Obligation DNB Ban ASA 4.5% ( XS0430768332 ) en EUR

DNB Ban ASA

100 % ▼

Norvege

XS0430768332 ( en EUR )

4.5% par an ( paiement annuel )

29/05/2014 - Obligation échue

Prospectus brochure de l'obligation DNB Bank ASA XS0430768332 en EUR 4.5%, échue

50 000 EUR

2 000 000 000 EUR

DNB Bank ASA est la plus grande banque de Norvège, offrant une gamme complète de services financiers aux particuliers, aux entreprises et aux institutions, tant sur le marché national qu'international.

L'Obligation émise par DNB Ban ASA ( Norvege ) , en EUR, avec le code ISIN XS0430768332, paye un coupon de 4.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 29/05/2014

PROSPECTUS
DnB NOR Bank ASA
(incorporated in Norway)
e40,000,000,000
Euro Medium Term Note Programme
On 6th April, 1998, Union Bank of Norway entered into a U.S.$1,500,000,000 Euro Medium Term Note Programme, as supplemented
and amended (the ``Programme''). The Programme was subsequently converted into euro and increased to e40,000,000,000. On 12th
September, 2002, Union Bank of Norway converted into a public limited company and following such conversion the obligations of
Union Bank of Norway became the obligations of a new entity, Union Bank of Norway ASA which from such date became the issuer
under the Programme. On 19th January, 2004, Union Bank of Norway ASA merged with Den norske Bank ASA and, as of such date,
Union Bank of Norway ASA was renamed DnB NOR Bank ASA (the ``Issuer'' or the ``Bank'').
Pursuant to the Programme, the Issuer may from time to time issue notes (``Notes'') denominated in any currency agreed between
the Issuer and the relevant Dealer (as defined below).
As more fully described herein, Notes may be (i) issued on an unsubordinated basis (``Unsubordinated Notes''), (ii) issued on a
subordinated basis with a fixed maturity as provided in ``Terms and Conditions of the Notes'' herein (``Dated Subordinated Notes'') or
(iii) issued on a subordinated basis with no fixed maturity as provided in ``Terms and Conditions of the Notes'' herein (``Undated
Subordinated Notes''). The Terms and Conditions of Dated and Undated Subordinated Notes will not contain any events of default.
Notes may be issued in bearer form (``Bearer Notes''), registered form (``Registered Notes'') or uncertificated book entry form cleared
through the Norwegian Central Securities Depository, the Verdipapirsentralen (``VPS Notes'' and the ``VPS'', respectively).
The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed
e40,000,000,000 (or its equivalent in other currencies calculated as described herein). A description of the restrictions applicable at
the date of this Prospectus relating to the maturity of certain Notes is set out in ``Summary Maturities''.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under ``Summary Dealers'' below and any
additional Dealer appointed under the Programme from time to time, which appointment may be for a specific issue or on an ongoing
basis (each a ``Dealer'' and together the ``Dealers''). References in this Prospectus to the ``relevant Dealer'' shall, in 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.
Application has been made to the Commission de Surveillance du Secteur Financier (the ``CSSF'') in its capacity as competent
authority under the Luxembourg Act dated 10th July, 2005 relating to prospectuses for securities (loi relative aux prospectus pour
valeurs mobilie`res) for the approval of this document as a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC
(the ``Prospectus Directive''). Application has also been made to the Luxembourg Stock Exchange for Notes issued under the
Programme (other than VPS Notes) during the period of 12 months from the date of this Prospectus to be admitted to trading on the
Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock Exchange. References
in this Prospectus to Notes being ``listed'' (and all related references) shall mean that such Notes are intended to be admitted to
trading on the Luxembourg Stock Exchange's regulated market and are intended to be listed on the Official List of the Luxembourg
Stock Exchange. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of Directive 2004/39/EC
(the ``Markets in Financial Instruments Directive'').
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other
terms and conditions not contained herein which are applicable to each Tranche (as defined under ``Terms and Conditions of the
Notes'') of Notes will be set forth in a Final Terms document (``Final Terms'') which, with respect to Notes to be listed on the
Luxembourg Stock Exchange, will be filed with the CSSF.
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 Issuer and the relevant Dealer. The Issuer may also issue Notes which are not
listed or admitted to trading on any market.
The Programme has been rated by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies Inc. (``Standard &
Poor's''), and by Moody's Investors Service Limited (``Moody's''). Notes issued pursuant to the Programme may be rated or unrated.
Where an issue of Notes is rated, its rating will not necessarily be the same as the rating applicable to the Programme. 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.
The Issuer may agree with any Dealer and the Trustee (as defined below) that Notes may be issued in a form not contemplated by
the Terms and Conditions of the Notes herein, in which event a supplement to the Prospectus, if appropriate, will be made available
which will describe the effect of the agreement reached in relation to such Notes.
Any person (an ``Investor'') intending to acquire or acquiring any Notes from any person (an ``Offeror'') should be aware that, in the
context of an offer to the public as defined in the Prospectus Directive, the Issuer may be responsible to the Investor for this
Prospectus only if the Issuer is acting in association with, or has authorised, that Offeror to make the offer to the Investor. Each
Investor should therefore verify with the Offeror whether or not the Offeror is acting in association with, or is authorised by, the Issuer.
If the Offeror is not acting in association with, or is not authorised by, the Issuer, the Investor should check with the Offeror whether
anyone is responsible for this Prospectus for the purposes of Article 6 of the Prospectus Directive as implemented by the national
legislation of each Member State of the European Economic Area in the context of the offer to the public, and, if so, who that person
is. If the Investor is in any doubt about whether it can rely on this Prospectus and/or who is responsible for its contents it should take
legal advice.
Arranger
Deutsche Bank
Dealers
Banc of America Securities Limited
BNP PARIBAS
Citi
Commerzbank Corporates & Markets
Deutsche Bank
DnB NOR Bank
DZ BANK AG
HSBC
UniCredit (HVB)
UBS Investment Bank
The date of this Prospectus is 8th September, 2008.

