Bond SpareBank I SMN 0.01% ( XS2303089697 ) in EUR

SpareBank I SMN

94.76 % ▼

Norway

XS2303089697 ( in EUR )

0.01% per year ( payment 1 time a year)

17/02/2028

Prospectus brochure of the bond SpareBank 1 SMN XS2303089697 en EUR 0.01%, maturity 17/02/2028

18/02/2027 ( In 321 days )

SpareBank 1 SMN is a regional Norwegian bank and a member of the SpareBank 1 Alliance, primarily serving individuals and businesses in Central Norway, and listed on the Oslo Stock Exchange.

The Bond issued by SpareBank I SMN ( Norway ) , in EUR, with the ISIN code XS2303089697, pays a coupon of 0.01% per year.
The coupons are paid 1 time per year and the Bond maturity is 17/02/2028

PROSPECTUS
16 June 2021
SPAREBANK 1 SMN
(incorporated with limited liability in Norway)
SPAREBANK 1 NORD-NORGE
(incorporated with limited liability in Norway)
SPAREBANK 1 ØSTLANDET
(incorporated with limited liability in Norway)
10,000,000,000
Euro Medium Term Note Programme (the "Programme")
This Prospectus (as defined below) supersedes the Prospectus dated 17 June 2020 relating to the 10,000,000,000 Euro Medium Term
Note Programme of SpareBank 1 SMN, SpareBank 1 Nord-Norge and SpareBank 1 Østlandet (formerly Sparebanken Hedmark) (each an "Issuer"
and together the "Issuers"). This Prospectus does not affect any Notes already issued. This document constitutes three base prospectuses for the
purposes of Article 8 of Regulation (EU) 2017/1129 (the "Prospectus Regulation") , (i) the base prospectus for SpareBank 1 SMN, in respect of non-
equity securities within the meaning of Article 16 of the Commission Regulation (EU) 2019/980 of 14 March 2019 (the "Notes") to be issued by
SpareBank 1 SMN under the Programme, (ii) the base prospectus for SpareBank 1 Nord-Norge in respect of Notes to be issued by SpareBank 1 Nord-
Norge under the Programme, and (iii) the base prospectus for SpareBank 1 Østlandet in respect of the Notes to be issued by SpareBank 1 Østlandet
under the Programme (together, the "Prospectus").
Under the Programme each Issuer may from time to time issue Notes denominated in any currency agreed between the relevant Issuer and
the relevant Dealer (as defined below). The Notes of each Issuer will be obligations of that Issuer alone.
As more fully described herein, Notes may be issued (i) on an unsubordinated basis ("Senior Preferred Notes"); (ii) on a non-preferred
basis ("Senior Non-Preferred Notes"); or (iii) on a subordinated basis as provided in "Terms and Conditions of the Notes" herein ("Subordinated
Notes"). The Terms and Conditions of Subordinated Notes will not contain any events of default.
The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed
10,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as
described herein.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "General Description of the Programme"
and any additional Dealer appointed under the Programme from time to time by an Issuer (each a "Dealer" and together the "Dealers"), which
appointment may be for a specific issue or on an ongoing basis. References in this Prospectus to the "relevant Dealer" shall, in the case of an issue of
Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors".
This Prospectus has been approved as a base prospectus by the Commission de Surveillance du Secteur Financier (the "CSSF") as
competent authority under the Prospectus Regulation. The CSSF only approves this Prospectus as meeting the standards of completeness,
comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the CSSF should not be considered as an endorsement of the
Issuers or of the quality of the Notes. Investors should make their own assessment as to the suitability of investing in the Notes. The CSSF assumes
no responsibility for the economic and financial soundness of the transactions contemplated by this Prospectus or the quality or solvency of the
Issuers. Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the
Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock Exchange. This Prospectus will be
available on the website of the Luxembourg Stock Exchange (www.bourse.lu) for a period of ten years form the date hereof.
References in this Prospectus to Notes being listed (and all related references) shall mean that such Notes have been admitted to trading on
the Luxembourg Stock Exchange's regulated market and have been admitted to the Official List of the Luxembourg Stock Exchange. The
Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive
2014/65/EU).
This Prospectus (as supplemented as at the relevant time, if applicable) is valid until 16 June 2022, being 12 months from its date
in relation to Notes which are to be admitted to trading on a regulated market in the European Economic Area (the "EEA"). The
obligation to supplement this Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply when this
Prospectus is no longer valid.
The requirement to publish a prospectus under the Prospectus Regulation only applies to Notes which are to be admitted to trading on a
regulated market in the EEA and/or offered to the public in the EEA other than in circumstances where an exemption is available under Article 1(4)
and/or 3(2) of the Prospectus Regulation. References in this Prospectus to Exempt Notes are to Notes for which no prospectus is required to be
published under the Prospectus Regulation. The CSSF has neither approved nor reviewed information contained in this Prospectus in
connection with Exempt Notes.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other
information which is applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will (other than in the case of
Exempt Notes, as defined above) be set out in a final terms document (the "Final Terms") which will be filed with the CSSF.
Copies of Final Terms in relation to Notes to be listed on the Luxembourg Stock Exchange will also be published on the website of the
Luxembourg Stock Exchange (www.bourse.lu). In the case of Exempt Notes, notice of the aggregate nominal amount of Notes, interest (if any)
payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche will be set out in a pricing
supplement document (the "Pricing Supplement").
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or
markets as may be agreed between the relevant Issuer and the relevant Dealer. Each Issuer may also issue unlisted Notes and/or Notes not admitted to
trading on any market.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or any U.S.
State securities laws and may not be offered or sold in the United States or to, or for the account or the benefit of, U.S. persons as defined in

