Obligation Komunalbanken AS 0.01625% ( XS1361290825 ) en USD

Société émettrice Komunalbanken AS
Prix sur le marché 100 %  ⇌ 
Pays  Norvege
Code ISIN  XS1361290825 ( en USD )
Coupon 0.01625% par an ( paiement semestriel )
Echéance 10/02/2021 - Obligation échue



Prospectus brochure de l'obligation Kommunalbanken As XS1361290825 en USD 0.01625%, échue


Montant Minimal 200 000 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 XS1361290825, paye un coupon de 0.01625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 10/02/2021








BASE PROSPECTUS


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

16 March 2023
10245984503-v29

70-41045813




IMPORTANT NOTICES
This Base Prospectus may only be used for the purpose for which it has been published.
The Issuer (in relation to itself and the Instruments only) accepts responsibility for the information
contained in this Base Prospectus and any relevant Final Terms (as defined herein). The Issuer declares
that, to the best of its knowledge, the information contained in this Base Prospectus is in accordance with
the facts and the Base Prospectus makes no omission likely to affect its import.
Each Tranche of Instruments will be issued on the terms set out herein under "Terms and Conditions of the
Instruments" (the "Conditions"), as completed by a document specific to such Tranche called final terms
(the "Final Terms") or as amended and/or replaced in a separate prospectus specific to such Tranche (the
"Drawdown Prospectus"), as described under "Final Terms and Drawdown Prospectuses" below. In the
case of a Tranche of Instruments which is the subject of a Drawdown Prospectus, each reference in this
Base Prospectus to (1) information being specified or identified in the relevant Final Terms shall be read
and construed as a reference to such information being specified or identified in the relevant Drawdown
Prospectus and (2) terms being completed by the relevant Final Terms shall be read and construed as a
reference to such terms being supplemented, amended and/or replaced by the relevant Drawdown
Prospectus, unless the context requires otherwise.
This document should be read and construed together with any supplement hereto and any other information
deemed to be incorporated by reference herein and, in relation to any Tranche of Instruments which is the
subject of Final Terms, should be read and construed together with the relevant Final Terms.
The Issuer has confirmed to the dealers (the "Dealers") named under "Subscription and Sale" below that
this Base Prospectus contains all information which is material in the context of the Instruments; that the
Base Prospectus is true, accurate and complete in all material respects and is not misleading; that the
opinions and intentions expressed therein are honestly held and based on reasonable assumptions; that there
are no other facts in relation to the information contained or incorporated by reference in this Base
Prospectus or in relation to such opinions or intentions the omission of which would, in the context of the
Programme or the issue of the Instruments, make any statement in this Base Prospectus or the opinions or
intentions expressed therein misleading in any material respect; and that all reasonable enquiries have been
made to verify the foregoing. The Issuer has further confirmed to the Dealers that this Base Prospectus
contains all such information as may be required by all applicable laws, rules and regulations.
No person has been authorised by the Issuer to give any information or to make any representation not
contained in or not consistent with this Base Prospectus or any documents incorporated by reference herein
or other document entered into in relation to the Programme or any information supplied by the Issuer or
such other information as is in the public domain and, if given or made, such information or representation
should not be relied upon as having been authorised by the Issuer or any Dealer.
No representation or warranty is made or implied by the Dealers or any of their respective affiliates, and
neither the Dealers nor any of their respective affiliates makes any representation or warranty or accepts
any responsibility, as to the accuracy or completeness of the information contained in this Base Prospectus.
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or
purchase any Instruments and should not be considered as a recommendation by the Issuer, the Dealers or
any of them that any recipient of this Base Prospectus or any Final Terms should subscribe for or purchase
any Instruments. Each recipient of this Base Prospectus or any Final Terms shall be taken to have made its
own investigation and appraisal of the condition (financial or otherwise) of the Issuer.
None of the Dealers or any of their respective affiliates accepts any responsibility for any social,
environmental and sustainability assessment of any Instruments issued under the Programme as green
bonds (each, a "Green Bond") or makes any representation or warranty or assurance whether such
Instruments will meet any investor expectations or requirements regarding such "green", "sustainable",
"social" or similar labels. None of the Dealers or any of their respective affiliates is responsible for the use
or allocation of proceeds for any Instruments issued as Green Bonds, nor the impact or monitoring of such
use of proceeds nor do any of the Dealers undertake to ensure that there are at any time sufficient Green
Projects (as defined in the section "Risk Factors" below) to allow for allocation of a sum equal to the net
proceeds of the issue of such Green Bonds in full. In addition none of the Dealers is responsible for the
assessment of the Issuer's Green Bond Framework (as defined in the section "Use of Proceeds" below)
10245984503-v29
- i -
70-41045813




