Obligation DNB Ban ASA 6.5% ( XS1506066676 ) en USD

DNB Ban ASA

100 % ⇌

Norvege

XS1506066676 ( en USD )

6.5% par an ( paiement annuel )

Perpétuelle - Obligation échue

Prospectus brochure de l'obligation DNB Bank ASA XS1506066676 en USD 6.5%, échue

200 000 USD

750 000 000 USD

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 USD, avec le code ISIN XS1506066676, paye un coupon de 6.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

PROSPECTUS dated 25 June 2019

DNB Bank ASA
(incorporated in Norway)
NOK 2,700,000,000
Floating Rate Perpetual Additional Tier 1 Capital Notes
Issue Price: 100 per cent.
The NOK 2,700,000,000 Floating Rate Perpetual Additional Tier 1 Capital Notes (the "Notes") will constitute undated, unsecured and subordinated
obligations of DNB Bank ASA (the "Bank" or the "Issuer"), a public limited liability company organised under the laws of the Kingdom of Norway
("Norway"), and will constitute Fondsobligasjoner and will be issued on the Terms and Conditions of the Notes set out herein (the "Conditions",
and references to a number Condition shall be construed accordingly).
The Notes will be denominated in Norwegian kroner and will bear interest on their outstanding principal amount from time to time at a floating rate of
interest equal to 3-month NIBOR plus a margin of 3.50 per cent. per annum. The Conditions provide for the replacement of NIBOR as the applicable
reference rate if a Benchmark Event occurs see Condition 5.8. Interest will be payable quarterly in arrear on 27 March, 27 June, 27 September and
27 December in each year commencing 27 September 2019, as any such date may be adjusted in accordance with the relevant business day
convention (each an "Interest Payment Date"), provided that any payment of interest may be cancelled, in whole or in part, in the sole and full
discretion of the Issuer, and shall be cancelled (in whole or in part) in certain circumstances described in Condition 6 (Interest Cancellation) and
following the occurrence of a Trigger Event (as further described in Condition 7 (Loss Absorption Following a Trigger Event)). The Financial
Supervisory Authority of Norway (Finanstilsynet) (the "Norwegian FSA") may also direct the Bank to exercise its discretion to cancel interest
scheduled to be paid on any Interest Payment Date. Interest which has been cancelled in accordance with the Conditions will not accumulate, and
holders of the Notes will not at any time be entitled to any such cancelled interest.
If at any time the CET1 Ratio of the Bank, the Bank Group or the DNB Group falls below 5.125 per cent., the Outstanding Principal Amount
of the Notes will be Written Down by the Write-Down Amount, as further provided in Condition 7 (Loss Absorption Following a Trigger
Event). The Outstanding Principal Amount may, in the sole discretion of the Bank and subject to certain conditions, be subsequently
reinstated (in whole or in part) out of the profits generated by the Bank, the Bank Group or the DNB Group, as further described in
Condition 8 (Discretionary Reinstatement of the Notes).
The principal amount of the Notes may also, in certain circumstances, be (i) written down by the shareholders of the Bank or by the
Norwegian authorities pursuant to powers granted to them under Chapter 21 sub-chapter I of the Norwegian Act on Financial Institutions
and Financial Groups of 10 April 2015 No. 17 (Lov om finansforetak og finanskonsern av 10. april 2015 No. 17) (the "Financial Institutions
Act") and/or (ii) written down or converted to common equity tier 1 items by the Norwegian resolution authorities pursuant to the
Norwegian implementation of Directive 2014/59/EU as set forth in Chapter 20 of the Financial Institutions Act, in each case as further
described herein.
The Notes will be perpetual with no fixed maturity date. The Bank may, in its sole discretion but subject to the approval of the Norwegian FSA and to
compliance with Applicable Banking Regulations, elect to redeem the Notes (in whole but not in part) (i) on the Interest Payment Date falling in or
nearest to June 2024 (the "First Call Date") or any Interest Payment Date thereafter, provided that any principal amount by which the Notes have
been Written Down pursuant to Condition 7 has first been reinstated in full pursuant to Condition 8, or (ii) on any Interest Payment Date following the
occurrence of a Tax Event, a Withholding Tax Event or a Capital Event (each as defined in the Conditions). In any such case, the Notes will be
redeemed at their Redemption Amount.
If at any time a Tax Event, a Withholding Tax Event or a Capital Event occurs and is continuing, or in order to ensure the effectiveness and
enforceability of Condition 20, the Bank may, instead of redeeming the Notes as aforesaid, subject to the approval of the Norwegian FSA and to
compliance with Applicable Banking Regulations, elect in its sole discretion either to substitute all (but not some only) of the Notes for, or to vary the
terms of the Notes provided that they remain or become, Qualifying Additional Tier 1 Notes.
Investing in the Notes involves significant risks. Please review carefully the section entitled "Risk Factors" in this Prospectus.
This Prospectus has been approved by the Central Bank of Ireland (the "Central Bank"), as competent authority under Directive 2003/71/EC, as
amended or superseded (the "Prospectus Directive"). The Central Bank only approves this Prospectus as meeting the requirements imposed under
Irish and EU law pursuant to the Prospectus Directive. Such approval relates only to the Notes which are to be admitted to trading on a regulated
market for the purposes of Directive 2014/65/EU and/or which are to be offered to the public in any Member State of the European Economic Area.
Applications have also been made (i) to the Irish Stock Exchange trading as Euronext Dublin ("Euronext Dublin") for the Notes to be admitted to the
official list of Euronext Dublin (the "Official List") and to trading on the regulated market of Euronext Dublin and (ii) to the Oslo Stock Exchange,
Oslo Børs, for the Notes to be listed on the regulated market of the Oslo Stock Exchange. The regulated market of Euronext Dublin and the Oslo
Stock Exchange are regulated markets for the purposes of Directive 2014/65/EU.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and, subject to certain
exceptions, 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 ("Regulation S")). For a description of these and certain further restrictions on offers, sales and transfers of the Notes and
distribution of this Prospectus, see "Selling Restrictions".
The Notes are not intended to be offered, sold or otherwise made available, and should not be offered, sold or otherwise made available, to
retail clients in the European Economic Area ("EEA"), as defined in the rules set out in Directive 2014/65/EU, as amended or replaced from
time to time ("MiFID II"). Prospective investors are referred to the section headed "Prohibition on marketing and sales to retail investors" on
page 2 of this Prospectus for further information.
The Notes will be issued in uncertificated, de-materialised book-entry form in denominations of NOK1,000,000 each and will be registered in the
Norwegian Central Securities Depositary, the Verdipapirsentralen (the "VPS").
The Notes are expected to be rated "BBB" by S&P Global Ratings Europe Limited ("S&P"). In addition, the Issuer has been assigned credit ratings
of "AA-" by S&P, "Aa2" by Moody's Investors Service Ltd ("Moody's") and "AA (low)" by DBRS Ratings Limited ("DBRS"). Each of S&P,
Moody's and DBRS is a credit rating agency established in the European Union and registered under the Regulation (EC) No. 1060/2009 (as amended)
(the "CRA Regulation"). 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.
Sole Manager
DNB Bank ASA

