Base Prospectus - Malta Financial Services Authority

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Index Linked Notes: Other provisions in relation to Floating Rate Notes and Index Linked Interest Notes: Dual Currency Notes: Zero Coupon Notes: Redemption: (ii) on the basis of a reference rate appearing on the agreed screen page of a commercial quotation service; or (iii) on such other basis as may be agreed between the Issuer and the relevant Dealer, as indicated in the applicable Final Terms. The margin (if any) relating to such floating rate will be agreed between the Issuer and the relevant Dealer for each Series of Floating Rate Notes. Payments of principal in respect of Index Linked Redemption Notes or of interest in respect of Index Linked Interest Notes will be calculated by reference to such index and/or formula or to changes in the prices of securities or commodities or to such other factors as the Issuer and the relevant Dealer may agree (as indicated in the applicable Final Terms). Floating Rate Notes and Index Linked Interest Notes may also have a maximum interest rate, a minimum interest rate or both (as indicated in the applicable Final Terms). Interest on Floating Rate Notes and Index Linked Interest Notes in respect of each Interest Period, as agreed prior to issue by the Issuer and the relevant Dealer(s), will be payable on such Interest Payment Dates and will be calculated on the basis of such Day Count Fraction as may be agreed between the Issuer and the relevant Dealer(s). Payments (whether in respect of principal or interest and whether at maturity or otherwise) in respect of Dual Currency Notes will be made in such currencies, and based on such rates of exchange, as the Issuer and the relevant Dealer(s) may agree (as indicated in the applicable Final Terms). Zero Coupon Notes will be offered and sold at a discount to their nominal amount and will not bear interest. In relation to Unsubordinated Notes and Dated Subordinated Notes, the applicable Final Terms will indicate the scheduled maturity date (which in the case of Dated Subordinated Notes, must be at least five years after the issue date in respect of such Notes) and will also indicate whether such Notes cannot be redeemed prior to their stated maturity (other than in specified instalments (see below), if applicable, or for taxation reasons or (in the case of Unsubordinated Notes) following an Event of Default) or that such Notes will be redeemable at the option of the Issuer (‘‘Issuer Call’’) (which in respect of Dated Subordinated Notes, may not take place prior to the fifth anniversary of the Issue Date) and/or at the option of the Noteholders (‘‘Investor Put’’) (which, in respect of Dated Subordinated Notes, may not take place prior to the fifth anniversary of the Issue Date), in each case upon giving not less than 15 nor more than 30 days’ irrevocable notice (or such other notice period (if any) as is indicated in the applicable Final Terms) to the Noteholders or the Issuer, as the case may be, on a date or dates specified in the applicable Final Terms, at the maturity and at a price or prices and on such terms as are indicated in the applicable Final Terms. Undated Subordinated Notes will have no scheduled maturity date and the applicable Final Terms will indicate whether such Notes will be redeemable at the option of the Issuer. 10
Denomination of Notes: Taxation: Negative Pledge: Cross Default: Status of the Unsubordinated Notes: Status of the Dated Subordinated Notes: Status of the Undated Subordinated Notes: No early redemption of Dated Subordinated Notes and no redemption of Undated Subordinated Notes may take place without the prior written consent of the Financial Supervisory Authority of Norway (Kredittilsynet). The applicable Final Terms may provide that Notes may be redeemable in two or more instalments of such amounts and on such dates as are indicated in the applicable Final Terms. Notes will be issued in such denominations as may be agreed between the Issuer and the relevant Dealer(s) and as indicated in the applicable Final Terms save that the minimum denomination of each Note admitted to trading on a regulated market within the European Economic Area or offered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive will be e1,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency at the time of issue) or such other amount as may be allowed or required from time to time by the relevant regulatory authority or any laws or regulations applicable to the relevant Specified Currency. The minimum denomination of each Note sold, resold or transferred to an Institutional Accredited Investor will be U.S.