Bond Komunalbanken AS 0% ( XS1496484707 ) in USD

Komunalbanken AS

100 % ⇌

Norway

XS1496484707 ( in USD )

27/09/2046

Prospectus brochure of the bond Kommunalbanken AS XS1496484707 en USD 0%, maturity 27/09/2046

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

This financial article details the bond identified by ISIN XS1496484707, issued by Kommunalbanken AS, the Norwegian local government bank wholly owned by the Kingdom of Norway and serving as a crucial provider of long-term, low-cost financing to Norwegian municipalities and county municipalities for public services and infrastructure development, with this specific obligation, issued in Norway, currently trading at 100% of par in USD, featuring a 0% interest rate, indicative of its zero-coupon nature, and possessing a maturity date of September 27, 2046, when its full face value will be repaid.

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. Application will also be made for Instruments issued under this Base Prospectus to be admitted to
listing on the official list of the United Kingdom Financial Conduct Authority (the "FCA") and to trading on the main market of the London
Stock Exchange plc (the "London Stock Exchange") during the period of twelve months after the date of this Base Prospectus. The regulated
market of the Luxembourg Stock Exchange and the main market of the London Stock Exchange are regulated markets 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 transaction 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 the date of
approval. 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"). 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 in the United Kingdom (the "UK"), or offered to the public in a Member State of the EEA or in the UK, in circumstances which
require the publication of a prospectus under the Prospectus Regulation, 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). 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".
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 INTERNATIONAL
HSBC
J.P. MORGAN
KOMMUNALBANKEN AS
MIZUHO SECURITIES
MORGAN STANLEY
MUFG
NOMURA
RBC CAPITAL MARKETS
SEB
SMBC NIKKO
TOKAI TOKYO SECURITIES EUROPE LIMITED
UBS INVESTMENT BANK
20 March 2020
86321-3-31025-v12.0

70-40738417

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 applicable 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 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".
86321-3-31025-v12.0
- ii -
70-40738417

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.
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.
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.
Redemption of some Instruments may be made by delivery or transfer of securities or instrument(s) in a
company or fund (e.g., 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 and non-viability loss absorption, 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, 3.3 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.
The Kingdom of Norway does not guarantee any of the Issuer's obligations. As at the date of this Base
Prospectus, the Issuer is owned entirely by the Norwegian State as represented by the Ministry of Local
Government. 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.
86321-3-31025-v12.0
- iii -
70-40738417

IMPORTANT EEA AND UK RETAIL INVESTORS
If the applicable Final Terms in respect of any Instruments includes a legend entitled "Prohibition of Sales
to EEA and 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 EEA
or 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 (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU)
2016/97 (the "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 "PRIIPs Regulation") for offering or selling
the Instruments or otherwise making them available to retail investors in the EEA or in the UK has been
prepared and therefore offering or selling the Instruments or otherwise making them available to any retail
investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.
MiFID II PRODUCT GOVERNANCE / TARGET MARKET
The applicable 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.
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
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".
PRODUCT CLASSIFICATION PURSUANT TO SECTION 309B OF THE
SECURITIES AND FUTURES ACT (CHAPTER 289 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 (Chapter 289 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.
BENCHMARK 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, EURIBOR, EONIA, LIBOR, 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 "Benchmark
Regulation").
As at the date of this Base Prospectus, ICE Benchmark Administration Limited, the administrator of
LIBOR, the European Money Markets Institute, the administrator of EONIA and EURIBOR and ASX
Benchmarks Limited, the administrator of BBSW, are included in the register of administrators and
benchmarks established and maintained by the European Securities and Markets Authority ("ESMA")
86321-3-31025-v12.0
- iv -
70-40738417