including the assessment of the applicable eligibility criteria in relation to Green Bonds set out in therein.
Additionally, the Arranger and the Dealers are not responsible for the assessment of the Green Bond
Framework, the Criteria Document or the Second Opinion, nor do they accept any responsibility as to the
accuracy and completeness of the information contained in the Green Bond Framework, the Criteria
Document, the Second Opinion or any Green Bond Report, opinion, certification, assessment,
Environmental, Social, and Governance ("ESG") rating or other report in connection with the Green Bond
Framework or any Instruments issued as Green Bonds. No representation or assurance is given by the
Dealers or any of their respective affiliates as to the suitability or reliability of any opinion, certification or
ESG rating of any third party made available in connection with an issue of Instruments issued as Green
Bonds (whether or not solicited by the Issuer), nor is any such opinion, certification or ESG rating a
recommendation by any Dealer or any of its affiliates to buy, sell or hold any such Instruments and is
current only as of the date it is issued. The criteria and/or considerations that formed the basis of the Second
Opinion or any such other opinion or certification may change at any time and the Second Opinion may be
amended, updated, supplemented, replaced and/or withdrawn. Prospective investors must determine for
themselves the relevance of any such opinion or certification and/or the information contained therein. The
Issuer's Green Bond Framework may also be subject to review and change and may be amended, updated,
supplemented, replaced and/or withdrawn from time to time and any subsequent version(s) may differ from
any description given in this Base Prospectus. The Second Opinion provides an opinion on certain
environmental and related considerations and is not intended to address any credit, market or other aspects
of an investment in any Instruments, including without limitation market price, marketability, investor
preference or suitability of any security. The Second Opinion is a statement of opinion, not a statement of
fact. In the event any such Instruments are, or are intended to be, listed, or admitted to trading on a dedicated
"green", "sustainable" or other equivalently-labelled segment of a stock exchange or securities market, no
representation or assurance is given by the Dealers or any of their respective affiliates that such listing or
admission will be obtained or maintained for the lifetime of the Instruments. None of the Green Bond
Framework, the Criteria Document, the Second Opinion, the Green Bond Reports, any other certification,
report or opinion relating to the Green Bond Framework and/or Instruments issued as Green Bonds, any
document referred to in any of the foregoing, or the contents of any website referred to herein or therein
are, or are deemed to be, incorporated in, or form part of, this Base Prospectus and/or any Final Terms
relating to Instruments issued as Green Bonds. Defined terms used in this paragraph have the meanings
given to them elsewhere in this Base Prospectus.
The Issuer and its Instruments may be the subject of unsolicited ESG ratings. Any such ESG ratings are not
necessarily indicative of the Issuer's current or future operating or financial performance, or any future
ability to service any Instruments. Furthermore, ESG ratings shall not be deemed to be a recommendation
by the Issuer, the Dealers or any other person to buy, sell or hold Instruments. ESG ratings may vary
amongst ESG ratings agencies as the methodologies used to determine ESG ratings may differ. Currently,
the providers of such ESG ratings are not subject to any regulatory or other similar oversight in respect of
their determination and award of ESG ratings.
Neither the delivery of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any
Instrument shall, in any circumstances, create any implication that the information contained in this Base
Prospectus is true subsequent to the date thereof or the date upon which this Base Prospectus has been most
recently amended or supplemented or that there has been no adverse change in the financial or trading
position of the Issuer since the date thereof or, if later, the date upon which this Base Prospectus has been
most recently amended or supplemented or that any other information supplied in connection with the
Programme is correct at any time subsequent to the date on which it is supplied or, if different, the date
indicated in the document containing the same.
The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the
Instruments in certain jurisdictions may be restricted by law. Persons into whose possession this Base
Prospectus or any Final Terms comes are required by the Issuer and the Dealers to inform themselves about
and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries
of Instruments and on the distribution of this Base Prospectus or any Final Terms and other offering material
relating to the Instruments, see "Subscription and Sale" and "Transfer Restrictions".
In particular, the Instruments have not been and will not be registered under the Securities Act or with any
securities regulatory authority of any state or other jurisdiction of the United States and may include
Instruments in bearer form, which are subject to U.S. tax law requirements. Instruments may not be offered,
sold or delivered within the United States or to, or for the account or benefit of, U.S. persons, except in
transactions exempt from the registration requirements of the Securities Act.
10245984503-v29
- ii -
70-41045813




