Obligation Komunalbanken AS 0.0175% ( XS1071673237 ) en USD

Société émettrice Komunalbanken AS
Prix sur le marché 100 %  ▼ 
Pays  Norvege
Code ISIN  XS1071673237 ( en USD )
Coupon 0.0175% par an ( paiement semestriel )
Echéance 28/05/2019 - Obligation échue



Prospectus brochure de l'obligation Kommunalbanken As XS1071673237 en USD 0.0175%, échue


Montant Minimal 100 000 USD
Montant de l'émission 1 000 000 000 USD
Description détaillée Kommunalbanken AS est une banque norvégienne publique qui fournit des services financiers aux municipalités et aux autres entités du secteur public en Norvège.

L'Obligation émise par Komunalbanken AS ( Norvege ) , en USD, avec le code ISIN XS1071673237, paye un coupon de 0.0175% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/05/2019








BASE PROSPECTUS

The Norwegian Local Government Funding Agency
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 under the
programme (the "Programme") described in this document (as amended or supplemented, the "Base Prospectus") to be
admitted to listing on the official list and to trading on the regulated market of the Luxembourg Stock Exchange during the
period of twelve months after the date of this document. The regulated market of the Luxembourg Stock Exchange is a
regulated market for the purposes of Directive 2004/39/EC on Markets in Financial Instruments (the "MiFID Directive").
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 Regulated 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 London Stock Exchange is a regulated market for the purposes of the MiFID
Directive. Instruments may also be issued under the Programme which are not listed on any stock exchange.
Application has been made to the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF") in its
capacity as competent authority in Luxembourg for the purpose of the Luxembourg law dated 10 July 2005 on prospectuses
for securities, as amended (the "Luxembourg Prospectus Law"), which implements the Prospectus Directive (as defined
herein) to approve this Base Prospectus as a base prospectus issued in compliance with the Prospectus Directive and the
relevant implementing provisions of the Luxembourg Prospectus Law. This Base Prospectus constitutes a Base Prospectus
for the purposes of Article 5.4 of Directive 2003/71/EC, as amended (the "Prospectus Directive"). 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 7(7) of the Luxembourg Prospectus Law.
This document does not constitute an approved base prospectus for the purposes of the Prospectus Directive in respect of
secondary (uridashi) offerings.
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"). Instruments may
not be issued under the Programme with a denomination of less than EUR1,000 (or equivalent in another currency) (except
under secondary (uridashi) offerings in Japan) 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 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" on page 15 of this Base Prospectus).
Arranger for the Programme
MORGAN STANLEY
Dealers
BARCLAYS
BOFA MERRILL LYNCH
CITIGROUP
CREDIT SUISSE
DAIWA CAPITAL MARKETS EUROPE
DEUTSCHE BANK
GOLDMAN SACHS INTERNATIONAL
HSBC
J.P. MORGAN
KOMMUNALBANKEN AS
MITSUBISHI UFJ SECURITIES
MIZUHO SECURITIES
MORGAN STANLEY
NOMURA
RBC CAPITAL MARKETS
SMBC NIKKO
UBS INVESTMENT BANK

17 April 2014




This Base Prospectus may only be used for the purpose for which it has been published.
Kommunalbanken AS (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, having taken all reasonable care to ensure that such is the case, the information
contained in the Base Prospectus is, to the best of its knowledge, in accordance with the facts and
contains no omission likely to affect its import.
Each Tranche (as defined herein) 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 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 the omission of which would, in the context of the Programme or the issue of the Instruments,
make any statement therein or 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".
- ii -




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.
Instruments may not lawfully be offered or sold to persons in the United Kingdom otherwise than in
compliance with the Prospectus Directive and any applicable law. 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".
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.
DEFINITIONS
In this Base Prospectus, unless otherwise specified, references to a "Member State" are references to a
Member State of the European Economic Area, 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.$", "USD" and "U.S. dollars" are to the lawful currency of the United
States, references to "£" and "Pound Sterling" are to the lawful currency of the United Kingdom,
references to "JPY" and "Japanese Yen" are to the lawful currency of Japan, references to "NOK" and
"Norwegian krone" are to the lawful currency of the Kingdom of Norway, references to "Renminbi",
"RMB" and "CNY" are to the lawful currency of the People's Republic of China (excluding the Hong
Kong Special Administrative Region of the PRC, the Macau Special Administrative Region of the PRC
and Taiwan) (the "PRC") and references to "S$" are to the lawful currency of Singapore.
The expression "Relevant Member State" means a Member State of the European Economic Area which
has implemented the Prospectus Directive, "Prospectus Directive" means Directive 2003/71/EC (and
amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the
Relevant Member State), and includes any relevant implementing measure in the Relevant Member State
and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
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 ANNOTATED, 1955 ("RSA 421-
B"), 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 RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER
- iii -