This Prospectus constitutes a base prospectus for the purposes of Article 5.4 of the
Prospectus Directive.
The Issuer (the ``Responsible Person'') accepts responsibility for the information
contained in this Prospectus. To the best of the knowledge and belief of the Issuer (having
taken all reasonable care to ensure that such is the case) the information contained in this
Prospectus is in accordance with the facts and does not omit anything likely to affect the
import of such information. This paragraph should be read in conjunction with the final
paragraph on the front page of this Prospectus.
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 and the persons named in or
identifiable from the applicable Final Terms as the Financial Intermediaries, as the case may
be.
An Investor intending to acquire or acquiring any Notes from an Offeror will do so,
and offers and sales of the Notes to an Investor by an Offeror will be made, in accordance
with any terms and other arrangements in place between such Offeror and such Investor
including as to price, allocations and settlement arrangements. The Issuer will not be a
party to any such arrangements with Investors (other than the Dealers) in connection with
the offer or sale of the Notes and, accordingly, this Prospectus and any Final Terms will
not contain such information. The Investor must look to the Offeror at the time of such
offer for the provision of such information. The Issuer has no responsibility to an Investor
in respect of such information.
Copies of Final Terms relating to Notes which are admitted to trading on the
Luxembourg Stock Exchange's regulated market will be available on the website of the
Luxembourg Stock Exchange at www.bourse.lu and from the registered office of the Issuer
and the specified offices of the Paying Agents (as defined below) for the time being in
London and Luxembourg.
This Prospectus is to be read in conjunction with all documents which are deemed to
be incorporated herein by reference (see ``Documents Incorporated by Reference'' below).
This Prospectus shall be read and construed on the basis that such documents are
incorporated and form part of this Prospectus.
Neither the Dealers nor the Trustee have separately verified the information contained
herein. Accordingly, no representation, warranty or undertaking, express or implied, is made
and no responsibility or liability is accepted by the Dealers or the Trustee as to the
accuracy or completeness of the information contained in this Prospectus or any other
information provided by the Issuer in connection with the Programme or the Notes or their
distribution. The statements made in this paragraph are made without prejudice to the
responsibility of the Issuer under the Programme.
No person is or has been authorised by the Issuer, the Dealers or the Trustee 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 the Issuer or any of the Dealer or the Trustee.
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 or constituting an invitation or
offer by the Issuer, any of the Dealers or the Trustee 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 the Issuer. Neither this Prospectus nor any other information
supplied in connection with the Programme or the issue of any Notes constitutes an offer
by or on behalf of the Issuer, any of the Dealers or the Trustee to any person to subscribe
for or to purchase any Notes.
The delivery of this Prospectus does not at any time imply that the information
contained herein concerning the Issuer is correct at any time subsequent to the date hereof
2