THE INSTRUMENTS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S.
SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN
THE UNITED STATES OR ANY OTHER U.S. REGULATORY AUTHORITY, AND NONE OF
THE FOREGOING AUTHORITIES HAVE PASSED UPON OR ENDORSED THE MERITS OF
THE OFFERING OF INSTRUMENTS OR THE ACCURACY OR THE ADEQUACY OF THIS
BASE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENCE IN THE UNITED STATES.
The Instruments are being offered and sold outside the United States only to persons that are non-U.S.
persons in reliance on Regulation S and within the United States only to QIBs that are also QPs in reliance
on Rule 144A. Prospective purchasers are hereby notified that sellers of the Instruments may be relying on
the exemption from the provision of Section 5 of the Securities Act provided by Rule 144A. For a
description of these and certain further restrictions on offers, sales, and transfers of Instruments and
distribution of this Base Prospectus, see "Subscription and Sale" and "Transfer Restrictions".
The Issuer will seek to qualify for an exemption from the definition of "investment company" under the
U.S. Investment Company Act of 1940, and will not register as an investment company in the United States
under the Investment Company Act. The Investment Company Act provides certain protections to investors
and imposes certain restrictions on registered investment companies, none of which will be applicable to
the Issuer or its investors.
Redemption of some Instruments may be made by delivery or transfer of securities or instrument(s) in a
company or fund (for example, shares of a company or fund shares of an exchange traded fund). The shares
of underlying entities which may be delivered or transferred (as the case may be) upon redemption of
Physical Delivery Instruments (as defined in the Conditions) are not shares in the Issuer.
As a result of the implementation of the BRRD (as defined herein) into Norwegian law, Holders of the
Instruments may be subject to write-down or conversion into equity on any application of the general bail-
in tool, which may result in such holders losing some or all of their investment. See "Risk Factors ­ Risks
Relating to the Issuer ­ Implementation of the Bank Recovery and Resolution Directive in Norway", "Risk
Factors ­ Risks Relating to the Instruments ­ Under the terms of the Instruments, investors will agree to be
bound by and consent to the exercise of any Norwegian bail-in power by the Norwegian resolution
authority" and Condition 20 in the Conditions.
Except for Conditions 3.2 and 20 (which are governed by the laws of the Kingdom of Norway), the
Instruments, all related contractual documentation (except for the VPS Agreement and the VPS Trustee
Agreement, which are governed by Norwegian law) and any non-contractual obligations arising out of or
in connection with them (except as aforesaid) are governed by English law. No assurance can be given as
to the impact of any possible judicial decision or change to the laws of the Kingdom of Norway or England
or administrative practice after the date of this Base Prospectus.
As at the date of this Base Prospectus, the Issuer is a limited liability company owned entirely by the
Norwegian State represented by the Ministry of Local Government and Regional Development and is
subject to the act of 13 June 1997 No 44 on Limited Liability Companies, as amended (the "Limited
Liability Companies Act") (see "Risk Factors ­ Factors which may affect the Issuer's ability to fulfil its
obligations under Instruments issued under the Programme ­ Risks relating to ownership by the Norwegian
State"). However, the Norwegian State does not guarantee any of the Issuer's obligations including the
Instruments and payment to Holders of Instruments is therefore solely dependent on the creditworthiness
of the Issuer.
The Issuer confirms that any information from third party sources has been accurately reproduced and that,
so far as it is aware and is able to ascertain from information published by such third party source, no facts
have been omitted which would render the reproduced information inaccurate or misleading.
IMPORTANT ­ EEA RETAIL INVESTORS
If the relevant Final Terms in respect of any Instruments includes a legend entitled "Prohibition of Sales to
EEA Retail Investors", the Instruments are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11)
of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "EU
10245984503-v29
- iii -
70-41045813




