Base Prospectus - Malta Financial Services Authority

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DOCUMENTS INCORPORATED BY REFERENCE The following documents, which have previously been published and have been filed with the CSSF, shall be incorporated in, and form part of, this Prospectus: (a) the audited consolidated and non-consolidated annual financial statements of the Issuer for each of the financial years ended 31st December, 2004 and 31st December, 2005, prepared in accordance with generally accepted accounting principles in Norway, including the information set out at the following pages of the Issuer’s ‘Annual Report 2004’ and ‘Annual Report 2005’, respectively: (b) (c) (d) 2004 2005 Profit and loss accounts page 10 page 10 Balance sheets page 11 page 11 Cashflow statements page 12 page 12 Accounting policies and explanatory notes pages 13-61 pages 13-65 Auditors’ report page 62 page 66 for information purposes, the audited consolidated annual financial statements of DnB NOR ASA for the financial year ended 31st December, 2004, prepared in accordance with generally accepted accounting principles in Norway, and for the financial year ended 31st December, 2005, prepared in accordance with International Financial Reporting Standards (‘‘IFRS’’), in each case including the information set out at the following pages of DnB NOR ASA’s ‘Annual Report 2004’ and ‘Annual Report 2005’, respectively: 2004 2005 Profit and loss accounts page 66 pages 80* and 82 Balance sheets page 67 pages 81* and 83 Cashflow statements page 68 page 84 Accounting policies and explanatory notes pages 69-113 pages 87-150 Auditors’ report page 120 page 158 * including pro forma figures The consolidated profit and loss accounts and balance sheets of DnB NOR ASA for the financial year ended 31st December, 2005 include comparable pro forma figures for 2004, prepared as if IAS 39 and IFRS 4 had been implemented as of 1st January, 2004. Formal comparison figures do not include the effects of the implementation of IAS 39 and IFRS 4, as these standards were not implemented until 1st January, 2005. the unaudited consolidated and non-consolidated interim financial statements of the Issuer as at, and for the period ended, 30th June, 2006, prepared in accordance with generally accepted accounting principles in Norway, including the information set out at the following pages of the Issuer’s ‘Second Quarter Report 2006’: Income statements pages 6 and 7 Balance sheets pages 6 and 7 Accounting policies and explanatory notes pages 8 – 14 for information purposes, the unaudited consolidated interim financial statements of DnB NOR ASA as at, and for the period ended, 30th June, 2006, prepared in accordance with IFRS, including the information set out at the following pages of DnB NOR ASA’s ‘Second Quarter Report 2006’: Income statements page 8 Balance sheets page 9 Accounting policies and explanatory notes pages 13 – 28 Any other information not listed above but contained in such document is incorporated by reference for information purposes only. Following the publication of this Prospectus a supplement to the Prospectus may be prepared by the Issuer and approved by the CSSF in accordance with Article 16 of the Prospectus Directive. Statements contained in any such supplement (or contained in any document incorporated by reference therein) shall, to the extent applicable (whether expressly, by implication or otherwise), be deemed to modify or supersede statements contained in this Prospectus or in a document 6
which is incorporated by reference in this Prospectus. Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Prospectus. Copies of documents incorporated by reference in this Prospectus can be obtained from the Luxembourg Stock Exchange’s website at www.bourse.lu and, upon request, free of charge, from the registered office of the Issuer and the specified offices of the Paying Agents for the time being in London and Luxembourg. In the event of any significant new factor arising or any material mistake or inaccuracy relating to the information included in this Prospectus which is capable of affecting the assessment of any Notes or any change in the condition of the Issuer which is material in the context of the Programme or the issue of any Notes, the Issuer will prepare and publish a supplement to this Prospectus or publish a new prospectus for use in connection with any subsequent issue of Notes. Furthermore, the Issuer has undertaken to the Dealers in the Programme Agreement (as defined in ‘‘Subscription and Sale’’) that it will, in connection with the listing of the Notes on the Luxembourg Stock Exchange, so long as any Note remains outstanding and listed on such exchange, in the event of any material adverse change in the financial condition of the Issuer which is not reflected in this Prospectus or a substitution of the Issuer in the manner set out in Condition 15 and in accordance with the provisions of the Trust Deed, prepare and publish a further supplement to this Prospectus or publish a new prospectus for use in connection with any subsequent issue of the Notes to be listed on the Luxembourg Stock Exchange. 7
Page 1 and 2: PROSPECTUS DnB NOR Bank ASA (incorp
Page 3 and 4: e distributed or published in any j
Page 5: CONTENTS Page Documents Incorporate
Page 9 and 10: Size: Distribution: Currencies: Red
Page 11 and 12: Denomination of Notes: Taxation: Ne
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
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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