IMPORTANT INFORMATION
This Prospectus comprises a prospectus for the purposes of Article 5.3 of the Prospectus Directive. The Issuer
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 Prospectus is to be read in conjunction with all the documents which are incorporated herein by reference
(see "Documents Incorporated by Reference"). This Prospectus shall be read and construed on the basis that such
documents are incorporated in and form part of this Prospectus and references herein to "this Prospectus" shall be
construed accordingly.
Certain information under "Description of the Bank and the DNB Group" has been extracted from Statistics
Norway which is a publicly available third-party source of information and reference to this source is included
herein. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware,
and is able to ascertain from information published by such sources, no facts have been omitted which would
render the reproduced information inaccurate or misleading.
No person other than the Issuer (in such capacity) has 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 DNB Bank ASA in its capacity as sole manager (the "Manager") as to the accuracy or
completeness of the information contained or incorporated in this Prospectus or any other information provided by
the Issuer in connection with the Notes or their distribution. The statements made in this paragraph are made
without prejudice to the responsibility of the Issuer (in such capacity).
No person has been authorised by the Issuer or the Manager to give any information or to make any
representations other than those contained in this Prospectus and, if given or made, such information or
representations must not be relied upon as having been authorised by or on behalf of the Issuer or the Manager.
Neither this Prospectus nor any other information supplied in connection with the Notes (i) is intended to provide
the basis of any credit or other evaluation or (ii) should be considered as a recommendation or as constituting an
invitation or offer by the Issuer or the Manager that any recipient of this Prospectus or any other information
supplied in connection with the 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 Notes constitutes an offer by or on behalf of the Issuer or the Manager 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 or that any other information supplied in connection
with the Notes is correct as of any time subsequent to the date indicated in the document containing the same.
Neither the Issuer nor the Manager undertakes to review the financial condition or affairs of the Issuer during the
life of the Notes for the benefit of any investor in the Notes. Prospective investors should review, inter alia, the
documents deemed to be incorporated herein by reference when deciding whether or not to purchase any Notes.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy Notes in any jurisdiction to
any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this
Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. The Issuer and the
Manager do not represent that this Prospectus may be lawfully distributed, or that any Notes may be lawfully
offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant
to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or
offering. In particular, no action has been taken by the Issuer or the Manager which is intended to permit a public
offering of the Notes or distribution of this Prospectus in any jurisdiction where action for that purpose is required.
Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Prospectus nor any
advertisement or other offering material may be distributed or published in any jurisdiction, except under
circumstances that will result in compliance with any applicable laws and regulations. Persons into whose
possession this Prospectus or any Notes may come must inform themselves about, and observe, any such
restrictions on the distribution of this Prospectus and the offering and sale of Notes. In particular, there are
restrictions on the distribution of this Prospectus and the offer or sale of Notes in the United States, the United
Kingdom, Norway and Japan. For a further description of certain restrictions on offers and sales of the Notes and
on the distribution of this Prospectus, see "Selling Restrictions".

