Bond Komunalbanken AS 0% ( XS1396378363 ) in USD

Komunalbanken AS

100 % ⇌

Norway

XS1396378363 ( in USD )

24/04/2046

Prospectus brochure of the bond Kommunalbanken AS XS1396378363 en USD 0%, maturity 24/04/2046

1 000 000 USD

50 000 000 USD

Kommunalbanken AS is a Norwegian municipal bank providing financing and risk management services to Norwegian municipalities and other public sector entities.

The Bond issued by Komunalbanken AS ( Norway ) , in USD, with the ISIN code XS1396378363, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 24/04/2046

BASE PROSPECTUS

KOMMUNALBANKEN AS
Incorporated with limited liability in the Kingdom of Norway
Programme For The Issuance Of Debt Instruments
Application has been made to the Luxembourg Stock Exchange for debt instruments (the "Instruments") issued by Kommunalbanken
AS (the "Issuer") under the programme (the "Programme") described in this document (as amended or supplemented, the "Base
Prospectus") to be admitted to listing on the official list and to trading on the regulated market of the Luxembourg Stock Exchange
during the period of twelve months after the date of this document. The regulated market of the Luxembourg Stock Exchange is a
regulated market for the purposes of Directive 2014/65/EU on markets in financial instruments (as amended, "MiFID II"). The
Programme also permits Instruments to be issued on the basis that they will not be admitted to listing, trading and/or quotation by any
competent authority, stock exchange and/or quotation system or to be admitted to listing, trading and/or quotation by such other or
further competent authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer.
The Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF"), in its capacity as competent authority under Article
6(1) of the Luxembourg Act dated 16 July 2019 relating to prospectuses for securities (the "Luxembourg Prospectus Law"), has
approved this Base Prospectus as a base prospectus for the purposes of Article 8 of the Regulation (EU) 2017/1129 (the "Prospectus
Regulation"). By approving the Base Prospectus, the CSSF gives no undertaking as to the economic and financial opportuneness of
the transactions contemplated by this Base Prospectus or the quality or solvency of the Issuer in line with the provisions of Article
6(4) of the Luxembourg Prospectus Law. The CSSF only approves this Base Prospectus as meeting the standards of completeness,
comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement
of the Issuer nor as an endorsement of the quality of any Instruments that are the subject of this Base Prospectus. Investors should
make their own assessment as to the suitability of investing in such Instruments.
In compliance with Article 21(8) of the Prospectus Regulation, this Base Prospectus is valid for a period of twelve months from its
date of approval, with the validity period ending on 16 March 2024. The obligation to supplement this Base Prospectus in the event
of significant new factors, material mistakes or material inaccuracies does not apply when this Base Prospectus is no longer valid.
Secondary offerings (uridashi) of Instruments may be made in Japan. This Base Prospectus does not constitute an approved document
under the Prospectus Regulation for the purposes of any secondary offerings (uridashi) of Instruments made in Japan.
The Instruments have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"),
or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold or
delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S ("Regulation S")
under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the
Securities Act.
The Instruments are being offered and sold (i) outside the United States to non-U.S. persons in reliance on Regulation S (the
"Regulation S Instruments") and (ii) within the United States to persons who are both "qualified institutional buyers" (each, a "QIB")
within the meaning of Rule 144A ("Rule 144A") under the Securities Act and "qualified purchasers" (each, a "QP") within the
meaning of Section 2(a)(51)(A) of the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"), and
the rules and regulations thereunder, in each case acting for their own account or for the account of one or more QIBs who are also
QPs in reliance on Rule 144A (the "Rule 144A Instruments"). Prospective purchasers are hereby notified that sellers of the
Instruments may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a
description of these and certain further restrictions on offers, sales and transfers of Instruments and the distribution of this Base
Prospectus, see "Subscription and Sale" and "Transfer Restrictions".
In the case of any Instruments which are to be admitted to trading on a regulated market within the European Economic Area (the
"EEA") or offered to the public in a Member State of the EEA in circumstances which require the publication of a prospectus under
the Prospectus Regulation, or which are offered to the public in the United Kingdom (the "UK") in circumstances which require the
publication of a prospectus under the Prospectus Regulation as it forms part of domestic law of the UK by virtue of the European
Union (Withdrawal) Act 2018 (the "EUWA"), the minimum specified denomination shall be EUR100,000 (or equivalent in another
currency as at the date of the issue of the Instruments) and, in the case of Rule 144A Instruments and any Instruments issued as part
of a Tranche (as defined herein) of Instruments that contain both Regulation S Instruments and Rule 144A Instruments, U.S.$100,000
(or equivalent in another currency).
There are certain risks related to the issue of Instruments under the Programme which investors should ensure they fully
understand (see "Risk Factors").
Arranger for the Programme
MORGAN STANLEY
Dealers
BARCLAYS
BMO CAPITAL MARKETS
BOFA SECURITIES
BNP PARIBAS
CITIGROUP
CRÉDIT AGRICOLE CIB
DAIWA CAPITAL MARKETS EUROPE
DEUTSCHE BANK
GOLDMAN SACHS BANK EUROPE SE
HSBC
J.P. MORGAN
KOMMUNALBANKEN AS
MIZUHO
MORGAN STANLEY
NOMURA
RBC CAPITAL MARKETS
SEB
TD SECURITIES
UBS INVESTMENT BANK

16 March 2023
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70-41045813

IMPORTANT NOTICES
This Base Prospectus may only be used for the purpose for which it has been published.
The Issuer (in relation to itself and the Instruments only) accepts responsibility for the information
contained in this Base Prospectus and any relevant Final Terms (as defined herein). The Issuer declares
that, to the best of its knowledge, the information contained in this Base Prospectus is in accordance with
the facts and the Base Prospectus makes no omission likely to affect its import.
Each Tranche of Instruments will be issued on the terms set out herein under "Terms and Conditions of the
Instruments" (the "Conditions"), as completed by a document specific to such Tranche called final terms
(the "Final Terms") or as amended and/or replaced in a separate prospectus specific to such Tranche (the
"Drawdown Prospectus"), as described under "Final Terms and Drawdown Prospectuses" below. In the
case of a Tranche of Instruments which is the subject of a Drawdown Prospectus, each reference in this
Base Prospectus to (1) information being specified or identified in the relevant Final Terms shall be read
and construed as a reference to such information being specified or identified in the relevant Drawdown
Prospectus and (2) terms being completed by the relevant Final Terms shall be read and construed as a
reference to such terms being supplemented, amended and/or replaced by the relevant Drawdown
Prospectus, unless the context requires otherwise.
This document should be read and construed together with any supplement hereto and any other information
deemed to be incorporated by reference herein and, in relation to any Tranche of Instruments which is the
subject of Final Terms, should be read and construed together with the relevant Final Terms.
The Issuer has confirmed to the dealers (the "Dealers") named under "Subscription and Sale" below that
this Base Prospectus contains all information which is material in the context of the Instruments; that the
Base Prospectus is true, accurate and complete in all material respects and is not misleading; that the
opinions and intentions expressed therein are honestly held and based on reasonable assumptions; that there
are no other facts in relation to the information contained or incorporated by reference in this Base
Prospectus or in relation to such opinions or intentions the omission of which would, in the context of the
Programme or the issue of the Instruments, make any statement in this Base Prospectus or the opinions or
intentions expressed therein misleading in any material respect; and that all reasonable enquiries have been
made to verify the foregoing. The Issuer has further confirmed to the Dealers that this Base Prospectus
contains all such information as may be required by all applicable laws, rules and regulations.
No person has been authorised by the Issuer to give any information or to make any representation not
contained in or not consistent with this Base Prospectus or any documents incorporated by reference herein
or other document entered into in relation to the Programme or any information supplied by the Issuer or
such other information as is in the public domain and, if given or made, such information or representation
should not be relied upon as having been authorised by the Issuer or any Dealer.
No representation or warranty is made or implied by the Dealers or any of their respective affiliates, and
neither the Dealers nor any of their respective affiliates makes any representation or warranty or accepts
any responsibility, as to the accuracy or completeness of the information contained in this Base Prospectus.
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or
purchase any Instruments and should not be considered as a recommendation by the Issuer, the Dealers or
any of them that any recipient of this Base Prospectus or any Final Terms should subscribe for or purchase
any Instruments. Each recipient of this Base Prospectus or any Final Terms shall be taken to have made its
own investigation and appraisal of the condition (financial or otherwise) of the Issuer.
None of the Dealers or any of their respective affiliates accepts any responsibility for any social,
environmental and sustainability assessment of any Instruments issued under the Programme as green
bonds (each, a "Green Bond") or makes any representation or warranty or assurance whether such
Instruments will meet any investor expectations or requirements regarding such "green", "sustainable",
"social" or similar labels. None of the Dealers or any of their respective affiliates is responsible for the use
or allocation of proceeds for any Instruments issued as Green Bonds, nor the impact or monitoring of such
use of proceeds nor do any of the Dealers undertake to ensure that there are at any time sufficient Green
Projects (as defined in the section "Risk Factors" below) to allow for allocation of a sum equal to the net
proceeds of the issue of such Green Bonds in full. In addition none of the Dealers is responsible for the
assessment of the Issuer's Green Bond Framework (as defined in the section "Use of Proceeds" below)
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including the assessment of the applicable eligibility criteria in relation to Green Bonds set out in therein.
Additionally, the Arranger and the Dealers are not responsible for the assessment of the Green Bond
Framework, the Criteria Document or the Second Opinion, nor do they accept any responsibility as to the
accuracy and completeness of the information contained in the Green Bond Framework, the Criteria
Document, the Second Opinion or any Green Bond Report, opinion, certification, assessment,
Environmental, Social, and Governance ("ESG") rating or other report in connection with the Green Bond
Framework or any Instruments issued as Green Bonds. No representation or assurance is given by the
Dealers or any of their respective affiliates as to the suitability or reliability of any opinion, certification or
ESG rating of any third party made available in connection with an issue of Instruments issued as Green
Bonds (whether or not solicited by the Issuer), nor is any such opinion, certification or ESG rating a
recommendation by any Dealer or any of its affiliates to buy, sell or hold any such Instruments and is
current only as of the date it is issued. The criteria and/or considerations that formed the basis of the Second
Opinion or any such other opinion or certification may change at any time and the Second Opinion may be
amended, updated, supplemented, replaced and/or withdrawn. Prospective investors must determine for
themselves the relevance of any such opinion or certification and/or the information contained therein. The
Issuer's Green Bond Framework may also be subject to review and change and may be amended, updated,
supplemented, replaced and/or withdrawn from time to time and any subsequent version(s) may differ from
any description given in this Base Prospectus. The Second Opinion provides an opinion on certain
environmental and related considerations and is not intended to address any credit, market or other aspects
of an investment in any Instruments, including without limitation market price, marketability, investor
preference or suitability of any security. The Second Opinion is a statement of opinion, not a statement of
fact. In the event any such Instruments are, or are intended to be, listed, or admitted to trading on a dedicated
"green", "sustainable" or other equivalently-labelled segment of a stock exchange or securities market, no
representation or assurance is given by the Dealers or any of their respective affiliates that such listing or
admission will be obtained or maintained for the lifetime of the Instruments. None of the Green Bond
Framework, the Criteria Document, the Second Opinion, the Green Bond Reports, any other certification,
report or opinion relating to the Green Bond Framework and/or Instruments issued as Green Bonds, any
document referred to in any of the foregoing, or the contents of any website referred to herein or therein
are, or are deemed to be, incorporated in, or form part of, this Base Prospectus and/or any Final Terms
relating to Instruments issued as Green Bonds. Defined terms used in this paragraph have the meanings
given to them elsewhere in this Base Prospectus.
The Issuer and its Instruments may be the subject of unsolicited ESG ratings. Any such ESG ratings are not
necessarily indicative of the Issuer's current or future operating or financial performance, or any future
ability to service any Instruments. Furthermore, ESG ratings shall not be deemed to be a recommendation
by the Issuer, the Dealers or any other person to buy, sell or hold Instruments. ESG ratings may vary
amongst ESG ratings agencies as the methodologies used to determine ESG ratings may differ. Currently,
the providers of such ESG ratings are not subject to any regulatory or other similar oversight in respect of
their determination and award of ESG ratings.
Neither the delivery of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any
Instrument shall, in any circumstances, create any implication that the information contained in this Base
Prospectus is true subsequent to the date thereof or the date upon which this Base Prospectus has been most
recently amended or supplemented or that there has been no adverse change in the financial or trading
position of the Issuer since the date thereof or, if later, the date upon which this Base Prospectus has been
most recently amended or supplemented or that any other information supplied in connection with the
Programme is correct at any time subsequent to the date on which it is supplied or, if different, the date
indicated in the document containing the same.
The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the
Instruments in certain jurisdictions may be restricted by law. Persons into whose possession this Base
Prospectus or any Final Terms comes are required by the Issuer and the Dealers to inform themselves about
and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries
of Instruments and on the distribution of this Base Prospectus or any Final Terms and other offering material
relating to the Instruments, see "Subscription and Sale" and "Transfer Restrictions".
In particular, the Instruments have not been and will not be registered under the Securities Act or with any
securities regulatory authority of any state or other jurisdiction of the United States and may include
Instruments in bearer form, which are subject to U.S. tax law requirements. Instruments may not be offered,
sold or delivered within the United States or to, or for the account or benefit of, U.S. persons, except in
transactions exempt from the registration requirements of the Securities Act.
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THE INSTRUMENTS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S.
SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN
THE UNITED STATES OR ANY OTHER U.S. REGULATORY AUTHORITY, AND NONE OF
THE FOREGOING AUTHORITIES HAVE PASSED UPON OR ENDORSED THE MERITS OF
THE OFFERING OF INSTRUMENTS OR THE ACCURACY OR THE ADEQUACY OF THIS
BASE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENCE IN THE UNITED STATES.
The Instruments are being offered and sold outside the United States only to persons that are non-U.S.
persons in reliance on Regulation S and within the United States only to QIBs that are also QPs in reliance
on Rule 144A. Prospective purchasers are hereby notified that sellers of the Instruments may be relying on
the exemption from the provision of Section 5 of the Securities Act provided by Rule 144A. For a
description of these and certain further restrictions on offers, sales, and transfers of Instruments and
distribution of this Base Prospectus, see "Subscription and Sale" and "Transfer Restrictions".
The Issuer will seek to qualify for an exemption from the definition of "investment company" under the
U.S. Investment Company Act of 1940, and will not register as an investment company in the United States
under the Investment Company Act. The Investment Company Act provides certain protections to investors
and imposes certain restrictions on registered investment companies, none of which will be applicable to
the Issuer or its investors.
Redemption of some Instruments may be made by delivery or transfer of securities or instrument(s) in a
company or fund (for example, shares of a company or fund shares of an exchange traded fund). The shares
of underlying entities which may be delivered or transferred (as the case may be) upon redemption of
Physical Delivery Instruments (as defined in the Conditions) are not shares in the Issuer.
As a result of the implementation of the BRRD (as defined herein) into Norwegian law, Holders of the
Instruments may be subject to write-down or conversion into equity on any application of the general bail-
in tool, which may result in such holders losing some or all of their investment. See "Risk Factors Risks
Relating to the Issuer Implementation of the Bank Recovery and Resolution Directive in Norway", "Risk
Factors Risks Relating to the Instruments Under the terms of the Instruments, investors will agree to be
bound by and consent to the exercise of any Norwegian bail-in power by the Norwegian resolution
authority" and Condition 20 in the Conditions.
Except for Conditions 3.2 and 20 (which are governed by the laws of the Kingdom of Norway), the
Instruments, all related contractual documentation (except for the VPS Agreement and the VPS Trustee
Agreement, which are governed by Norwegian law) and any non-contractual obligations arising out of or
in connection with them (except as aforesaid) are governed by English law. No assurance can be given as
to the impact of any possible judicial decision or change to the laws of the Kingdom of Norway or England
or administrative practice after the date of this Base Prospectus.
As at the date of this Base Prospectus, the Issuer is a limited liability company owned entirely by the
Norwegian State represented by the Ministry of Local Government and Regional Development and is
subject to the act of 13 June 1997 No 44 on Limited Liability Companies, as amended (the "Limited
Liability Companies Act") (see "Risk Factors Factors which may affect the Issuer's ability to fulfil its
obligations under Instruments issued under the Programme Risks relating to ownership by the Norwegian
State"). However, the Norwegian State does not guarantee any of the Issuer's obligations including the
Instruments and payment to Holders of Instruments is therefore solely dependent on the creditworthiness
of the Issuer.
The Issuer confirms that any information from third party sources has been accurately reproduced and that,
so far as it is aware and is able to ascertain from information published by such third party source, no facts
have been omitted which would render the reproduced information inaccurate or misleading.
IMPORTANT EEA RETAIL INVESTORS
If the relevant Final Terms in respect of any Instruments includes a legend entitled "Prohibition of Sales to
EEA Retail Investors", the Instruments are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11)
of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "EU
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Insurance Distribution Directive"), where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "EU PRIIPs Regulation") for offering or selling the
Instruments or otherwise making them available to retail investors in the EEA has been prepared and
therefore offering or selling the Instruments or otherwise making them available to any retail investor in
the EEA may be unlawful under the EU PRIIPs Regulation.
IMPORTANT UK RETAIL INVESTORS
If the relevant Final Terms in respect of any Instruments includes a legend entitled "Prohibition of Sales to
UK Retail Investors", the Instruments are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail investor in the UK. For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8)
of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law of the UK by virtue of the
EUWA; or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act
2000, as amended (the "FSMA") and any rules or regulations made under the FSMA to implement the EU
Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined
in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law of the UK by
virtue of the EUWA. Consequently no key information document required by the EU PRIIPs Regulation
as it forms part of domestic law of the UK by virtue of the EUWA (the "UK PRIIPs Regulation") for
offering or selling the Instruments or otherwise making them available to retail investors in the UK has
been prepared and therefore offering or selling the Instruments or otherwise making them available to any
retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
MiFID II PRODUCT GOVERNANCE / TARGET MARKET
The relevant Final Terms in respect of any Instruments may include a legend entitled "MiFID II Product
Governance" which will outline the target market assessment in respect of the Instruments and which
channels for distribution of the Instruments are appropriate. Any person subsequently offering, selling or
recommending the Instruments (a "distributor") should take into consideration the target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Instruments (by either adopting or refining the target market assessment) and
determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"),
any Dealer subscribing for any Instruments is a manufacturer in respect of such Instruments, but otherwise
neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the
purpose of the MiFID Product Governance Rules.
UK MiFIR PRODUCT GOVERNANCE / TARGET MARKET
The relevant Final Terms in respect of any Instruments may include a legend entitled "UK MiFIR Product
Governance" which will outline the target market assessment in respect of the Instruments and which
channels for distribution of the Instruments are appropriate. Any distributor should take into consideration
the target market assessment; however, a distributor subject to the Handbook Product Intervention and
Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") of the UK Financial
Conduct Authority (the "FCA") is responsible for undertaking its own target market assessment in respect
of the Instruments (by either adopting or refining the target market assessment) and determining appropriate
distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR
Product Governance Rules, any Dealer subscribing for any Instruments is a manufacturer in respect of such
Instruments, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be
a manufacturer for the purpose of the UK MiFIR Product Governance Rules.
IMPORTANT INDEX LINKED INSTRUMENTS
By purchasing an Index Linked Instrument (as defined herein) referencing an index with one or more
underlying U.S. securities, an investor will be deemed to represent that it has not taken, and will not take,
any short position with respect to any of the underlying components of the relevant index that would cause
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it to cease to be a Qualified Index (as defined herein) with respect to such investor, see "Risk Factors 
Risks Relating to the Instruments U.S. withholding tax may apply to Instruments with payments linked to
dividends paid by U.S. issuers".
No Index Linked Instruments will be issued referencing an index composed by the Issuer.
PRODUCT CLASSIFICATION PURSUANT TO SECTION 309B OF THE
SECURITIES AND FUTURES ACT 2001 OF SINGAPORE
The Final Terms in respect of any Instruments may include a legend entitled "Singapore Securities and
Futures Act Product Classification" which will state the product classification of the Instruments pursuant
to Section 309B(1) of the Securities and Futures Act 2001 of Singapore (as modified or amended from time
to time, the "SFA"). The Issuer will make a determination in relation to each relevant issue about the
classification of Instruments being offered for the purposes of Section 309B(1)(a). Any such legend
included on the relevant Final Terms will constitute notice to the "relevant persons" for the purposes of
Section 309B(1)(c) of the SFA.
EU BENCHMARKS REGULATION
Interest and/or other amounts payable under the Instruments may be calculated by reference to certain
indices and reference rates, including BBSW, BKBM, STR, EONIA, EURIBOR, NIBOR, SOFR, SONIA,
STIBOR and the U.S. Federal Funds Rate (each as defined herein). Any such reference rate or index may
constitute a benchmark for the purposes of Regulation (EU) 2016/1011 (the "EU Benchmarks
Regulation").
As at the date of this Base Prospectus, the European Money Markets Institute, the administrator of EONIA
and EURIBOR, ASX Benchmarks Limited, the administrator of BBSW and Norske Finansielle Referanser
AS, the administrator of NIBOR, are included in the register of administrators and benchmarks established
and maintained by the European Securities and Markets Authority ("ESMA") under the EU Benchmarks
Regulation.
As at the date of this Base Prospectus, none of the New Zealand Financial Markets Association, the
administrator of BKBM, the European Central Bank, the administrator of STR, the Federal Reserve Bank
of New York, the administrator of SOFR and the U.S. Federal Funds Rate, the Bank of England, the
administrator of SONIA, and Financial Benchmarks Sweden AB, the administrator of STIBOR, are
included in ESMA's register of administrators and benchmarks under the EU Benchmarks Regulation.
However, Article 51 (Transitional provisions) of the EU Benchmarks Regulation provides that providers
of benchmarks that qualify as critical benchmarks or as third country benchmarks already providing a
benchmark on 30 June 2016 have until 31 December 2023 to apply for authorisation or registration in
accordance with Article 34 (Authorisation and registration of an administrator) of the EU Benchmarks
Regulation and may continue to provide such an existing critical benchmark until 31 December 2023 or,
where the provider submits an application for authorisation or registration, unless and until such
authorisation or registration is refused. Similarly, third country benchmarks already used in the EU prior to
31 December 2023 can continue to be used. Additionally, benchmarks administered by a central bank or
by a public authority, where it contributes data to, provides, or has control over the provision of, benchmarks
for public policy purposes, including measures of employment, economic activity, and inflation do not fall
within the scope of the EU Benchmarks Regulation. Such transitional provisions and exemptions may have
the result that the administrator of a particular benchmark is not required to appear in the register of
administrators and benchmarks at the date of the Final Terms. The registration status of any administrator
under the EU Benchmarks Regulation is a matter of public record and, save where required by applicable
law, the Issuer does not intend to update the Final Terms to reflect any change in the registration status of
the administrator.
DEFINITIONS
In this Base Prospectus, unless otherwise specified, references to the "EEA" are references to the European
Economic Area, references to a "Member State" are references to a Member State of the EEA, references
to the "UK" are references to the United Kingdom, the expression "Prospectus Regulation" means
Regulation (EU) 2017/1129, references to "EUR", "" or "euro" are to the currency introduced at the start
of the third stage of European economic and monetary union, and as defined in Article 2 of Council
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Regulation (EC) No 974/98 of 3 May 1998 on the introduction of the euro, as amended, references to the
"US", the "U.S." and the "United States" are to the United States of America, references to "U.S.$", "USD"
and "U.S. dollars" are to the lawful currency of the United States, references to "£", "Sterling" and "Pound
Sterling" are to the lawful currency of the UK, references to "JPY" and "Japanese Yen" are to the lawful
currency of Japan, references to "NOK" and "Norwegian krone" are to the lawful currency of the Kingdom
of Norway, references to "Renminbi" and "CNY" are to the lawful currency of the People's Republic of
China (excluding the Hong Kong Special Administrative Region of the PRC, the Macau Special
Administrative Region of the PRC and Taiwan) (the "PRC"), references to "S$" are to the lawful currency
of Singapore, references to "Moody's" are to Moody's Investors Service (Nordics) AB and references to
"S&P" are references to S&P Global Ratings UK Limited.
Any reference in this Base Prospectus to any legislation (whether primary legislation or regulations or other
subsidiary legislation made pursuant to primary legislation) shall be construed as a reference to such
legislation as the same may have been, or may from time to time be, amended, superseded or re-enacted.
ENFORCEMENT OF FOREIGN JUDGMENTS
The Issuer is a government funding agency incorporated under the laws of the Kingdom of Norway. All of
the officers and directors named herein reside outside of the United States and all or a substantial portion
of the assets of the Issuer and its officers and directors are located outside the United States. As a result,
prospective investors may have difficulties effecting service of process in the United States upon the Issuer
or such persons in connection with any lawsuits related to the Instruments, including actions arising under
the federal securities laws of the United States. In addition, investors may have difficulties in enforcing in
original actions brought in courts in jurisdictions outside the United States, liabilities predicated upon U.S.
securities laws.
AVAILABLE INFORMATION
The Issuer has agreed that, for so long as any Instruments are "restricted securities" as defined in
Rule 144(a)(3) under the Securities Act, it will during any period that it is neither subject to Section 13 or
15(d) of the U.S. Securities and Exchange Act of 1934, as amended (the "Exchange Act"), nor exempt
from reporting pursuant to Rule 12g3-2(b) thereunder furnish, upon request, to any Holder or beneficial
owner of Instruments or any prospective purchaser designated by any such Holder (as defined herein) or
beneficial owner, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities
Act.
STABILISATION
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF INSTRUMENTS, THE DEALER OR
DEALERS (IF ANY) NAMED AS THE STABILISATION MANAGER(S) IN THE RELEVANT FINAL
TERMS (THE "STABILISATION MANAGER(S)") (OR PERSONS ACTING ON BEHALF OF ANY
STABILISATION MANAGER(S)) MAY OVERALLOT INSTRUMENTS OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE INSTRUMENTS
AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.
HOWEVER, STABILISATION MAY NOT NECESSARILY OCCUR. ANY STABILISATION
ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE
OF THE FINAL TERMS OF THE OFFER OF THE RELEVANT TRANCHE OF INSTRUMENTS IS
MADE AND, IF BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO LATER THAN THE
EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE RELEVANT TRANCHE OF
INSTRUMENTS AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE RELEVANT
TRANCHE OF INSTRUMENTS. ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST
BE CONDUCTED BY THE STABILISATION MANAGER(S) (OR PERSONS ACTING ON BEHALF
OF THE STABILISATION MANAGER(S)) IN ACCORDANCE WITH ALL APPLICABLE LAWS
AND RULES.
FORWARD-LOOKING STATEMENTS
This Base Prospectus includes "forward-looking statements". All statements other than statements of
historical fact included in this Base Prospectus, including, without limitation, those regarding the Issuer's
financial position, business strategy, plans and objectives of management for future operations, are forward-
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looking statements. These forward-looking statements are identified by their use of terms and phrases such
as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will"
and similar terms and phrases, including references to assumptions.
Such forward-looking statements are not guarantees of future performance and involve known and
unknown risks, uncertainties and other factors which may cause the actual results, performance or
achievements, or industry results.
If one or more of the risks or uncertainties described under "Risk Factors" or elsewhere in this Base
Prospectus materialise, or if underlying assumptions prove incorrect, the Issuer's actual results, performance
or achievements or industry results may be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such forward-looking statements
are based on numerous assumptions regarding the Issuer's present and future business strategies and the
environment in which the Issuer will operate in the future. These forward-looking statements speak only as
of the date of this Base Prospectus or as of such earlier date at which such statements are expressed to be
given. The Issuer expressly disclaims any obligation or undertaking to release publicly any updates or
revisions to any forward-looking statement contained herein to reflect any change in the Issuer's
expectations with regard thereto or any change in events, conditions or circumstances on which any such
statement is based.
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CONTENTS

