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DNB Bank ASA (incorporated with limited liability in Norway) U.S.$10,000,000,000 Medium-Term Note Program Under the Medium-Term Note Program (the “Program”) described in this prospectus (the “Prospectus”), DNB Bank ASA (the “Issuer” or “the Bank”), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Medium-Term Notes (the “Notes”) denominated in any currency agreed by the Issuer and the relevant Dealer(s) (as defined below). The aggregate nominal amount of Notes outstanding will not at any time exceed U.S.$10,000,000,000 (or the equivalent in other currencies). Notice of the aggregate principal amount of the Notes, interest (if any) payable in respect of the Notes, the issue price of the Notes and any other terms and conditions not contained herein, which are applicable to each offering of the Notes, will be set out in the relevant Final Terms (as defined herein), which, with respect to Notes to be admitted to trading on the regulated market of the Luxembourg Stock Exchange, will be delivered to the Commission de Surveillance du Secteur Financier (the “CSSF”) in its capacity as competent authority under the Luxembourg Act dated July 10, 2005 on prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) (the “Prospectus Act 2005”) and the Luxembourg Stock Exchange. The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and, subject to certain exceptions, may not be offered or sold directly or indirectly within the United States or to or for the account or benefit of U.S. persons, as defined in Regulation S under the Securities Act (“Regulation S”). The Notes may be offered for sale only (i) in the United States, to qualified institutional buyers (“QIBs”) within the meaning of, and in reliance on, Rule 144A under the Securities Act (“Rule 144A”); or (ii) outside the United States to non-U.S. persons in reliance on, and in accordance with, Regulation S, in each case, in compliance with applicable laws, regulations and directives. Prospective purchasers are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. See “Plan of Distribution and Transfer Restrictions—Selling Restrictions.” The Notes may be issued on a continuing basis to the Dealer and any additional Dealer(s) appointed under the Program 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 Prospectus to the “relevant Dealer” shall, in relation to any issue of Notes, be to the Dealer agreeing to subscribe for such Notes or, in the case of each issue of Notes syndicated amongst a group of Dealers, the Lead Manager(s) of such issue. Prospective investors should have regard to the factors described under the section headed “Risk Factors” in this Prospectus. Application has been made to the CSSF in its capacity as competent authority under the Prospectus Act 2005 for the approval of this document as a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the “Prospectus Directive”) as amended (which includes the amendments made by Directive 2010/73/EU (the “2010 PD Amending Directive”) to the extent that such amendments have been implemented in a Member State of the European Economic Area). Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Program 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. References in this Prospectus to Notes being “listed” (and all related references) shall mean that such Notes have been admitted to the Official List and admitted to trading on the Luxembourg Stock Exchange’s regulated market. The Luxembourg Stock Exchange’s regulated market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments (“MiFID”). The CSSF assumes no responsibility as to the economic and financial soundness of the transactions contemplated by this Prospectus or the quality or solvency of the Issuer in accordance with Article 7(7) of the Prospectus Act 2005. The date of this Prospectus is 21 March 2012 The Program 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 Program has not yet been rated but may be rated in the future by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies Inc. (“Standard & Poor’s”), by Moody’s Investors Service Limited (“Moody’s”) and by Dominion Bond Rating Service (“DBRS”). Notes issued pursuant to the Program may be rated or unrated. Where an issue of Notes is rated, its rating will be specified in the relevant Final Terms and will not necessarily be the same as the rating applicable to the Program. Whether or not each credit rating applied for in relation to relevant Notes will be issued by a credit rating agency established in the European Union and registered under Regulation (EC) No. 1060/2009 (the “CRA Regulation”) will be disclosed in the relevant Final Terms. A credit 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. EACH INITIAL AND SUBSEQUENT PURCHASER OF THE NOTES OFFERED HEREBY IN MAKING ITS PURCHASE WILL BE DEEMED TO HAVE MADE CERTAIN ACKNOWLEDGMENTS, REPRESENTATIONS AND AGREEMENTS INTENDED TO RESTRICT THE RESALE OR OTHER TRANSFER OF SUCH NOTES AND MAY IN CERTAIN CASES BE REQUIRED TO PROVIDE CONFIRMATION OF COMPLIANCE WITH SUCH RESALE OR OTHER TRANSFER RESTRICTIONS. SEE “PLAN OF DISTRIBUTION AND TRANSFER RESTRICTIONS—U.S. TRANSFER RESTRICTIONS.” The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated in “Terms and Conditions of the Notes,” in which event a supplement to this Prospectus, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes. Arranger Barclays Dealer Barclays The date of this Prospectus is March 21, 2012 TABLE OF CONTENTS Page PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION ..................................................... 4 DOCUMENTS INCORPORATED BY REFERENCE ............................................................................................... 7 OVERVIEW OF THE ISSUER ................................................................................................................................... 8 GENERAL DESCRIPTION OF THE PROGRAM ................................................................................................... 11 SUMMARY CONSOLIDATED FINANCIAL INFORMATION............................................................................. 15 RISK FACTORS........................................................................................................................................................ 17 USE OF PROCEEDS................................................................................................................................................. 36 CAPITALIZATION................................................................................................................................................... 37 SELECTED CONSOLIDATED FINANCIAL INFORMATION ............................................................................. 38 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ........................................................................................................................................................... 41 DESCRIPTION OF THE DNB BANK GROUP ....................................................................................................... 70 SELECTED STATISTICAL DATA.......................................................................................................................... 79 RISK MANAGEMENT AND RISK-ADJUSTED PERFORMANCE.................................................................... 101 MANAGEMENT ..................................................................................................................................................... 116 SUPERVISION AND REGULATION.................................................................................................................... 129 TERMS AND CONDITIONS OF THE NOTES ..................................................................................................... 135 FORM OF FINAL TERMS...................................................................................................................................... 162 TAXATION ............................................................................................................................................................. 175 CERTAIN ERISA CONSIDERATIONS................................................................................................................. 184 PLAN OF DISTRIBUTION AND TRANSFER RESTRICTIONS......................................................................... 186 SETTLEMENT

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