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PROHIBITION ON MARKETING AND SALES TO RETAIL INVESTORS
The Notes are complex financial instruments and are not a suitable or appropriate investment for all investors. In
some jurisdictions, regulatory authorities have adopted or published laws, regulations or guidance with respect to
the offer or sale of securities such as the Notes to retail investors. In particular, in June 2015, the United Kingdom
Financial Conduct Authority published the Product Intervention (Contingent Convertible Instruments and Mutual
Society Shares) Instrument 2015 (the "PI Instrument"). In addition, (i) on 1 January 2018, the provisions of
Regulation (EU) No. 1286/2014 on key information documents for packaged and retail and insurance-based
investment products ("PRIIPs") came into effect and (ii) MiFID II was required to be implemented in EU
member states by 3 January 2018. Together the PI Instrument, PRIIPs and MiFID II are referred to as the
"Regulations".
The Regulations set out various obligations in relation to (i) the manufacture and distribution of financial
instruments and (ii) the offering, sale and distribution of packaged retail and insurance-based investment products
and certain contingent write down or convertible securities, such as the Notes.
Potential investors in the Notes should inform themselves of, and comply with, any applicable laws, regulations or
regulatory guidance with respect to any resale of the Notes (or any beneficial interests therein) including the
Regulations.
The Manager is required to comply with some or all of the Regulations.
By purchasing, or making or accepting an offer to purchase, any Notes (or a beneficial interest therein) from the
Issuer and/or the Manager, each prospective investor represents, warrants, agrees with, and undertakes to, the
Issuer and the Manager that:
1.
it is not a retail client (as defined in MiFID II);
2.
whether or not it is subject to the Regulations, it will not:
i.
sell or offer the Notes (or any beneficial interest therein) to retail clients (as defined in MiFID II); or
ii.
communicate (including the distribution of this Prospectus, in preliminary or final form) or approve an
invitation or inducement to participate in, acquire or underwrite the Notes (or any beneficial interests
therein) where that invitation or inducement is addressed to or disseminated in such a way that it is likely
to be received by a retail client (as defined in MiFID II),

and in selling or offering the Notes or making or approving communications relating to the Notes, each
prospective investor may not rely on the limited exemptions set out in the PI Instrument; and
3.
it will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside or
outside the EEA) relating to the promotion, offering, distribution and/or sale of the Notes (and any
beneficial interest therein), including (without limitation) the Regulations (as applicable) and any such
laws, regulations and regulatory guidance relating to determining the appropriateness and/or suitability of
an investment in the Notes (or any beneficial interest therein) by investors in any relevant jurisdiction.
Each prospective investor further acknowledges that:
(i)
the identified target market for the Notes (for the purpose of the product governance obligations in MiFID
II) is eligible counterparties and professional clients only;
(ii)
all channels for distribution to eligible counterparties and professional clients are appropriate; and
(iii)
no key information document under PRIIPs has been prepared and therefore offering or selling the Notes
or otherwise making them available to any retail investor may be unlawful under PRIIPs.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting an
offer to purchase, any Notes (or any beneficial interest therein) from the Issuer and/or the Manager, the foregoing

