Base Prospectus - Malta Financial Services Authority

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SHAREHOLDERS, MANAGEMENT AND EMPLOYEES The Issuer is 100 per cent. owned by DnB NOR ASA. The following table sets forth, as at 31st July, 2006, the 20 largest shareholders of DnB NOR ASA, the number of shares held by each such shareholder, the percentage of outstanding shares represented by each shareholding and the country of incorporation of the shareholders: Major shareholders No. of shares Percentage Name of shareholders Country 454,537,465 34.00 Norwegian Government Norway 146,391,364 10.95 DnB NOR Savings Bank Foundation Norway 55,451,709 4.15 JPMorgan Chase Bank Treaty Account Great Britain 42,032,725 3.14 Folketrygdfondet Norway 40,071,872 3.00 State Street Bank & Client Omnibus D USA 28,515,906 2.13 Gjensidige Forsikring Norway 25,280,600 1.89 JPMorgan Chase Fidelity Lending Account USA 24,103,635 1.81 The Northern Trust C Treaty Account Great Britain 22,174,600 1.66 Fidelity Funds, Europe Funds Luxembourg 20,401,700 1.53 JPMorgan Chase Bank, Euro Pacific Growth USA 17,192,686 1.29 Mellon Bank as agent for clients A/C Mellon nominee USA 15 omnibus 15,246,720 1.14 State Street Bank & Client Omnibus S USA 14,655,036 1.10 Pioneer Asset Management Luxembourg 12,069,679 0.90 JPMorgan Chase Bank, Omnibus Lending Account USA 10,936,100 0.82 JPMorgan Chase Bank, Capital World USA 9,000,000 0.67 Orkla ASA Norway 9,000,000 0.67 Oslo Pensjonsforsikring Norway 8,832,146 0.66 Mellon Bank as agent for ABN AMRO A/C Mellon USA ABN 15 omnibus 8,610,455 0.64 JPMorgan Chase Bank, Escrow Account Great Britain 8,500,000 0.64 DnB NOR Employees Fund AS Norway Supervisory Board Responsibility and organisation The Issuer has a supervisory board (‘‘Supervisory Board’’) which is in accordance with the Norwegian <strong>Financial</strong> Institutions Act and the Issuer’s articles of association. The Supervisory Board consists of 30 members with 10 to 20 deputies, 20 members elected by the shareholders and 10 members elected by the employees. The members of the Supervisory Board are elected for two-year terms. The Supervisory Board annually elects its chairman and vice-chairman from among its members. The current chairman is Benedicte Berg Schilbredk and the vice-chairman is Ole-Eirik Lerøy. The main responsibility of the Supervisory Board is to supervise the Board of Directors of the Issuer (the ‘‘Board of Directors’’) and the chief executive officer’s (‘‘CEO’’) management of the Issuer. The Supervisory Board must also submit a statement to the Issuer’s general meeting of shareholders on whether the Issuer’s Board of Directors’ proposal for the profit and loss account and balance sheet should be approved, as well as on the Board of Directors’ proposal for allocation of the profit or loss cover. Pursuant to the Issuer’s articles of association, the Supervisory Board elects the board members and deputies (including the chairman and the vicechairman), the election committee and the external auditor and determines their remuneration. The Supervisory Board also determines the remuneration of the CEO. Furthermore the Supervisory Board has established the guidelines for the Control Committee (as defined below) and may adopt recommendations to the Board of Directors on all matters. The Supervisory Board holds meetings as often as necessary, and when requested by the Board of Directors, its Control Committee or at least one-sixth of the members of the Supervisory Board. 78
Members of the Supervisory Board The members of the Supervisory Board, their business addresses, principal activities outside the Issuer and their respective shareholdings (as at August 2006) in DnB NOR ASA are as follows: a) Members elected by the shareholders Name Business address Principal activities outside the Issuer Agerup, Wenche..................... Bygdøy Alle 2, NO-0240 Oslo Norsk Hydro (Vice President in the Corporate Mergers and Acquisitions Department) Andersen, Widar Slemdal....... P.O. Box 2542 Solli, NO-0202 Oslo Forsvarets Personellservice (Managing Director) Bastiansen, Nils Halvard ........ P.O. Box 1845 Vika, NO-0123 National Insurance Scheme Fund (Director) Dyvi, Jan-Erik ......................... P.O. Box 1337 Vika, NO-0112 Oslo Dyvi AS (Group Chairman) Eidesvik, Toril ......................... Strandgt 92, 5528 Haugesund Caiano AS (Attorney-at-Law) Frøstrup, Anne Cathrine ......... Serviceboks 15, NO-3504 Hønefoss Director of Land Registration Office in Norwegian Mapping <strong>Authority</strong> Grændsen, Elisabeth .............. Maihaugen 1, NO-2609 Lillehammer In charge of finances and administration at Maihaugen, Lillehammer Hansson, Herbjørn.................. P.O. Box 56, NO-3201 Sandefjord Ugland Nordic Shipping ASA (Managing Director) Johannson, Knut Hartvig ........ P.O. Box 130 Sentrum, NO-0102 Oslo Joh.Johannson (Managing Director) Larre, Erik Sture sr. ................ Nedre Vollgate 9, NO-0158 Oslo Originally Attorney-at-Law. Has held a number of board positions Leire, Tomas........................... P.O. Box 409, 4604 Kristiansand Kruse Smith AS (Managing Director) Lerøy, Ole-Eirik....................... P.O. Box 7600, NO-5020 Bergen Lerøy Seafood Group ASA (Group Managing Director) Løwer, Eldbjørg ...................... Tollumløkka 39A, 3611 Kongsberg Board Member Mohn, Trond ........................... P.O. Box 98, NO-5852 Bergen Frank Mohn (Managing Director) Opedal, Dag J. ....................... P.O. Box 423 Skøyen, NO-0212 OSLO Orkla ASA (Group President and CEO) Roarsen, Anita........................ Snarøyveien 30, NO-1331 Fornebu Telenor Broadcast Holding AS (CFO) Schilbred, Benedicte Berg ...... P.O. Box 233, NO-9001 Tromsø Odd Berg Group (Executive Board Chairman) Sletteberg, Arthur ................... P.O. Box 6623, St. Olavs Plass 1, NO-0129 Oslo Oslo Pensjonsforsikring AS (CFO) Storrødvann, Tove.................. Akersgt 16, NO-0158 Oslo Federation of Norwegian Professional Associations (Secretary General) Wiig, Hanne Egenæss............ St. Mariegt 52, NO-1705 Sarpsborg Borg Bryggerier Holding AS (Executive Chairman) 79
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PROSPECTUS DnB NOR Bank ASA (incorp
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e distributed or published in any j
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CONTENTS Page Documents Incorporate
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which is incorporated by reference
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Size: Distribution: Currencies: Red
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Denomination of Notes: Taxation: Ne
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effect on the Issuer’s future res
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natural disasters or the failure of
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comparable Floating Rate Notes tied
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Government and monetary authorities
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FORM OF THE NOTES The Notes of each
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VPS, as the case may be, as the hol
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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: According to current parameters for
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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