pursuant to Article 36 (Register of administrators and benchmarks) of the Benchmark 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, Norske Finansielle Referanser AS, the
administrator of NIBOR, 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 Benchmarks Regulation.
However, Article 51 (Transitional provisions) of the Benchmark 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 2021 to apply for authorisation or registration in
accordance with Article 34 (Authorisation and registration of an administrator) of the Benchmark
Regulation and may continue to provide such an existing critical benchmark until 31 December 2021 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 2021 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 Benchmark 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 Benchmark 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
Regulation (EC) No 974/98 of 3 May 1998 on the introduction of the euro, as amended, references to
"U.S.$", "USD" and "U.S. dollars" are to the lawful currency of the United States, references to "£",
"Sterling" and "Pound Sterling" are to the lawful currency of the United Kingdom, references to "JPY"
and "Japanese Yen" are to the lawful currency of Japan, references to "NOK" and "Norwegian krone"
are to the lawful currency of the Kingdom of Norway, references to "Renminbi" and "CNY" are to the
lawful currency of the People's Republic of China (excluding the Hong Kong Special Administrative
Region of the PRC, the Macau Special Administrative Region of the PRC and Taiwan) (the "PRC"),
references to "S$" are to the lawful currency of Singapore, references to "Moody's" are to Moody's
Investors Service Cyprus Limited and references to "S&P" are references to S&P Global Ratings Europe
Limited.
Any reference in this Base Prospectus to any legislation (whether primary legislation 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.
86321-3-31025-v12.0
- v -
70-40738417

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 STABILISING MANAGER(S) IN THE APPLICABLE FINAL
TERMS (THE "STABILISING MANAGER(S)") (OR PERSONS ACTING ON BEHALF OF ANY
STABILISING 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 STABILISING MANAGER(S) (OR PERSONS ACTING ON BEHALF OF
THE STABILISING 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-
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.
86321-3-31025-v12.0
- vi -
70-40738417

CONTENTS

Page
IMPORTANT NOTICES ............................................................................................................................. ii
OVERVIEW ................................................................................................................................................. 1
RISK FACTORS .......................................................................................................................................... 9
INFORMATION INCORPORATED BY REFERENCE .......................................................................... 29
FINAL TERMS AND DRAWDOWN PROSPECTUSES ........................................................................ 32
RATINGS ................................................................................................................................................... 33
TERMS AND CONDITIONS OF THE INSTRUMENTS ........................................................................ 35
PROVISIONS RELATING TO THE INSTRUMENTS WHILST IN GLOBAL FORM ....................... 174
FORM OF FINAL TERMS ...................................................................................................................... 181
USE OF PROCEEDS ............................................................................................................................... 221
KOMMUNALBANKEN AS ................................................................................................................... 222
TAXATION ............................................................................................................................................. 227
CERTAIN ERISA AND RELATED CONSIDERATIONS .................................................................... 229
SUBSCRIPTION AND SALE ................................................................................................................. 232
TRANSFER RESTRICTIONS ................................................................................................................ 239
CLEARING AND SETTLEMENT.......................................................................................................... 244
GENERAL INFORMATION .................................................................................................................. 248

86321-3-31025-v12.0
- vii -
70-40738417

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 applicable 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, Barclays Bank 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 AG, London Branch, Goldman Sachs
International, HSBC Bank plc, J.P. Morgan Securities plc,
Kommunalbanken AS, Merrill Lynch International, Mizuho
International plc, Mizuho Securities Europe GmbH, MUFG
Securities (Europe) N.V., Morgan Stanley & Co. International
plc, Nomura International plc, RBC Europe Limited,
Skandinaviska Enskilda Banken AB (publ), SMBC Nikko
Capital Markets Europe GmbH, SMBC Nikko Capital Markets
Limited, Tokai Tokyo Securities Europe Limited, 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 (as defined below) 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:
DNB Bank ASA
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.
1

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
Depository Act of 15 March 2019 no. 6 in a Securities
Depository approved or acknowledged under the EU central
securities depositories (CSD) regulation (Regulation (EU) No
909/2014 of 23 July 2014 on improving securities settlement
in the European Union and on central securities depositories
and amending Directives 98/26/EC and 2014/65/EU and
Regulation (EU) No 236/2012), which unless otherwise
specified in the Final Terms will be Verdipapirsentralen ASA
("VPS Instruments" and the "VPS" respectively).

Bearer Instruments:

Bearer Instruments will be sold outside the United States to
non-U.S. persons in "offshore transactions" within the
meaning of Regulation S.

In respect of each Tranche of Bearer Instruments, the Issuer
will deliver a temporary global Instrument (each, a
"Temporary Global Instrument") or (if TEFRA is specified
as non-applicable or if the TEFRA C Rules are specified as
applicable) a permanent global instrument (each, a
"Permanent Global Instrument" and, together with the
Temporary Global Instruments, the "Bearer Global
Instrument").

