to
perform its obligations under the Covered Bonds.
There are many circumstances that affect the level of credit loss, including early repayments,
withdrawals and final payments of interest and principal amounts, such as changes in the economic
climate, both national y and international y, changes regarding taxation, interest rate developments,
inflation and political changes. Borrowers may default as a result of interest rate increases or as a
result in changes in their own personal circumstances (e.g. following redundancy or divorce).
If residential real estate comprising the collateral is foreclosed upon, and the defaulting debtor
does not respond to a notice to pay within two weeks, a court order may be needed to establish the
borrower's obligation to pay and to force an auction or public sale of the foreclosed property. The
Issuer's ability to liquidate the col ateral is thus dependent upon receipt of a court order, on the
success of the auction or public sale process, on other relevant circumstances in the mortgage market
and on prevailing levels of demand for the relevant real property.
Default in respect of the Issuer's assets that comprise the Cover Pool could jeopardise the
Issuer's ability to make payments in full or on a timely basis on the Covered Bonds. If a material
10