or that any other information supplied in connection with the Programme is correct as of
any time subsequent to the date indicated in the document containing the same. The
Dealers and the Trustee expressly do not undertake to review the financial condition or
affairs of the Issuer during the life of the Programme. Investors should review, inter alia, the
documents deemed incorporated herein by reference when deciding whether or not to
purchase any Notes.
The distribution of this Prospectus and the offer or sale of Notes may be restricted by
law in certain jurisdictions. None of the Issuer, the Dealers and the Trustee represents that
this document 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, unless specifically indicated to
the contrary in the applicable Final Terms, no action has been taken by the Issuer, the
Dealers or the Trustee 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 and the Dealers have represented that all offers and
sales by them will be made on the same terms. Persons into whose possession this
Prospectus or any Notes come must inform themselves about, and observe, any such
restrictions. In particular, there are restrictions on the distribution of this Prospectus and
the offer or sale of Notes in the United States, the European Economic Area, the United
Kingdom, Norway, The Netherlands and Japan (see ``Subscription and Sale'' below).
The Bearer Notes of each Tranche will initially be represented by a temporary global
Note in bearer form (a ``Temporary Bearer Global Note'') which will (i) if the global Notes
are intended to be issued in new global note (``NGN'') form, as specified in the applicable
Final Terms, be delivered on or prior to the original issue date of the Tranche to a common
safekeeper (the ``Common Safekeeper'') for Euroclear Bank SA/NV (``Euroclear'') and
Clearstream Banking, socie´te´ anonyme (``Clearstream, Luxembourg''); and (ii) if the global
Notes are not intended to be issued in NGN form, be delivered on or prior to the original
issue date of the Tranche to a common depositary (the ``Common Depositary'') for
Euroclear
and
Clearstream,
Luxembourg.
The
Temporary
Bearer
Global
Note
be
exchangeable, as specified in the applicable Final Terms, for either a permanent global Note
in bearer form (a ``Permanent Bearer Global Note'') or Bearer Notes in definitive form, in
each case upon certification as to non-U.S. beneficial ownership as required by U.S.
Treasury regulations. The applicable Final Terms will specify that a Permanent Bearer
Global Note either (i) is exchangeable (in whole but not in part) for definitive Notes upon
not less than 60 days' notice or (ii) is only exchangeable (in whole but not in part) for
definitive Notes following the occurrence of an Exchange Event (as defined under ``Form of
the Notes''), all as further described in ``Form of the Notes'' below. Subject to certain
exceptions described below, Bearer Notes may not be offered, resold or delivered within the
United States to, or for the account or benefit of, U.S. persons (as defined in Regulation S
under the Securities Act of 1933, as amended (the ``Securities Act'')). See ``Subscription and
Sale'' below.
This Prospectus has been prepared on the basis that, except to the extent sub-
paragraph (ii) below may apply, any offer of Notes in any Member State of the European
Economic Area which has implemented the Prospectus Directive (each, a ``Relevant Member
State'') will be made pursuant to an exemption under the Prospectus Directive, as
implemented in that Relevant Member State, from the requirement to publish a prospectus
for offers of Notes. Accordingly, any person making or intending to make an offer in that
Relevant Member State of Notes which are the subject of an offering contemplated in this
Prospectus as completed by final terms in relation to the offer of those Notes may only do
so (i) in circumstances in which no obligation arises for the Issuer or any Dealer to publish
a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus
pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer, or
(ii) if a prospectus for such offer has been approved by the competent authority in that
Relevant Member State or, where appropriate, approved in another Relevant Member State
3