Page
IMPORTANT NOTICES .............................................................................................................................. i
OVERVIEW ................................................................................................................................................. 1
RISK FACTORS .......................................................................................................................................... 9
INFORMATION INCORPORATED BY REFERENCE .......................................................................... 37
FINAL TERMS AND DRAWDOWN PROSPECTUSES ........................................................................ 41
RATINGS ................................................................................................................................................... 42
TERMS AND CONDITIONS OF THE INSTRUMENTS ........................................................................ 44
PROVISIONS RELATING TO THE INSTRUMENTS WHILST IN GLOBAL FORM ....................... 189
FORM OF FINAL TERMS ...................................................................................................................... 196
USE OF PROCEEDS ............................................................................................................................... 240
KOMMUNALBANKEN AS ................................................................................................................... 243
TAXATION ............................................................................................................................................. 248
CERTAIN ERISA AND RELATED CONSIDERATIONS .................................................................... 250
SUBSCRIPTION AND SALE ................................................................................................................. 253
TRANSFER RESTRICTIONS ................................................................................................................ 261
CLEARING AND SETTLEMENT.......................................................................................................... 267
GENERAL INFORMATION .................................................................................................................. 271

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OVERVIEW
The following overview does not purport to be complete and is taken from, and is qualified in its entirety
by, the remainder of this Base Prospectus and, in relation to the terms and conditions of any particular
Tranche of Instruments, the relevant Final Terms. The Issuer and any relevant Dealer may agree that
Instruments shall be issued in a form other than that contemplated in the Conditions, in which event, in
the case of listed Instruments only and if appropriate, a Drawdown Prospectus will be published.
Words and expressions defined in the Conditions or elsewhere in this Base Prospectus have the same
meanings in this overview.
This overview constitutes a general description of the Programme for the purposes of Article 25(1) of
Commission Delegated Regulation (EU) No. 2019/980.
Issuer:
Kommunalbanken AS
Arranger:
Morgan Stanley & Co. International plc
Dealers:
Bank of Montreal, London Branch, Barclays Bank Ireland
PLC, BNP Paribas, BofA Securities Europe SA, Citigroup
Global Markets Europe AG, Citigroup Global Markets
Limited, Crédit Agricole Corporate and Investment Bank,
Daiwa Capital Markets Europe Limited, Deutsche Bank
Aktiengesellschaft, Goldman Sachs Bank Europe SE, HSBC
Continental Europe, J.P. Morgan SE, Kommunalbanken AS,
Mizuho Securities Europe GmbH, Morgan Stanley & Co.
International plc, Nomura International plc, RBC Europe
Limited, Skandinaviska Enskilda Banken AB (publ), TD
Global Finance unlimited company, UBS Europe SE and any
other dealer appointed from time to time by the Issuer either
generally in respect of the Programme or in relation to a
particular Tranche of Instruments.
Issue and Paying Agent:
Deutsche Bank AG, London Branch
U.S. Paying Agent, U.S. Registrar
Deutsche Bank Trust Company Americas
and U.S. Transfer Agent:
Non-U.S. Paying Agent, Non-U.S.
Deutsche Bank Luxembourg S.A.
Registrar and Non-U.S. Transfer
Agent:
VPS Account Operator:
Nordea Bank Abp
Luxembourg Listing Agent:
Deutsche Bank Luxembourg S.A.
Programme Size:
The Programme has an unlimited programme amount.
Issuance in Series:
Instruments will be issued in series (each, a "Series"). Each
Series may comprise one or more tranches ("Tranches" and
each, a "Tranche") issued on different issue dates. The
Instruments of each Series will all be subject to identical terms,
except that the issue date, issue price and the amount of the
first payment of interest may be different in respect of different
Tranches. The Instruments of each Tranche will all be subject
to identical terms in all respects save that a Tranche may
comprise Instruments of different denominations.
Form of Instruments:
Instruments may be issued in bearer form ("Bearer
Instruments"), in registered form ("Registered
Instruments"), or in uncertificated book entry form registered
in accordance with section 3-1 of the Norwegian Securities
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Document Outline

#2">IMPORTANT NOTICES
#4">IMPORTANT … EEA RETAIL INVESTORS
#5">MiFID II PRODUCT GOVERNANCE / TARGET MARKET
#5">IMPORTANT … INDEX LINKED INSTRUMENTS
#6">PRODUCT CLASSIFICATION PURSUANT TO SECTION 309B OF THE SECURITIES AND FUTURES ACT 2001 OF SINGAPORE
#6">EU BENCHMARKS REGULATION
#6">DEFINITIONS
#7">ENFORCEMENT OF FOREIGN JUDGMENTS
#7">AVAILABLE INFORMATION
#7">STABILISATION
#7">FORWARD-LOOKING STATEMENTS
#10">OVERVIEW
#10">Words and expressions defined in the Conditions or elsewhere in this Base Prospectus have the same meanings in this overview.
#18">RISK FACTORS
#18">The risk factors are organised in the following categories:
- #18">(i) Factors which may affect the Issuer's ability to fulfil its obligations under Instruments issued under the Programme;
- #18">(ii) Risks Related to the Market Generally;
- #18">(iii) Risks Relating to the Instruments Generally;
- #18">(iv) Risks Relating to a Particular Structure of Instruments; and
- #18">(v) Risks Relating to Renminbi-denominated Instruments.
#18">Factors which may affect the Issuer's ability to fulfil its obligations under Instruments issued under the Programme
#18">Risks relating to disruptions in the global credit markets and economy
#20">Credit and counterparty risk
#20">Credit risks associated with lending
#20">Counterparty credit risk and settlement risk
#21">Liquidity risk
#21">Interest rate risk
#21">Credit rating downgrades and other credit rating actions could have an adverse impact on the Issuer's operations and financial condition
#21">Risks relating to ownership by the Norwegian state
#22">Regulatory developments
#23">Risks related to climate change
#24">The Issuer could fail to attract or retain senior management or other key employees.
#24">Risks Related to the Market Generally
#24">Liquidity risks
#24">Exchange rate risks and exchange controls
#25">Interest rate risk
#25">Credit rating risk
#25">Risks Relating to the Instruments Generally
#25">LCR eligibility
#26">The European recovery and resolution regime is intended to enable a range of actions to be taken in relation to credit institutions and investment firms considered to be at risk of failing. The taking of any such actions (or the perception that the t...
#27">The Instruments may be redeemed prior to maturity
#27">An optional redemption feature is likely to limit the market value of the Instruments. During any period when the Issuer may elect to redeem the Instruments, the market value of the Instruments generally will not rise substantially above the price at...
#27">Any decision by the Issuer as to whether it will exercise its option to redeem the Instruments will be made at the absolute discretion of the Issuer, taking into account factors such as, but not limited to, the economic impact of exercising such opti...
#27">Modification and waiver
#28">Partly paid Instruments
#28">Instruments issued at a substantial discount or premium
#28">Conflicts of interest … Calculation Agent
#28">Minimum Specified Denomination and higher integral multiples
#28">Where Instruments are held by or on behalf of a clearing system, investors will have to rely on its procedures for transfer, payment and communication with the Issuer
#29">Nominee arrangements
#29">Risks Relating to a Particular Structure of Instruments
#30">There are limited events of default in relation to Senior Non-Preferred Instruments
#30">There is no right of set-off or netting in relation to Senior Non-Preferred Instruments
#30">Call options are, in the case of the Senior Non-Preferred Instruments, subject to the prior consent of the Relevant Resolution Authority and the Issuer may decide not to exercise an option to redeem the Instruments
#31">Senior Non-Preferred Instruments: MREL Disqualification Event Redemption
#31">Senior Non-Preferred Instruments: substitution and variation
#31">The gross-up obligation in relation to Senior Non-Preferred Instruments is limited to payments of interest only
#31">The qualification of the Senior Non-Preferred Instruments as "eligible liabilities" is subject to uncertainty
#32">Certain benchmark rates, including EURIBOR, may be discontinued or reformed in the future.
#33">The market continues to develop in relation to risk-free rates (including overnight rates) as reference rates for Floating Rate Instruments
#34">Risk-free rates may differ from LIBOR and other inter-bank offered rates in a number of material respects and have a limited history
#34">The administrator of SONIA, SOFR or STR or any related indices may make changes that could change the value of SONIA, SOFR or STR or any related index, or discontinue SONIA, SOFR or STR or any related index
#34">The value of Index Linked Instruments is subject to fluctuations and volatility in the underlying index or basket of indices
#35">The value of Share Linked Instruments is subject to fluctuations and volatility in the underlying shares or basket of shares
#36">In addition, in the case of Share Linked Instruments, if a Merger Event, Tender Offer, De-listing, Nationalisation or Insolvency occurs in relation to any Share, the Calculation Agent in its sole and absolute discretion may take the action described ...
- #36">(i) determine in its sole and absolute discretion the appropriate adjustment, if any, to be made to any of the relevant Conditions and/or the relevant Final Terms to account for the Merger Event, Tender Offer, De-listing, Nationalisation or Insolvency...
- #36">(ii) redeem all, but not some only, of the Instruments.
#37">U.S. withholding tax may apply to Instruments with payments linked to dividends paid by U.S. issuers
#37">The value of FX Linked Instruments is subject to fluctuations and volatility in the underlying exchange rates
#38">The value of Fund Linked Instruments is subject to fluctuations and volatility in the underlying fund or basket of funds
#38">In addition, in the case of Fund Linked Instruments linked to ETFs, if a Merger Event, Tender Offer, De-listing, Material Underlying Event, Nationalisation or Insolvency Event occurs in relation to any Fund Share, the Calculation Agent in its sole an...
- #38">(i) determine in its sole and absolute discretion the appropriate adjustment, if any, to be made to any of the relevant Conditions and/or the relevant Final Terms to account for the Merger Event, Tender Offer, De-listing, Material Underlying Event, Na...
- #39">(ii) require the Issuer to redeem or cancel, as applicable, all of the Instruments. Following such redemption or cancellation, an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate as high as the int...
#39">The value of Commodity Linked Redemption Instruments is subject to fluctuations and volatility in the underlying commodity
#39">Physical Delivery Instruments
#39">

