Base Prospectus - Malta Financial Services Authority

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Approval, Listing and Admission to Trading: Governing Law: Selling Restrictions: United States Selling Restrictions: Risk Factors: outstanding. The right to payment in respect of the Undated Subordinated Notes will be subordinated to the claims of Senior Creditors (as defined in Condition 3(b)(vi)) and payments of principal and interest in respect of the Undated Subordinated Notes will be conditional upon the Issuer being Solvent (as defined in the Terms and Conditions of the Notes) at the time of payment by the Issuer or upon a liquidation, dissolution or winding up as further described in Condition 3(b)(iv) and no principal or interest shall be payable in respect of the Undated Subordinated Notes except to the extent that the Issuer could make such payment in whole or in part, rateably with payments in respect of Other Pari Passu Claims, and still be Solvent immediately thereafter, all as set out in Condition 3(b). Application has been made to the CSSF to approve this document as a base prospectus. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme (other than VPS Notes) during the period of 12 months from the date of this <strong>Prospectus</strong> to be admitted to trading on the Luxembourg Stock Exchange’s regulated market and to be listed on the Official List of the Luxembourg Stock Exchange. Applications may be made to list VPS Notes on the Oslo Stock Exchange. Any such applications will be in accordance with applicable laws and regulations governing the listing of VPS Notes on the Oslo Stock Exchange from time to time. Notes issued under the Programme may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the Issuer and the relevant Dealer(s) in relation to each Series. Notes which are neither listed nor admitted to trading on any market may also be issued. The applicable Final Terms will state whether or not the relevant Notes are to be listed and/or admitted to trading and, if so, on which stock exchanges and/or markets. The Notes will be governed by, and construed in accordance with, English law except for the provisions of Condition 3 and Condition 4(f) which will be governed by, and construed in accordance with, Norwegian law. VPS Notes must comply with the Norwegian Securities Register Act of 5th July, 2002 no. 64, as amended from time to time and the holders of VPS Notes will be entitled to the rights and are subject to the obligations and liabilities which arise under this Act and any related regulations and legislation. There are selling restrictions on the offer, sale and transfer of the Notes in the United States, the European Economic Area, the United Kingdom, Norway, The Netherlands and Japan and such other restrictions as may be required in connection with the offering and sale of a particular Tranche of Notes. See ‘‘Subscription and Sale’’ below. For United States securities law and tax purposes only, the Issuer is a Category 2 issuer under Regulation S. TEFRA D/TEFRA not applicable, as specified in the applicable Final Terms. There are certain factors that may affect the Issuer’s ability to fulfil its obligations under Notes issued under the Programme. The Issuer’s business activities are dependent on the level of banking, finance and financial services required by its customers and so a weakening in the economy of Norway is likely to have an adverse 12
effect on the Issuer’s future results. As a result of its business activities, the Issuer is exposed to a variety of risks, the most significant of which are credit risk, market risk, operational risk and liquidity risk. Failure to control these risks could result in adverse effects on the Issuer’s financial performance and reputation. In addition, there are certain risks which are material for the purpose of assessing the market risks associated with Notes issued under the Programme. These depend on the features of the relevant Notes and may include (i) limited and/or volatile market value of the Notes, (ii) redemption when reinvestment circumstances are not advantageous for a Noteholder and/or (iii) loss of all or part of a Noteholder’s investment, for example, when the payment of principal or interest on the relevant Notes is determined with reference to an index, formula, asset or other variable. Dated and Undated Subordinated Notes may also be issued under the Programme which, whilst often paying a higher rate of interest than comparable Notes which are not subordinated, involve a greater risk of loss of all or part of the investor’s investment should the Issuer become insolvent. 13
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 and 10: Size: Distribution: Currencies: Red
Page 11: Denomination of Notes: Taxation: Ne
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
Page 85 and 86:
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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