Insurance Distribution Directive"), where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "EU PRIIPs Regulation") for offering or selling the
Instruments or otherwise making them available to retail investors in the EEA has been prepared and
therefore offering or selling the Instruments or otherwise making them available to any retail investor in
the EEA may be unlawful under the EU PRIIPs Regulation.
IMPORTANT ­ UK RETAIL INVESTORS
If the relevant Final Terms in respect of any Instruments includes a legend entitled "Prohibition of Sales to
UK Retail Investors", the Instruments are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail investor in the UK. For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8)
of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law of the UK by virtue of the
EUWA; or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act
2000, as amended (the "FSMA") and any rules or regulations made under the FSMA to implement the EU
Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined
in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law of the UK by
virtue of the EUWA. Consequently no key information document required by the EU PRIIPs Regulation
as it forms part of domestic law of the UK by virtue of the EUWA (the "UK PRIIPs Regulation") for
offering or selling the Instruments or otherwise making them available to retail investors in the UK has
been prepared and therefore offering or selling the Instruments or otherwise making them available to any
retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
MiFID II PRODUCT GOVERNANCE / TARGET MARKET
The relevant Final Terms in respect of any Instruments may include a legend entitled "MiFID II Product
Governance" which will outline the target market assessment in respect of the Instruments and which
channels for distribution of the Instruments are appropriate. Any person subsequently offering, selling or
recommending the Instruments (a "distributor") should take into consideration the target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Instruments (by either adopting or refining the target market assessment) and
determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"),
any Dealer subscribing for any Instruments is a manufacturer in respect of such Instruments, but otherwise
neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the
purpose of the MiFID Product Governance Rules.
UK MiFIR PRODUCT GOVERNANCE / TARGET MARKET
The relevant Final Terms in respect of any Instruments may include a legend entitled "UK MiFIR Product
Governance" which will outline the target market assessment in respect of the Instruments and which
channels for distribution of the Instruments are appropriate. Any distributor should take into consideration
the target market assessment; however, a distributor subject to the Handbook Product Intervention and
Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") of the UK Financial
Conduct Authority (the "FCA") is responsible for undertaking its own target market assessment in respect
of the Instruments (by either adopting or refining the target market assessment) and determining appropriate
distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR
Product Governance Rules, any Dealer subscribing for any Instruments is a manufacturer in respect of such
Instruments, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be
a manufacturer for the purpose of the UK MiFIR Product Governance Rules.
IMPORTANT ­ INDEX LINKED INSTRUMENTS
By purchasing an Index Linked Instrument (as defined herein) referencing an index with one or more
underlying U.S. securities, an investor will be deemed to represent that it has not taken, and will not take,
any short position with respect to any of the underlying components of the relevant index that would cause
10245984503-v29
- iv -
70-41045813