ð·
#39">

ð·
#40">

ð·
#40">Additional Disruption Events and Administrator/Benchmark Events
#40">Limitation of rights of action of Holders of VPS Instruments
#40">Eurosystem eligible collateral
#40">In respect of any Instruments issued with a specific use of proceeds, such as a Green Bond, there can be no assurance that such use of proceeds will be suitable for the investment criteria of an investor
#43">Renminbi is not freely convertible and there are significant restrictions on the remittance of Renminbi into and out of the PRC which may adversely affect the liquidity of Renminbi Instruments
#43">On the other hand, remittance of Renminbi into and out of the PRC for the settlement of capital account items, such as capital contributions, debt financing and securities investment, is generally only permitted upon obtaining specific approvals from...
#43">Although the People's Bank of China (the "PBoC") has implemented policies improving accessibility to Renminbi to settle cross-border transactions in the past, there is no assurance that the PRC Government will liberalise control over cross-border rem...
#44">There is only limited availability of Renminbi outside the PRC, which may affect the liquidity of the Renminbi Instruments and the Issuer's ability to source Renminbi outside the PRC to service Renminbi Instruments
#44">Investment in Renminbi Instruments is subject to exchange rate risks
#44">Investment in Renminbi Instruments is subject to currency risk
#44">Investment in Renminbi Instruments is subject to interest rate risks
#45">Payments with respect to Renminbi Instruments may be made only in the manner designated in the terms and conditions of the relevant Renminbi Instruments
#45">Gains on the transfer of Renminbi Instruments may become subject to income taxes under PRC tax laws
#46">INFORMATION INCORPORATED BY REFERENCE
#50">FINAL TERMS AND DRAWDOWN PROSPECTUSES
#51">RATINGS
#53">TERMS AND CONDITIONS OF THE INSTRUMENTS
- #55">1. Form and Denomination
  - #55">1.1 Instruments are issued in bearer form ("Bearer Instruments") or in registered form ("Registered Instruments"), or, in the case of VPS Instruments, in uncertificated and dematerialised book entry form as specified in the relevant Final Terms and ar...
  - #55">1.2 Interest-bearing Bearer Instruments have attached thereto at the time of their initial delivery coupons ("Coupons"), presentation of which will be a prerequisite to the payment of interest save in certain circumstances specified herein. In additio...
  - #55">1.3 Bearer Instruments, the principal amount of which is repayable by instalments ("Instalment Instruments") have attached thereto at the time of their initial delivery, payment receipts ("Receipts") in respect of the instalments of principal.
  - #55">1.4 For so long as any of the Instruments is represented by an Instrument in global form (each, a "Global Instrument") held on behalf of Euroclear Bank SA/NV ("Euroclear") and/or Clearstream Banking, S.A. ("Clearstream, Luxembourg") each person (other...
  - #56">1.5 Bearer Instruments are in the denomination or denominations (each of which denomination is integrally divisible by each smaller denomination) specified in the relevant Final Terms. Bearer Instruments of one denomination may not be exchanged for Be...
  - #56">1.6 Registered Instruments and VPS Instruments are in the minimum denomination specified in the relevant Final Terms or integral multiples thereof.
  - #56">1.7 The Instruments are denominated in such currency or currencies as may be specified in the relevant Final Terms. Any currency or currencies may be so specified, subject to compliance with all applicable legal and/or regulatory and/or central bank r...
  - #56">1.8 Senior Instruments may be issued on a partly paid basis ("Partly Paid Instruments") if so specified in the relevant Final Terms. The subscription moneys therefore shall be paid in such number of instalments ("Partly Paid Instalments") in such amou...
- #56">2. Title and Transfer
  - #56">2.1 Title to Bearer Instruments, Receipts and Coupons passes by delivery.
  - #57">2.2 Title to Registered Instruments passes by registration in the register which the Issuer shall procure to be kept by the Registrars (the "Register"). The Registrars will maintain separate registers in respect of each of the Regulation S Instruments...
  - #57">2.3 Title to VPS Instruments passes by registration between the direct or indirect accountholders at the VPS in accordance with the rules and procedures of the VPS.
  - #57">2.4 The Holder of any Bearer Instrument, Coupon, Registered Instrument or VPS Instrument will (except as otherwise required by applicable law or regulatory requirement) be treated as its absolute owner for all purposes (whether or not it is overdue an...
  - #57">2.5 A Registered Instrument may, upon the terms and subject to the conditions set forth in the Issue and Paying Agency Agreement, be transferred in whole or in part only (provided that such part is, or is an integral multiple of, the minimum denominat...
  - #57">2.6 Transfers of beneficial interests in Global Registered Instruments will be effected by Euroclear, Clearstream, Luxembourg and/or DTC, as the case may be, and in turn, by other participants and, if appropriate, indirect participants in such clearin...
  - #57">2.7 Upon the terms and subject to the conditions set forth in the Issue and Paying Agency Agreement, a Definitive Registered Instrument may be transferred in whole or in part (in the authorised denominations set out in the relevant Final Terms). In or...
  - #58">2.8 If so specified in the relevant Final Terms, the Holder of Bearer Instruments may exchange the same for the same aggregate principal amount of Registered Instruments upon the terms and subject to the conditions set forth in the Issue and Paying Ag...
  - #58">2.9 Each new Registered Instrument to be issued upon the transfer of a Registered Instrument or the exchange of a Bearer Instrument for a Registered Instrument will, within three Relevant Banking Days of the transfer date or, as the case may be, the e...
    - #58">(a) "Relevant Banking Day" means a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in the place where the specified office of the relevant Registrar or, as the case may be, the...
    - #58">(b) the "exchange date" shall be the Relevant Banking Day following the day on which the relevant Bearer Instrument shall have been surrendered for exchange in accordance with Condition 2.8; and
    - #58">(c) the "transfer date" shall be the Relevant Banking Day following the day on which the relevant Registered Instrument shall have been surrendered for transfer in accordance with Condition 2.5,
  - #58">2.10 The issue of new Registered Instruments on transfer or on the exchange of Bearer Instruments for Registered Instruments will be effected without charge by or on behalf of the Issuer, the Issue and Paying Agent, the relevant Registrar or any of th...
  - #58">2.11 Upon the transfer, exchange or replacement of Registered Instruments bearing the private placement legend (the "Private Placement Legend") set forth in the form of Registered Instrument scheduled to the Issue and Paying Agency Agreement, the rele...
  - #59">2.12 For so long as any of the Registered Instruments remain outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, the Issuer covenants and agrees that it shall, during any period in which it is not...
  - #59">2.13 The transfer of a Registered Instrument will be effected without charge by or on behalf of the Issuer or the relevant Registrar or any Transfer Agent but against such indemnity as the relevant Registrar (or the case may be) such Transfer Agent ma...
  - #59">2.14 All transfers of Registered Instruments and entries on the register are subject to the detailed regulations concerning the transfer of Registered Instruments scheduled to the Issue and Paying Agency Agreement. The regulations may be changed by th...
  - #59">2.15 The Issuer may compel any beneficial owner of an interest in the Rule 144A Instruments to sell its interest in such Instruments, or may sell such interest on behalf of such Holder, if such Holder is a U.S. person (as defined in Regulation S) that...
  - #59">2.16 In these Conditions:
- #59">3. Status of the Instruments
  - #59">3.1 Status „ Senior Instruments
    - #59">(a) This Condition 3.1 is applicable in relation to Instruments specified in the relevant Final Terms as "Senior" ("Senior Instruments").
    - #59">(b) The Senior Instruments constitute direct, unconditional, unsubordinated and (subject to the provisions of Condition 4 (Negative Pledge)) unsecured obligations of the Issuer and rank pari passu without any preference among themselves and at least p...
  - #60">3.2 Status … Senior Non-Preferred Instruments
    - #60">(a) This Condition 3.2 is applicable in relation to Instruments specified in the relevant Final Terms as "Senior Non-Preferred" ("Senior Non-Preferred Instruments").
    - #60">(b) The Senior Non-Preferred Instruments constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer, and will at all times rank pari passu without any preference among themselves.
    - #60">(c) In the event of a liquidation, dissolution or winding-up of the Issuer by way of public administration, claims of the Holders against the Issuer in respect of or arising under the Senior Non-Preferred Instruments (including any amounts attributabl...
      - #60">(i) pari passu without any preference among themselves;
      - #60">(ii) pari passu with claims in respect of Non-Preferred Parity Securities and Statutory Non-Preferred Claims, if any;
      - #60">(iii) in priority to claims in respect of Non-Preferred Junior Securities and Obligations; and
      - #60">(iv) junior to any present or future claims of Senior Creditors.
    - #60">(d) Definitions
      - #60">(i) the original contractual maturity of the debt instruments is at least one year;
      - #61">(ii) the relevant contractual documentation and, where applicable, the prospectus related to the issuance explicitly refers to the priority of the debt instruments under section 20-32, no. 4, of the Financial Institutions Act of 10 April 2015, no. 17;...
      - #61">(iii) the debt instruments contain no embedded derivatives and are not derivatives themselves.
    - #61">(e) No right of set-off or netting
- #61">4. Negative Pledge
- #61">5. Interest
  - #61">5.1 Instruments may be interest-bearing or non-interest-bearing, as specified in the relevant Final Terms. Words and expressions appearing in this Condition 5 and not otherwise defined herein or in the Final Terms shall have the meanings given to them...
  - #61">5.2 Instruments which are specified in the relevant Final Terms as being interest-bearing shall bear interest from their Interest Commencement Date at the Interest Rate payable in arrear on each Interest Payment Date.
  - #62">5.3 If the relevant Final Terms specifies the Interest Rate applicable to the Instruments as being Fixed Rate, the amount of interest payable in respect of each Instrument for any Interest Period shall be the relevant Fixed Coupon Amount.
  - #62">5.4 This Condition 5.4 shall apply to Fixed Rate Instruments only where the Final Terms for the relevant Instruments specify that this Condition 5.4 applies and the Interest Payment Dates are subject to adjustment. The relevant Fixed Coupon Amount for...
  - #62">5.5 If the relevant Final Terms specifies the Interest Basis applicable to the Instruments as being Floating Rate and Screen Rate Determination is specified as the manner in which the Interest Rate is to be determined, if the Reference Rate specified ...
    - #62">(a) the Calculation Agent will determine the offered rate for deposits (or, as the case may require, the arithmetic mean (rounded, if necessary, to the nearest ten thousandth of a percentage point, 0.00005 being rounded upwards) of the rates for depos...
    - #62">(b) if, on any Interest Determination Date, no such rate for deposits so appears (or, as the case may be, if fewer than two such rates for deposits so appear) or if the Relevant Screen Page is unavailable, the Issuer will request appropriate quotation...
    - #62">(c) if, on any Interest Determination Date, only two or three rates are so quoted, the Calculation Agent will determine the arithmetic mean (rounded as aforesaid) of the rates so quoted; or
    - #62">(d) if fewer than two rates are so quoted, the Calculation Agent will determine the arithmetic mean (rounded as aforesaid) of the rates quoted by four major banks in the Relevant Financial Centre (or, in the case of Instruments denominated in euro, in...
    - #63">(e) if Linear Interpolation is specified as applicable in respect of an Interest Period in the relevant Final Terms, the Interest Rate for such Interest Period shall be calculated by the Calculation Agent by straight-line linear interpolation by refer...
      - #63">(i) one rate shall be determined as if the relevant Interest Period were the period of time for which rates are available next shorter than the length of the relevant Interest Period; and
      - #63">(ii) the other rate shall be determined as if the relevant Interest Period were the period of time for which rates are available next longer than the length of the relevant Interest Period;
  - #64">5.6A This Condition 5.6 is applicable to the Instruments only if the Floating Rate Instrument Provisions are specified in the relevant Final Terms as being applicable, Screen Rate Determination is specified in the relevant Final Terms as the manner in...
  - #64">5.6B Where "SONIA" is specified as the Reference Rate in the Final Terms, the Rate of Interest for each Interest Period will, subject as provided below, be Compounded Daily SONIA plus or minus (as specified in the relevant Final Terms) the Margin, all...
  - #64">5.6C For the purposes of this Condition 5.6:
  - #65">5.6D If, in respect of any London Banking Day in the relevant Interest Period or Observation Period (as applicable), the Calculation Agent determines that the SONIA Reference Rate is not available on the Relevant Screen Page and has not otherwise been...
    - #65">(a) the sum of (A) the Bank of England's Bank Rate (the "Bank Rate") prevailing at close of business on the relevant London Banking Day; and (B) the mean of the spread of the SONIA Reference Rate to the Bank Rate over the previous five London Banking ...
    - #65">(b) if the Bank Rate is not published by the Bank of England at close of business on the relevant London Banking Day, (A) the SONIA Reference Rate published on the Relevant Screen Page (or otherwise published by the relevant authorised distributors) f...
  - #66">5.6E Subject to Condition 5.20 (Benchmark Replacement), if the Rate of Interest cannot be determined in accordance with the foregoing provisions of this Condition 5.6, the Rate of Interest shall be (A) that determined as at the last preceding Interest...
  - #66">Provisions relating to Floating Rate Instruments which reference SOFR … Screen Rate Determination
  - #66">5.7A This Condition 5.7 is applicable to the Instruments only if the Floating Rate Instrument Provisions are specified in the relevant Final Terms as being applicable, Screen Rate Determination is specified in the relevant Final Terms as the manner in...
  - #66">5.7B Where "SOFR" is specified as the Reference Rate in the Final Terms, the Rate of Interest for each Interest Period will, subject as provided below, be the Benchmark plus or minus (as specified in the relevant Final Terms) the Margin, all as determ...
  - #66">5.7C For the purposes of this Condition 5.7:
    - #68">(a) will be conclusive and binding absent manifest error;
    - #68">(b) will be made in the sole discretion of the Issuer; and
    - #68">(c) notwithstanding anything to the contrary in the documentation relating to the Instruments,
  - #70">5.7E Any Benchmark Replacement, Benchmark Replacement Adjustment and the specific terms of any Benchmark Replacement Conforming Changes, determined under Condition 5.7D above will be notified promptly by the Issuer to the Calculation Agent, the Issue ...
  - #71">5.7F If the Rate of Interest cannot be determined in accordance with the foregoing provisions of this Condition 5.7, the Rate of Interest shall be (A) that determined as at the last preceding Interest Determination Date (though substituting, where a d...
  - #71">5.8A This Condition 5.8 is applicable to the Instruments only if the Floating Rate Instrument Provisions are specified in the relevant Final Terms as being applicable, Screen Rate Determination is specified in the relevant Final Terms as the manner in...
  - #71">5.8B Where " STR" is specified as the Reference Rate in the Final Terms, the Rate of Interest for each Interest Period will, subject as provided below, be Compounded Daily STR plus or minus (as specified in the relevant Final Terms) the Margin, all a...
  - #71">5.8C For the purposes of this Condition 5.8:
  - #72">5.8D Subject to Condition 5.20 (Benchmark Replacement) if, where any Rate of Interest is to be calculated pursuant to Condition 5.8B above, in respect of any TARGET Settlement Day in respect of which an applicable STR reference rate is required to be...
  - #72">5.8E Subject to Condition 5.20 (Benchmark Replacement), if the Rate of Interest cannot be determined in accordance with the foregoing provisions of this Condition 5.8D, the Rate of Interest shall be (A) that determined as at the last preceding Interes...
  - #73">5.9 This Condition 5.9 is applicable to the Instruments only if the Floating Rate Instrument Provisions are specified in the relevant Final Terms as being applicable, Screen Rate Determination is specified in the relevant Final Terms as the manner in ...
  - #74">5.10 If ISDA Determination is specified in the relevant Final Terms as the manner in which the Rate(s) of Interest is/are to be determined, the Rate of Interest applicable to the Instruments for each Interest Period will be the sum of the Margin and t...
    - #74">(a) if the Final Terms specify either "2006 ISDA Definitions" or "2021 ISDA Definitions" as the applicable ISDA Definitions:
      - #74">(i) the Floating Rate Option is as specified in the relevant Final Terms;
      - #74">(ii) the Designated Maturity, if applicable, is a period specified in the relevant Final Terms;
      - #74">(iii) the relevant Reset Date, unless otherwise specified in the relevant Final Terms, has the meaning given to it in the ISDA Definitions;
      - #74">(iv) if Linear Interpolation is specified as applicable in respect of an Interest Period in the applicable Final Terms, the rate for such Interest Period shall be calculated by the Calculation Agent by straight-line linear interpolation by reference t...
        #74">(A) one rate shall be determined as if the Designated Maturity were the period of time for which rates are available next shorter than the length of the relevant Interest Period; and
        #74">(B) the other rate shall be determined as if the Designated Maturity were the period of time for which rates are available next longer than the length of the relevant Interest Period,
      - #74">provided, however, that if there is no rate available for a period of time next shorter than the length of the relevant Interest Period or, as the case may be, next longer than the length of the relevant Interest Period, then the Calculation Agent sha...
      - #75">(v) if the specified Floating Rate Option is an Overnight Floating Rate Option, Compounding is specified to be applicable in the relevant Final Terms and:
        #75">(A) if Compounding with Lookback is specified as the Compounding Method in the relevant Final Terms then (a) Compounding with Lookback is the Overnight Rate Compounding Method and (b) Lookback is the number of Applicable Business Days specified in the...
        #75">(B) if Compounding with Observation Period Shift is specified as the Compounding Method in the relevant Final Terms then (a) Compounding with Observation Period Shift is the Overnight Rate Compounding Method, (b) Observation Period Shift is the number...
        #75">(C) if Compounding with Lockout is specified as the Compounding Method in the relevant Final Terms then (a) Compounding with Lockout is the Overnight Rate Compounding Method, (b) Lockout is the number of Lockout Period Business Days specified in the r...
      - #75">(vi) if the specified Floating Rate Option is an Overnight Floating Rate Option, Averaging is specified to be applicable in the relevant Final Terms and:
        #75">(A) if Averaging with Lookback is specified as the Averaging Method in the relevant Final Terms then (a) Averaging with Lookback is the Overnight Rate Averaging Method and (b) Lookback is the number of Applicable Business Days specified in the relevan...
        #75">(B) if Averaging with Observation Period Shift is specified as the Averaging Method in the relevant Final Terms then (a) Averaging with Observation Period Shift is the Overnight Rate Averaging Method, (b) Observation Period Shift is the number of Obse...
        #75">(C) if Averaging with Lockout is specified as the Averaging Method in the relevant Final Terms then (a) Averaging with Lockout is the Overnight Rate Averaging Method, (b) Lockout is the number of Lockout Period Business Days specified in the relevant ...
      - #76">(vii) if the specified Floating Rate Option is an Index Floating Rate Option and Index Provisions are specified to be applicable in the relevant Final Terms, the Compounded Index Method with Observation Period Shift shall be applicable and, (a) Observ...
    - #76">(b) references in the ISDA Definitions to:
      - #76">(i) "Confirmation" shall be references to the relevant Final Terms;
      - #76">(ii) "Calculation Period" shall be references to the relevant Interest Period;
      - #76">(iii) "Termination Date" shall be references to the Maturity Date;
      - #76">(iv) "Effective Date" shall be references to the Interest Commencement Date; and