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 OF NEW HAMPSHIRE 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.
ENFORCEMENT OF FOREIGN JUDGMENTS
The Issuer is a government funding agency incorporated under the laws of the Kingdom of Norway. All
of the officers and directors named herein reside outside of the United States and all or a substantial
portion of the assets of the Issuer and its officers and directors are located outside the United States. As a
result, prospective investors may have difficulties effecting service of process in the United States upon
the Issuer or such persons in connection with any lawsuits related to the Instruments, including actions
arising under the federal securities laws of the United States. In addition, investors may have difficulties
in enforcing in original actions brought in courts in jurisdictions outside the United States, liabilities
predicated upon U.S. securities laws.
AVAILABLE INFORMATION
The Issuer has agreed that, for so long as any Instruments are "restricted securities" as defined in
Rule 144(a)(3) under the Securities Act, it will during any period that it is neither subject to Section 13 or
15(d) of the U.S. Securities and Exchange Act of 1934, as amended (the "Exchange Act"), nor exempt
from reporting pursuant to Rule 12g3-2(b) thereunder furnish, upon request, to any holder or beneficial
owner of Instruments or any prospective purchaser designated by any such holder 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) ACTING AS THE STABILISING MANAGER(S) (OR PERSONS ACTING ON
BEHALF OF ANY STABILISING MANAGER(S)) MAY OVER ALLOT 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, 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 FINAL TERMS OF THE OFFER OF THE RELEVANT
TRANCHE OF INSTRUMENTS 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 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 RELEVANT STABILISING
MANAGER(S) (OR PERSON(S) ACTING ON BEHALF OF ANY STABILISING MANAGER(S)) IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.

- iv -




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 involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements, or industry results. These factors
include, but are not limited to, the following:
·
competitive pressure;
·
market conditions;
·
volatility in interest rates;
·
operational risk;
·
counterparty risk;
·
liquidity risk;
·
the occurrence of catastrophic events, terrorist attacks and similar events;
·
significant adverse regulatory developments, including changes in tax law;
·
a downgrade in the Issuer's credit ratings;
·
an interruption, failure or breach of the Issuer's operational system;
·
the ineffectiveness of the Issuer's risk management policies and procedures; and
·
requirements to make additional pension contributions.
The Issuer's risks are more specifically described under "Risk Factors". If one or more of these risks or
uncertainties 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.



- v -




CONTENTS

Page
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
IMPORTANT INFORMATION RELATING TO PUBLIC OFFERS OF INSTRUMENTS . . . . . . . . . . 29
INFORMATION INCORPORATED BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
FINAL TERMS AND DRAWDOWN PROSPECTUSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
GENERAL DESCRIPTION OF THE PROGRAMME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
RATINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
TERMS AND CONDITIONS OF THE INSTRUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
PROVISIONS RELATING TO THE INSTRUMENTS WHILST IN GLOBAL FORM . . . . . . . . . . . . 163
FORM OF FINAL TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 169
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 205
KOMMUNALBANKEN AS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 206
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 211
CERTAIN ERISA CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 227
SUBSCRIPTION AND SALE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 228
TRANSFER RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 235
CLEARING AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 240
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 244





SUMMARY
Summaries are made up of disclosure requirements known as "Elements". These elements are numbered
in Sections A - E (A.1 - E.7).
This summary contains all the Elements required to be included in a summary for this type of securities
and issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering
sequence of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of securities
and issuer, it is possible that no relevant information can be given regarding the Element. In this case a
short description of the Element is included in the summary with the mention of "Not Applicable".