2

representations, warranties, agreements and undertakings will be given by and be binding on both the agent and its
underlying client(s).
The Regulations must be complied with when selling the Notes to Norwegian investors in Norway.
PRIIPs Regulation: The Notes are not intended to be offered, sold or otherwise made available, and should not
be offered, sold or otherwise made available, to any retail investor. 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 the Directive 2002/92/EC (as amended or superseded), 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 PRIIPs for offering or selling the Notes or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise
making them available to any retail investor in the EEA may be unlawful under PRIIPs.
MiFID Product Governance: Solely for the purposes of the manufacturer's product approval process, the target
market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is
eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for
distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the
manufacturer's target market assessment. However, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the
manufacturer's target market assessment) and determining appropriate distribution channels.
SUITABILITY OF INVESTMENT
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must determine
the suitability of that investment in light of its own circumstances. In particular, each potential investor may wish
to consider, either on its own or with the help of its financial and other professional advisers, whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and
risks of investing in the Notes and the information contained or incorporated by reference in this
Prospectus or any applicable supplement;
(ii)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation, an investment in the Notes and the impact the Notes will have on its overall
investment portfolio;
(iii)
understands thoroughly the terms of the Notes and is familiar with the behaviour of financial markets;
(iv)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including where Norwegian kroner (the currency for principal and interest payments) is different from the
potential investor's currency; and
(v)
is able to evaluate possible scenarios for economic, interest rate and other factors that may affect its
investment and its ability to bear the applicable risks.
Legal investment considerations may restrict certain investments. The investment activities of certain investors
are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential
investor should consult its legal advisers to determine whether and to what extent (1) Notes are legal investments
for it, (2) Notes can be used as collateral for various types of borrowing and (3) other restrictions apply to its
purchase or pledge of any Notes. Financial institutions should consult their legal advisors or the appropriate
regulators to determine the appropriate treatment of Notes under any applicable risk-based capital or similar rules.
The Notes may be considered by eligible investors who are in a position to give the above representations,
warranties and undertakings and to be able to satisfy themselves that the Notes would constitute an understood,
measured, appropriate addition of risk to their overall portfolios. A potential investor should not invest in the
Notes unless it has the expertise (either alone or with the help of a financial adviser) to evaluate how the Notes

3

will perform under changing conditions, the resulting effects on the value of the Notes and the impact this
investment will have on the potential investor's overall investment portfolio.
Websites
In this Prospectus, references to websites or uniform resource locators ("URLs") are inactive textual references
and are included for information purposes only. The contents of any such website or URL shall not form part of,
or be deemed to be incorporated into, this Prospectus.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Presentation of Financial Information
Unless otherwise indicated, the financial information in this Prospectus relating to the Issuer, the Bank Group, the
DNB Group and the Parent has been derived from (i) the audited consolidated and non-consolidated annual
financial statements of the Issuer and the Parent for the financial years ended 31 December 2017 and 2018 and (ii)
the unaudited consolidated and non-consolidated interim financial statements of the Issuer and the Parent for the
three-month period ended 31 March 2019 (together, the "Financial Statements").
Each of the Issuer's and the Parent's financial year ends on 31 December, and references in this Prospectus to any
specific year are to the 12-month period ended on 31 December of such year. The Financial Statements have been
prepared in accordance with International Financial Reporting Standards ("IFRS") issued by the International
Accounting Standards Board as approved by the EU, and with the Norwegian Accounting Act and accounting
standards and practices generally accepted in Norway, respectively.

Certain figures included in this Prospectus have been subject to rounding adjustments; accordingly, figures shown
for the same category presented in different tables may vary slightly and figures shown as totals in certain tables
may not be an arithmetic aggregation of the figures which precede them.
Definitions and interpretation
In this Prospectus, references to:

the "DNB Group" are to DNB ASA and its subsidiaries (including the Issuer) as a whole;

the "Bank Group" are to the Issuer and its consolidated subsidiaries as a whole;

"NOK", "Norwegian kroner" or "kroner" are to the currency of Norway;

the "Norwegian FSA" are to The Financial Supervisory Authority of Norway (Finanstilsynet) or such
successor authority exercising primary supervisory authority with respect to prudential matters in relation to
the Issuer, the Bank Group and/or the DNB Group, as appropriate;

the "Parent" are to DNB ASA; and

the "Conditions" are to the Terms and Conditions of the Notes (and reference to a numbered Condition
shall be construed accordingly).
The language of this Prospectus is English. Certain legislative references and technical terms have been cited in
their original language in order that the correct technical meaning may be ascribed to them under applicable law.