    - #76">(c) if the Final Terms specify "2021 ISDA Definitions" as being applicable:
      - #76">(i) "Administrator/Benchmark Event" shall be disapplied; and
      - #76">(ii) if the Temporary Non-Publication Fallback in respect of any specified Floating Rate Option is specified to be "Temporary Non-Publication Fallback … Alternative Rate" in the Floating Rate Matrix of the 2021 ISDA Definitions the reference to "Calcu...
    - #76">(d) Unless otherwise defined capitalised terms used in this Condition 5.10 shall have the meaning ascribed to them in the ISDA Definitions.
  - #76">5.11 If any Maximum or Minimum Interest Rate is specified in the relevant Final Terms, then the Interest Rate shall in no event be greater than the maximum or be less than the minimum so specified. Unless otherwise specified in the relevant Final Term...
  - #76">5.12 Interest shall accrue on the Outstanding Principal Amount of each Instrument during each Interest Accrual Period from, and including, the Interest Commencement Date. Interest will cease to accrue as from the due date for redemption therefor (or, ...
  - #77">5.13 If a Calculation Agent is specified in the relevant Final Terms, the Calculation Agent, as soon as practicable after the Relevant Time on each Interest Determination Date (or such other time on such date as the Calculation Agent may be required t...
  - #77">5.14 The amount of interest payable in respect of any Instrument for any period shall be calculated by multiplying the product of the Interest Rate and the Calculation Amount and multiply such figure by a fraction equal to the Outstanding Principal Am...
  - #78">5.15 Different Business Day Conventions may apply, or be specified in relation to, the Interest Payment Dates, Interest Period End Dates and any other date or dates in respect of any Instruments.
    - #78">(a) in the case of Instruments which bear interest at a fixed rate, or where the relevant Final Terms specify that the Instruments are Index Linked Interest Instruments, Share Linked Interest Instruments, FX Linked Interest Instruments or Fund Linked ...
    - #78">(b) in the case of Instruments which bear interest at a floating rate, the "Modified Following Business Day Convention" shall be deemed to have been so specified for both calculation of interest and payment purposes.
  - #78">5.16 In addition to terms defined elsewhere in these Conditions, the following definitions apply:
    - #79">(a) "Following Business Day Convention" means that such date shall be postponed to the first following day that is a Business Day;
    - #79">(b) "Modified Following Business Day Convention" or "Modified Business Day Convention" means that such date shall be postponed to the first following day that is a Business Day unless that day falls in the next calendar month in which case that date w...
    - #79">(c) "Preceding Business Day Convention" means that such date shall be brought forward to the first preceding day that is a Business Day; and
    - #79">(d) "FRN Convention" or "Eurodollar Convention" means that each such date shall be the date which numerically corresponds to the preceding such date in the calendar month which is the number of months specified in the relevant Final Terms after the ca...
      - #79">(i) if there is no such numerically corresponding day in the calendar month in which any such date should occur, then such date will be the last day which is a Business Day in that calendar month;
      - #79">(ii) if any such date would otherwise fall on a day which is not a Business Day, then such date will be the first following day which is a Business Day unless that day falls in the next calendar month, in which case it will be the first preceding day ...
      - #79">(iii) if the preceding such date occurred on the last day in a calendar month which was a Business Day, then all subsequent such dates will be the last day which is a Business Day in the calendar month which is the specified number of months after the...
    - #80">"Day Count Fraction" means, in respect of the calculation of an amount for any period of time ("Calculation Period"), such day count fraction as may be specified in the relevant Final Terms and:
      - #80">(a) if "Actual/Actual (ISDA)" is so specified, means the actual number of days in the Calculation Period divided by 365 (or, if any portion of the Calculation Period falls in a leap year, the sum of (A) the actual number of days in that portion of the...
      - #80">(b) if "Actual/Actual (ICMA)" is so specified:
        #80">(i) if the Calculation Period is equal to or shorter than the Determination Period during which it falls, the number of days in the Calculation Period divided by the product of (x) the number of days in such Determination Period and (y) the number of ...
        #80">(ii) if the Calculation Period is longer than one Determination Period, the sum of:
      - #80">(c) if "Actual/365 (Fixed)" is so specified, means the actual number of days in the Calculation Period divided by 365;
      - #80">(d) if "Actual/360" is so specified, means the actual number of days in the Calculation Period divided by 360;
      - #80">(e) if "30/360" is so specified, means the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:
      - #81">(f) if "30E/360" or "Eurobond Basis" is so specified, means the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:
      - #81">(g) if "30E/360 (ISDA)" is so specified, means the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:
    - #82">"Interest Determination Date" means, in respect of any Interest Accrual Period, the date falling such number (if any) of Banking Days in such city(ies) as may be specified in the relevant Final Terms prior to the first day of such Interest Accrual Pe...
      - #82">(a) in the case of Instruments denominated in Pounds Sterling, the first day of such Interest Accrual Period; or
      - #82">(b) in any other case, the date falling two London Banking Days prior to the first day of such Interest Accrual Period,
    - #83">"Issue Date" has the meaning given in the relevant Final Terms.
    - #83">"Margin" has the meaning given in the relevant Final Terms.
  - #85">5.17 If any Redemption Amount (as defined in Condition 6.14) or Instalment Amount in respect of any Instrument which is non-interest bearing, including an Instrument specified by the relevant Final Terms to be a Zero Coupon Instrument, is not paid whe...
  - #85">5.18 If the relevant Final Terms specify that the Instruments are Index Linked Interest Instruments, Share Linked Interest Instruments, FX Linked Interest Instruments or Fund Linked Interest Instruments, the Interest Rate and the Interest Amount with ...
  - #85">5.19 If the relevant Final Terms specify that the Instruments are Fixed Interest Discounted Issue Instruments, for the purpose of the calculation of interest to be accrued when payment has been improperly withheld or refused or default has been made (...
  - #85">5.20 Other than in the case of a U.S. dollar-denominated floating rate Instrument for which the Reference Rate is specified in the relevant Final Terms as being "SOFR" or "SOFR Compounded Index", if the Issuer (in consultation with the Calculation Age...
    - #86">(a) If the Independent Adviser or the Issuer (as applicable) determines in its discretion that:
      - #86">(i) there is a Successor Rate, then such Successor Rate shall (subject to adjustment as provided in Condition 5.20(a)(i)) subsequently be used in place of the Reference Rate to determine the Rate of Interest (or the relevant component part(s) thereof)...
      - #86">(ii) there is no Successor Rate but that there is an Alternative Rate, then such Alternative Rate shall (subject to adjustment as provided in Condition 5.20(a)(i)) subsequently be used in place of the Reference Rate to determine the Rate of Interest (...
    - #86">(b) If the Independent Adviser (in consultation with the Issuer) or the Issuer (as applicable) determines in its discretion (A) that an Adjustment Spread is required to be applied to the Successor Rate or the Alternative Rate (as the case may be) and ...
    - #86">(c) If any relevant Successor Rate, Alternative Rate or Adjustment Spread is determined in accordance with this Condition 5.20 and the Independent Adviser or the Issuer (as applicable) determines in its discretion (i) that amendments to these Conditio...
    - #86">(d) If (A) the Issuer is unable to appoint an Independent Adviser or (B) the Independent Adviser appointed by it fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with this Condition 5.20 prior to the relevant IA...
    - #87">For the avoidance of doubt, the Issue and Paying Agent, the VPS Account Operator and the VPS Trustee (if applicable) shall, at the direction and expense of the Issuer, effect such consequential amendments to the Issue and Paying Agency Agreement, the ...
    - #87">(e) Any Successor Rate, Alternative Rate, Adjustment Spread and the specific terms of any Benchmark Amendments, determined under this Condition 5.20 shall, within 5 business days, be notified by the Issuer to the Calculation Agent, the Issue and Payin...
    - #87">(f) As used in this Condition 5.20:
    - #87">"Adjustment Spread" means either a spread (which may be positive or negative), or the formula or methodology for calculating a spread, in either case, which the Independent Adviser (in consultation with the Issuer) or the Issuer (as applicable), in ea...
      - #87">(i) in the case of a Successor Rate, is formally recommended, or formally provided as an option for parties to adopt, in relation to the replacement of the Reference Rate with the Successor Rate by any Relevant Nominating Body; or
      - #87">(ii) (if no such recommendation has been made, or in the case of an Alternative Rate), the Independent Adviser (in consultation with the Issuer) or the Issuer (as applicable), determines is customarily applied to the relevant Successor Rate or Alterna...
      - #87">(iii) (if no such determination has been made) the Independent Adviser (in consultation with the Issuer) or the Issuer (as applicable) determines, is recognised or acknowledged as being the industry standard for over-the-counter derivative transaction...
      - #88">(iv) (if the Independent Adviser or the Issuer (as applicable) determines that no such industry standard is recognised or acknowledged) the Independent Adviser determines to be appropriate to reduce or eliminate, to the extent reasonably practicable i...
    - #88">"Alternative Rate" means an alternative benchmark or screen rate which the Independent Adviser or the Issuer (as applicable) determines in accordance with this Condition 5.20 is customary in market usage in the international debt capital markets for t...
    - #88">"Benchmark Amendments" has the meaning given to it in Condition 5.20(c);
    - #88">"Benchmark Event" means:
      - #88">(i) the relevant Reference Rate has ceased to be published on the Relevant Screen Page as a result of such benchmark ceasing to be calculated or administered; or
      - #88">(ii) a public statement by the administrator of the relevant Reference Rate that (in circumstances where no successor administrator has been or will be appointed that will continue publication of such Reference Rate) it has ceased publishing such Refe...
      - #88">(iii) a public statement by the supervisor of the administrator of the relevant Reference Rate that such Reference Rate has been or will, by a specified future date (the "Specified Future Date"), be permanently or indefinitely discontinued; or
      - #88">(iv) a public statement by the supervisor of the administrator of the relevant Reference Rate that means that such Reference Rate will, by a specified future date (the "Specified Future Date"), be prohibited from being used or that its use will be sub...
      - #88">(v) a public statement by the supervisor of the administrator of the relevant Reference Rate (as applicable) that, in the view of such supervisor, (i) such Reference Rate is or will, by a specified future date (the "Specified Future Date"), be no long...
      - #88">(vi) it has or will, by a specified date within the following six months, become unlawful for the Calculation Agent to calculate any payments due to be made to any Holder using the relevant Reference Rate (as applicable) (including, without limitation...
    - #88">(g) Notwithstanding the sub-paragraphs above, where the relevant Benchmark Event is a public statement within sub-paragraphs (ii), (iii), (iv), or (v) above and the Specified Future Date in the public statement is more than six months after the date o...
    - #88">"Relevant Nominating Body" means, in respect of a benchmark or screen rate (as applicable):
      - #88">(i) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, or any central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicab...
      - #89">(ii) any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (a) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, (b) any central bank or other supervisory ...
    - #89">"Successor Rate" means a successor to or replacement of the Reference Rate which is formally recommended by any Relevant Nominating Body.
- #89">6. Redemption and Purchase
  - #89">6.1 Unless previously redeemed, or purchased and cancelled or unless such Instrument is stated in the relevant Final Terms as having no fixed Maturity Date, each Instrument shall be redeemed at its maturity redemption amount (the "Maturity Redemption ...
  - #89">6.2 If, in relation to any Series of Instruments and, in the case of Senior Non-Preferred Instruments, subject to compliance with Condition 6.17 (Restrictions on Early Redemption … Senior Non-Preferred Instruments), (i) as a result of any change in th...
  - #90">6.3 If the Call Option is specified in the relevant Final Terms as being applicable, then the Issuer may (subject in the case of Senior Non-Preferred Instruments to compliance with Condition 6.17 (Restrictions on Early Redemption … Senior Non-Preferre...
  - #90">6.4 The appropriate notice referred to in Condition 6.3 (Optional Early Redemption (Call))is a notice given by the Issuer to the Holders of the Instruments of the relevant Series in accordance with Condition 14 (Notices), which notice shall be irrevoc...
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  - #90">6.5 If the Instruments of a Series are to be redeemed in part only on any date in accordance with Conditions 6.3 (Optional Early Redemption (Call)), 6.8 (Automatic Early Redemption for Index Linked Redemption Instruments, Share Linked Redemption Instr...
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  - #91">6.6 This Condition 6.6 shall only be applicable to Senior Instruments.
  - #92">6.7 This Condition 6.7 applies only to Senior Non-Preferred Instruments only where MREL Disqualification Event Option is specified as being applicable in the relevant Final Terms.
  - #92">6.8 If the relevant Final Terms specifies that automatic early redemption applies with respect to the Index Linked Redemption Instruments, Share Linked Redemption Instruments, FX Linked Redemption Instruments or Fund Linked Redemption Instruments, in ...
  - #92">6.9 If the relevant Final Terms specifies that the Instruments are Fixed Interest Discounted Issue Instruments, the Early Redemption Amount (as defined in Condition 6.2 (Early Redemption for Taxation Reasons)) and Early Termination Amount (as defined ...
  - #93">6.10 If the relevant Final Terms specify that the Instruments are Physical Delivery Instrument, being Instruments to be redeemed by delivery of the Entitlement, Condition 26 (Physical Delivery Instruments) shall apply.
  - #93">6.11 The Issuer may (but, in the case of Senior Non-Preferred Instruments, subject to compliance with Condition 6.17 (Restrictions on Early Redemption … Senior Non-Preferred Instruments)) at any time purchase Instruments in the open market or otherwis...
  - #93">6.12 All unmatured Instruments and Coupons and unexchanged Talons redeemed or purchased in accordance with this Condition 5.20 (Benchmark Replacement) may be cancelled, reissued or resold.
  - #93">6.13 The provisions of Condition 5.13 (Interest Amount(s) and Calculation Agent) and the last paragraph of Condition 5.14 (Calculations and Adjustments) shall apply to any determination or calculation of the Redemption Amount or any Instalment Amount ...
  - #93">6.14 References herein to "Redemption Amount" shall mean, as appropriate, the Maturity Redemption Amount, the final Instalment Amount, the Early Redemption Amount, the Optional Redemption Amount (Call), the Optional Redemption Amount (Put), the Automa...
  - #93">6.15 In the case of any Instrument which is non-interest bearing, including Instruments specified by the relevant Final Terms to be Zero Coupon Instruments, the "Amortised Face Amount" shall be an amount equal to the sum of:
    - #93">(a) the Issue Price specified in the relevant Final Terms; and
    - #93">(b) the product of the Amortisation Yield (compounded annually) being applied to the Issue Price from (and including) the Issue Date specified in the relevant Final Terms to (but excluding) the date fixed for redemption or (as the case may be) the dat...
  - #93">6.16 In the case of any Instrument which is non-interest bearing, including Instruments specified by the relevant Final Terms to be Zero Coupon Instruments, if any Redemption Amount (other than the Maturity Redemption Amount) is improperly withheld or...
    - #94">(a) the date on which, upon due presentation or surrender of the relevant Instrument (if required), the relevant payment is made; and
    - #94">(b) (except where presentation or surrender of the relevant Instrument is not required as a precondition of payment), the seventh day after the date on which, the Issue and Paying Agent or, as the case may be, the relevant Registrar having received th...
  - #94">6.17 In the case of Senior Non-Preferred Instruments, no early redemption in any circumstances, purchase under Condition 6.11 (Purchase of Instruments) or substitution or variation under Condition 6.18 (Substitution and Variation … Senior Non-Preferre...
  - #94">6.18 This Condition 6.18 applies only to Senior Non-Preferred Instruments only where this Condition 6.18 is specified as being applicable in the relevant Final Terms.
    - #94">"Qualifying MREL Securities" means securities issued directly or indirectly by the Issuer that:
      - #94">(a) have terms not materially less favourable to the Holders as a class than the terms of the Instruments (as reasonably determined by the Issuer, and provided that a certification to such effect of two authorised Directors of the Issuer shall have be...
      - #95">(b) are listed on a recognised stock exchange, if the Instruments were listed on a recognised stock exchange immediately prior to such substitution or variation, as selected by the Issuer and approved by the Issue and Paying Agent or (in the case of V...
- #95">"Rating Agency" means Moody's Investors Service (Nordics) AB, S&P Global Ratings UK Limited or any other rating agency of equivalent international standing specified from time to time by the Issuer, and, in each case, their respective successors or af...
- #95">7. Events of Default
  - #95">7.1 Events of Default „ Senior Instruments
    - #95">(a) This Condition 7.1 is applicable in relation to Senior Instruments only.
    - #95">(b) The following events or circumstances (each an "Event of Default") shall be acceleration events in relation to the Instruments of any Series, namely:
      - #95">(i) the Issuer fails to pay any amount of principal or interest in respect of the Instruments of the relevant Series or any of them within ten days of the due date for payment thereof; or
      - #95">(ii) the Issuer defaults in the performance or observance of any of its other obligations under or in respect of the Instruments of the relevant Series or the Issue and Paying Agency Agreement and (except in any case where such default is incapable of...
      - #95">(iii) any Indebtedness of the Issuer becomes due and repayable prematurely by reason of an event of default (howsoever called) or the Issuer fails to make any payment in respect of any Indebtedness on the due date for payment as extended by any applic...
      - #95">(iv) a secured party takes possession, or a receiver, manager or other similar officer is appointed, of the whole or a substantial part of the undertaking, assets and revenues of the Issuer; or
      - #95">(v) (a) the Issuer is found insolvent or suspends its payments, (b) an administrator or liquidator of the Issuer or the whole or a substantial part of the undertaking, assets and revenues of the Issuer is appointed, (c) the Issuer takes any action for...
      - #96">(vi) an order is made or an effective resolution is passed for the winding up, liquidation or dissolution of the Issuer; or
      - #96">(vii) any action, condition or thing at any time required to be taken, fulfilled or done in order (a) to enable the Issuer lawfully to enter into, exercise its rights and perform and comply with its obligations under and in respect of the Instruments,...
      - #96">(viii) it is or will become unlawful for the Issuer to perform or comply with any of its obligations under or in respect of the Instruments.
    - #96">(c) If any Event of Default shall occur and be continuing in relation to any Series of Instruments, any Holder of an Instrument of the relevant Series may, by written notice to the Issuer, at the specified office of the Issue and Paying Agent (or, in ...
  - #96">7.2 Events of Default „ Senior Non-Preferred Instruments
    - #96">(a) This Condition 7.2 is applicable in relation to Senior Non-Preferred Instruments only.
    - #96">(b) The Issuer going into liquidation through public administration shall be an event of default (an "Event of Default") in relation to the Instruments.