Section A - Introduction and Warnings
A.1
Introduction:
This summary should be read as introduction to the Base Prospectus;
and any decision to invest in the Instruments should be based on
consideration of the Base Prospectus as a whole by the investor. Where
a claim relating to the information contained in the Base Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation of the Member State, have to bear the costs of translating the
Base Prospectus before the legal proceedings are initiated. Civil
liability attaches only to those persons who have tabled the summary
including any translation thereof, but only if the summary is misleading,
inaccurate or inconsistent when read together with the other parts of the
Base Prospectus or it does not provide, when read together with the
other parts of the Base Prospectus, key information in order to aid
investors when considering whether to invest in such Instruments.
A.2
Consent:
Certain Tranches of Instruments with a denomination of less than
EUR100,000 (or its equivalent in any other currency) may be offered in
any Member State of the European Economic Area which has
implemented the Prospectus Directive in circumstances where there is
no exemption from the obligation under the Prospectus Directive to
publish a prospectus. Any such offer is referred to as a "Public Offer".
[Not Applicable. The Instruments are issued in denominations of at least
EUR100,000 (or its equivalent in any other currency)/No Public Offer of
the Instruments will be made.]
[General/Specific Consent:] [The Issuer consents to the use of the Base
Prospectus in connection with a Public Offer of the Instruments by [the
Managers/any financial intermediary to whom it has given its consent to
use this Base Prospectus (an "Authorised Offeror")/any financial
intermediary which is authorised to make such offers under the Markets
in Financial Instruments Directive (Directive 2004/39/EC)] on the
following basis:
(a) the relevant Public Offer must occur during the period from and
including [] to but excluding [] (the "Offer Period") in
[Belgium/France/Germany/Luxembourg/the United Kingdom] (the
"Public Offer Jursidiction(s)");
[(b) the relevant Authorised Offeror must satisfy the following
conditions: [].]
[In addition to the above, for the consent to be valid the relevant
Authorised Offeror must also publish an acceptance statement on its
website.]]
Authorised Offerors will provide information to Investors on the
terms and conditions of the Public Offer of the relevant Instruments
- 2 -




at the time such Public Offer is made by the Authorised Offeror to
the Investor.


Section B ­ Issuer
B.1
Legal name of the
Kommunalbanken AS ("KBN" or the "Issuer")
Issuer:

Commercial name
Kommunalbanken Norway (KBN)
of the Issuer:
B.2
Domicile, legal
The Issuer is registered in Oslo, Norway as a joint stock company under
form, legislation and the Norwegian law for limited companies (Lov om aksjeselskap) and
country of
operates under such law.
incorporation of the
Issuer:
B.4b Trends:
Not Applicable. There is no known trend affecting the Issuer and the
industry in which it operates.
B.5
The Group:
Not Applicable. The Issuer does not belong to a group.
B.9
Profit Forecast and
Not Applicable. The Issuer does not make profit forecasts or profit
Profit Estimate:
estimates.
B.10 Audit Report
Not Applicable. There are no qualifications in the audit reports for the
Qualifications:
Issuer.
B.12 Selected Key
The table below shows certain selected summarised financial
Financial
information which is derived from, and must be read together with, the
Information:
Issuer's audited non-consolidated financial statements for the years
ended 31 December 2013 and 31 December 2012, included as
comparatives in the 31 December 2013 audited financial statements and
for the year ended 2011, which are incorporated by reference in this
Base Prospectus and the auditor's report and notes thereto.
31 December

2013
2012
2011


(NOK millions)
Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1 . .
6 .
3 .
4 . . . . . . .2,.0.3.2. . . . . . .1., .5 .8 .2 . . . . . . . . . .
Profit before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1 ., .
4 .
9 .
6 . . . . . . .2,.6.0.4. . . . . . .1., .0 .0 .1 . . . . . . . . . .
Instalment loans (principal amounts) . . . . . . . . . . . . . . .
2 .
4 .
0, .8 .0 .8 . . . . .2.1.9., .2 .0 .4 . . . . .2 .0 .7,.5.7.2. . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3 .6 .1 ., .
9 .
1 .
8 . . . . .3 .4 .8,.9.5.3. . . . .3.6.6., .9 .0 .1 . . . . . . . . . .
Senior securities issued (principal amounts) . . . . . . . . .3 .2 .6 ., .
4 .
7 .
0 . . . . .3 .1 .2,.8.6.7. . . . .3.3.8., .6 .1 .5 . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3 .5 .3 ., .
7 .
0 .
2 . . . . .3 .4 .1,.5.5.8. . . . .3.6.2., .3 .0 .7 . . . . . . . . . .
Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2 ., .
1 .
4 .
5 . . . . . . .2,.1.4.5. . . . . . .1., .2 .2 .1 . . . . . . . . . .
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8, .2 .1 .6 . . . . . . .7., .3 .9 .5 . . . . . . .4,.5.9.4. . . . . . . . . . .
IAS 19 Employee Benefits has been amended, effective from 1 January
2013. The amended standard requires recognition of actuarial gains and
losses in other comprehensive income. The amendment applies
retrospectively also to the 2012 comparative figures in the 2013
financial statements, which therefore are restated.
There has been no material adverse change in the prospects or condition
of the Issuer since 31 December 2013, being the date of its last
published audited financial statements.
There has been no significant change in the financial or trading position
of the Issuer which has occurred since 31 December 2013, being the
- 3 -




