Base Prospectus - Malta Financial Services Authority

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GENERAL INFORMATION Authorisation The establishment and the subsequent updates of the Programme, the increase in the aggregate amount of the Programme and the issue of Notes have been duly authorised by a resolution of the joint meeting of the Board of Directors and the Committee of Representatives of the Issuer dated 31st October, 1996, and resolutions of the Board of Directors of the Issuer dated 15th January, 1998, 13th January, 1999, 28th April, 2000, 29th April, 2000, 18th January, 2001, 17th January, 2002, 15th January, 2003, 9th March, 2004, 20th January, 2005, 10th January, 2006 and 9th August, 2006. Listing of Notes on the Luxembourg Stock Exchange The Luxembourg Stock Exchange has allocated the number 12039 to the Programme for listing purposes. Application has been made to the CSSF for the approval of this document as a base prospectus for the purposes of Article 5.4 of the Prospectus Directive. 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 Prospectus 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. The Luxembourg Stock Exchange’s regulated market is a regulated market for the purposes of the Investment Services Directive. Documents Available For as long as the Programme remains valid with the Luxembourg Stock Exchange, copies of the following documents will be available, upon request, free of charge, from the registered office of the Issuer and from the specified offices of the Paying Agents for the time being in London and Luxembourg (where applicable, with an English translation thereof): (i) (ii) (iii) the constitutional documents (with an English translation thereof) of the Issuer; the Programme Agreement, the Trust Deed, the Agency Agreement, the forms of the Temporary Bearer Global Notes, the Permanent Bearer Global Notes, the Reg. S Global Note, the Restricted Global Note, the definitive Bearer and Registered Notes, the Receipts, the Coupons and the Talons; and in the case of each issue of Notes admitted to trading on the Luxembourg Stock Exchange’s regulated market subscribed pursuant to a subscription agreement, the subscription agreement (or equivalent document). For as long as the Programme remains valid with the Luxembourg Stock Exchange, copies of the following documents will be available on the website of the Luxembourg Stock Exchange 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: (i) (ii) (iii) (iv) (v) (vi) a copy of this Prospectus and any Final Terms relating to Notes which are admitted to trading on the Luxembourg Stock Exchange’s regulated market; any future prospectuses, information memoranda and supplements to the Prospectus and any other documents incorporated herein or therein by reference; the audited consolidated and non-consolidated annual financial statements of the Issuer for the financial years ended 31st December, 2004 and 31st December, 2005 in each case together with the auditors’ report thereon; the audited consolidated annual financial statements of DnB NOR ASA for each of the financial years ended 31st December, 2004 and 31st December, 2005 in each case together with the auditors’ report thereon; the unaudited interim consolidated and non-consolidated financial statements of the Issuer as at, and for the period ended, 30th June, 2006; and the unaudited interim consolidated financial statements of DnB NOR ASA as at, and for the period ended, 30th June, 2006. 96
Clearing Systems The Notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg. The appropriate Common Code and ISIN for each Tranche of Bearer Notes allocated by Euroclear and Clearstream, Luxembourg will be specified in the applicable Final Terms. In addition, the Issuer will make an application for any Registered Notes to be accepted for trading in book-entry form by DTC. The CUSIP number for each Tranche of Registered Notes, together with the relevant ISIN and common code, will be specified in the applicable Final Terms. If the Notes are to clear through an additional or alternative clearing system (including the VPS), the appropriate information will be specified in the applicable Final Terms. Euroclear, Clearstream, Luxembourg, DTC and the VPS are the entities in charge of keeping the records. The address of Euroclear is 3 Boulevard du Roi Albert III, B.1210 Brussels, Belgium; the address of Clearstream, Luxembourg is 42 Avenue J. F. Kennedy, L-1855 Luxembourg; the address of DTC is 55 Water Street, New York, NY 10041–0099, USA and the address of the VPS is Biskop Gunnerusgate, 14A, 0185 Oslo. Conditions for Determining Price The issue price and amount of the Notes of any Tranche to be issued will be determined at the time of the offering of such Tranche in accordance with prevailing market conditions. Material Change Save as disclosed in this Prospectus, since 31st December, 2005 there has been no material adverse change in the prospects of the Issuer and, since 30th June, 2006, there has been no significant change in the financial position of the Issuer or the Group. Litigation Neither the Issuer nor any member of the Group is or has been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware) in the 12 months preceding the date of this Prospectus which may have, or have in such period had, a significant effect on the financial position or profitability of the Issuer or the Group. Auditors The auditors of the Issuer are PricewaterhouseCoopers AS of Karenslyst allé 12, N-0245 Oslo, Norway, authorised public accountants, who have audited the Issuer’s accounts, without qualification, in accordance with generally accepted auditing standards in the Kingdom of Norway for each of the financial years ended 31st December, 2004 and 31st December, 2005. The auditors of the Issuer have no material interest in the Issuer. The responsible partners at PricewaterhouseCoopers AS are members of the Norwegian Institute of Public Accountants. Certificates The Trust Deed provides that the Trustee may rely on any certificate or report from an expert or any other person in accordance with the provisions of the Trust Deed whether or not any such certificate or report or any engagement letter or other document entered into by the Trustee in connection therewith contains any limit on the liability of such expert or such other person. Post-issuance Information The Issuer does not intend to provide any post-issuance information in relation to assets underlying issues of Notes constituting derivative securities. 97
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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
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- Relevant Screen Page: [ ] (In the
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advised to consider the practicalit
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RESPONSIBILITY The Issuer accepts r
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(N.B. If the Notes are derivative s
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DTC INFORMATION - REGISTERED NOTES
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TERMS AND CONDITIONS OF THE NOTES T
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This Note may be an Index Linked Re
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(ii) (iii) (iv) (v) (vi) Solvency T
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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: (a) (b) it has only communicated or
Page 99: AUDITORS To the Issuer Pricewaterho
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Base Prospectus - Malta Financial Services Authority

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