Regulation S under the Securities Act unless an exemption from the registration requirements of the Securities Act is available and in accordance with
all applicable securities laws of any state of the United States and any other jurisdiction.
SpareBank 1 Nord-Norge has been rated "Aa3" by Moody's Investors Service Limited ("Moody's"). SpareBank 1 SMN has been rated
"A1" by Moody's. SpareBank 1 Østlandet has been rated "Aa3" by Moody's. Moody's is established in the United Kingdom and is registered in
accordance with Regulation (EC) No. 1060/2009 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the
"EUWA") (the "UK CRA Regulation"). The ratings issued by Moody's have been endorsed by Moody's Deutschland GmbH in accordance with
Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation"). Moody's Deutschland GmbH is established in the EEA and registered under
the CRA Regulation. As such, Moody's Deutschland GmbH is included in the list of credit rating agencies published by the European Securities and
Markets Authority ("ESMA") on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA
Regulation.
Notes issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated, such rating will be disclosed in the Final
Terms (or Pricing Supplement, in the case of Exempt Notes) and will not necessarily be the same as the rating assigned to the relevant Issuer. A
security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the
assigning rating agency.
Amounts payable on Floating Rate Notes will be calculated by reference to EURIBOR or CMS Rate as specified in the relevant Final
Terms. As at the date of this Prospectus, the administrator of EURIBOR (European Money Markets Institute) is included in ESMA's register of
administrators under Article 36 of Regulation (EU) No. 2016/1011 (the "EU Benchmarks Regulation") and the administrator of the CMS Rate (ICE
Benchmark Administration Limited) ("IBA") is not included in ESMA's register of administrators under the EU Benchmarks Regulation. As far as
the Issuers are aware, the transitional provisions in Article 51 of the EU Benchmarks Regulation apply, such that the IBA is not currently required to
obtain authorisation/registration (or, if located outside the European Union, recognition, endorsement or equivalence).
Arranger
BofA Securities
Dealers

BNP PARIBAS
BofA Securities
Commerzbank
DekaBank
HSBC
J.P. Morgan
Landesbank Baden-Württemberg
UBS Investment Bank