and notified to the competent authority in that Relevant Member State and (in either case)
published, all in accordance with the Prospectus Directive, provided that any such
prospectus has subsequently been completed by final terms which specify that offers may
be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant
Member State and such offer is made in the period beginning and ending on the dates
specified for such purpose in such prospectus or final terms, as applicable. Except to the
extent sub-paragraph (ii) above may apply, neither the 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 Issuer or any Dealer to publish or supplement a
prospectus for such offer.
The Notes have not been, and will not be, registered under the Securities Act, and may
not be offered or sold within the United States or to, or for the account or benefit of, U.S.
persons (as defined in Regulation S under the Securities Act) except in accordance with
Regulation S under the Securities Act or pursuant to an exemption from the registration
requirements of the Securities Act. Unless otherwise provided with respect to a particular
Series (as defined under ``Terms and Conditions of the Notes'') of Registered Notes, the
Registered Notes of each Tranche of such Series sold outside the United States in reliance
on Regulation S under the Securities Act will be represented by a permanent global Note in
registered form, without interest coupons (a ``Reg. S Global Note''), deposited with a
custodian for, and registered in the name of a nominee of, The Depository Trust Company
(``DTC'') for the accounts of Euroclear and Clearstream, Luxembourg for the accounts of
their respective participants. Prior to expiry of the period that ends 40 days after completion
of the distribution of each Tranche of Notes, as certified by the relevant Dealer, in the case
of a non-syndicated issue, or the lead manager, in the case of a syndicated issue (the
``Distribution Compliance Period''), beneficial interests in the Reg. S Global Note may not be
offered or sold to, or for the account or benefit of, a U.S. person except in accordance with
Rule 144A, Rule 903 or 904 of Regulation S or pursuant to another applicable exemption
from the registration requirements of the Securities Act. The Registered Notes of each
Tranche of such Series sold in private transactions to qualified institutional buyers (``QIBs'')
within the meaning of Rule 144A under the Securities Act will be represented by a restricted
permanent global note in registered form, without interest coupons (a ``Restricted Global
Note'', and, together with a Reg. S. Global Note, ``Registered Global Notes''), deposited with
a custodian for, and registered in the name of a nominee of, DTC. The Registered Notes of
each Tranche of such Series sold to ``accredited investors'' (as defined in Rule 501(a)(1),
(2), (3) and (7) under the Securities Act) which are institutions (``Institutional Accredited
Investors'') will be in definitive form, registered in the name of the holder thereof.
Registered Notes in definitive form will, at the request of the holder (save to the extent
otherwise indicated in the applicable Final Terms), be issued in exchange for interests in
the Registered Global Notes upon compliance with the procedures for exchange as
described in ``Form of the Notes''.
Each Tranche of VPS Notes will be issued in uncertificated book entry form, as more
fully described under ``Form of the Notes'' below. On or before the issue date of each
Tranche of VPS Notes entries may be made with the VPS to evidence the debt represented
by such VPS Notes to accountholders with the VPS. VPS Notes will be issued in
accordance with the laws and regulations applicable to VPS Notes from time to time.
Notes may not be offered or sold within the United States or to U.S. persons except in
accordance with Regulation S under the Securities Act or pursuant to an exemption from
the registration requirements of the Securities Act. Registered Notes may be offered and
sold in the United States exclusively to persons reasonably believed by the Dealers to
qualify as QIBs (as defined herein) or placed privately with institutions that are accredited
investors as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
Act. Each U.S. purchaser of Registered Notes is hereby notified that the offer and sale of
any Registered Notes to it may be made in reliance upon the exemption from the
registration requirements of the Securities Act provided by Rule 144A. To permit compliance
with Rule 144A under the Securities Act in connection with the resales of Registered Notes,
the Issuer is required to furnish, upon request of a holder of a Registered Note and a
prospective purchaser designated by such holder, the information required to be delivered
under Rule 144A(d)(4) under the Securities Act. Registered Notes are not transferable to
4