date of its last published audited financial statements.
B.13 Recent Events:
Not Applicable. There have been no recent events particular to the
Issuer which are to a material extent relevant to the evaluation of the
Issuer's solvency.
B.14 Dependence upon
Not Applicable. As stated in Element B.5 above, the Issuer does not
other entities within belong to a group.
the Group:
B.15 The Issuer's
The Issuer's principal objective is to provide loans on competitive terms
Principal Activities: to counties, municipalities and inter-municipal companies for a variety
of investment projects. Loans are also granted for power plants, private
health institutions, co-operative water works and other entities that
perform local government services, provided that loans are used to
finance projects that can be designated as primary municipal
investments and that each such loan benefits from a municipal
guarantee.
The Issuer offers a range of products to the municipal sector. The largest
segment of the loan portfolio is linked to floating interest rates based
either on short term money market rates or Norwegian Interbank Offer
Rates (NIBOR) with various interest rate reset dates. Loans are also
granted on a fixed rate basis with varying fixed rate periods set to meet
each individual customer's needs and market views.
The objective of the Issuer's funding operations is to meet growing
borrowing requirements with a well diversified funding base, effectively
achieved by regular issuance of benchmark transactions, a visible
presence in institutional niche markets and by being a flexible issuer of
structured instruments. The majority of funding is issued off the
Programme. Bond issues take the form of public offerings or private
placements. Public offerings are made to institutional and retail
investors in a number of currencies and countries.
B.16 Controlling
The Issuer is owned entirely by the Norwegian State represented by the
Persons:
Ministry of Local Government.
B.17 Ratings assigned to
As at the date of this Base Prospectus, each of Standard & Poor's Credit
the Issuer or its
Market Services Europe Limited and Moody's Investors Service Ltd
Debt Securities:
have provided the following ratings:
Moody's Investors Service Ltd
Instruments issued under the Programme
Long-term senior
debt
Senior unsecured
Subordinated
Short-term
Aaa
Aaa
Aa1
P-1
Standard & Poor's Credit Market Services Europe Limited
Instruments issued under the Programme
Senior unsecured with
Senior unsecured with
maturity of one year or
maturity of less than one
Long-term senior debt
more
year
AAA
AAA
A-1+
Each of Standard & Poor's Credit Market Services Europe Limited and
Moody's Investors Service Ltd is established in the European Union and
registered under Regulation (EC) No 1060/2009, as amended (the "CRA
Regulation") and are, as of the date of this Base Prospectus, included in
the list of credit ratings agencies published by the European Securities
- 4 -




and Markets Authority on its website (www.esma.europa.eu/page/list-
registered-and-certified-CRAs) in accordance with the CRA Regulation.
[The Instruments to be issued [have been/are expected to be] rated:
[Standard & Poor's Credit Market Services Europe Limited: [·]]
[Moody's Investors Service Ltd: [·]]
[[Other]: [·]]]


Section C - The Instruments
C.1
Type and Class of
[The Instruments are [[fixed rate notes] / [floating rate notes] / [zero
Securities, Security
coupon notes] / [index linked notes] / [share linked notes] / [foreign
Identification
exchange linked notes] / [fund linked notes] / [fixed interest discounted
Number:
issue notes]].]

[The Instruments are issued as Series number [·], Tranche number
[·].]


Security Identification Number(s): In respect of each Tranche of
Instruments, the relevant security identification number(s) will be
specified in the relevant Final Terms.


[ISIN Code: [·]/[Until the Instruments are consolidated, become
fungible with and form a single Series with the Original Instruments,
the Instruments will have the temporary ISIN [·]. After that, the
Instruments will have the same ISIN as the Original Instruments, which
is [·].]
Common Code: [·]/[Until the Instruments are consolidated, become
fungible with and form a single Series with the Original Instruments,
the Instruments will have the temporary Common Code [·]. After that,
the Instruments will have the same Common Code as the Original
Instruments, which is [·].]
[CUSIP Number: [·]]]
C.2
Currency of the
Instruments may be denominated in any currency or currencies, subject
Securities Issue:
to compliance with all applicable legal and/or regulatory and/or central
bank requirements. Payments in respect of Instruments may, subject to
such compliance, be made in and/or linked to, any currency or
currencies other than the currency in which such Instruments are
denominated.
[The currency of the Instruments is [·].]
C.5
Restrictions on Free The Issuer and the Dealers have agreed certain restrictions on offers,
Transferability:
sales and deliveries of Instruments and on the distribution of offering
material.
C.8
The Rights
Negative Pledge: The unsubordinated Instruments will have the benefit
Attaching to the
of a negative pledge in respect of any indebtedness for money borrowed
Securities, including or raised in the form of or represented by any bond, note, debenture,
Ranking and
debenture stock, loan stock, certificate or other instrument which is, or
Limitations to those is capable of being listed, quoted or traded on any stock exchange or in
Rights:
any securities market (including, without limitation, any over-the-
counter market).
- 5 -



Document Outline