$500,000 or its equivalent in other Specified Currencies. All payments in respect of the Notes will be made without deduction for or on account of withholding taxes imposed within the Kingdom of Norway, subject as provided in Condition 7. The Notes will not contain a negative pledge provision. The terms of the Unsubordinated Notes will contain a crossdefault provision as further described in Condition 9. Neither Dated Subordinated Notes nor Undated Subordinated Notes will contain any events of default. The Unsubordinated Notes will constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer and will rank pari passu among themselves and (save for certain debts required to be preferred by law) equally with all other unsecured obligations (including deposits) (other than subordinated obligations, if any) of the Issuer, present and future, from time to time outstanding. The Dated Subordinated Notes will constitute unsecured, subordinated obligations of the Issuer, subject to cancellation as described in Condition 3(c), and will rank pari passu without any preference among themselves and at least equally with all other subordinated obligations of the Issuer (whether actual or contingent) having a fixed maturity from time to time outstanding. The Dated Subordinated Notes shall, in the event of a liquidation, dissolution, administration or other winding-up of the Issuer by way of public administration, be subordinated in right of payment only to the claims against the Issuer of all unsubordinated creditors of the Issuer and to claims preferred under Norwegian law generally. The Undated Subordinated Notes will constitute undated and unsecured, subordinated obligations of the Issuer, subject to cancellation as described in Condition 3(c), and will rank pari passu without any preference among themselves and rank at least equally with Other Pari Passu Claims (as defined in the Terms and Conditions of the Notes) from time to time 11
Page 1 and 2: PROSPECTUS DnB NOR Bank ASA (incorp
Page 3 and 4: e distributed or published in any j
Page 5 and 6: CONTENTS Page Documents Incorporate
Page 7 and 8: which is incorporated by reference
Page 9: Size: Distribution: Currencies: Red
Page 13 and 14: effect on the Issuer’s future res
Page 15 and 16: natural disasters or the failure of
Page 17 and 18: comparable Floating Rate Notes tied
Page 19 and 20: Government and monetary authorities
Page 21 and 22: FORM OF THE NOTES The Notes of each
Page 23 and 24: VPS, as the case may be, as the hol
Page 25 and 26: 5. Issue Price: [ ] per cent. of th
Page 27 and 28: - Relevant Screen Page: [ ] (In the
Page 29 and 30: advised to consider the practicalit
Page 31 and 32: RESPONSIBILITY The Issuer accepts r
Page 33 and 34: (N.B. If the Notes are derivative s
Page 35 and 36: DTC INFORMATION - REGISTERED NOTES
Page 37 and 38: TERMS AND CONDITIONS OF THE NOTES T
Page 39 and 40: This Note may be an Index Linked Re
Page 41 and 42: (ii) (iii) (iv) (v) (vi) Solvency T
Page 43 and 44: shareholders of the Issuer or by th
Page 45 and 46: (ii) case of (y) above, shall be po
Page 47 and 48: ‘‘Day Count Fraction’’ mean
Page 49 and 50: (ii) (iii) (iv) accruing thereafter
Page 51 and 52: later, five years from the date on
Page 53 and 54: interest under Condition 7 or under
Page 55 and 56: electronic means) in a form accepta
Page 57 and 58: As used herein, the ‘‘Relevant
Page 59 and 60: Subsidiary may be relied upon by th
Page 61 and 62:
(ii) to a transferee who takes deli
Page 63 and 64:
In acting under the Agency Agreemen
Page 65 and 66:
In connection with the exercise by
Page 67 and 68:
USE OF PROCEEDS The net proceeds fr
Page 69 and 70:
Currently, the Group has the follow
Page 71 and 72:
need for risk-adjusted capital. The
Page 73 and 74:
Residential mortgages in Retail Ban
Page 75 and 76:
The Baltic states and Poland are im
Page 77 and 78:
According to current parameters for
Page 79 and 80:
Members of the Supervisory Board Th
Page 81 and 82:
d) Deputies elected by the employee
Page 83 and 84:
Control Committee Responsibilities
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generally be treated as ‘‘passi
Page 87 and 88:
number of complete years to maturit
Page 89 and 90:
Backup Withholding and Information
Page 91 and 92:
SUBSCRIPTION AND SALE The Dealers h
Page 93 and 94:
expiry of the applicable Distributi
Page 95 and 96:
(a) (b) it has only communicated or
Page 97 and 98:
Clearing Systems The Notes have bee
Page 99:
AUDITORS To the Issuer Pricewaterho
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Base Prospectus - Malta Financial Services Authority

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