4

BENCHMARKS REGULATION
Interest payable on the Notes will be calculated by reference to NIBOR. As at the date of this Prospectus, the
administrator of NIBOR (Norske Finansielle Referanser) is not included in ESMA's register of administrators
under Article 36 of the Regulation (EU) No. 2016/1011 (the "Benchmarks Regulation"). At the date of this
Prospectus, the transitional provisions in Article 51 of the Benchmarks Regulation apply, such that Norske
Finansielle Referanser is not currently required to obtain authorisation/registration.
FORWARD-LOOKING STATEMENTS
This Prospectus contains forward-looking statements, which reflect the current expectation of the DNB Group's
management 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, the documents referred to in "Documents Incorporated by Reference", "Risk
Factors" and "Description of the Bank and the DNB Group". These forward-looking statements address matters
such as:
·
the DNB Group's, the Bank's and the Bank Group's business strategy and financial targets;
·
performance of the financial markets;
·
future prospects of the DNB Group, the Bank and the Bank Group 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 and/or the Bank Group's
and/or the DNB Group'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.

5

TABLE OF CONTENTS
Clause
Page
Risk Factors ........................................................................................................................................................................ 7
Documents Incorporated by Reference ............................................................................................................................. 45
Overview of the Notes ...................................................................................................................................................... 47
Terms and Conditions of the Notes .................................................................................................................................. 57
Use of Proceeds ................................................................................................................................................................ 84
Description of the Bank and the DNB Group ................................................................................................................... 85
Taxation .......................................................................................................................................................................... 100
Selling Restrictions ......................................................................................................................................................... 103
General Information........................................................................................................................................................ 105

6

RISK FACTORS
In purchasing Notes, investors assume the risk that the Issuer may become insolvent or otherwise be unable to
make all payments due in respect of the Notes. There is a wide range of factors which individually or together
could result in the Issuer becoming unable to make all payments due in respect of the Notes. It is not possible to
identify all such factors or to determine which factors are most likely to occur, as the Issuer may not be aware of
all relevant factors and certain factors which it currently deems not to be material may become material as a
result of the occurrence of events outside the Issuer's control. The Issuer has identified in this Prospectus a
number of factors which could materially adversely affect its business and ability to make payments due under the
Notes. All of these factors are contingencies which may or may not occur and the Issuer is not in a position to
express a view on the likelihood of any such contingency occurring.
In addition, factors which the Issuer believes may be material for the purpose of assessing the market risks
associated with the Notes are described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in the Notes,
but the Issuer may be unable to pay interest, principal or other amounts on or in connection with the Notes for
other reasons which may not be considered significant risks by the Issuer based on information currently
available to it and which it may not currently be able to anticipate. Prospective investors should also read the
detailed information set out elsewhere in this Prospectus, including the information incorporated by reference
herein, and reach their own views prior to making any investment decision.
Capitalised terms used and not otherwise defined in this section have the meanings given to such terms in "Terms
and Conditions of the Notes" or on page 4 of this Prospectus.
FACTORS THAT MAY AFFECT THE ISSUER'S ABILITY TO FULFIL ITS OBLIGATIONS UNDER
THE NOTES
Risks Related to the Macroeconomic Conditions
Disruptions and volatility in the global financial markets may adversely impact the Bank Group
The global capital and credit markets have been characterised by volatility in recent years. Challenging market
conditions have resulted in greater volatility but also in reduced liquidity, widening of credit spreads and lack of
price transparency in credit markets. Global markets and economic conditions have been negatively impacted for
several years by various factors including market perceptions regarding the ability of certain EU Member States to
service their sovereign debt obligations, including Greece, Ireland, Italy, Portugal and Spain. Concerns about
credit risk (including that of sovereign governments) are influenced by the market's perception of the global
economy generally, as well as perceptions of the strength of the European banking sector. Slower growth and
higher unemployment than expected in Europe, in China and in other large economies could trigger heightened
credit risk in the financial markets.
Although Norway is not a member of the EU, economic developments within the EU significantly affect Norway
and the Bank Group as the EU is one of Norway's principal trading partners and Norway is a member of the
broader EEA. Economic conditions in the EU are further subject to the risks of slowdown and volatility as a result
of the considerable uncertainty surrounding the United Kingdom's public vote on 23 June 2016 to leave the EU
and uncertainty as to whether and to what extent this exit may also negatively impact the European markets.
The precise nature of all the risks and uncertainties that the Bank Group faces as a result of the global economic
outlook cannot be identified and many of these risks are outside Bank Group's control. No assurance can be given
as to future economic conditions in any market or as to the sustainability of the improvement in any market.
Any further turbulence in credit or other markets could have a material adverse effect on, among others, the Bank
Group's ability to access capital and liquidity on financial terms acceptable to it. Any of the foregoing factors
could have a material adverse effect on the Bank Group's business, financial condition and results of operations.