IMPORTANT INFORMATION
This Prospectus comprises a base prospectus in respect of all Notes other than Exempt Notes issued
under the Programme for the purposes of Article 8 of the Prospectus Regulation. When used in this
Prospectus, "Prospectus Regulation" means Regulation (EU) 2017/1129 and "UK Prospectus Regulation"
means Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the EUWA.
Each Issuer accepts responsibility for the information contained in this Prospectus and the Final
Terms or, as the case may be, the Pricing Supplement for each Tranche of Notes issued under the
Programme. To the best of the knowledge of each Issuer (each having taken all reasonable care to ensure
that such is the case) the information contained in this Prospectus is in accordance with the facts and does
not omit anything likely to affect the import of such information.
Certain information in the "Business Description SpareBank 1 Østlandet" section on pages 128 has
been extracted from certain third party sources as specified therein. SpareBank 1 Østlandet confirms that
such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain
from information published by such sources, no facts have been omitted which would render the reproduced
information inaccurate or misleading.
Subject as provided in the applicable Final Terms, the only persons authorised to use this
Prospectus in connection with an offer of Notes are the persons named in the applicable Final Terms as the
relevant Dealer or the Managers, as the case may be.
This Prospectus is to be read in conjunction with all documents which are deemed to be
incorporated in it by reference (see "Documents Incorporated by Reference"). This Prospectus shall be read
and construed on the basis that those documents are incorporated and form part of this Prospectus.
Other than in relation to the documents which are deemed to be incorporated by reference (see
"Documents Incorporated by Reference"), the information on the websites to which this Prospectus refers
does not form part of this Prospectus and has not been scrutinised or approved by the CSSF.
The Dealers have not independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or liability is
accepted by the Dealers as to the accuracy or completeness of the information contained or incorporated in
this Prospectus or any other information provided by any Issuer in connection with the Programme. No
Dealer accepts any liability in relation to the information contained or incorporated by reference in this
Prospectus or any other information provided by any Issuer in connection with the Programme.
No person is or has been authorised by any Issuer to give any information or to make any
representation not contained in or not consistent with this Prospectus or any other information supplied in
connection with the Programme or the Notes and, if given or made, such information or representation must
not be relied upon as having been authorised by any of the Issuers or any of the Dealers.
Neither this Prospectus nor any other information supplied in connection with the Programme or
any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as
a recommendation by any of the Issuers or any of the Dealers that any recipient of this Prospectus or any
other information supplied in connection with the Programme or any Notes should purchase any Notes.
Each investor contemplating purchasing any Notes should make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness, of any of the Issuers. Neither
this Prospectus nor any other information supplied in connection with the Programme or the issue of any
Notes constitutes an offer or invitation by or on behalf of any of the Issuers or any of the Dealers to any
person to subscribe for or to purchase any Notes.
None of the Dealers accepts any responsibility for any social, environmental and sustainability
assessment of any Notes issued as Green Bonds or makes any representation, warranty or assurance
whether such Notes will meet any investor expectations or requirements regarding such "green" or similar
labels. None of the Dealers is responsible for the use of proceeds for any Notes issued as Green Bonds, nor
the impact or monitoring of such use of proceeds. No representation or assurance is given by the Dealers as
to the suitability or reliability of any opinion or certification of any third party made available in connection
with an issue of Notes issued as Green Bonds, nor is any such opinion or certification a recommendation by

3

any Dealer to buy, sell or hold any such Notes. In the event any such Notes are, or are intended to be, listed,
or admitted to trading on a dedicated "green" or other equivalently-labelled segment of a stock exchange or
securities market, no representation or assurance is given by the Dealers that such listing or admission will
be obtained or maintained for the lifetime of the Notes.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained in it concerning any Issuer is correct at any time
subsequent to its date or that any other information supplied in connection with the Programme is correct as
of any time subsequent to the date indicated in the document containing the same. The Dealers expressly do
not undertake to review the financial condition or affairs of any Issuer during the life of the Programme or
to advise any investor in Notes issued under the Programme of any information coming to their attention.
IMPORTANT EEA RETAIL INVESTORS  If the Final Terms in respect of any Notes (or
Pricing Supplement, in the case of Exempt Notes) includes a legend entitled "Prohibition of Sales to EEA
Retail Investors", the Notes 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 Directive 2014/65/EU (as amended, "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; or (iii) not a qualified investor as
defined in the Prospectus Regulation. Consequently no key information document required by Regulation
(EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise
making them available to retail investors in the EEA has been prepared and therefore offering or selling the
Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the
PRIIPs Regulation.
IMPORTANT UK RETAIL INVESTORS If the Final Terms in respect of any Notes (or Pricing
Supplement, in the case of Exempt Notes) includes a legend entitled "Prohibition of Sales to UK Retail
Investors", the Notes 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 United Kingdom (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 by virtue of the
EUWA; or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act
2000 ("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(1) of
Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified
investor as defined in Article 2 in the UK Prospectus Regulation. Consequently no key information document
required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK
PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors
in the UK has been prepared and therefore offering or selling the Notes 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 Final Terms in respect of any Notes (or
Pricing Supplement, in the case of Exempt Notes) will include a legend entitled "MiFID II product
governance" which will outline the target market assessment in respect of the Notes and which channels for
distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the
Notes (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 Notes
(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 Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any
Dealer subscribing for any Notes is a manufacturer in respect of such Notes, 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.