    - #96">(c) If any Event of Default shall occur and be continuing in relation to any Series of Instruments, any Holder of an Instrument of the relevant Series may, by written notice to the Issuer, at the specified office of the Issue and Paying Agent (or, in ...
    - #96">(d) The Holder of any Instrument may at its discretion institute such proceedings against the Issuer as it may think fit to enforce any obligation, condition, undertaking or provision binding on the Issuer under the Instruments (other than, without pr...
    - #97">(e) No remedy against the Issuer, other than as provided in Conditions 7.2(b), 7.2(c) and 7.2(d) above shall be available to the Holders of Instruments, whether for the recovery of amounts owing in respect of the Instruments or in respect of any breac...
- #97">8. Taxation
  - #97">8.1 All amounts payable (whether in respect of principal, interest or otherwise) in respect of the Instruments will be made free and clear of and without withholding or deduction for or on account of any present or future taxes, duties, assessments or...
    - #97">(a) to, or to a third party on behalf of, a person who is liable to such taxes, duties, assessments or governmental charges in respect of such Instrument or Coupon by reason of his having some connection with the Kingdom of Norway other than (i) the m...
    - #97">(b) presented for payment more than thirty days after the Relevant Date, except to the extent that the relevant Holder would have been entitled to such additional amounts on presenting the same for payment on or before the expiry of such period of thi...
    - #97">(c) presented for payment in the Kingdom of Norway.
  - #97">8.2 For the purposes of these Conditions, the "Relevant Date" means, in respect of any payment, the date on which such payment first becomes due and payable, but if the full amount of the moneys payable has not been received by the Issue and Paying Ag...
  - #97">8.3 If the Issuer becomes subject generally at any time to any taxing jurisdiction other than the Kingdom of Norway references in Condition 6.2 (Early Redemption for Taxation Reasons) and Condition 8.1 to the Kingdom of Norway shall be read and constr...
  - #97">8.4 Any reference in these Conditions to "principal" and/or "interest" in respect of the Instruments shall be deemed also to refer to any additional amounts which may be payable under this Condition 8 (Taxation). Unless the context otherwise requires,...
  - #97">8.5 In the case of Senior Non-Preferred Instruments only, and notwithstanding the foregoing, the obligation to pay additional amounts by the Issuer will be limited to payments of interest only.
- #98">9. Payments
  - #98">9.1 Payments „ Bearer Instruments
    - #98">(a) This Condition 9.1 is applicable in relation to Instruments in bearer form.
    - #98">(b) Payment of amounts (other than interest) due in respect of Bearer Instruments will be made against presentation and (save in the case of partial payment) or payment of an Instalment Amount (other than the final Instalment Amount) surrender of the ...
    - #98">(c) Payment of amounts in respect of interest on Bearer Instruments will be made:
      - #98">(i) in the case of Instruments without Coupons attached thereto at the time of their initial delivery, against presentation of the relevant Instruments at the specified office of any of the Paying Agents outside (unless Condition 9.1(d) applies) the U...
      - #98">(ii) in the case of Instruments delivered with Coupons attached thereto at the time of their initial delivery, against surrender of the relevant Coupons or, in the case of interest due otherwise than on a scheduled date for the payment of interest, ag...
    - #98">(d) U.S. dollar payments of principal and interest in respect of Bearer Instruments will be made at the specified office of a Paying Agent in the United States (which expression, as used herein, means the United States of America (including the States...
      - #98">(i) the Issuer has appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment in U.S. dollars at such specified offices outside the United States of th...
      - #98">(ii) payment of the full amount of such interest at all such specified offices outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions on the full payment or receipt of principal and interest in...
      - #98">(iii) such payment is then permitted under United States law without involving, in the opinion of the Issuer, adverse tax consequences to the Issuer.
    - #98">(e) If the due date for payment of any amount due in respect of any Instrument is not an Applicable Financial Centre Day and a Local Banking Day (each as defined in Condition 9.4(e)), then the Holder thereof will not be entitled to payment thereof unt...
    - #99">(f) Each Instrument initially delivered with Coupons, Talons or Receipts attached thereto should be presented and, save in the case of partial payment of the Redemption Amount, surrendered for final redemption together with all unmatured Receipts, Cou...
      - #99">(i) if the relevant Final Terms specifies that this paragraph (i) of Condition 9.1(f) is applicable (and, in the absence of specification, this paragraph (i) shall apply to Instruments which bear interest at a fixed rate or rates or in fixed amounts) ...
      - #99">(ii) if the relevant Final Terms specifies that this paragraph (ii) of Condition 9.1(f) is applicable (and, in the absence of specification, this paragraph (ii) shall apply to Instruments which bear interest at a floating rate or rates or in variable ...
      - #99">(iii) in the case of Instruments initially delivered with Talons attached thereto, all unmatured Talons (whether or not surrendered therewith) shall become void and no exchange for Coupons shall be made thereafter in respect of them; and
      - #99">(iv) in the case of Instruments initially delivered with Receipts attached thereto, all Receipts relating to such Instruments in respect of a payment of an Instalment Amount which (but for such redemption) would have fallen due on a date after such du...
    - #100">(g) In relation to Instruments initially delivered with Talons attached thereto, on or after the due date for the payment of interest on which the final Coupon comprised in any Coupon sheet matures, the Talon comprised in the Coupon sheet may be surre...
  - #100">9.2 Payments „ Registered Instruments
    - #100">(a) This Condition 9.2 is applicable in relation to Registered Instruments.
    - #100">(b) Payment of the Redemption Amount (together with accrued interest) due in respect of Registered Instruments (whether or not in global form) will be made against presentation and, save in the case of partial payment of the Redemption Amount, surrend...
    - #100">(c) Payment of amounts (whether principal, interest or otherwise) due (other than the Redemption Amount) in respect of Registered Instruments will be paid to the Holder thereof (or, in the case of joint Holders, the first-named) as appearing in the re...
    - #100">(d) Notwithstanding the provisions of Condition 9.4(c), payment of amounts (whether principal, interest or otherwise) due (other than the Redemption Amount) in respect of Registered Instruments (whether or not in global form) will be made in the curre...
    - #101">(e)
      - #101">(i) Payments of principal and interest in respect of Instruments held through DTC and represented by a Global Registered Instrument which are denominated in a Specified Currency other than U.S. dollars will be made in U.S. dollars, unless the holder o...
      - #101">(ii) Any holder of Instruments held through DTC and represented by a Global Registered Instrument which are denominated in a Specified Currency other than U.S. dollars may elect to receive payment of principal and interest with respect to all or part ...
  - #101">9.3 Payments „ VPS Instruments
  - #101">9.4 Payments „ General Provisions
    - #101">(a) Save as otherwise specified in these Conditions, (1) this Condition 9.4 is applicable in relation to Bearer Instruments, Registered Instruments and VPS Instruments and (2) Condition 5.15 applies in respect of payments of amounts due (whether princ...
    - #102">(b) All payments in respect of an Instrument shall, without prejudice to Article 8.1 of Council Regulation no. 974/98 of 3 May 1998, be made in the currency shown on its face unless it is stated to be a Renminbi Instrument or an Instrument where Condi...
    - #102">(c) Payments of amounts due (whether principal, interest or otherwise) in respect of Instruments will be made in the currency in which such amount is due (i) by cheque or (ii) at the option of the payee, by transfer to an account denominated in the re...
    - #102">(d) Payments will, without prejudice to the provisions of Condition 8 (Taxation), be subject in all cases (i) to any applicable fiscal or other laws and regulations and (ii) any withholding or deduction required pursuant to an agreement described in S...
    - #102">(e) For the purposes of these Conditions:
      - #102">(i) "Applicable Financial Centre Day" means, a day on which commercial banks and foreign exchange markets settle payments in all that Applicable Financial Centre(s) specified in the relevant Final Terms or, in the case of any payment in respect of a G...
      - #102">(ii) "Local Banking Day" means a day (other than a Saturday or Sunday) on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in the place of presentation of the relevant Instrument or, a...
    - #102">(f) This Condition 9.4(f) applies to Instruments denominated in Renminbi (the "Renminbi Instruments").
      - #103">(i) "Governmental Authority" means any de facto or de jure government (or any agency or instrumentality thereof), court, tribunal, administrative or other governmental authority or any other entity (private or public) charged with the regulation of th...
      - #103">(ii) "Hong Kong" means the Hong Kong Special Administrative Region of the PRC;
      - #103">(iii) "Illiquidity" means the general Renminbi exchange market in Hong Kong becomes illiquid, other than as a result of an event of Inconvertibility or Non-transferability, as determined by the Issuer or its appointee or designee in good faith and in ...
      - #103">(iv) "Inconvertibility" means that the Issuer or its appointee or designee determines (in good faith and in a commercially reasonable manner) that it is impossible or, having used its reasonable endeavours, impracticable, for it to convert any amount ...
      - #103">(v) "Non-transferability" means that the Issuer or its appointee or designee determines (in good faith and in a commercially reasonable manner) that it is impossible or, having used its reasonable endeavours, impracticable, for it to deliver Renminbi ...
      - #103">(vi) "PRC" means the People's Republic of China (excluding, for the purpose of these Conditions, Hong Kong, the Macao Special Administrative Region of the PRC and Taiwan);
      - #103">(vii) "Rate Calculation Business Day" means a day (other than a Saturday or Sunday) on which commercial banks are open for general business (including dealings in foreign exchange) in Hong Kong and New York City;
      - #104">(viii) "Rate Calculation Date" means the day which is two Rate Calculation Business Days before the due date of the relevant amount under these Conditions;
      - #104">(ix) "Renminbi" or "CNY" means the official currency of the People's Republic of China;
      - #104">(x) "Renminbi Dealer" means an independent foreign exchange dealer of international repute active in the Renminbi exchange market in Hong Kong; and
      - #104">(xi) "Spot Rate" means, for a Rate Calculation Date, the spot USD/CNY exchange rate for the purchase of U.S. dollars with Renminbi in the over-the-counter Renminbi exchange market in Hong Kong, as determined by the Calculation Agent at or around 11.00...
    - #104">(g) Alternative Currency
- #104">10. Prescription
  - #104">10.1 Claims against the Issuer for payment of principal and interest in respect of Instruments will be prescribed and become void unless made, in the case of principal, within ten years or, in the case of interest, five years after the Relevant Date (...
  - #104">10.2 In relation to Definitive Bearer Instruments initially delivered with Talons attached thereto, there shall not be included in any Coupon sheet issued upon exchange of a Talon any Coupon which would be void upon issue pursuant to Condition 9.1(f) ...
- #104">11. The Paying Agents, the Foreign Exchange Agent, the Registrars, the VPS Account Operator, the VPS Trustee, the Transfer Agents and the Calculation Agent
  - #104">11.1 The initial Paying Agents, the Foreign Exchange Agent, Registrars and the Transfer Agents and their respective initial specified offices are specified below. The Calculation Agent in respect of any Instruments shall be specified in the relevant F...
  - #105">11.2 The Paying Agents, the Foreign Exchange Agent, the Registrars, the VPS Account Operator, the VPS Trustee, the Transfer Agents and the Calculation Agent act solely as agents of the Issuer and, save as provided in the Issue and Paying Agency Agreem...
  - #105">11.3 The VPS Trustee Agreement contains provisions for the indemnification of the VPS Trustee and for its relief from responsibility, including provisions relieving it from taking action unless funded, indemnified and/or secured to its satisfaction.
- #105">12. Replacement of Instruments
- #105">13. Meetings of Holders and Modification
  - #105">13.1 Holders of Bearer Instruments and/or Registered Instruments and/or Global Registered Instruments
  - #106">An Extraordinary Resolution passed at any meeting of the Holders of Instruments of any Series will be binding on all Holders of the Instruments of such Series, whether or not they are present at the meeting, and on all Holders of Coupons relating to I...
  - #106">13.2 Holders of VPS Instruments
  - #106">13.3 The Issuer may, with the consent of the Issue and Paying Agent or the VPS Account Operator or the VPS Trustee, as the case may be, but without the consent of the Holders of the Instruments of any Series or Coupons, amend these Conditions and the ...
  - #106">13.4 The VPS Trustee Agreement provides that the Issuer and the VPS Trustee (acting on behalf of the Holders of the VPS Instruments) may agree to amend the VPS Trustee Agreement or the VPS Instrument Conditions (as set out in the VPS Trustee Agreement...
  - #107">13.5 Certain changes may be also made pursuant to Conditions 5.7B, 5.20 (Benchmark Replacement) and 6.18 (Substitution and Variation … Senior Non-Preferred Instruments) without the requirement for consent of Holders of Instruments.
- #107">14. Notices
  - #107">14.1 Notices to Holders of Bearer Instruments will, save where another means of effective communication has been specified herein or in the relevant Final Terms, be deemed to be validly given if (i) published in a leading daily newspaper having genera...
  - #107">14.2 Notices to Holders of Registered Instruments will be deemed to be validly given if sent by first class mail (or equivalent) or (if posted to an overseas address) by air mail to them (or, in the case of joint Holders, to the first-named in the reg...
  - #107">14.3 Notices to Holders of VPS Instruments will be deemed to be validly given if given in accordance with the rules and procedures of the VPS and will be given in accordance with the provisions of the VPS Trustee Agreement.
- #107">15. Further Issues
- #107">16. Currency Indemnity
- #108">17. Waiver and Remedies
- #108">18. Rights of Third Parties
- #108">19. Law and Jurisdiction
  - #108">19.1 The Instruments, the Issue and Paying Agency Agreement, the Deed of Covenant and any non-contractual obligations arising out of or in connection with them are governed by English law, except for Conditions 3.2 (Status … Senior Non-Preferred Instr...
  - #108">19.2 The Issuer irrevocably agrees for the benefit of the Holders of the Instruments that the courts of England shall have exclusive jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, which may arise out of...
  - #108">19.3 The Issuer irrevocably waives any objection which it might now or hereafter have to the courts of England being nominated as the forum to hear and determine any Proceedings and to settle any Disputes and agrees not to claim that any such court is...
  - #108">19.4 The Issuer agrees that the process by which any proceedings in England are begun may be served on it by being delivered to the Royal Norwegian Embassy at 25 Belgrave Square, London SW1X 8QD or, if different, its registered office for the time bei...
  - #109">19.5 The submission to the jurisdiction of the courts of England shall not (and shall not be construed so as to) limit the right of the Holders of the Instruments or any of them to take Proceedings in any other court of competent jurisdiction nor shal...
  - #109">19.6 The Issuer consents generally in respect of any Proceedings to the giving of any relief or the issue of any process in connection with such Proceedings including (without limitation) the making, enforcement or execution against any property whats...
  - #109">19.7 To the extent that the Issuer may in any jurisdiction claim for itself or its assets or revenues immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process and to the extent that i...
- #109">20. Acknowledgement of Bail-in and Loss Absorption Powers
  - #109">(a) Notwithstanding and to the exclusion of any other term of the Instruments or any other agreements, arrangements or understanding between the Issuer and any Holders of Instruments (which, for the purposes of this Condition 20, includes each Holder ...
    - #109">(i) the effect of the exercise of any Bail-in and Loss Absorption Powers by the Relevant Resolution Authority, which exercise (without limitation) may include and result in any of the following, or a combination thereof:
      - #109">(A) the reduction of all, or a portion, of the Relevant Amounts in respect of the Instruments on a permanent basis;
      - #109">(B) the conversion of all, or a portion, of the Relevant Amounts in respect of the Instruments into shares, other securities or other obligations of the Issuer or another person, and the issue to or conferral on the Holders of Instruments of such shar...
      - #109">(C) the cancellation of the Instruments or the Relevant Amounts in respect of the Instruments; and
      - #109">(D) the amendment or alteration of the perpetual nature of the Instruments or amendment of the amount of interest payable on the Instruments, or the date on which interest becomes payable, including by suspending payment for a temporary period; and
    - #109">(ii) the variation of the terms of the Instruments, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of any Bail-in and Loss Absorption Powers by the Relevant Resolution Authority.
  - #110">(b) No repayment or payment of the Relevant Amounts in relation to the Instruments, will become due and payable or be paid after the exercise of any Bail-in and Loss Absorption Powers by the Relevant Resolution Authority if and to the extent such amou...
  - #110">(c) None of (i) a reduction or cancellation, in part or in full, of the Relevant Amounts in relation to the Instruments, (ii) the conversion thereof into another security or obligation of the Issuer or another person, as a result of the exercise of an...
  - #110">(d) Upon the exercise of any Bail-in and Loss Absorption Powers by the Relevant Resolution Authority with respect to any Instruments, the Issuer shall as soon as reasonably practicable notify the Holders of Instruments of such exercise in accordance w...
- #110">21. Index Linked Instruments
  - #110">21.1 Interpretation
  - #111">21.2 Definitions
    - #111">"Barrier Event (closing)" shall be deemed to have occurred if:
      - #111">(a) where the Index Linked Instruments relate to a single Index, the Calculation Agent determines in its sole and absolute discretion that the Index Level of the Index as of the Barrier Event Valuation Time (closing) on any Barrier Event Determination...
      - #111">(b) where the Index Linked Instruments relate to a Basket of Indices, the Calculation Agent determines in its sole and absolute discretion that the Index Level of at least one of the Indices as of the Barrier Event Valuation Time (closing) on any Barr...
    - #111">"Barrier Event (intraday)" shall be deemed to have occurred if:
      - #111">(a) where the Index Linked Instruments relate to a single Index, the Calculation Agent determines in its sole and absolute discretion that the Index Level of the Index as of the Barrier Event Valuation Time (intraday) on any Barrier Event Determinatio...
      - #111">(b) where the Index Linked Instruments relate to a Basket of Indices, the Calculation Agent determines in its sole and absolute discretion that the Index Level of at least one of the Indices as of the Barrier Event Valuation Time (intraday) on any Bar...
    - #112">For the purpose of determining whether a Barrier Event (intraday) has occurred on any day, the definition of Market Disruption Event specified in these Index Linked Conditions shall be amended such that (i) all references to "during the one hour peri...
    - #112">"Barrier Event Determination Day" means, in respect of each Index and each Observation Period:
      - #112">(a) if the relevant Final Terms provide that the Barrier Event (intraday) provisions shall apply, either:
        #112">(i) each day on which the level of such Index is published and/or disseminated by the Index Sponsor during such Observation Period that is not a Disrupted Day; or
        #112">(ii) each day on which the level of such Index is published and/or disseminated by the Index Sponsor during such Observation Period, regardless of whether or not such day is a Disrupted Day for such Index (and if the Calculation Agent in its sole and ...
      - #112">(b) if the relevant Final Terms provide that the Barrier Event (closing) provisions shall apply, each Scheduled Trading Day for such Index during such Observation Period that is not a Disrupted Day for such Index.
