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BASE PROSPECTUS DNB Bank ASA (incorporated in Norway) €45,000,000,000 Euro Medium Term Note Programme On 6th April, 1998, Union Bank of Norway entered into a U.S.$1,500,000,000 Euro Medium Term Note Programme, as supplemented and amended (the “Programme”). The Programme was subsequently converted into euro and increased to €45,000,000,000. On 12th September, 2002, Union Bank of Norway converted into a public limited company and following such conversion the obligations of Union Bank of Norway became the obligations of a new entity, Union Bank of Norway ASA, which from such date became the issuer under the Programme. On 19th January, 2004, Union Bank of Norway ASA merged with Den norske Bank ASA and, as of such date, Union Bank of Norway ASA was renamed DnB NOR Bank ASA. On 11th November, 2011, DnB NOR Bank ASA was renamed DNB Bank ASA (the “Issuer” or the “Bank”). Pursuant to the Programme, the Issuer may from time to time issue notes (“Notes”) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). Any Notes (as defined above) issued under the Programme on or after the date of this Base Prospectus are issued subject to the provisions herein. This does not affect any Notes issued prior to the date of this Base Prospectus. As more fully described herein, Notes may be issued (i) on an unsubordinated basis (“Unsubordinated Notes”) or (ii) on a subordinated basis as provided in “Terms and Conditions of the Notes” herein (“Subordinated Notes”). The Terms and Conditions of Subordinated Notes will not contain any events of default. Notes may be issued in bearer form (“Bearer Notes”), registered form (“Registered Notes”) or uncertificated book-entry form cleared through the Norwegian Central Securities Depository, the Verdipapirsentralen (“VPS Notes” and the “VPS”, respectively). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed €45,000,000,000 (or its equivalent in other currencies calculated as described herein). A description of the restrictions applicable at the date of this base prospectus (the “Base Prospectus”) relating to the maturity of certain Notes is set out in “Overview of the Programme – Maturities”. The Notes may be issued on a continuing basis to one or more of the Dealers specified under “Overview of the Programme – Dealers” below and any additional Dealer appointed under the Programme from time to time, which appointment may be for a specific issue or on an ongoing basis (each a “Dealer” and together the “Dealers”). References in this Base Prospectus to the “relevant Dealer” shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. This Base Prospectus has been approved by the Central Bank of Ireland (the “Central Bank”) as competent authority under the Prospectus Directive (as defined below). The Central Bank only approves this Base Prospectus as meeting the requirements imposed under Irish law and the European Union (“EU”) law pursuant to the Prospectus Directive. Such approval relates only to the Notes which are to be admitted to trading on a regulated market for the purposes of Directive 2004/39/EC (the “Markets in Financial Instruments Directive”) and/or which are to be offered to the public in any Member State of the European Economic Area (“EEA”). Application has been made to the Irish Stock Exchange for the Notes to be issued under the Programme (other than Exempt Notes (as defined below), VPS Notes and Swiss Domestic Notes) within the period of 12 months from the date of this Base Prospectus to be admitted to the official list (the “Official List”) and trading on its regulated market (the “Main Securities Market”). The Main Securities Market is a regulated market for the purposes of the Markets in Financial Instruments Directive. In addition, application has been made to register the Programme on the SIX Swiss Exchange Ltd (the “SIX Swiss Exchange”). Upon specific request, Notes issued under the Programme may be listed on the SIX Swiss Exchange. References in this Base Prospectus to Notes being “listed” (and all related references) shall mean that such Notes are intended to be (i) admitted to trading on the Main Securities Market and are intended to be listed on the Official List or (ii) admitted to trading on the standard for bonds of the SIX Swiss Exchange, as the case may be. The applicable pricing supplement (the “Pricing Supplement”) in respect of the issue of any Exempt Notes will specify whether or not such Exempt Notes will be admitted to listing or trading on any non-EEA stock exchanges and/or markets, if applicable. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined under “Terms and Conditions of the Notes”) of Notes will be set forth in a Final Terms document (“Final Terms”) or, in the case of Exempt Notes, a Pricing Supplement. Each Final Terms, with respect to Notes to be listed on the Irish Stock Exchange, will be delivered to the Central Bank and the Irish Stock Exchange. Each Pricing Supplement, with respect to Notes to be listed on the SIX Swiss Exchange, will be delivered to the SIX Swiss Exchange. The Programme provides that Notes 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. The Issuer may also issue Notes which are not listed or admitted to trading on any market. The requirement to publish a prospectus under the Prospectus Directive only applies to Notes which are to be admitted to trading on a regulated market in the EEA and/or offered to the public in the EEA other than in circumstances where an exemption is available under Article 3.2 of the Prospectus Directive (as implemented in the relevant Member State(s)). References in this Base Prospectus to “Exempt Notes” are to Notes (including Swiss Domestic Notes) for which no prospectus is required to be published under the Prospectus Directive. The Central Bank has neither reviewed nor approved any information in this Base Prospectus pertaining to Exempt Notes and the Central Bank assumes no responsibility in relation to issues of Exempt Notes. The Programme has been rated A+ (senior unsecured) by Standard & Poor’s Credit Market Services Europe Limited (“S&P”), and (P)Aa2 (senior unsecured) and (P)Baa1 (subordinated) by Moody’s Investors Service Limited (“Moody’s”). Subordinated Notes issued under the Programme are expected to be assigned an A- rating by S&P. Each of S&P and Moody’s is established in the European Union and is registered under Regulation (EC) No. 1060/2009, as amended (the “CRA Regulation”). Notes issued pursuant to the Programme may be rated or unrated. Where a Tranche of Notes is rated, its rating will be specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement and will not necessarily be the same as the rating applicable to the Programme. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Arranger Deutsche Bank Dealers Barclays BNP PARIBAS BofA Merrill Lynch Citigroup Commerzbank Deutsche Bank DNB Bank DZ BANK AG Goldman Sachs International HSBC J.P. Morgan UBS Investment Bank UniCredit Bank The date of this Base Prospectus is 14th June, 2016. This Base Prospectus constitutes a base prospectus in respect of all Notes other than Exempt Notes issued under the Programme for the purposes of Article 5.4 of the Prospectus Directive. When used in this Base Prospectus, “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes and relevant implementing measure in a relevant Member State of the EEA. The Issuer accepts responsibility for the information contained in this Base Prospectus and the Final Terms or, as the case may be, the Pricing Supplement relating to any Tranche of Notes issued under the Programme. To the best of the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Copies of Final Terms relating to Notes which are admitted to the Official List and to trading on the Main Securities Market will be published on the website of the Central Bank at http://www.centralbank.ie/regulation/securities- markets/prospectus/Pages/approvedprospectus.aspx and the website of the Irish Stock Exchange at www.ise.ie and will be available from the registered office of the Issuer and the specified offices of the Paying Agent (as defined below) for the time being in London. This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see “Documents Incorporated by Reference” below). This Base Prospectus shall be read and construed on the basis that such documents are incorporated and form part of this Base Prospectus. Certain information under “Description of the Issuer” has been extracted from publicly available sources and references to any such third-party sources of information are included herein. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by such sources, no facts have been omitted which would render the reproduced information inaccurate or misleading.
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