4

UK MiFIR product governance / target market The Final Terms in respect of any Notes (or
Pricing Supplement, in the case of Exempt Notes) may include a legend entitled "UK MiFIR product
governance" which will outline the target market assessment in respect of the Notes and which channels for
distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the
Notes (a "distributor") should take into consideration the target market assessment; however, a distributor
subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR
Product Governance Rules") is responsible for undertaking its own target market assessment in respect of
the Notes (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 Notes is a manufacturer in respect of
such Notes, 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.
CRA Regulation In general, European regulated investors are restricted under the CRA
Regulation from using credit ratings for regulatory purposes in the EEA, unless such ratings are issued by a
credit rating agency established in the EEA and registered under the CRA Regulation (and such registration
has not been withdrawn or suspended), subject to transitional provisions that apply in certain circumstances.
Such general restriction will also apply in the case of credit ratings issued by non-EEA credit rating
agencies, unless the relevant credit ratings are endorsed by an EEA-registered credit rating agency or the
relevant third country rating agency is certified in accordance with the CRA Regulation (and such
endorsement action or certification, as the case may be, has not been withdrawn or suspended, subject to
transitional provisions that apply in certain circumstances). The list of registered and certified rating
agencies published by ESMA on its website in accordance with the CRA Regulation is not conclusive
evidence of the status of the relevant rating agency included in such list, as there may be delays between
certain supervisory measures being taken against a relevant rating agency and the publication of the
updated ESMA list.
Investors regulated in the UK are subject to similar restrictions under the UK CRA Regulation. As
such, UK regulated investors are required to use for UK regulatory purposes ratings issued by a credit
rating agency established in the UK and registered under the UK CRA Regulation. In the case of ratings
issued by third country non-UK credit rating agencies, third country credit ratings can either be: (a)
endorsed by a UK registered credit rating agency; or (b) issued by a third country credit rating agency that
is certified in accordance with the UK CRA Regulation. Note this is subject, in each case, to (a) the relevant
UK registration, certification or endorsement, as the case may be, not having been withdrawn or suspended,
and (b) transitional provisions that apply in certain circumstances. In the case of third country ratings, for a
certain limited period of time, transitional relief accommodates continued use for regulatory purposes in the
UK, of existing pre-2021 ratings, provided the relevant conditions are satisfied.
If the status of the rating agency rating the Notes changes for the purposes of the CRA Regulation
or the UK CRA Regulation, relevant regulated investors may no longer be able to use the rating for
regulatory purposes in the EEA or the UK, as applicable, and the Notes may have a different regulatory
treatment, which may impact the value of the Notes and their liquidity in the secondary market. Certain
information with respect to the credit rating agencies and ratings is set out on the cover of this Prospectus.
Product Classification pursuant to Section 309b of the Securities and Futures Act (Chapter 289 of
Singapore)  The Final Terms (or Pricing Supplement, in the case of Exempt Notes) in respect of any Notes
may include a legend entitled "Singapore Securities and Futures Act Product Classification" which will state
the product classification of the Notes pursuant to section 309B(1) of the Securities and Futures Act
(Chapter 289 of Singapore) (the "SFA"). The relevant Issuer will make a determination in relation to each
issue about the classification of the Notes being offered for purposes of section 309B(1)(a). Any such legend
included on the relevant Final Terms will constitute notice to "relevant persons" for purposes of section
309B(1)(c) of the SFA.

5

Notice to Swiss permitted investors - The Notes may not be publicly offered, directly or indirectly, in
Switzerland within the meaning of the Swiss Financial Services Act ("FinSA") and no application has or will
be made to admit the Notes to trading on any trading venue (exchange or multilateral trading facility) in
Switzerland. Neither the Prospectus nor any other offering or marketing material relating to the Notes
constitutes a prospectus pursuant to the FinSA, and neither the Prospectus nor any other offering or
marketing material relating to the Notes may be publicly distributed or otherwise made publicly available in
Switzerland. No key information document according to FinSA or any equivalent document under the FinSA
has been prepared in relation to the Notes, and, therefore, the Notes may not be offered or recommended to
private clients within the meaning of the FinSA in Switzerland.
Notice to Ontario permitted investors - The Notes may be sold only to purchasers purchasing, or
deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-
106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients,
as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant
Obligations. Any resale of the Notes must be made in accordance with an exemption from, or in a
transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with
remedies for rescission or damages if this Prospectus (including any amendment thereto) contains a
misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser
within the time limit prescribed by the securities legislation of the purchaser's province or territory. The
purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province
or territory for particulars of these rights or consult with a legal advisor.
If applicable, pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the
government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting
Conflicts (NI 33-105), the Dealers are not required to comply with the disclosure requirements of NI 33-105
regarding underwriter conflicts of interest in connection with this offering.

