DNB Bank ASA (incorporated in Norway) Issue of €750,000,000 Dated Subordinated Notes due 2023 under the €45,000,000,000 Euro Medium Term Note Programme Issue Price: 99.548 per cent. The €750,000,000 Dated Subordinated Notes due 2023 (the “Notes”) are being issued by DNB Bank ASA (the “Issuer”) as a series of securities under the Euro Medium Term Note Programme (the “Programme”) of the Issuer. The Notes will bear interest from (and including) 26th September, 2013 (the “Issue Date”) to (but excluding) 26th September, 2018 (the “Optional Redemption Date”) at a fixed rate of 3.00 per cent. per annum. From (and including) the Optional Redemption Date to (but excluding) 26th September, 2023, the Notes will bear interest at a fixed rate of 1.77 per cent. per annum above the then applying annual swap rate for euro swap transactions with a maturity of five years determined in accordance with market convention. Interest on the Notes will be payable in arrear on 26th September in each year (each an “Interest Payment Date”). Subject as provided herein and to the prior approval of the Financial Supervisory Authority of Norway (Finanstilsynet) (the “Norwegian FSA”), the Notes may be redeemed at the option of the Issuer in whole, but not in part only, (i) on the Optional Redemption Date, (ii) at any time for certain withholding tax reasons or (iii) upon the occurrence of a Capital Event (as defined herein), in each case at their principal amount together with interest accrued to (but excluding) the date of redemption. This Prospectus comprises a prospectus for the purposes of Directive 2003/71/EC as amended (which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area) (the "Prospectus Directive") and has been prepared by the Issuer for the purpose of giving information with regard to the Issuer, the Issuer and its subsidiaries taken as a whole (the “DNB Bank Group”) and the Notes which, according to the particular nature of the Issuer, the DNB Bank Group and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer, the DNB Bank Group and of the rights attaching to the Notes. Application has been made to the Commission de Surveillance du Secteur Financier (the “CSSF”) in its capacity as competent authority under the Luxembourg Act dated 10th July, 2005 on prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) (the “Prospectus Act 2005”) for the approval of this document as a prospectus for the purposes of Article 5.3 of the Prospectus Directive. Application has also been made to the Luxembourg Stock Exchange for the Notes 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 Directive 2004/39/EC (the “Markets in Financial Instruments Directive”). 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 Notes are expected to be rated A- by Standard & Poor’s Credit Market Services Europe Limited (“Standard & Poor's”). Standard & Poor's is established in the European Union and is registered under Regulation (EC) No. 1060/2009, as amended (the “CRA Regulation”). As such, Standard & Poor's is included in the list of credit rating agencies published by the European Securities and Markets Authority ("ESMA") on its website (www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. The list of registered and certified rating agencies published by ESMA on its website in accordance with the CRA Regulation is not conclusive evidence of the status of the relevant rating agency included in such list as there may be delays between certain supervisory measures being taken against a relevant rating agency and the publication of the updated ESMA list. 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. The Notes will initially be represented by a temporary global Note in bearer form (the “Temporary Bearer Global Note”), without interest coupons, which will be delivered on or prior to the Issue Date to a common safekeeper (the “Common Safekeeper”) for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). The Temporary Bearer Global Note will be exchangeable for a permanent global Note in bearer form (the “Permanent Bearer Global Note”), without interest coupons, upon certification as to non-U.S. beneficial ownership as required by U.S. Treasury regulations. Interests in the Permanent Bearer Global Note will be exchangeable (in whole but not in part) for definitive Notes only in certain limited circumstances as described in the Permanent Bearer Global Note. Joint Lead Managers Deutsche Bank Goldman Sachs International HSBC UBS Investment Bank Co-Lead Manager DNB Bank The date of this Prospectus is 24th September, 2013. The Issuer accepts responsibility for the information contained in this Prospectus. 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 Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. This 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 Prospectus shall be read and construed on the basis that such documents are incorporated and form part of this Prospectus. None of Deutsche Bank AG, London Branch, Goldman Sachs International, HSBC Bank plc and UBS Limited (together, the "Joint Lead Managers"), DNB Bank ASA in its capacity as co-lead manager (the “Co-Lead Manager” and, together with the Joint Lead Managers, the “Managers”) and The Law Debenture Trust Corporation p.l.c. (the "Trustee") have separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Managers or the Trustee as to the accuracy or completeness of the information contained or incorporated in this Prospectus or any other information provided by the Issuer in connection with the Notes or their distribution. The statements made in this paragraph are made without prejudice to the responsibility of the Issuer under the Programme. No person is or has been authorised by the Issuer, the Managers or the Trustee to give any information or to make any representation not contained in or not consistent with this Prospectus or any other information supplied in connection with the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or any of the Managers or the Trustee. Neither this Prospectus nor any other information supplied in connection with the Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation or as constituting an invitation or offer by the Issuer, any of the Managers or the Trustee that any recipient of this Prospectus or any other information supplied in connection with the Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither this Prospectus nor any other information supplied in connection with the issue of the Notes constitutes an offer by or on behalf of the Issuer, any of the Managers or the Trustee to any person to subscribe for or to purchase any Notes. The delivery of this Prospectus does not at any time imply that the information contained herein concerning the Issuer is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Notes is correct as of any time subsequent to the date indicated in the document containing the same. The Managers and the Trustee expressly do not undertake to review the financial condition or affairs of the Issuer during the life of the Notes. Investors should review, inter alia, the documents deemed to be incorporated herein by reference when deciding whether or not to purchase any Notes. The distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. None of the Issuer, the Managers and the Trustee represents that this document may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer, the Managers or the Trustee which is intended to permit a public offering of any Notes or distribution of this document in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be distributed or 2 published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations and the Managers have represented that all offers and sales by them will be made on the same terms.