it to cease to be a Qualified Index (as defined herein) with respect to such investor, see "Risk Factors ­
Risks Relating to the Instruments ­ U.S. withholding tax may apply to Instruments with payments linked to
dividends paid by U.S. issuers".
No Index Linked Instruments will be issued referencing an index composed by the Issuer.
PRODUCT CLASSIFICATION PURSUANT TO SECTION 309B OF THE
SECURITIES AND FUTURES ACT 2001 OF SINGAPORE
The Final Terms in respect of any Instruments may include a legend entitled "Singapore Securities and
Futures Act Product Classification" which will state the product classification of the Instruments pursuant
to Section 309B(1) of the Securities and Futures Act 2001 of Singapore (as modified or amended from time
to time, the "SFA"). The Issuer will make a determination in relation to each relevant issue about the
classification of Instruments being offered for the purposes of Section 309B(1)(a). Any such legend
included on the relevant Final Terms will constitute notice to the "relevant persons" for the purposes of
Section 309B(1)(c) of the SFA.
EU BENCHMARKS REGULATION
Interest and/or other amounts payable under the Instruments may be calculated by reference to certain
indices and reference rates, including BBSW, BKBM, STR, EONIA, EURIBOR, NIBOR, SOFR, SONIA,
STIBOR and the U.S. Federal Funds Rate (each as defined herein). Any such reference rate or index may
constitute a benchmark for the purposes of Regulation (EU) 2016/1011 (the "EU Benchmarks
Regulation").
As at the date of this Base Prospectus, the European Money Markets Institute, the administrator of EONIA
and EURIBOR, ASX Benchmarks Limited, the administrator of BBSW and Norske Finansielle Referanser
AS, the administrator of NIBOR, are included in the register of administrators and benchmarks established
and maintained by the European Securities and Markets Authority ("ESMA") under the EU Benchmarks
Regulation.
As at the date of this Base Prospectus, none of the New Zealand Financial Markets Association, the
administrator of BKBM, the European Central Bank, the administrator of STR, the Federal Reserve Bank
of New York, the administrator of SOFR and the U.S. Federal Funds Rate, the Bank of England, the
administrator of SONIA, and Financial Benchmarks Sweden AB, the administrator of STIBOR, are
included in ESMA's register of administrators and benchmarks under the EU Benchmarks Regulation.
However, Article 51 (Transitional provisions) of the EU Benchmarks Regulation provides that providers
of benchmarks that qualify as critical benchmarks or as third country benchmarks already providing a
benchmark on 30 June 2016 have until 31 December 2023 to apply for authorisation or registration in
accordance with Article 34 (Authorisation and registration of an administrator) of the EU Benchmarks
Regulation and may continue to provide such an existing critical benchmark until 31 December 2023 or,
where the provider submits an application for authorisation or registration, unless and until such
authorisation or registration is refused. Similarly, third country benchmarks already used in the EU prior to
31 December 2023 can continue to be used. Additionally, benchmarks administered by a central bank or
by a public authority, where it contributes data to, provides, or has control over the provision of, benchmarks
for public policy purposes, including measures of employment, economic activity, and inflation do not fall
within the scope of the EU Benchmarks Regulation. Such transitional provisions and exemptions may have
the result that the administrator of a particular benchmark is not required to appear in the register of
administrators and benchmarks at the date of the Final Terms. The registration status of any administrator
under the EU Benchmarks Regulation is a matter of public record and, save where required by applicable
law, the Issuer does not intend to update the Final Terms to reflect any change in the registration status of
the administrator.
DEFINITIONS
In this Base Prospectus, unless otherwise specified, references to the "EEA" are references to the European
Economic Area, references to a "Member State" are references to a Member State of the EEA, references
to the "UK" are references to the United Kingdom, the expression "Prospectus Regulation" means
Regulation (EU) 2017/1129, references to "EUR", "" or "euro" are to the currency introduced at the start
of the third stage of European economic and monetary union, and as defined in Article 2 of Council
10245984503-v29
- v -
70-41045813