    - #112">"Barrier Event Valuation Time (closing)" means:
      - #112">(a) in relation to an Index which is specified in the relevant Final Terms as being a Unitary Index, the Scheduled Closing Time on the relevant Exchange on the relevant Barrier Event Determination Day, as the case may be, in relation to such Index to ...
      - #112">(b) in relation to an Index which is specified in the relevant Final Terms as being a Multi-Exchange Index, (i) for the purposes of determining whether a Market Disruption Event has occurred: (x) in respect of any Component Security, the Scheduled Clo...
    - #113">"Base Price" means:
      - #113">(a) where the Index Linked Instruments relate to a single Index, the Index Final on the Base Price Fixing Date as determined by the Calculation Agent and without regard to any subsequently published correction, subject to Condition 21.5 (Correction of...
      - #113">(b) where the Index Linked Instruments relate to a Basket of Indices, in respect of each Index, the Index Final on the Base Price Fixing Date as determined by the Calculation Agent and without regard to any subsequently published correction, subject t...
    - #113">(I)
      - #113">(a) where the Index Linked Instruments relate to a single Index, such date as is specified in the relevant Final Terms, provided that, if the initially scheduled Base Price Fixing Date is a Disrupted Day, the Base Price Fixing Date shall be the immedi...
      - #113">(b) where the Index Linked Instruments relate to a Basket of Indices, such date as is specified in the relevant Final Terms, provided that, if the initially scheduled Base Price Fixing Date is a Disrupted Day in relation to any Index, the Base Price F...
    - #113">(II)
      - #113">(a) where the Index Linked Instruments relate to a single Index, such date as is specified in the relevant Final Terms, provided that, if the initially scheduled Base Price Fixing Date is a Disrupted Day, the Base Price Fixing Date shall be the immedi...
      - #113">(b) where the Index Linked Instruments relate to a Basket of Indices, such date as is specified in the relevant Final Terms, provided that, if the initially scheduled Base Price Fixing Date is a Disrupted Day in relation to any Index, the Base Price F...
    - #114">(III)
      - #114">(a) where the Index Linked Instruments relate to a single Index, such date as is specified in the relevant Final Terms, provided that, if the Base Price Fixing Date is a Disrupted Day, the Base Price shall be such level of the Index as of the Valuatio...
      - #114">(b) where the Index Linked Instruments relate to a Basket of Indices, such date as is specified in the relevant Final Terms, provided that, if the Base Price Fixing Date is a Disrupted Day in relation to any Index, the Base Price shall be such level o...
    - #114">"Disrupted Day" means:
      - #114">(a) in relation to an Index which is specified in the relevant Final Terms as being a Unitary Index, any Scheduled Trading Day on which the Exchange or the Related Exchange fails to open for trading during its regular trading session or on which a Mar...
      - #115">(b) in relation to an Index which is specified in the relevant Final Terms as being a Multi-Exchange Index, any Scheduled Trading Day on which (i) the Index Sponsor fails to publish the level of the Index (provided that the Calculation Agent may, in i...
    - #115">"Early Closure" means:
      - #115">(a) in relation to an Index which is specified in the relevant Final Terms as being a Unitary Index, the closure on any Exchange Business Day of the Exchange relating to securities that comprises 20 per cent. or more of the level of the Index or the R...
      - #115">(b) in relation to an Index which is specified in the relevant Final Terms as being a Multi-Exchange Index, the closure on any Exchange Business Day of the Exchange in respect of any Component Security or the Related Exchange prior to its Scheduled Cl...
    - #115">"Exchange" means:
      - #115">(a) in relation to an Index which is specified in the relevant Final Terms as being a Unitary Index, each exchange or quotation system specified as such for such Index in the relevant Final Terms, or any successor thereto or any substitute exchange or...
      - #115">(b) in relation to an Index which is specified in the relevant Final Terms as being a Multi-Exchange Index, in respect of each Component Security, the principal stock exchange on which such Component Security is principally traded, as determined by th...
    - #115">"Exchange Business Day" means:
      - #115">(a) where the relevant Index is specified in the relevant Final Terms to be a Unitary Index, any Scheduled Trading Day on which the Exchange and the Related Exchange are open for trading during their respective regular trading sessions, notwithstandin...
      - #116">(b) where the relevant Index is specified in the relevant Final Terms to be a Multi-Exchange Index, any Scheduled Trading Day on which (i) the Index Sponsor publishes the level of the Index; and (ii) the Related Exchange is open for trading during its...
    - #116">"Exchange Disruption" means:
      - #116">(a) in relation to an Index which is specified in the relevant Final Terms as being a Unitary Index, any event (other than an Early Closure) which, in the discretion of the Calculation Agent, disrupts or impairs the ability of market participants in g...
      - #116">(b) in relation to an Index which is specified in the relevant Final Terms as being a Multi-Exchange Index, any event (other than an Early Closure) which, in the discretion of the Calculation Agent, disrupts or impairs the ability of market participan...
    - #117">"Market Disruption Event" means:
      - #117">(a) in respect of any Unitary Index, the occurrence or existence of (i) a Trading Disruption, (ii) an Exchange Disruption, which in either case the Calculation Agent determines is material, at any time during the one hour period that ends at the Valua...
      - #117">(b) in respect of any Multi-Exchange Index, either:
        #117">(i)
        #117">(A) the occurrence or existence, in respect of any Component Security, of:
        #117">(1) a Trading Disruption, which the Calculation Agent determines is material, at any time during the one hour period that ends at the relevant Valuation Time in respect of the Exchange on which such Component Security is principally traded;
        #117">(2) an Exchange Disruption, which the Calculation Agent determines is material, at any time during the one hour period that ends at the relevant Valuation Time in respect of the Exchange on which such Component Security is principally traded; or
        #117">(3) an Early Closure; and
        #117">(B) the aggregate of all Component Securities in respect of which a Trading Disruption, an Exchange Disruption or an Early Closure occurs or exists, comprises 20 per cent. or more of the level of the Index; or
        #117">(ii) the occurrence or existence, in respect of futures or options contracts relating to the Index, of (A) a Trading Disruption, (B) an Exchange Disruption which in either case the Calculation Agent determines is material, at any time during the one h...
    - #118">"Related Exchange" means either (a) or (b) below, as specified in the relevant Final Terms:
      - #118">(a) in relation to any Unitary Index or Multi-Exchange Index, each exchange or quotation system specified as such for such Index in the relevant Final Terms, or any successor thereto or any substitute exchange or quotation system to which trading in f...
      - #118">(b) in relation to any Unitary Index, each exchange or quotation system specified as such for such Index in the relevant Final Terms, or any successor thereto or any substitute exchange or quotation system to which trading in futures or options contra...
    - #119">"Scheduled Trading Day" means:
      - #119">(a) in respect of any Unitary Index, any day on which the Exchange and the Related Exchange are scheduled to be open for trading for their respective regular trading sessions; or
      - #119">(b) in respect of any Multi-Exchange Index, any day on which (i) the Index Sponsor is scheduled to publish the level of the Index, and (ii) the Related Exchange for the Index is scheduled to be open for trading for its regular trading session.
    - #119">"Trading Disruption" means:
      - #119">(a) in respect of any Unitary Index, any suspension or limitation imposed on trading by the Exchange or the Related Exchange or otherwise and whether by reason of movements in price exceeding limits permitted by the Exchange or the Related Exchange or...
      - #119">(b) in respect of any Multi-Exchange Index, any suspension or limitation imposed on trading by any relevant Exchange or Related Exchange or otherwise and whether by reason of movements in price exceeding limits permitted by the relevant Exchange or Re...
    - #119">"Valuation Date" means each Valuation Date specified in the relevant Final Terms or if such date is not a Scheduled Trading Day or is a Disrupted Day, then:
      - #119">(a) where the Index Linked Instruments relate to a single Index, the Valuation Date shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day, unless each of the Scheduled Trading Days immediately following the Scheduled Valuatio...
      - #120">(b) where the Index Linked Instruments relate to a Basket of Indices, either (i) or (ii) below, as specified in the relevant Final Terms, shall apply:
        #120">(i) the Valuation Date for each Index not affected by the occurrence of a Disrupted Day shall be the Scheduled Valuation Date and the Valuation Date for each Index affected by the occurrence of a Disrupted Day (each an "Affected Index") shall be the f...
        #120">(ii) the Valuation Date shall be the first succeeding Common Scheduled Trading Day that is not a Disrupted Day with respect to all Indices, unless there is no such Common Scheduled Trading Day that is not a Disrupted Day on or prior to the Valuation C...
    - #120">"Valuation Time" means:
      - #120">(a) in respect of any Unitary Index, (i) for the purposes of determining whether an Early Closure, an Exchange Disruption or a Trading Disruption has occurred in respect of (I) any Exchange, the Scheduled Closing Time of the Exchange (provided that, i...
      - #120">(b) in respect of any Multi-Exchange Index, (i) for the purposes of determining whether an Early Closure, an Exchange Disruption or a Trading Disruption has occurred in respect of (I) any Component Security, the Scheduled Closing Time on the Exchange ...
  - #121">21.3 Index Linked Interest
  - #123">21.4 Index Linked Redemption
    - #123">(a) Index Linked Automatic Early Redemption
      - #123">(i) where the Index Linked Instruments relate to a single Index, the Index Final of the Index is (x) equal to or higher than or (y) higher than, as specified in the relevant Final Terms, the Knock-out Price; or
      - #123">(ii) where the Index Linked Instruments relate to a Basket of Indices, the Index Final of each Index of the Basket is (x) equal to or higher than or (y) higher than, as specified in the relevant Final Terms, the respective Knock-out Price,
    - #123">(b) Index Linked Final Redemption
  - #125">21.5 Correction of the Index
  - #126">21.6 Discontinuance of the Index/Alteration of Method of Calculation
  - #126">21.7 Additional Disruption Events and Administrator/Benchmark Events
    - #126">(a) If an Additional Disruption Event and/or an Administrator/Benchmark Event occurs, the Issuer in its sole and absolute discretion may take the action described in (i) or (ii) below:
      - #126">(i) require the Calculation Agent to determine in its sole and absolute discretion the appropriate adjustment, if any, to be made to the multiplier and/or any of the other terms of these Conditions and/or the relevant Final Terms (including in order t...
      - #126">(ii) redeem the Instruments by giving notice to the Holders of Instruments in accordance with Condition 14 (Notices). If the Instruments are so redeemed the Issuer will pay an amount to each Holder of Instrument in respect of each Instrument held by h...
    - #127">(b) Upon the occurrence of an Additional Disruption Event and/or an Administrator/Benchmark Event, the Issuer shall give notice as soon as practicable to the Holders in accordance with Condition 14 (Notices) stating the occurrence of the Additional Di...
  - #127">21.8 Calculations Binding
- #127">22. Share Linked Instruments
  - #127">22.1 Interpretation
  - #127">22.2 Definitions
    - #128">"Barrier Event (closing)" shall be deemed to occur if:
      - #128">(a) where the Share Linked Instruments relate to a single Share, the Calculation Agent determines in its sole and absolute discretion that the Share Price of any Share as of the Barrier Event Valuation Time (closing) on any Barrier Event Determination...
      - #128">(b) where the Share Linked Instruments relate to a Basket of Shares, the Calculation Agent determines in its sole and absolute discretion that the Share Price of at least one of the Shares as of the Barrier Event Valuation Time (closing) on any Barrie...
    - #128">"Barrier Event (intraday)" shall be deemed to occur if:
      - #128">(a) where the Share Linked Instruments relate to a single Share, the Calculation Agent determines in its sole and absolute discretion that the Share Price of such Share as of the Barrier Event Valuation Time (intraday) on any Barrier Event Determinati...
      - #128">(b) where the Share Linked Instruments relate to a Basket of Shares, the Calculation Agent determines in its sole and absolute discretion that the Share Price of at least one of the Shares as of the Barrier Event Valuation Time (intraday) on any Barri...
    - #129">"Barrier Event Determination Day" means, in respect of each Share and each Observation Period:
      - #129">(a) if the relevant Final Terms provide that the Barrier Event (intraday) provisions shall apply:
        #129">(i) each day on which the price of such Share is quoted on the relevant Exchange during such Observation Period that is not a Disrupted Day;
        #129">(ii) each day on which the price of such Share is quoted on the relevant Exchange during such Observation Period, regardless of whether or not such day is a Scheduled Trading Day for such Share (and, for the avoidance of doubt, if the Calculation Agen...
        #129">(iii) each Scheduled Trading Day on which the price of such Share is quoted on the relevant Exchange during such Observation Period (and, for the avoidance of doubt, if the Calculation Agent in its sole and absolute discretion determines that a Market...
      - #129">(b) if the relevant Final Terms provide that the Barrier Event (closing) provisions shall apply, either:
        #129">(i) each Scheduled Trading Day for such Share during such Observation Period that is not a Disrupted Day for such Share; or
        #129">(ii) each Scheduled Trading Day for such Share during such Observation Period that is not a Disrupted Day for such Share; provided, however, that if any Scheduled Trading Day during the Observation Period is a Disrupted Day, then the Calculation Agent...
    - #130">"Base Price Fixing Date" means the date specified in the relevant Final Terms; provided that,
      - #130">(a) where the Share Linked Instruments relate to a single Share, either (i), (ii) or (iii) below, as specified in the relevant Final Terms:
        #130">(i) if the initially scheduled Base Price Fixing Date is a Disrupted Day, the Base Price Fixing Date shall be the immediately following Scheduled Trading Day that is not a Disrupted Day, unless each of the Scheduled Trading Days up to and including th...
        #130">(ii) if the initially scheduled Base Price Fixing Date is not an Exchange Business Day, the Base Price Fixing Date shall be the Exchange Business Day immediately following the initially scheduled Base Price Fixing Date; or
        #130">(iii) if the initially scheduled Base Price Fixing Date is a Disrupted Day or not an Exchange Business Day, the Base Price Fixing Date shall be the immediately following Scheduled Trading Day that is not a Disrupted Day, unless each of the Scheduled T...
      - #131">(b) where the Share Linked Instruments relate to a Basket of Shares, either (i) or (ii) below, as specified in the relevant Final Terms:
        #131">(i) if the initially scheduled Base Price Fixing Date is a Disrupted Day in relation to any Share, the Base Price Fixing Date shall be the immediately following Scheduled Trading Day that is not a Disrupted Day for each of the Shares, unless each of t...
        #131">(ii) if the initially scheduled Base Price Fixing Date is not an Exchange Business Day in relation to any Share, the Base Price Fixing Date shall be the Exchange Business Day for each Share in the Basket immediately following the initially scheduled B...
      - #134">(a) where the Share Linked Instruments relate to a single Share, either (i) or (ii) below, as specified in the relevant Final Terms, applies:
        #134">(i) if the specified Valuation Date is not a Scheduled Trading Day or is a Disrupted Day, the Valuation Date shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day, unless each of the Scheduled Trading Days up to and including...
        #134">(ii) if the specified Valuation Date is a Disrupted Day or is not an Exchange Business Day, the Valuation Date shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day, unless each of the Scheduled Trading Days up to and includi...
      - #135">(b) where the Share Linked Instruments relate to a Basket of Shares, either (A) or (B) below, as specified in the relevant Final Terms, applies:
  - #135">22.3 Share Linked Interest
  - #137">22.4 Share Linked Redemption
    - #137">(a) Share Linked Automatic Early Redemption
      - #137">(i) where the Share Linked Instruments relate to a single Share, the Share Price as of the Valuation Time on the Automatic Early Redemption Valuation Date of the Share is (x) equal to or higher than or (y) higher than, as specified in the relevant Fin...
      - #137">(ii) where the Share Linked Instruments relate to a Basket of Shares, (x) the Share Price as of the Valuation Time on the Automatic Early Redemption Valuation Date of the Worst Performing Share is (xx) equal to or higher than or (yy) higher than, as s...
    - #138">(b) Share Linked Final Redemption
  - #141">22.5 Correction to Share Prices
  - #141">22.6 Potential Adjustment Events, Merger Event, Tender Offer, De-listing, Nationalisation and Insolvency
    - #141">(a) "Potential Adjustment Event" means any combination of the following as specified in the relevant Final Terms:
      - #141">(i) a subdivision, consolidation or reclassification of relevant Share (unless resulting in a Merger Event or, if Tender Offer is specified as applying in the relevant Final Terms, a Tender Offer) or a free distribution or dividend of any relevant Sha...
      - #141">(ii) a distribution, issue or dividend to existing holders of relevant Shares of (a) such Share or (b) other share capital or securities granting the right to payment of dividends and/or the proceeds of liquidation of the Share Company equally or prop...
      - #141">(iii) an extraordinary dividend;
      - #142">(iv) a call by a Share Company in respect of relevant Shares that are not fully paid;
      - #142">(v) a repurchase by the Share Company of relevant Shares whether out of profits or capital and whether the consideration for such repurchase is cash, securities or otherwise; or
      - #142">(vi) in respect of a Share Company an event that results in any shareholder rights being distributed or becoming separated from shares of common stock or other shares of the capital stock of such Share Company pursuant to a shareholder rights plan or ...
      - #142">(vii) any other event having, in the opinion of the Calculation Agent, a materially diluting or concentrative effect on the theoretical value of the relevant Shares.
    - #142">(b) "De-listing" means, in respect of any relevant Shares;
      - #142">(i) in the case where the Exchange is not located in the United States, such Exchange announces that pursuant to the rules of such Exchange, such Shares cease (or will cease) to be listed, traded or publicly quoted on the Exchange for any reason (othe...
      - #142">(ii) in the case where the Exchange is located in the United States, such Exchange announces that pursuant to the rules of such Exchange, such Shares cease (or will cease) to be listed, traded or publicly quoted on the Exchange for any reason (other t...
    - #144">(c) "Merger Event" means, in respect of any relevant Shares, any combination of the following as specified in the relevant Final Terms:
  - #145">22.7 Additional Disruption Events and Administrator/Benchmark Events
    - #145">(a) If an Additional Disruption Event and/or an Administrator/Benchmark Event occurs, the Issuer in its sole and absolute discretion may take the action described in (i) or (ii) below:
      - #145">(i) require the Calculation Agent to determine in its sole and absolute discretion the appropriate adjustment, if any, to be made to the multiplier and/or any of the other terms of these Conditions and/or the relevant Final Terms to account for the Ad...
      - #145">(ii) redeem the Instruments by giving notice to the Holders of Instruments in accordance with Condition 14 (Notices). If the Instruments are so redeemed the Issuer will pay an amount to each Holder of Instrument in respect of each Instrument held by h...
    - #145">(b) Upon the occurrence of an Additional Disruption Event and/or an Administrator/Benchmark Event, the Issuer shall give notice as soon as practicable to the Holders in accordance with Condition 14 (Notices) stating the occurrence of the Additional Di...
  - #146">22.8 Calculations Binding
- #146">23. FX Linked Instruments
  - #146">23.1 Interpretation
  - #146">23.2 Definitions
  - #151">23.3 FX Linked Interest
