Base Prospectus - Malta Financial Services Authority

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SUMMARY The following is a brief summary only and should be read in conjunction with the rest of this Prospectus and, in relation to any Notes, in conjunction with the applicable Final Terms and, to the extent applicable, the Terms and Conditions of the Notes set out herein. Any decision to invest in any Notes should be based on a consideration of this Prospectus as a whole, including the documents incorporated by reference, by any investor. Following the implementation of the relevant provisions of the Prospectus Directive in each Member State of the European Economic Area, no civil liability will attach to the Responsible Person in any such Member State in respect of this Summary, including any translation hereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus. Where a claim relating to information contained in this Prospectus is brought before a court in a Member State of the European Economic Area, the plaintiff may, under the national legislation of the Member State where the claim is brought, be required to bear the costs of translating the Prospectus before the legal proceedings are initiated. Information relating to the Issuer Description: Business of the Issuer: DnB NOR Bank ASA, a public limited company incorporated under the laws of the Kingdom of Norway on 10th September, 2002 with registration number 984 851 006. The registered office of the Issuer is at Stranden 21, N-0021, Oslo, Norway. The Issuer is a member of the DnB NOR group (the ‘‘Group’’), Norway’s largest financial services group with total combined assets of approximately NOK 1,570 billion. The Group offers a full range of financial services including lending, deposits, life and pension insurance, equity funds, asset management and securities operations as well as real estate broking and credit cards. Among the brands included in the Group are DnB NOR, Vital, Nordlandsbanken, Cresco and Postbanken. The Group’s business activities are organised into five functional business areas, namely Corporate Banking and Payment Services, Retail Banking, DnB NOR Markets, Vital and DnB NOR Asset Management. Information relating to the Programme Description: Arranger: Dealers: Trustee: Registrar: Issuing and Principal Paying Agent: VPS Account Manager: Euro Medium Term Note Programme Deutsche Bank AG, London Branch Bayerische Hypo- und Vereinsbank AG BNP PARIBAS Citigroup Global Markets Limited Commerzbank Aktiengesellschaft Deutsche Bank AG, London Branch DnB NOR Bank ASA HSBC Bank plc J.P. Morgan Securities Ltd. Nomura International plc UBS Limited The Law Debenture Trust Corporation p.l.c. Citigroup Global Markets Deutschland AG & Co. KgaA Citibank, N.A., London office DnB NOR Bank ASA, Verdipapirservice 8
Size: Distribution: Currencies: Redenomination: Maturities: Issue Price: Form of Notes: Fixed Rate Notes: Floating Rate Notes: Up to e35,000,000,000 (or its equivalent in other currencies calculated as described in ‘‘General Description of the Programme’’) outstanding at any time. The Issuer may increase the amount of the Programme in accordance with the terms of the Programme Agreement. Notes may be distributed by way of private or public placement and in each case on a syndicated or non-syndicated basis. Euro, Sterling, U.S. dollars, Yen and, subject to any applicable legal or regulatory restrictions and any applicable reporting requirements, any other currency agreed between the Issuer and the relevant Dealer. The applicable Final Terms may provide that certain Notes may be redenominated in euro. Subject to compliance with all relevant laws, regulations and directives, any maturity as agreed between the Issuer and the relevant Dealer(s). Unless otherwise permitted by then current laws, regulations and directives, Dated Subordinated Notes will have a minimum maturity of not less than 5 years. Undated Subordinated Notes will have no fixed maturity. Notes may be issued on a fully-paid or a partly-paid basis and at an issue price which is at par or at a discount to, or premium over, par. The Notes will be issued in bearer form, registered form or, in the case of VPS Notes, uncertificated book entry form, as described in ‘‘Form of Notes’’ below. VPS Notes will not be evidenced by any physical note or document of title. Entitlements to VPS Notes will be evidenced by the crediting of VPS Notes to accounts with the VPS. Each Tranche of Bearer Notes will be initially represented by a Temporary Bearer Global Note which will (i) if the global Notes are intended to be issued in NGN form, as specified in the applicable Final Terms, be delivered on or prior to the Issue Date to a Common Safekeeper for Euroclear and Clearstream, Luxembourg; and (ii) if the global Notes are not intended to be issued in NGN form, be delivered on or prior to the Issue Date to a Common Depositary for Euroclear and Clearstream, Luxembourg. The Temporary Bearer Global Note will be exchangeable, as specified in the applicable Final Terms, for either a Permanent Bearer Global Note or Bearer Notes in definitive form, in each case upon certification as to non-U.S. beneficial ownership as required by U.S. Treasury regulations. Bearer Notes will not be exchangeable for Registered Notes and vice versa. Interest will be payable on such date or dates as may be agreed between the Issuer and the relevant Dealer(s) (as indicated in the applicable Final Terms) and on redemption, and will be calculated on the basis of such Day Count Fraction as may be agreed between the Issuer and the relevant Dealer(s). Floating Rate Notes will bear interest at a rate determined: (i) on the same basis as the floating rate under a notional interest-rate swap transaction in the relevant Specified Currency governed by an agreement incorporating the 2000 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc., and as amended and updated as at the Issue Date of the first Tranche of the Notes of the relevant Series); or 9
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: which is incorporated by reference
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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