other holders within the United States except upon satisfaction of certain conditions as
described under ``Subscription and Sale''.
The Notes have not been recommended by or approved or disapproved by the United
States Securities and Exchange Commission (the ``SEC'') or any other federal or state
securities commission in the United States nor has the SEC or any other federal or state
securities commission confirmed the accuracy or determined the adequacy of this
Prospectus. Any representation to the contrary is a criminal offence in the United States.
The Notes are subject to restrictions on transferability and resale and may not be
transferred or resold except as permitted under applicable federal or state securities laws
pursuant to a registration statement or an exemption from registration. Investors should be
aware that they may be required to bear the financial risks of this investment for an
indefinite period of time.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR
A LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW
HAMPSHIRE THAT ANY DOCUMENT FILED UNDER CHAPTER 421-B IS TRUE, COMPLETE
AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION
OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY
OF
STATE
HAS
PASSED
IN
ANY
WAY
UPON
THE
MERITS
OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO
ANY
PROSPECTIVE
PURCHASER,
CUSTOMER
OR
CLIENT
ANY
REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
FORWARD-LOOKING STATEMENTS
This Prospectus contains forward-looking statements, which reflect management's
current expectations with respect to future events, financial and operating performance and
future market conditions. Words such as ``believe,'' ``anticipate,'' ``expect,'' ``aim,'' ``project,''
``expect,'' ``intend,'' ``predict,'' ``target,'' ``may,'' ``might,'' ``assume,'' ``could,'' ``will'' and
``should'' or other variations or comparable terminology are intended to identify forward-
looking statements. Forward-looking statements appear in a number of places in this
Prospectus including, without limitation, ``Documents Incorporated by Reference'', ``Risk
Factors'' and ``Description of the Issuer.'' These forward-looking statements address matters
such as:
*
the Bank's business strategy and financial targets;
*
performance of the financial markets;
*
future prospects of the Bank such as growth prospects, cost development under
the cost programme and future write-downs on loans; and
*
future exposure to credit, market, liquidity and other risks.
By their nature, forward looking statements involve risk and uncertainties because they
relate to events and depend on circumstances that may or may not occur in the future.
While the Bank has prepared these forward-looking statements in good faith and on the
basis of assumptions it believes to be reasonable, any such forward-looking statements are
not guarantees or warranties of future performance. The Bank's actual financial condition,
results of operation and cash flows and the development of the markets in which it
operates may differ materially from those expressed or implied in the forward-looking
statements contained in this Prospectus.
All references in this document to ``U.S. dollars'', ``U.S.$'' and ``$'' refer to United
States dollars, those to ``NOK'' refer to Norwegian kroner, those to ``Yen'' refer to Japanese
yen, those to ``Sterling'' and ``£'' refer to pounds sterling and those to ``euro'' and ``e'' refer
to the currency introduced at the start of the third stage of European economic and
monetary union pursuant to the Treaty on European Union, as amended.
5

CONTENTS
Page
Documents Incorporated by Reference .......................................................................................
7
Summary .....................................................................................................................................
9
Risk Factors ................................................................................................................................
15
General Description of the Programme .......................................................................................
21
Form of the Notes .......................................................................................................................
22
Forms of Final Terms ..................................................................................................................
25
DTC Information Registered Notes ..........................................................................................
48
Terms and Conditions of the Notes.............................................................................................
50
Use of Proceeds..........................................................................................................................
82
Description of the Issuer .............................................................................................................
83
Taxation.......................................................................................................................................
99
Subscription and Sale .................................................................................................................
106
General Information.....................................................................................................................
112
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any)
named as the Stabilising Manager(s) (or persons acting on behalf of any Stabilising
Manager(s)) in the applicable Final Terms may over-allot Notes or effect transactions with a
view to supporting the market price of the Notes at a level higher than that which might
otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or
persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any
stabilisation action may begin on or after the date on which adequate public disclosure of
the terms of the offer of the relevant Tranche of Notes is made and, if begun, may be
ended at any time, but it must end no later than the earlier of 30 days after the issue date
of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant
Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the
relevant Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s))
in accordance with all applicable laws and rules.
6