  - #152">23.4 FX Linked Redemption
    - #152">(a) FX Linked Automatic Early Redemption
    - #152">(b) FX Linked Final Redemption
  - #155">23.5 Instruments with Dual or Other Currency Settlement Conditions
    - #155">(a) General
    - #156">(b) BRL Instruments with JPY settlement conditions
      - #156">(i) All payments in respect of the BRL Instruments shall be made in JPY. The JPY amount payable for the relevant payment shall equal to the BRL payment amount multiplied by the Currency Price as of the relevant Valuation Date, calculated and determine...
      - #156">(ii) For the calculation and determination of the Currency Price as of the Valuation Date, notwithstanding the definition "Currency Price" in this Condition 23, the Currency Price as of the Valuation Date shall be the price to be determined by the Cal...
    - #156">(c) IDR Instruments with JPY settlement conditions
      - #156">(i) All payments in respect of the IDR Instruments shall be made in JPY. The JPY amount payable for the relevant payment shall equal to the IDR payment amount multiplied by the Currency Price as of the relevant Valuation Date, calculated and determine...
      - #156">(ii) For the calculation and determination of the Currency Price as of the Valuation Date, notwithstanding the definition "Currency Price" in this Condition 23, the Currency Price as of the Valuation Date shall be the price to be determined by the Cal...
    - #157">(A) where the relevant Final Terms provide that "bid" is applicable, in respect of any date, the USD/JPY bid rate, expressed as the amount of JPY per 1.00 USD, as published on Bloomberg page "BFIX" or any substitute or successor page, at 12:00 noon (T...
    - #157">(B) where the relevant Final Terms provide that "mid" is applicable, the arithmetic mean of bid and offered rate for USD/JPY foreign exchange rate (expressed as the number of JPY per 1.00 USD), at approximately 12:00 noon (Tokyo time) on the relevant ...
    - #157">(d) INR Instruments with JPY settlement conditions
      - #157">(i) All payments in respect of the INR Instruments shall be made in JPY. The JPY amount payable for the relevant payment shall equal to the INR payment amount multiplied by the Currency Price as of the relevant Valuation Date, calculated and determine...
      - #157">(ii) For the calculation and determination of the Currency Price as of the Valuation Date, notwithstanding the definition "Currency Price" in this Condition 23, the Currency Price as of the Valuation Date shall be the price to be determined by the Cal...
    - #158">(e) BRL Instruments with USD settlement conditions
      - #158">(i) All payments in respect of the BRL Instruments shall be made in USD. The USD amount payable for the relevant payment shall equal to the BRL payment amount divided by the Currency Price as of the relevant Valuation Date, calculated and determined b...
      - #158">(ii) For the calculation and determination of the Currency Price as of the Valuation Date, notwithstanding the definition "Currency Price" in this Condition 23, the Currency Price as of the Valuation Date shall be the BRL/USD-PTAX Rate determined by t...
  - #158">23.6 Occurrence of FX Price Source Disruption
    - #158">(a) General
    - #158">(b) IDR Instruments with JPY settlement conditions
    - #159">(c) INR Instruments with JPY settlement conditions
  - #159">23.7 Occurrence of Price Materiality Event
  - #159">23.8 Corrections to Published and Displayed Rates
    - #159">(a) In any case where a Currency Price is based on information obtained from the Reuters Monitor Money Rates Service, or any other financial information service, the Currency Price will be subject to the corrections, if any, to that information subseq...
    - #159">(b) Notwithstanding Condition 23.8(a), in any case where the Currency Price is based on information published or announced by any governmental authority in a relevant country, the Currency Price will be subject to the corrections, if any, to that info...
  - #159">23.9 Successor Currency
    - #159">Where the relevant Final Terms specify that "Successor Currency" is applicable in respect of a Currency Price, then, either or both of the following paragraphs are applicable:
      - #159">(a)
        #159">(i) each Subject Currency and Base Currency will be deemed to include any lawful successor currency to the Subject Currency or Base Currency (the "Successor Currency");
        #159">(ii) if the Calculation Agent determines that on or after the Issue Date but on or before any relevant date under the Instruments on which an amount may be payable, a country has lawfully eliminated, converted, redenominated or exchanged its currency ...
        #160">(iii) notwithstanding paragraph (ii) above but subject to paragraph (iv) below, the Calculation Agent may (to the extent permitted by the applicable law), in good faith and in a commercially reasonably manner, select such other exchange rate or other ...
        #160">(iv) notwithstanding the foregoing provisions, with respect to any Subject Currency or Base Currency that is substituted or replaced by the Euro, the consequences of such substitution or replacement will be determined in accordance with applicable law.
      - #160">(b) In the event that the Issuer is due to make a payment in the Specified Currency in respect of any Instrument and Specified Currency is not available on the foreign exchange markets due to the imposition of exchange controls, Specified Currency's r...
  - #160">23.10 Additional Disruption Events and Administrator/Benchmark Events
    - #160">(a) If an Additional Disruption Event and/or an Administrator/Benchmark Event occurs, the Issuer in its sole and absolute discretion may take the action described in (i) or (ii) below:
      - #160">(i) require the Calculation Agent to determine in its sole and absolute discretion the appropriate adjustment, if any, to be made to the multiplier and/or any of the other terms of these Conditions and/or the relevant Final Terms to account for the Ad...
      - #160">(ii) redeem the Instruments by giving notice to the Holders of Instruments in accordance with Condition 14 (Notices). If the Instruments are so redeemed the Issuer will pay an amount to each Holder of Instrument in respect of each Instrument held by h...
    - #161">(b) Upon the occurrence of an Additional Disruption Event and/or an Administrator/Benchmark Event, the Issuer shall give notice as soon as practicable to the Holders in accordance with Condition 14 (Notices) stating the occurrence of the Additional Di...
  - #161">23.11 Calculations Binding
- #161">24. Fund Linked Instruments
  - #161">24.1 Interpretation
  - #161">24.2 Definitions (Funds other than Exchange Traded Funds)
  - #163">24.3 Fund Events
    - #163">(a) "Additional Fund Disruption Event" means each of Change in Law, Fund Hedging Disruption or Increased Cost of Hedging.
      - #164">(i) Fund Valuation Disruption: "Fund Valuation Disruption" means (x) the failure of a Scheduled Fund Redemption Valuation Date in respect of a Fund Interest to be a Fund Redemption Valuation Date in respect of such Fund Interest or any continued postp...
      - #164">(ii) Fund Settlement Disruption: "Fund Settlement Disruption" means a failure by a Fund on any day to pay the full amount (whether expressed as a percentage or otherwise) of any fund redemption proceeds with respect to any Fund Interest scheduled to h...
    - #164">(b) "Fund Extraordinary Event" means each of the following events:
      - #164">(i) Nationalisation: "Nationalisation" means that all the Fund Interests or all or substantially all the assets of a Fund are nationalised, expropriated or are otherwise required to be transferred to any governmental agency, authority, entity or instr...
      - #164">(ii) Insolvency: "Insolvency" means that by reason of the voluntary or involuntary liquidation, bankruptcy, insolvency, dissolution or winding-up of or any analogous proceeding affecting a Fund, (x) all the Fund Interests of that Fund are required to ...
      - #164">(iii) Fund Insolvency Event: "Fund Insolvency Event" means a Fund or relevant Fund Service Provider (A) is dissolved or has a resolution passed for its dissolution, winding-up or official liquidation (other than pursuant to a consolidation, amalgamati...
      - #165">(iv) NAV Trigger Event: "NAV Trigger Event" means that (x) the aggregate net asset value of a Fund has decreased by an amount equal to or greater than 30 per cent. since the Issue Date of the Instruments or, in respect of a Replacement Fund Interest, ...
      - #165">(v) Adviser Resignation Event: "Adviser Resignation Event" means the resignation, termination of appointment, or replacement of a Fund's Fund Adviser;
      - #165">(vi) Fund Modification: "Fund Modification" means any change or modification of the relevant Fund Documents that could reasonably be expected to affect the value of a Fund Interest or the rights or remedies of any holders thereof (in each case, as det...
      - #165">(vii) Strategy Breach: "Strategy Breach" means any breach or violation of any strategy or investment guidelines stated in the relevant Fund Documents that is reasonably likely to affect the value of a Fund Interest or the rights or remedies of any hol...
      - #165">(viii) Regulatory Action: "Regulatory Action" means (x) the cancellation, suspension or revocation of the registration or approval of a Fund Interest or the related Fund by any governmental, legal or regulatory entity with authority over such Fund Int...
      - #165">(ix) Reporting Disruption: "Reporting Disruption" means (x) occurrence of any event affecting a Fund Interest that, in the determination of the Calculation Agent, would make it impossible or impracticable for the Calculation Agent to determine the val...
      - #165">(x) Fund Service Provider Cessation: "Fund Service Provider Cessation" means that one or more Fund Service Provider(s) in respect of a Fund ceases to provide the service as outlined in the relevant Fund Documents prevailing on the Issue Date of the In...
      - #166">(xi) Fund Administrator Disruption: "Fund Administrator Disruption" means any event or circumstances compromising the independence of a Fund Administrator performing services for a Fund from the relevant Fund Adviser; or
      - #166">(xii) Related Agreement Termination: "Related Agreement Termination" means a Fund or any of its Fund Administrator or Fund Adviser is in breach of or has terminated any existing agreement with the Calculation Agent in respect of, but not limited to, r...
  - #166">24.4 Fund Potential Adjustment Events
    - #166">"Fund Potential Adjustment Event" means any of the following:
      - #166">(a) a subdivision, consolidation or reclassification of relevant Fund Interests or a free distribution or dividend of any such Fund Interests to existing holders by way of bonus, capitalisation or similar issue;
      - #167">(b) a distribution, issue or dividend to existing holders of relevant Fund Interests of (A) such Fund Interests or (B) other share capital or securities granting the right to payment of dividends and/or the proceeds of liquidation of the related Fund ...
      - #167">(c) an extraordinary dividend as determined by the Calculation Agent;
      - #167">(d) a repurchase by a Fund of relevant Fund Interests whether out of profits or capital and whether the consideration for such repurchase is cash, securities or otherwise other than where such repurchase is a redemption of Fund Interests initiated by ...
      - #167">(e) any other event that may have, in the opinion of the Calculation Agent, a diluting, concentrative or other on the theoretical value of relevant Fund Interests.
  - #167">24.5 Provisions relating to Exchange Traded Funds
  - #167">24.6 Definitions (Exchange Traded Funds)
    - #168">"Barrier Event Determination Day" means, in respect of each Fund Share and each Observation Period:
      - #168">(a) if the relevant Final Terms provide that the Barrier Event (intraday) provisions shall apply, either:
        #168">(i) each day on which the price of such Fund Share is quoted on the relevant Exchange during such Observation Period that is not a Disrupted Day; or
        #168">(ii) each day on which the price of such Fund Share is quoted on the relevant Exchange during such Observation Period, regardless of whether or not such day is a Scheduled Trading Day for such Fund Share(and, for the avoidance of doubt, if the Calcula...
      - #168">(b) if the relevant Final Terms provide that the Barrier Event (closing) provisions shall apply, each Scheduled Trading Day for such Fund Share during such Observation Period that is not a Disrupted Day for such Fund Share.
    - #168">"Barrier Event (closing)" shall be deemed to occur if:
      - #168">(a) where the Fund Linked Instruments relate to a single Fund, the Calculation Agent determines that the Fund Share Closing Price of any Fund Share as of the Barrier Event Valuation Time (closing) on any Barrier Event Determination Day is (x) less tha...
      - #168">(b) where the Fund Linked Instruments relate to a Basket of Funds, the Calculation Agent determines in its sole and absolute discretion that the Fund Share Closing Price of at least one of the Fund Shares as of the Barrier Event Valuation Time (closin...
    - #168">"Barrier Event (intraday)" shall be deemed to occur if:
      - #168">(a) where the Fund Linked Instruments relate to a single Fund, the Calculation Agent determines that the Fund Share Price of such Fund Share as of the Barrier Event Valuation Time (intraday) on any Barrier Event Determination Day is (x) less than or e...
      - #168">(b) where the Fund Linked Instruments relate to a Basket of Funds, the Calculation Agent determines in its sole and absolute discretion that the Fund Share Price of at least one of the Fund Shares as of the Barrier Event Valuation Time (intraday) on a...
      - #169">(a) the Volume Weighted Average Price of the Fund Share on the Exchange on the Base Price Fixing Date as determined by the Calculation Agent in its sole discretion in good faith and acting in a commercially reasonable manner;
      - #169">(b) the Fund Share Closing Price on the Base Price Fixing Date as determined by the Calculation Agent;
      - #169">(c) the price of such Fund Share at such time on the Base Price Fixing Date as determined by the Calculation Agent;
      - #169">(d) the net asset value per Fund Share that is expected to be published by the trustor for the Fund (as specified in the relevant Final Terms) on the Base Price Fixing Date;
      - #169">(e) the Volume Weighted Average Price of the Fund Share on the Exchange, either (p) in the morning session of the Base Price Fixing Date or (q) on the Base Price Fixing Date, as specified in the relevant Final Terms, as determined by the Calculation A...
      - #170">(f) any other price of such Fund Share as specified in the relevant Final Terms, as may be specified in the relevant Final Terms. The resultant price determined by the Calculation Agent shall be (x) rounded down, (y) rounded up or (z) rounded, to the ...
    - #170">"Base Price Fixing Date" means the date specified in the relevant Final Terms; provided that,
      - #170">(a) where the Fund Linked Instruments relate to a single Fund, either (i) or (ii) below, as specified in the relevant Final Terms, applies:
        #170">(i) if the initially scheduled Base Price Fixing Date is a Disrupted Day, the Base Price Fixing Date shall be the immediately following Scheduled Trading Day that is not a Disrupted Day, unless each of the Scheduled Trading Days up to and including th...
        #170">(ii) if the initially scheduled Base Price Fixing Date is not an Exchange Business Day, the Base Price Fixing Date shall be the Exchange Business Day immediately following the initially scheduled Base Price Fixing Date; or
      - #170">(b) where the Fund Linked Instruments relate to a Basket of Fund Shares, if the initially scheduled Base Price Fixing Date is a Disrupted Day in relation to any Fund Share, the Base Price Fixing Date shall be the immediately following Scheduled Tradin...
    - #173">(II) if the relevant Final Terms provide that this paragraph (II) is applicable:
  - #176">24.7 Fund Linked Interest
  - #178">24.8 Fund Linked Redemption
    - #178">(a) Fund Linked Automatic Early Redemption
      - #178">(i) where the Fund Linked Instruments relate to a single Fund, the Fund Share Price as of the Valuation Time on the Automatic Early Redemption Valuation Date of the Fund Share is (x) equal to or higher than or (y) higher than, as specified in relevant...
      - #178">(ii) where the Fund Linked Instruments relate to a Basket of Funds, (x) the Fund Share Price as of the Valuation Time on the Automatic Early Redemption Valuation Date of the Worst Performing Fund Share is (xx) equal to or higher than or (yy) higher th...
    - #178">(b) Fund Linked Final Redemption
  - #181">24.9 Potential Adjustment Event, De-listing, Insolvency Event, Material Underlying Event, Merger Event and Nationalisation
    - #181">(a) "Potential Adjustment Event" means, any of following:
      - #181">(i) a subdivision, consolidation or reclassification of the relevant number of units of the Fund Shares or amount of Fund Shares, or a free distribution or dividend of any such Fund Shares to existing holders by way of bonus, capitalisation or similar...
      - #181">(ii) a distribution, issue or dividend to existing Fund Shareholders of (A) an additional amount of such Fund Shares, or (B) other capital or securities granting the right to payment of dividends and/or the proceeds of liquidation of the Fund equally ...
      - #181">(iii) an Extraordinary Dividend;
      - #181">(iv) a repurchase by the Fund of relevant Fund Shares whether the consideration for such repurchase is cash, securities or otherwise, other than in respect of a redemption of Fund Shares initiated by an investor in such Fund Shares that is consistent ...
      - #181">(v) any other event that may have, in the opinion of the Calculation Agent, a diluting or concentrative effect on the theoretical value of the unit of the relevant Fund Shares or amount of Fund Shares.
    - #182">(b) "De-listing" means, in respect of a Fund Share, that the relevant Exchange announces that pursuant to the rules of such Exchange, such Fund Share ceases (or will cease) to be listed, traded or publicly quoted on such Exchange for any reason (other...
      - #182">(i) require the Calculation Agent to determine in its sole and absolute discretion the appropriate adjustment, if any, to be made to the relevant Final Terms to account for the De-listing, Insolvency Event or Material Underlying Event, as the case may...
      - #183">(ii) redeem the Instruments by giving notice to the Holders in accordance with Condition 14 (Notices). If the Instruments are so redeemed, the Issuer will pay to each Holder the Market Value Redemption Amount or the par value of the Instruments (as sp...
    - #183">(c) "Merger Date" means the closing date of a Merger Event or, where a closing date cannot be determined under the local law applicable to such Merger Event, such other date as determined by the Calculation Agent.
    - #183">(d) "Nationalisation" means, if specified as applicable in the relevant Final Terms, with respect to the ETF, that all the Fund Shares or all or substantially all the assets of an ETF are nationalised, expropriated or are otherwise required to be tran...
  - #184">24.10 Correction of Price with respect to the ETF
  - #184">24.11 Calculations Binding
- #184">25. Commodity Linked Redemption Instruments
  - #184">25.1 Interpretation
  - #185">25.2 Commodity Linked Final Redemption
    - #186">(i) all trading in Gold or any futures contracts or options contracts relating to Gold is suspended for the entire Valuation Date; or
    - #186">(ii) all trading in Gold or any futures contracts or options contracts relating to Gold is suspended subsequent to the opening of trading on the Valuation Date, trading does not recommence prior to the regularly scheduled close of trading in Gold or a...
  - #187">25.3 In the event of an early redemption of the Instruments in accordance with Condition 6.2 (Early Redemption for Taxation Reasons), the Early Redemption Amount shall mean the Early Redemption Amount (Market Value) (as defined in Condition 6.2 (Early...
  - #187">25.4 Additional Disruption Events and Administrator/Benchmark Events
    - #187">(a) If an Additional Disruption Event and/or an Administrator/Benchmark Event occurs, the Issuer in its sole and absolute discretion may take the action described in (i) or (ii) below:
      - #187">(i) require the Calculation Agent to determine in its sole and absolute discretion the appropriate adjustment, if any, to be made to the multiplier and/or any of the other terms of these Conditions and/or the relevant Final Terms to account for the Ad...
      - #187">(ii) redeem the Instruments by giving notice to the Holders of Instruments in accordance with Condition 14 (Notices). If the Instruments are so redeemed the Issuer will pay an amount to each Holder of Instrument in respect of each Instrument held by h...
    - #187">(b) Upon the occurrence of an Additional Disruption Event and/or an Administrator/Benchmark Event, the Issuer shall give notice as soon as practicable to the Holders in accordance with Condition 14 (Notices) stating the occurrence of the Additional Di...
- #188">26. Physical Delivery Instruments
  - #188">26.1 Interpretation
  - #188">26.2 Delivery of Entitlement and Asset Transfer Notices
    - #188">(a) General
      - #188">(i) if such Instrument is represented by a Global Instrument, the relevant Holder must deliver to Euroclear or Clearstream, Luxembourg (as applicable), with a copy to the Delivery Agent, the Issue and Paying Agent and the Issuer not later than the clo...