Regulation (EC) No 974/98 of 3 May 1998 on the introduction of the euro, as amended, references to the
"US", the "U.S." and the "United States" are to the United States of America, references to "U.S.$", "USD"
and "U.S. dollars" are to the lawful currency of the United States, references to "£", "Sterling" and "Pound
Sterling" are to the lawful currency of the UK, references to "JPY" and "Japanese Yen" are to the lawful
currency of Japan, references to "NOK" and "Norwegian krone" are to the lawful currency of the Kingdom
of Norway, references to "Renminbi" and "CNY" are to the lawful currency of the People's Republic of
China (excluding the Hong Kong Special Administrative Region of the PRC, the Macau Special
Administrative Region of the PRC and Taiwan) (the "PRC"), references to "S$" are to the lawful currency
of Singapore, references to "Moody's" are to Moody's Investors Service (Nordics) AB and references to
"S&P" are references to S&P Global Ratings UK Limited.
Any reference in this Base Prospectus to any legislation (whether primary legislation or regulations or other
subsidiary legislation made pursuant to primary legislation) shall be construed as a reference to such
legislation as the same may have been, or may from time to time be, amended, superseded or re-enacted.
ENFORCEMENT OF FOREIGN JUDGMENTS
The Issuer is a government funding agency incorporated under the laws of the Kingdom of Norway. All of
the officers and directors named herein reside outside of the United States and all or a substantial portion
of the assets of the Issuer and its officers and directors are located outside the United States. As a result,
prospective investors may have difficulties effecting service of process in the United States upon the Issuer
or such persons in connection with any lawsuits related to the Instruments, including actions arising under
the federal securities laws of the United States. In addition, investors may have difficulties in enforcing in
original actions brought in courts in jurisdictions outside the United States, liabilities predicated upon U.S.
securities laws.
AVAILABLE INFORMATION
The Issuer has agreed that, for so long as any Instruments are "restricted securities" as defined in
Rule 144(a)(3) under the Securities Act, it will during any period that it is neither subject to Section 13 or
15(d) of the U.S. Securities and Exchange Act of 1934, as amended (the "Exchange Act"), nor exempt
from reporting pursuant to Rule 12g3-2(b) thereunder furnish, upon request, to any Holder or beneficial
owner of Instruments or any prospective purchaser designated by any such Holder (as defined herein) or
beneficial owner, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities
Act.
STABILISATION
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF INSTRUMENTS, THE DEALER OR
DEALERS (IF ANY) NAMED AS THE STABILISATION MANAGER(S) IN THE RELEVANT FINAL
TERMS (THE "STABILISATION MANAGER(S)") (OR PERSONS ACTING ON BEHALF OF ANY
STABILISATION MANAGER(S)) MAY OVERALLOT INSTRUMENTS OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE INSTRUMENTS
AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.
HOWEVER, STABILISATION MAY NOT NECESSARILY OCCUR. ANY STABILISATION
ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE
OF THE FINAL TERMS OF THE OFFER OF THE RELEVANT TRANCHE OF INSTRUMENTS IS
MADE AND, IF BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO LATER THAN THE
EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE RELEVANT TRANCHE OF
INSTRUMENTS AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE RELEVANT
TRANCHE OF INSTRUMENTS. ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST
BE CONDUCTED BY THE STABILISATION MANAGER(S) (OR PERSONS ACTING ON BEHALF
OF THE STABILISATION MANAGER(S)) IN ACCORDANCE WITH ALL APPLICABLE LAWS
AND RULES.
FORWARD-LOOKING STATEMENTS
This Base Prospectus includes "forward-looking statements". All statements other than statements of
historical fact included in this Base Prospectus, including, without limitation, those regarding the Issuer's
financial position, business strategy, plans and objectives of management for future operations, are forward-
10245984503-v29
- vi -
70-41045813