Each Bearer Global Instrument which is intended to be issued
in new global instrument ("NGI" or "New Global
Instrument") form, as specified in the relevant Final Terms,
will be deposited on or around the relevant issue date with a
common safekeeper for Euroclear Bank SA/NV ("Euroclear")
and/or
Clearstream
Banking,
S.A.
("Clearstream,
Luxembourg") and each Bearer Global Instrument which is
not intended to be issued in NGI form (a "Classic Global
Instrument" or "CGI"), as specified in the relevant Final
Terms, will be deposited on or before the relevant issue date
therefore with a depositary or a common depositary for
Euroclear and/or Clearstream, Luxembourg and/or any other
relevant clearing system. The NGI form has been introduced
to allow for the possibility of Instruments being issued and
held in a manner which will permit them to be recognised as
eligible collateral for monetary policy of the central banking
system for the euro (the "Eurosystem") and intra-day credit
operations by the Eurosystem either upon issue or at any or all
times during their life. However in any particular case such
recognition will depend upon satisfaction of the Eurosystem
eligibility criteria at the relevant time.

Each Temporary Global Instrument will be exchangeable for a
Permanent Global Instrument or, if so specified in the relevant
Final Terms, for Instruments in definitive bearer form
("Definitive Bearer Instruments") and/or (if so specified in
the relevant Final Terms) Registered Instruments in
accordance with its terms. Each Permanent Global Instrument
will be exchangeable for Definitive Bearer Instruments and/or
(if so specified in the relevant Final Terms) Registered
Instruments in accordance with its terms in certain limited
circumstances (see further under "Provisions Relating to the
2

Instruments whilst in Global Form" below). Definitive Bearer
Instruments will, if interest-bearing, either have interest
coupons ("Coupons") attached and, if appropriate, a talon
("Talon") for further Coupons and will, if the principal thereof
is repayable by instalments, have payment receipts
("Receipts") attached.

Registered Instruments:

Registered Instruments may be sold (i) outside the United
States to non-U.S. persons in "offshore transactions" within the
meaning of Regulation S ("Regulation S Instruments")
and/or (ii) in the United States to QIBs that are also QPs within
the meaning of Rule 144A ("Rule 144A Instruments").

Regulation S Instruments will be represented on issue by an
Instrument in registered form, without interest coupons (each,
a "Regulation S Global Instrument"), and Rule 144A
Instruments will be represented on issue by an Instrument in
registered form, without interest coupons (each, a "Rule 144A
Global Instrument" and, together with the Regulation S
Global Instrument, the "Global Registered Instruments" and,
together with the Bearer Global Instruments, the "Global
Instruments"). The provisions governing the exchange of
interests in the Global Registered Instruments for definitive
Instruments in registered form (each, a "Definitive Registered
Instrument" and together with the Definitive Bearer
Instruments, the "Definitive Instruments") in certain limited
circumstances are described in "Provisions Relating to the
Instruments Whilst in Global Form -- Form and Exchange --
Global Registered Instruments".

On the relevant issue date, Global Registered Instruments will
be (i) registered in the name of, and deposited with, a common
depositary on behalf of Euroclear and Clearstream,
Luxembourg; and/or (ii) registered in the name of Cede & Co.
as nominee for, and deposited with a custodian for, The
Depository Trust Company ("DTC"); and/or (iii) registered
and deposited with any other agreed clearing system, as
specified in the applicable Final Terms. Registered
Instruments may not be exchanged for Bearer Instruments and
are subject to certain restrictions on transfer. See "Subscription
and Sale" and "Transfer Restrictions".

VPS Instruments:

VPS Instruments will be sold outside the United States to non-
U.S. persons in "offshore transactions" within the meaning of
Regulation S.

VPS Instruments are issued in uncertificated and
dematerialised book entry form, with the legal title thereto
being evidenced by book entries in the register for such VPS
Instruments kept by the VPS on behalf of the Issuer. Title to
VPS Instruments will not be evidenced by any physical note or
document of title.

For the avoidance of doubt, the TEFRA C and TEFRA D Rules
will not be applicable to VPS Instruments and VPS
3