6

IMPORTANT INFORMATION RELATING TO THE USE OF THIS PROSPECTUS AND OFFERS OF
NOTES GENERALLY
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in
any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction.
The distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. Each Issuer and the Dealers do not represent that this Prospectus may be lawfully distributed,
or that any Notes may be lawfully offered, in compliance with any applicable registration or other
requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any
responsibility for facilitating any such distribution or offering. In particular, no action has been taken by any
of the Issuers or the Dealers which is intended to permit a public offering of any Notes or distribution of this
document in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be
offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering
material may be distributed or published in any jurisdiction, except under circumstances that will result in
compliance with any applicable laws and regulations. Persons into whose possession this Prospectus or any
Notes may come must inform themselves about, and observe, any such restrictions on the distribution of this
Prospectus and the offering and sale of Notes. In particular, there are restrictions on the distribution of this
Prospectus and the offer or sale of Notes in the United States, the EEA, the United Kingdom, Belgium,
Norway, Singapore and Japan (see "Subscription and Sale").
This Prospectus has been prepared on the basis that any offer of Notes in any Member State of the
EEA must be made pursuant to an exemption under the Prospectus Regulation from the requirement to
publish a prospectus for offers of Notes. Accordingly any person making or intending to make an offer of
Notes in that Member State may only do so in circumstances in which no obligation arises for the relevant
Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or
supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to
such offer. Neither the relevant Issuer nor any Dealer have authorised, nor do they authorise, the making of
any offer of Notes in circumstances in which an obligation arises for the relevant Issuer or any Dealer to
publish or supplement a prospectus for such offer.
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes
must determine the suitability of that investment in light of its own circumstances. In particular, each
potential investor may wish to consider, either on its own or with the help of its financial and other
professional advisers, whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes and the information contained or incorporated by reference in this
Prospectus or any applicable supplement;
(ii)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of
its particular financial situation, an investment in the Notes and the impact the Notes will have on its overall
investment portfolio;
(iii)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including Notes with principal or interest payable in one or more currencies, or where the currency
for principal or interest payments is different from the potential investor's currency;
(iv)
understands thoroughly the terms of the Notes and is familiar with the behaviour of any
relevant indices and financial markets; and
(v)
is able to evaluate (either alone or with the help of a financial adviser) possible scenarios
for economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
Legal investment considerations may restrict certain investments. The investment activities of certain
investors are subject to investment laws and regulations, or review or regulation by certain authorities. Each
potential investor should consult its legal advisers to determine whether and to what extent (1) Notes are
legal investments for it, (2) Notes can be used as collateral for various types of borrowing and (3) other
restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal

7

advisers or the appropriate regulators to determine the appropriate treatment of Notes under any applicable
risk-based capital or similar rules.
PRESENTATION OF OTHER INFORMATION
All references in this document to "U.S. dollars", "U.S.$" and "$" are to United States dollars, all
references to "Yen" and "¥" are to Japanese Yen and all references to "NOK" are to Norwegian Kroner. In
addition, all references to "Sterling" and "£" refer to pounds sterling and to "euro" and "" refer to the
currency introduced at the start of the third stage of European economic and monetary union pursuant to the
Treaty on the Functioning of the European Union, as amended.
In this Prospectus, unless the contrary intention appears, a reference to a law or a provision of a
law is a reference to that law or provision as extended, amended or re-enacted.
TABLE OF CONTENTS
Overview of the Programme ................................. 9
Business Description of Sparebank 1
Risk Factors ......................................................... 17
Nord-Norge .......................................... 120
Documents Incorporated by Reference ............... 35
Business Description of Sparebank 1
Form of the Notes ................................................ 40
Østlandet .............................................. 128
Applicable Final Terms ....................................... 42
Taxation ............................................................ 138
Terms and Conditions of the Notes ..................... 71
Subscription and Sale ........................................ 141
Use of Proceeds ................................................. 107
General Information .......................................... 147
The Sparebank 1 Alliance ................................. 108

Business Description of Sparebank 1
SMN ..................................................... 110
_________________________
STABILISATION
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Managers(s)) in the applicable
Final Terms or Pricing Supplement may over-allot Notes or effect transactions with a view to supporting the
market price of the Notes at a level higher than that which might otherwise prevail. However, stabilisation
may not necessarily occur. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may 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 Notes
and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-
allotment must be conducted by the relevant Stabilisation Manager(s) (or person(s) acting on behalf of any
Stabilisation Manager(s)) in accordance with all applicable laws and rules.