DOCUMENTS INCORPORATED BY REFERENCE
The following documents, which have previously been published and have been filed with the
CSSF, shall be incorporated in, and form part of, this Prospectus:
(a)
the audited consolidated and non-consolidated annual financial statements of the Issuer for
the financial year ended 31st December, 2006, prepared in accordance with accounting
regulations issued by the Ministry of Finance and Norwegian generally accepted accounting
principles and for the financial year ended 31st December, 2007, prepared in accordance with
International Financial Reporting Standards as approved by the EU (referred to herein as
``IFRS''), including the information set out at the following pages of the Issuer's `Annual
Report 2006' and `Annual Report 2007', respectively:
2006
2007
Profit and loss accounts/Income statement
page 11
page 12
Balance sheets
page 12
page 13
Cash flow statements
page 13
page 16
Accounting policies and explanatory notes
pages 14-62
pages 18-93
Auditor's report
page 63
page 94
(b)
for information purposes, the audited consolidated annual financial statements of DnB NOR
Group for the financial years ended 31st December, 2006 and 31st December, 2007,
prepared in accordance with IFRS, including the information set out at the following pages of
DnB NOR Group's `Annual Report 2006' and `Annual Report 2007', respectively:
2006
2007
Profit and loss accounts/Income statement
page 102
page 100
Balance sheets
page 103
page 101
Cash flow statements
page 105
page 103
Accounting policies and explanatory notes
pages 107-171
pages 105-175
Auditor's report
page 180
page 182
(c)
the unaudited consolidated and non-consolidated interim financial statements of the Issuer as
at, and for the period ended, 30th June, 2008, prepared in accordance with IFRS, including
the information set out at the following pages of the Issuer's `Second quarter and first half
report 2008':
Income statement
pages 12 and 14
Balance sheet
pages 13 and 15
Cash flow statement
page 17
Accounting policies and explanatory notes
pages 19-35
(d)
for information purposes, the unaudited consolidated interim financial statements of DnB NOR
Group as at, and for the period ended, 30th June, 2008, prepared in accordance with IFRS,
including the information set out at the following pages of DnB NOR Group's `Second quarter
and first half report 2008':
Income statement
page 12
Balance sheet
page 13
Cash flow statement
page 15
Accounting policies and explanatory notes
pages 17-33
Any other information not listed above but contained in such document is incorporated by
reference for information purposes only.
Following the publication of this Prospectus a supplement to the Prospectus may be prepared
by the Issuer and approved by the CSSF in accordance with Article 16 of the Prospectus Directive.
Statements contained in any such supplement (or contained in any document incorporated by
reference therein) shall, to the extent applicable (whether expressly, by implication or otherwise),
be deemed to modify or supersede statements contained in this Prospectus or in a document
which is incorporated by reference in this Prospectus. Any statement so modified or superseded
shall not, except as so modified or superseded, constitute a part of this Prospectus.
Copies of documents incorporated by reference in this Prospectus can be obtained from the
Luxembourg Stock Exchange's website at www.bourse.lu and, upon request, free of charge, from
7

the registered office of the Issuer and the specified offices of the Paying Agents for the time being
in London and Luxembourg.
In the event of any significant new factor arising or any material mistake or inaccuracy
relating to the information included in this Prospectus which is capable of affecting the assessment
of any Notes or any change in the condition of the Issuer which is material in the context of the
Programme or the issue of any Notes, the Issuer will prepare and publish a supplement to this
Prospectus or publish a new prospectus for use in connection with any subsequent issue of Notes.
Furthermore, the Issuer has undertaken to the Dealers in the Programme Agreement (as defined in
``Subscription and Sale'') that it will, in connection with the listing of the Notes on the Luxembourg
Stock Exchange, so long as any Note remains outstanding and listed on such exchange, in the
event of any material adverse change in the financial condition of the Issuer which is not reflected
in this Prospectus or a substitution of the Issuer in the manner set out in Condition 15 and in
accordance with the provisions of the Trust Deed, prepare and publish a further supplement to this
Prospectus or publish a new prospectus for use in connection with any subsequent issue of the
Notes to be listed on the Luxembourg Stock Exchange.
8