7

Negative economic developments and conditions in the markets in which the Bank Group operates may
adversely affect the Bank Group's business and results of operations and are likely to continue to do so if those
conditions persist or recur
The Bank Group's business activities are dependent on the level of banking, finance and financial services
required by its customers. In particular, borrowing levels are heavily dependent on customer confidence,
employment trends, the state of the economy and market interest rates at the time. The Bank Group's performance
is significantly influenced by general economic conditions in Norway and, to a lesser extent, the other countries
where it operates, as well as general global economic conditions as they may affect particular sectors of the
economy that are important to the Bank Group's business. As the Bank Group currently conducts the majority of
its business in Norway, its performance is influenced by the level and cyclical nature of business activity in
Norway, which, in turn, is affected by both domestic and international economic factors (for example, fluctuations
in the price of oil and gas) and political events including those which have a negative impact on the global
financial markets as described above under "--Disruptions and volatility in the global financial markets may
adversely impact the Bank Group".
In particular, the state of the Norwegian economy depends on the performance of the oil and gas industry. After
reaching a peak in 2014, oil prices fell significantly in the second half of that year resulting in a significant
depreciation of the Norwegian kroner and widening credit spreads. Although fluctuating somewhat in the
following years, oil prices have stabilised at average levels well below the 2014 peak. Mainland GDP growth in
Norway fell from 2.2 per cent. in 2014 to 1.4 per cent. in 2015 and to 1.1 per cent. in 2016. In 2017, growth
gathered momentum and rose 2.0 per cent., with a further increase of 2.2 per cent. in 2018. GDP growth is
projected at 2.4 per cent. for 2019 and at 2.3 per cent. for 2020 (Source: Statistics Norway, September 2018). Due
to significantly lower oil prices and slow growth in the international economy, investments and activity in the oil
and gas sector have decreased. In the period from 2014 to 2016, oil investments fell by approximately 31 per cent.
In 2017, oil investments decreased by approximately 2 per cent., but in 2018, oil investments increased by 3.3 per
cent. and are expected to increase by 12.5 per cent. in 2019 and 1.0 per cent. in 2020 (Source: Central Bank's
Monetary Policy Report March 2019). There can be no assurance that this will be the case or that the volume of
investments will not decrease further. Accordingly, continued low oil prices and reduced oil related investments
may have an adverse effect on the Norwegian economy and the DNB Group's customers. The impact of these
conditions could have a material adverse effect on the Bank Group's business, financial condition and results of
operations.
Stimulated by substantial cuts in interest rates, housing prices in Norway started to increase in early 2009.
Following a moderate downturn in 2013, prices increased strongly from 2014 to 2016 and reached a peak in April
2017 (February 2017 in Oslo). According to Real Estate Norway, housing prices in Norway decreased by 1.1 per
cent. in the 12 months ended December 2017, having increased by about 28 per cent. over the three years ended
31 December 2016. In Oslo, increases in housing prices were particularly strong, which was a major reason why
the Ministry of Finance tightened the rules for home mortgage lending effective as of 1 January 2017. The
decrease in housing prices that followed was particularly significant in Oslo, which saw a decrease over 10.5 per
cent. in 2017. In 2018, housing prices increased again towards the summer and then came slightly down again in
the second half of the year, ending 2.8 per cent. up compared to year end 2017 and up 6.3 per cent. in Oslo.
Currently house prices for Norway are 4.8 per cent. higher than at the end of 2018 and housing prices in Oslo are
4.9 per cent. higher. Housing prices are now at an all-time high in Norway and 2.6 per cent. below the all-time
high in Oslo. Despite the increase in housing prices so far this year, high house price levels combined with
increased building activity and slow growth in household incomes suggest uncertainty regarding further
developments in house prices and a further correction in house prices may occur. Interest rates are expected to
increase and the stricter regulation of home mortgages may also continue to dampen house price growth. A
correction in house prices, if accompanied by weakened economic conditions and/or higher unemployment, could
have a material adverse effect on the Norwegian economy and a material adverse effect on the Bank Group's
financial condition.
The unemployment rate in Norway has been at a historically low level in a European context. The unemployment
rate in Norway at 31 December 2008 (based on the Labour Force Survey; source: Statistics Norway and Norges
Bank) amounted to 3.1 per cent. Unemployment rose sharply from spring 2014 to autumn 2015 and reached a