      - #188">(ii) if such Instrument is in definitive form, the relevant Holder must deliver to the Delivery Agent or any Paying Agent, with a copy to the Issue and Paying Agent and the Issuer not later than the close of business in each place of receipt on the Cu...
    - #191">(b) Physical Delivery through JASDEC
      - #192">(i) specify the name and address of the Holder;
      - #192">(ii) specify the nominal amount of the Instruments which are the subject of such confirmation and the number of the Holder's account at Euroclear or Clearstream, Luxembourg, as the case may be, to be debited with the Instruments;
      - #192">(iii) irrevocably instruct and authorise Euroclear or Clearstream, Luxembourg, as the case may be, to debit the Holder's account with the Instruments on the Delivery Date;
      - #192">(iv)
        #192">(A) if the Issuer elects to transfer the Entitlement by means of instrument of transfer, specify the name and address of the person or persons to be shown on such instrument of transfer and the name and address of the bank, broker or other person to w...
        #192">(B) if the Issuer elects to transfer the Entitlement in the manner of electric delivery of such Entitlement, the name and address of the bank, broker or other person to whom such Entitlement are to be delivered;
      - #192">(v) specify the number of the Holder's account at Euroclear or Clearstream, Luxembourg, as the case may be, to be credited with any cash amount, including cash adjustment, if any, to settle the Instruments hereunder; and
      - #192">(vi) authorise the production of such confirmation in any applicable administrative or legal proceedings;
  - #193">26.3 Settlement Disruption Event
    - #193">(a) General
    - #193">(b) Physical Delivery through JASDEC
      - #193">(i) If the Delivery Agent determines in its sole and absolute discretion that any Settlement Disruption Event or, if the Relevant Asset is a beneficiary interest in an ETF, any Fund Temporary Suspension Event is subsisting on the Maturity Date, then:
        #193">(A) If the relevant Final Terms provides that this paragraph (i)(A) is applicable, the delivery of the Entitlement shall be postponed to the date on which neither Settlement Disruption Event nor, if applicable, Fund Temporary Suspension Event is subsi...
        #194">(B) If the relevant Final Terms provides that this paragraph (i)(B) is applicable, the delivery of the Entitlement shall be postponed to the date immediately following the Maturity Date on which neither Settlement Disruption Event nor, if applicable, ...
      - #194">(ii) Notwithstanding the provisions of Condition 26.3(b)(i)(A) above and subject as provided in Condition 26.2(b) above, if, on the Valuation Date immediately prior to the Maturity Date, the Calculation Agent determines in its sole and absolute discre...
  - #194">26.4 Additional Disruption Events and Administrator/Benchmark Events
    - #194">(a) If an Additional Disruption Event and/or an Administrator/Benchmark Event occurs, the Issuer in its sole and absolute discretion may take the action described in (i) or (ii) below:
      - #194">(i) require the Calculation Agent to determine in its sole and absolute discretion the appropriate adjustment, if any, to be made to the multiplier and/or any of the other terms of these Conditions and/or the relevant Final Terms to account for the Ad...
      - #194">(ii) redeem the Instruments by giving notice to the Holders of Instruments in accordance with Condition 14 (Notices). If the Instruments are so redeemed the Issuer will pay an amount to each Holder of Instrument in respect of each Instrument held by h...
    - #195">(b) Upon the occurrence of an Additional Disruption Event and/or an Administrator/Benchmark Event, the Issuer shall give notice as soon as practicable to the Holders in accordance with Condition 14 (Notices) stating the occurrence of the Additional Di...
  - #195">26.5 Option to Vary Settlement
  - #195">26.6 Definitions
#198">PROVISIONS RELATING TO THE INSTRUMENTS WHILST IN GLOBAL FORM
#205">FORM OF FINAL TERMS
#205">The Final Terms in respect of each Tranche of Instruments will be in the following form, duly completed to reflect the particular terms of the relevant Instruments and their issue.
#206">Option 2: The following alternative language applies, instead of the above text, if the first Tranche of an issue which is being increased was issued under the Conditions set out in a prospectus with an earlier date:
#207">[Include whichever of the following apply or specify as "Not Applicable". Text appearing in italics does not form part of the form of the Final Terms but denotes directions for completing the Final Terms.]
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#242">PART B - OTHER INFORMATION
- #242">1. LISTING AND ADMISSION TO TRADING
- #242">2. RATINGS
- #244">3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER
- #244">4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
- #245">5. (Fixed Rate Instruments only) … YIELD
- #245">6. (Floating Rate Instruments only) - HISTORIC INTEREST RATES
- #245">7. (Index-Linked or other variable-linked Instruments only) - DESCRIPTION AND PERFORMANCE OF INDEX/ FORMULA/OTHER VARIABLE
- #245">8. OPERATIONAL INFORMATION
- #247">9. DISTRIBUTION
- #247">10. [THIRD PARTY INFORMATION
#249">USE OF PROCEEDS
#249">Green Bonds
#252">KOMMUNALBANKEN AS
#252">Introduction
#252">Financial Year
#252">Ownership
#252">Business
#253">Funding Activities
#253">Risk Management
- #253">(a) General
- #253">(b) Information Technology
- #253">(c) Organisational Structure
- #253">(d) Management
- #254">(e) Corporate Governance
#254">Supervisory Board
#255">Board of Directors
#255">Audit Committee
#256">Remuneration Committee
#256">Risk Committee
#256">Auditor
#257">TAXATION
#257">KINGDOM OF NORWAY
#257">Taxation on Interest
#257">Non-resident Holders of Instruments
#257">Resident Holders of Instruments
#257">Taxation of Capital Gains
#257">Non-resident Holders of Instruments
#257">Resident Holders of Instruments
#257">Wealth Tax
#257">Non-resident Holders of Instruments
#258">Resident Holders of Instruments
#258">Transfer Tax etc.
#259">CERTAIN ERISA AND RELATED CONSIDERATIONS
#259">Fiduciary Duty of Investing ERISA Plans
#259">Prohibited Transactions
#260">Similar Plans
#260">Representations and Warranties
#262">SUBSCRIPTION AND SALE
#262">United States of America
#263">In addition, in respect of Instruments issued in accordance with the D Rules each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree that:
- #263">(a) except to the extent permitted under the D Rules, (i) it has not offered or sold, and during the restricted period will not offer or sell, Instruments in bearer form to a person who is within the United States or its possessions or to a United Sta...
- #263">(b) it has and throughout the restricted period will have in effect procedures reasonably designed to ensure that its employees or agents who are directly engaged in selling Instruments in bearer form are aware that such Instruments may not be offered...
- #264">(c) if such Dealer is a United States person, it represents that it is acquiring the Instruments in bearer form for purposes of resale in connection with their original issuance and, if such Dealer retains Instruments in bearer form for its own accoun...
- #264">(d) with respect to each affiliate (if any) that acquires from such Dealer Instruments in bearer form for the purposes of offering or selling such Instruments during the restricted period, such Dealer either (i) hereby represents and agrees on behalf ...
- #264">(e) it shall obtain for the benefit of the Issuer the representations, and agreements contained in sub-paragraphs (a), (b), (c), and (d) of this paragraph from any person other than its affiliate with whom it enters into a written contract, (a "distri...
#264">European Economic Area
#264">Prohibition of Sales to EEA Retail Investors
#264">If the Final Terms in respect of any Instruments includes a legend entitled "Prohibition of Sales to EEA Retail Investors", each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent an...
#264">For the purposes of this provision:
- #264">(a) the expression "retail investor" means a person who is one (or more) of the following:
  - #264">(i) a retail client as defined in point (11) of Article 4(1) of EU MiFID II; or
  - #264">(ii) a customer within the meaning of the EU Insurance Distribution Directive, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of EU MiFID II; and
- #264">(b) the expression "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Instruments to be offered so as to enable an investor to decide to purchase or subscribe for the Instruments.
#265">Public Offer Selling Restriction under the Prospectus Regulation
#265">If the Final Terms in respect of any Instruments does not include a legend entitled "Prohibition of Sales to EEA Retail Investors", in relation to each Member State of the European Economic Area, each Dealer has represented and agreed, and each furth...
- #265">(a) Qualified investors: at any time to any legal entity which is a qualified investor as defined in the Prospectus Regulation;
- #265">(b) Fewer than 150 offerees: at any time to fewer than 150, natural or legal persons (other than qualified investors as defined in the Prospectus Regulation), subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Is...
- #265">(c) Other exempt offers: at any time in any other circumstances falling within Article 1(4) of the Prospectus Regulation.
#265">United Kingdom Securities Laws
#265">Prohibition of Sales to UK Retail Investors
#265">If the Final Terms in respect of any Instruments includes a legend entitled "Prohibition of Sales to UK Retail Investors", each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and...
#265">For the purposes of this provision:
- #265">(a) the expression "retail investor" means a person who is one (or more) of the following:
  - #265">(i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law of the UK by virtue of the EUWA; or
  - #265">(ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2...
- #265">(b) the expression "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Instruments to be offered so as to enable an investor to decide to purchase or subscribe for the Instruments.
#265">Public Offer Selling Restriction under the UK Prospectus Regulation
- #266">(a) at any time to any legal entity which is a qualified investor as defined in Article 2 of the UK Prospectus Regulation;
- #266">(b) at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in Article 2 of the UK Prospectus Regulation) in the United Kingdom subject to obtaining the prior consent of the relevant Dealer or Dealers nominate...
- #266">(c) at any time in any other circumstances falling within section 86 of the FSMA,
- #266">(a) No deposit-taking: in relation to any Instruments having a maturity of less than one year:
  - #266">(i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business; and
  - #266">(ii) it has not offered or sold and will not offer or sell any Instruments other than to persons:
    - #266">(A) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or
    - #266">(B) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses,
- #266">(b) Financial Promotion: it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received ...
- #266">(c) General compliance: it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Instruments in, from or otherwise involving the UK.
#266">Kingdom of Norway
#266">Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that, unless the Issuer has confirmed in writing to each Dealer that this Base Prospectus has been filed with the N...
- #266">(a) in respect of an offer of Instruments addressed to investors subject to a minimum purchase of Instruments for a total consideration of not less than 100,000 per investor cf. the Prospectus Regulation Article 1 no. 4 (c) as incorporated into Norwe...
- #267">(b) to "qualified investors" as defined in the Prospectus Regulation Article 2 (e), cf. Article 1 no. 4 (a), as incorporated into Norwegian law pursuant to Section 7-1 of the Norwegian Securities Trading Act of 29 June 2007 no. 75; or
- #267">(c) to fewer than 150 natural or legal persons (other than "qualified investors" as defined in the Prospectus Regulation Article 2 (e), cf. Article 1 no. 4 (b), as incorporated into Norwegian law pursuant to Section 7-1 of the Norwegian Securities Tra...
- #267">(d) in any other circumstances provided that no such offer of Instruments shall result in a requirement for the registration, or the publication by the Issuer or the Dealer or Dealers of a prospectus pursuant to the Prospectus Regulation Article 1 no....
#267">Japan
#267">The People's Republic of China
#268">Hong Kong
#268">Singapore
#268">Where the Instruments are subscribed or purchased under Section 275 of the SFA by a relevant person which is:
- #268">(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited in...
- #268">(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,
  - #268">(i) to an institutional investor or to a relevant person or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(c)(ii) of the SFA;
  - #268">(ii) where no consideration is or will be given for the transfer;
  - #268">(iii) where the transfer is by operation of law;
  - #268">(iv) as specified in Section 276(7) of the SFA; or
  - #269">(v) as specified in Regulation 37A of the Securities and Futures (Offers of Investment) (Securities and Securities-based Derivatives Contracts) Regulations 2018.
#269">General
#270">TRANSFER RESTRICTIONS
#270">Rule 144A Instruments
#270">Each purchaser of Rule 144A Instruments, by accepting delivery of this Base Prospectus and the Rule 144A Instruments, will be deemed to have represented, agreed and acknowledged that:
- #270">1. It is (a) a QIB that is also a QP, (b) was not formed for the purpose of investing in the Rule 144A Instruments or the Issuer, (c) is not a broker dealer which owns and invests on a discretionary basis less than U.S.$25,000,000 in securities of una...
- #270">2. It will (a) along with each account for which it is purchasing, hold and transfer beneficial interests in the Rule 144A Instruments in a principal amount that is not less than U.S.$100,000 and (b) provide notice of these transfer restrictions to an...
- #270">3. (i) The Rule 144A Instruments have not been nor will be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged or otherwise trans...
- #270">4. It understands that the Issuer has the power to compel any beneficial owner of the Rule 144A Instruments that is a U.S. person and is not a QIB and a QP to sell its interest in the Rule 144A Instruments, or may sell such interest on behalf of such ...
- #270">5. The Rule 144A Instruments, unless the Issuer determines otherwise in accordance with applicable law, will bear a legend in or substantially in the following form:
- #272">6. It understands that it will be deemed to have represented and agreed that either: (i) it is not and for so long as it holds any interest in the Instruments will not be a Benefit Plan Investor or a Similar Plan that is subject to any Similar Law; or...
- #273">7. It understands that the Issuer, the Registrars, the relevant Dealer(s) and their affiliates, and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and agrees that, if any of the acknowled...
- #273">8. It understands that the Rule 144A Instruments will be represented by a Rule 144A Global Instrument. Before any interest in a Rule 144A Global Instrument may be offered, sold, pledged or otherwise transferred to a person who takes delivery in the fo...
#273">Regulation S Instruments
#273">Each purchaser of any Instrument represented by the Regulation S Global Instrument (or beneficial interest therein) and each subsequent purchaser of such Regulation S Instruments in resales prior to the expiration of the distribution compliance perio...
- #273">1. It is, or at the time Regulation S Instruments are purchased will be, the beneficial owner of the Regulation S Instruments and (a) it is not a U.S. person and it is located outside the United States (within the meaning of Regulation S) and (b) it i...
- #273">2. It understands that the Regulation S Instruments have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and that, prior to the expiration...
- #273">3. It understands that the Regulation S Instruments, unless otherwise determined by the Issuer in accordance with applicable law, will bear a legend in or substantially in the following form:
- #274">4. It understands that it will be deemed to have represented and agreed that either: (i) it is not and for so long as it holds any interest in the Instruments will not be a Benefit Plan Investor or a Similar Plan that is subject to any Similar Law; or...
- #274">5. It understands that the Issuer, the Registrars, the relevant Dealer(s) and their affiliates, and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and agrees that, if any of the acknowled...
- #275">6. It understands that the Regulation S Instruments will be represented by a Regulation S Global Instrument. Prior to the expiration of the distribution compliance period (as defined in Regulation S), before any interest in a Regulation S Global Instr...
#276">CLEARING AND SETTLEMENT
#276">DTC Book-Entry System
#277">Book-entry Ownership of and Payments in respect of DTC Instruments
#278">Transfers of Instruments Represented by Global Registered Instruments
#280">GENERAL INFORMATION
- #280">1. Application has been made to list the Instruments issued under the Programme on the official list of the Luxembourg Stock Exchange and to admit them to trading on the regulated market of the Luxembourg Stock Exchange.
- #280">2. The Programme was authorised by a resolution of the Board of Directors of the Issuer on 30 December 1999. The update of the Programme was authorised by a resolution of the Board of Directors of the Issuer on 16 December 2022. The Issuer has obtaine...
- #280">3. The Instruments (other than VPS Instruments) have been accepted for clearance through Euroclear and Clearstream, Luxembourg (which are the entities in charge of keeping book-entry records). In addition, the Issuer may make an application for any Ru...
- #280">4. Bearer Instruments (other than Temporary Global Instruments) with maturities of over one year and any Coupon appertaining thereto will bear a legend substantially to the following effect: "Any United States person who holds this obligation will be ...
- #280">5. The Issuer has not been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware) during the 12 months before the date of this Base Prospectus which ...
- #280">6. There has been no material adverse change in the prospects of the Issuer since 31 December 2022, nor has there been any significant change in the financial position or financial performance of the Issuer which has occurred since 31 December 2022.
- #280">7. For so long as the Programme remains in effect or any Instruments remain outstanding, copies and, where appropriate, English translations of the following documents may be inspected (and in the case of (c) and (d) will be obtainable free of charge ...
  - #280">(a) the most recent publicly available audited financial statements of the Issuer beginning with such financial statements for the years ended 31 December 2022, 31 December 2021 and 31 December 2020;
  - #280">(b) the most recent publicly available unaudited interim financial statements of the Issuer;
  - #281">(c) the Issue and Paying Agency Agreement;
  - #281">(d) the Deed of Covenant;
  - #281">(e) the current Base Prospectus and any supplements thereto and any other information incorporated herein or therein by reference;
  - #281">(f) the Articles of Association of the Issuer; and
  - #281">(g) the VPS Agreement and the VPS Trustee Agreement; and
  - #281">(h) any Final Terms or Drawdown Prospectuses relating to Instruments which are listed on any stock exchange. (In the case of a Tranche of Instruments in relation to which application has not been made for listing on any stock exchange, or which are ad...
- #281">8. Copies of the VPS Trustee Agreement are also available for inspection during normal business hours at the specified office of the VPS Trustee.
- #281">9. This Base Prospectus, any documents incorporated by reference herein and any supplements to this Base Prospectus, and each Final Terms relating to Instruments which are admitted to trading on the Luxembourg Stock Exchange's regulated market shall b...
- #281">10. The Issuer's financial statements have been audited without qualification for the years ended 31 December 2022, 2021 and 2020 by Ernst & Young AS (member of the Norwegian Institute of Public Accountants) whose registered office is at Dronning Eufe...
- #281">11. The Issuer does not publish consolidated financial statements.
- #281">12. The Issuer produces quarterly unaudited interim financial statements.
- #281">13. The Issuer does not intend to provide any post-issuance information, except if required by any applicable laws and regulations.
- #281">14. The Issuer has not entered into any contracts outside of the ordinary course of business that have had or may reasonably be expected to have a material effect on its business or that could result in the Issuer being under an obligation or entitlem...
- #281">15. Instruments may be issued at any price. The issue price of each Tranche of Instruments to be issued under the Programme will be determined by the Issuer and the relevant Dealer(s) at the time of issue in accordance with prevailing market condition...
- #281">16. Certain of the Dealers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform services for the Issuer and its affiliates in the ordinary course of busines...
- #282">17. The Legal Entity Identifier code of the Issuer is I7ETN0QQO2AHZZGHJ389.
- #282">18. Unless specifically incorporated by reference into this Base Prospectus, the information on any website or uniform resource locator (URL) to which this Base Prospectus refers does not form part of this Base Prospectus and has not been scrutinised ...