SUMMARY
The following is a brief summary only and should be read in conjunction with the rest
of this Prospectus and, in relation to any Notes, in conjunction with the applicable Final
Terms and, to the extent applicable, the Terms and Conditions of the Notes set out herein.
Any decision to invest in any Notes should be based on a consideration of this Prospectus
as a whole, including the documents incorporated by reference, by any investor.
Following the implementation of the relevant provisions of the Prospectus Directive in
each Member State of the European Economic Area, no civil liability will attach to the
Responsible Person in any such Member State in respect of this Summary, including any
translation hereof, unless it is misleading, inaccurate or inconsistent when read together
with the other parts of this Prospectus. Where a claim relating to information contained in
this Prospectus is brought before a court in a Member State of the European Economic
Area, the plaintiff may, under the national legislation of the Member State where the claim is
brought, be required to bear the costs of translating the Prospectus before the legal
proceedings are initiated.
Information relating to the Issuer
Description:
DnB NOR Bank ASA, a public limited company incorporated
under the laws of the Kingdom of Norway on 10th September,
2002 with registration number 984 851 006. The registered office
of the Issuer is at Stranden 21, N-0021, Oslo, Norway.
Business of the Issuer:
The Issuer is a member of the DnB NOR group (the ``Group''),
Norway's largest financial services group with total combined
assets of approximately NOK 1,906 billion as at 30th June, 2008.
The Group offers a full range of financial services including
lending, deposits, life and pension insurance, equity funds, asset
management and securities operations as well as real estate
broking and credit cards. Among the brands included in the Group
are DnB NOR, Vital, Nordlandsbanken, Cresco and Postbanken.
The Group's business activities are organised in four business
areas according to the customer segments served by the Group
and the products offered Corporate Banking and Payment
Services, Retail Banking, DnB NOR Markets, Life Insurance and
Asset Management.
Information relating to the Programme
Description:
Euro Medium Term Note Programme
Arranger:
Deutsche Bank AG, London Branch
Dealers:
Banc of America Securities Limited
Bayerische Hypo- und Vereinsbank AG
BNP Paribas
Citigroup Global Markets Limited
Commerzbank Aktiengesellschaft
Deutsche Bank AG, London Branch
DnB NOR Bank ASA
DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt
am Main
HSBC Bank plc
UBS Limited
Trustee:
The Law Debenture Trust Corporation p.l.c.
Registrar:
Citigroup Global Markets Deutschland AG & Co. KgaA
Issuing and Principal Paying
Citibank, N.A., London Branch
Agent:
VPS Account Manager:
DnB NOR Bank ASA, Verdipapirservice
9

Size:
Up to e40,000,000,000 (or its equivalent in other currencies
calculated as described in ``General Description of the
Programme'') outstanding at any time. The Issuer 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:
Euro, Sterling, U.S. dollars, Yen and, subject to any applicable
legal or regulatory restrictions and any applicable reporting
requirements, any other currency agreed between the Issuer
and the relevant Dealer.
Redenomination:
The applicable Final Terms may provide that certain Notes may
be redenominated in euro.
Maturities:
Subject to compliance with all relevant laws, regulations and
directives, any maturity as agreed between the Issuer and the
relevant Dealer(s). Unless otherwise permitted by then current
laws, regulations and directives, Dated Subordinated Notes will
have a minimum maturity of not less than 5 years. Undated
Subordinated Notes will have no fixed maturity.
Issue Price:
Notes may be issued on a fully-paid or 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, registered form or, in the
case of VPS Notes, uncertificated book entry form, as described
in ``Form of Notes'' below. VPS Notes will not be evidenced by
any physical note or document of title. Entitlements to VPS Notes
will be evidenced by the crediting of VPS Notes to accounts with
the VPS.
Each Tranche of Bearer Notes will be initially represented by a
Temporary Bearer Global Note which will (i) if the global Notes
are intended to be issued in NGN form, as specified in the
applicable Final Terms, be delivered on or prior to the Issue Date
to a Common Safekeeper for Euroclear and Clearstream,
Luxembourg; and (ii) if the global Notes are not intended to be
issued in NGN form, be delivered on or prior to the Issue Date to a
Common
Depositary
for
Euroclear
and
Clearstream,
Luxembourg. The Temporary Bearer Global Note will be
exchangeable, as specified in the applicable Final Terms, for
either a Permanent Bearer Global Note or Bearer Notes in
definitive form, in each case upon certification as to non-U.S.
beneficial ownership as required by U.S. Treasury regulations.
Bearer Notes will not be exchangeable for Registered Notes and
vice versa.
Fixed Rate Notes:
Interest will be payable on such date or dates as may be agreed
between the Issuer and the relevant Dealer(s) (as indicated in the
applicable Final Terms) and on redemption, and will be calculated
on the basis of such Day Count Fraction as may be agreed
between the Issuer and the relevant Dealer(s).
Floating Rate Notes:
Floating Rate Notes will bear interest at a rate determined:
(i)
on the same basis as the floating rate under a notional
interest-rate swap transaction in the relevant Specified
Currency governed by an agreement incorporating the
2006 ISDA Definitions (as published by the International
Swaps
and
Derivatives
Association,
Inc.,
and
as
amended and updated as at the Issue Date of the first
Tranche of the Notes of the relevant Series); or
10

Document Outline

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#25">c99040pu030.pdf
#36">c99040pu035.pdf
#48">c99040pu040.pdf
#82">c99040pu050.pdf
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