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peak of 5 per cent. in mid-2016, reflecting the decline in activity in the petroleum sector and weaker growth in the
Norwegian economy. However, since then, the unemployment rate has decreased reaching 3.8 per cent. in April
2019 (based on the Labour Force Survey; source: Statistics Norway and Norges Bank).
Adverse economic developments of the kind described above, along with market turmoil and recessionary
economic conditions, especially in European countries, have affected the Bank Group's business in a number of
ways and such developments may continue to affect, among other things, the income, wealth, liquidity, businesses
and/or financial condition of the Bank Group's customers, which, in turn, could further reduce the credit quality of
the Bank Group's loan portfolio and demand for the Bank Group's financial products and services. In addition, in
a context of continued market turmoil, recessionary economic conditions and increasing unemployment coupled
with declining consumer spending, the value of assets collateralising the Bank Group's secured loans could
decline significantly, which could result in increased impairments. See "--Risks Related to the Bank Group's
Loan Portfolio--The Bank Group is exposed to the risk of material deterioration in the quality of its loan
portfolio and resulting impairments".
Any or all of the conditions described above may have a material adverse effect on the Bank Group's business,
financial condition and results of operations, and measures implemented by the Bank Group might not be
adequate to reduce any credit, market and liquidity risks.
Risks Related to the Bank Group's Loan Portfolio
The Bank Group's business is significantly affected by credit risk
The Bank Group is subject to credit risk (the risk that the Bank Group's borrowers and other counterparties are
unable to fulfil their payments obligations). Adverse changes in the credit quality of the Bank Group's borrowers
or counterparties, a general deterioration in Norwegian, United States, European or global economic conditions or
adverse changes arising from systemic risk in the global financial system could affect the recoverability and value
of the Bank Group's assets and require an increase in the Bank Group's impairments. Any significant increase in
the Bank Group's credit risk may have a material adverse effect on its results of operations, financial condition or
prospects.
The Bank Group is exposed to the risk of material deterioration in the quality of its loan portfolio and resulting
impairments
The Bank Group records impairments of its loans and guarantees in accordance with IFRS (as defined below).
However, the impairments made are based on available information, estimates and assumptions, are subject to
uncertainty and there can be no assurance that they will be sufficient to cover the amount of actual losses as they
occur. Adverse changes in the credit quality of the Bank Group's borrowers and counterparties or a decline in
collateral values would likely require an increase in individual impairments and/or in collective impairments,
which, in turn, would adversely affect the Bank Group's financial performance.
The Bank Group's exposure to corporate customers is particularly subject to adverse changes in credit quality in
the current economic environment in the Bank Group's markets. Further, actual loan losses and losses on other
commitments vary over the business cycle. For example, as some of the economies of the markets in which the
Bank Group operates have deteriorated over the past years, credit risk associated with certain borrowers and
counterparties in these markets has increased. A significant increase in the size of the Bank Group's impairments,
or write-offs of loans and guarantees not covered by impairments, would have a material adverse effect on the
Bank Group's business, financial condition and results of operations.
Oil-related exposures
As of 31 March 2019, the Bank Group's oil, gas and offshore portfolios together represented 5.5 per cent. of the
total exposure at default. The significant drop in oil prices since the second half of 2014 has increased the risk
related to this portfolio. The average day rates for deep water rigs have decreased since then and so has rig
utilisation. There is a risk that the overall market balance will not improve for several years. The reduced rig

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