looking statements. These forward-looking statements are identified by their use of terms and phrases such
as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will"
and similar terms and phrases, including references to assumptions.
Such forward-looking statements are not guarantees of future performance and involve known and
unknown risks, uncertainties and other factors which may cause the actual results, performance or
achievements, or industry results.
If one or more of the risks or uncertainties described under "Risk Factors" or elsewhere in this Base
Prospectus materialise, or if underlying assumptions prove incorrect, the Issuer's actual results, performance
or achievements or industry results may be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such forward-looking statements
are based on numerous assumptions regarding the Issuer's present and future business strategies and the
environment in which the Issuer will operate in the future. These forward-looking statements speak only as
of the date of this Base Prospectus or as of such earlier date at which such statements are expressed to be
given. The Issuer expressly disclaims any obligation or undertaking to release publicly any updates or
revisions to any forward-looking statement contained herein to reflect any change in the Issuer's
expectations with regard thereto or any change in events, conditions or circumstances on which any such
statement is based.
10245984503-v29
- vii -
70-41045813




CONTENTS

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

10245984503-v29
- viii -
70-41045813




OVERVIEW
The following overview does not purport to be complete and is taken from, and is qualified in its entirety
by, the remainder of this Base Prospectus and, in relation to the terms and conditions of any particular
Tranche of Instruments, the relevant Final Terms. The Issuer and any relevant Dealer may agree that
Instruments shall be issued in a form other than that contemplated in the Conditions, in which event, in
the case of listed Instruments only and if appropriate, a Drawdown Prospectus will be published.
Words and expressions defined in the Conditions or elsewhere in this Base Prospectus have the same
meanings in this overview.
This overview constitutes a general description of the Programme for the purposes of Article 25(1) of
Commission Delegated Regulation (EU) No. 2019/980.
Issuer:
Kommunalbanken AS
Arranger:
Morgan Stanley & Co. International plc
Dealers:
Bank of Montreal, London Branch, Barclays Bank Ireland
PLC, BNP Paribas, BofA Securities Europe SA, Citigroup
Global Markets Europe AG, Citigroup Global Markets
Limited, Crédit Agricole Corporate and Investment Bank,
Daiwa Capital Markets Europe Limited, Deutsche Bank
Aktiengesellschaft, Goldman Sachs Bank Europe SE, HSBC
Continental Europe, J.P. Morgan SE, Kommunalbanken AS,
Mizuho Securities Europe GmbH, Morgan Stanley & Co.
International plc, Nomura International plc, RBC Europe
Limited, Skandinaviska Enskilda Banken AB (publ), TD
Global Finance unlimited company, UBS Europe SE and any
other dealer appointed from time to time by the Issuer either
generally in respect of the Programme or in relation to a
particular Tranche of Instruments.
Issue and Paying Agent:
Deutsche Bank AG, London Branch
U.S. Paying Agent, U.S. Registrar
Deutsche Bank Trust Company Americas
and U.S. Transfer Agent:
Non-U.S. Paying Agent, Non-U.S.
Deutsche Bank Luxembourg S.A.
Registrar and Non-U.S. Transfer
Agent:
VPS Account Operator:
Nordea Bank Abp
Luxembourg Listing Agent:
Deutsche Bank Luxembourg S.A.
Programme Size:
The Programme has an unlimited programme amount.
Issuance in Series:
Instruments will be issued in series (each, a "Series"). Each
Series may comprise one or more tranches ("Tranches" and
each, a "Tranche") issued on different issue dates. The
Instruments of each Series will all be subject to identical terms,
except that the issue date, issue price and the amount of the
first payment of interest may be different in respect of different
Tranches. The Instruments of each Tranche will all be subject
to identical terms in all respects save that a Tranche may
comprise Instruments of different denominations.
Form of Instruments:
Instruments may be issued in bearer form ("Bearer
Instruments"), in registered form ("Registered
Instruments"), or in uncertificated book entry form registered
in accordance with section 3-1 of the Norwegian Securities
10245984503-v29
- 1 -
70-41045813



Document Outline