8

OVERVIEW OF THE PROGRAMME
The following overview does not purport to be complete and is taken from, and is qualified in its
entirety by, the remainder of this Prospectus and, in relation to the terms and conditions of any particular
Tranche of Notes, the applicable Final Terms (or, in the case of Exempt Notes, the applicable Pricing
Supplement).
This Overview constitutes a general description of the Programme for the purposes of Article 25(1)
of Commission Delegated Regulation (EU) No 2019/980 (the "Delegated Regulation").
Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes"
shall have the same meanings in this Overview.

Issuers:
SpareBank 1 SMN

SpareBank 1 Nord-Norge

SpareBank 1 Østlandet
Legal Identifier Number (LEI):
SpareBank 1 SMN: 7V6Z97IO7R1SEAO84Q32

SpareBank 1 Nord-Norge: 549300SXM92LQ05OJQ76

SpareBank 1 Østlandet: 549300VRM6G42M8OWN49
Guarantor:
None
Description:
Euro Medium Term Note Programme
Arranger:
BofA Securities Europe SA
Dealers:
BNP Paribas

BofA Securities Europe SA
Commerzbank Aktiengesellschaft

DekaBank Deutsche Girozentrale
HSBC Continental Europe

J.P. Morgan AG
Landesbank Baden-Württemberg

UBS Europe SE

and any other Dealers appointed in accordance with the Programme
Agreement.
Risk Factors:
There are certain factors that may affect the relevant Issuer's ability to
fulfil its obligations under Notes issued under the Programme. In
addition, there are certain factors which are material for the purpose of
assessing the market risks associated with Notes issued under the
Programme, and risks relating to the structure of a particular Series of
Notes issued under the Programme. All of these are set out under
"Risk Factors".
Certain Restrictions:
Each issue of Notes denominated in a currency in respect of which
particular laws, guidelines, regulations, restrictions or reporting
requirements apply will only be issued in circumstances which comply
with such laws, guidelines, regulations, restrictions or reporting
requirements from time to time (see "Subscription and Sale")
including the following restrictions applicable at the date of this

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Prospectus.

Notes having a maturity of less than one year

Notes having a maturity of less than one year will, if the issue
proceeds are accepted in the United Kingdom, constitute deposits for
the purposes of the prohibition on accepting deposits contained in
section 19 of the FSMA unless they are issued to a limited class of
professional investors and have a denomination of at least £100,000 or
its equivalent (see "Subscription and Sale").

Under the Prospectus Regulation, prospectuses relating to money
market instruments having a maturity at issue of less than 12 months
and complying also with the definition of securities are not subject to
the approval provisions stated therein.
Issuing and Principal Paying
Citibank, N.A., London Branch
Agent:
Paying Agent and Luxembourg
Banque Internationale à Luxembourg S.A.
Listing Agent:
Programme Size:
Up to 10,000,000,000 (or its equivalent in other currencies calculated
as described in the Programme Agreement) outstanding at any time.
The Issuers may increase the amount of the Programme in accordance
with the terms of the Programme Agreement.
Distribution:
Notes may be distributed by way of private or public placement and in
each case on a syndicated or non-syndicated basis.
Currencies:
Subject to any applicable legal or regulatory restrictions, Notes may be
denominated in euro (as defined), Norwegian Kroner, U.S. dollars,
Yen, Sterling and any other currency agreed between the relevant
Issuer and the relevant Dealer.
Maturities:
The Notes will have such maturities as may be agreed between the
relevant Issuer and the relevant Dealer, subject to such minimum or
maximum maturities as may be allowed or required from time to time
by the relevant central bank (or equivalent body) or any laws or
regulations applicable to the relevant Issuer or the relevant Specified
Currency. Unless otherwise permitted by then current laws,
regulations and directives, Subordinated Notes will have a minimum
maturity of at least five years.
Issue Price:
Notes may be issued on a fully-paid or, in the case of Exempt Notes, a
partly-paid basis and at an issue price which is at par or at a discount
to, or premium over, par.
Form of Notes:
The Notes will be issued in bearer form as described in "Form of the
Notes".
Fixed Rate Notes:
Fixed interest will be payable on such date or dates as may be agreed
between the relevant Issuer and the relevant Dealer and on
redemption, and will be calculated on the basis of such Day Count
Fraction as may be agreed between the relevant Issuer and the relevant
Dealer.

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