Capital

- AT1- Tier 2- MREL

16 December 2020

2

Highlights for the first three quarters 2020

• Continued solid underlying earnings

• Pre-tax operating profit before impairment NOK 26.2 bill

• High impairments, mainly due to Covid-19 and oil price effects

• Total impairments NOK 8.7 bill

• Profit for the period NOK 14.6 bill

• Still solid profitability with ROE of 8.2%

• A very solid capital ratio: CET1 Ratio 18.9%

• DNB has currently postponed the dividend decision until late 2020

• The proposed dividend has already been deducted from the capital ratio (equals 142 bps)

• CET 1 Capital Requirement (including Pillar 2 Guidance/Mgt buffer) is 15.7%

• Reduced with approximately 140 bp from year end

• MDA is currently at 12.7%

• DNBs leverage ratio is currently 6.9%

3

DNB’s Outstanding Additional Tier 1 Instruments

USD denominated:

Issue Date Type Amount Coupon First Call Date

18.10.2016 PerpNC5.5 USD 750 mn 6.50% 26.03.2022

12.11.2019 PerpNC5 USD 850 mn 4.875% 12.11.2024

26.03.2015 PerpNC5 USD 750 mn 5.75% 26.03.2020 (Called)

NOK denominated:

Issue Date Type Amount Coupon First Call Date

27.06.2016 PerpNC5 NOK 1,400 mn 3M Nibor + 525 27.06.2021

27.06.2019 PerpNC5 NOK 2,700 mn 3M Nibor + 350 27.06.2024

4

DNB’s Outstanding Dated Tier 2 Instruments

Currency Issue Date Type Amount First Call Date

EUR 01.03.2017 10NC5 650 mn 01.03.2022

EUR 20.03.2018 10NC5 600 mn 20.03.2023

JPY 04.11.2016 10NC5 10,000 mn 04.11.2021

JPY 19.01.2017 10NC5 11,500 mn 19.01.2022

JPY 24.01.2018 10NC5 25,000 mn 24.01.2023

NOK 19.01.2017 10NC5 1,570 mn 19.01.2022

NOK 13.03.2018 10NC5 900 mn 13.03.2023

NOK 28.05.2020 10NC5 2,500 mn 28.05.2025

SEK 19.01.2017 10NC5 1,750 mn 19.01.2022

SEK 13.03.2018 10NC5 1,000 mn 13.03.2023

SEK 28.05.2020 10NC5 1,500 mn 28.05.2025

5

DNB Boligkreditt

✓ 100% owned by DNB Bank and functionally an integrated part of the parent

✓ Mortgages originated within DNB Bank’s distribution network in accordance with the bank's credit policy

DNB Bank ASA

Aa2/AA-

DNB Asset

Management

DNB ASA

DNB

Boligkreditt AS

(Covered Bonds)

AAA/Aaa

DNB Asset

Management

DNB Bank ASA

DNB

Boligkreditt AS

(Covered Bonds)

DNB Life

Insurance

Existing structure New structure

DNB Group Structure• On 2 July 2020, the Ministry of Finance approved DNB’s application to merge DNB (HoldCo) and DNB

Bank, enabling DNB Bank to be the ultimate parent company of the DNB Group and to be the entity

issuing MREL eligible debt.

• The merger is subject to certain further regulatory permissions and will be completed in 2021 at the earliest.

DNB Life

Insurance

6

DNB – Capital Ratios

DNB has to meet all capital requirements on DNB ASA group level (“DNB”), DNB Bank Group

level (“DNB Bank Group”) and DNB Bank ASA solo level (“DNB Bank”)

18.9 % 18.6 %19.6 %

22.5 %24.1 %

26.0 %

DNB DNB Bank Group DNB Bank

CET1 and Total Capital Ratios as per 30 September 2020

7

DNB Delivers Solid Profit

18.7

28.7

34.1

30.8

28.5 28.3

31.7

26.2

7.7

1.62.3

7.4

2.4

(0.1)

2.2

8.7

(5)

0

5

10

15

20

25

30

35

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Jan - Sep2020

Pre-tax operating profit before impairment Impairment of loans

Pre-tax operating profit before impairmentNOK billion

Total income split Jan-Sep 2020

Net interest income

68%

Net commission

and fees16%

Net gains on financial instruments at fair value

13%

Other income

3%

8

Latest changes to DNB’s Capital Requirements – Core Tier 1

• On 13 March 2020, the Ministry of Finance decided to reduce the countercyclical buffer (CCyB)

from 2.5% to 1% for Norwegian exposures with immediate effect. Taking into account reduced

CCyB in other countries announced in March 2020, DNB’s effective CCyB is now at ~0.7%. The

authorities have also indicated that the CCyB in Norway will not be increased before Q1 2022, at

the earliest.

• The systemic risk buffer increased from 3.0% to 4.5% for Norwegian exposures from 31 December

2020. Taking into account systemic risk buffers in other countries, DNB’s effective systemic risk

buffer is now at ~3.0%.

• With the final implementation of CRR/CRD IV in Norway from 31 December 2019, the Basel I floor

was removed and the capital requirements for exposures to Small and Medium sized enterprises

were reduced (SME discount).

1)

CET1 capital ratioPer cent

Leverage ratioPer cent

1) Supervisory authorities’ expectation.

2) Requirement

DNB – A Very Strong Capital Position

9

18.3 18.2

18.9

30 Sept. 2019 30 June 2020 30 Sept. 2020

2)

7.1

6.8 6.9

30 Sept. 2019 30 June 2020 30 Sept. 2020

2)

Development in CET1 capital ratio from 30 June 2020 to 30 September 2020Per cent

DNB – A Very Strong Capital Position

10

▪ Retained profit contributing with approximately 30 basis points in the quarter

▪ Positive counterparty risk and other foreign exchange effects from stronger NOK

11

DNB – A Very Strong Capital Position- Leverage ratio versus Peers

6.9%

5.0%4.8%

4.6% 4.6%4.4%

5.9%2)

DNB Nordea Swedbank SHB SEB Danske Bank Rabobank

6.0% DNB’s leverage ratio requirement1)

1) The Norwegian leverage ratio requirement for banks is 5% effective as from 30 June 2017. For systemically important banks, such as DNB, the

minimum requirement is 6%. A potential breach of the leverage ratio requirement will not trigger automatic restrictions on AT1 coupon payments.

2) Based on 30 June figures, to be updated upon release of updated results.

As per 30 September 2020

12

DNB – A Very Strong Capital PositionThe rating agencies view of DNBs capital

S&P RAC Ratio vs Peers

Per Cent, 31 Dec 2019

S&PS&P RAC Ratios for Top 50 Rated Western European Banks

Per Cent, 31 Dec 2019

14.6%

12.5% 12.4% 12.0%11.1%

10.2% 10.4%

0%

5%

10%

15%

20%

Moody’sMoody’s assigns DNB a Capital Score of ‘aa1’15 Dec 2020

Moody’s Capital Score vs Peers*

DNB Nordea SHB SEB SwedbankDanske

Bank

aa1 aa3 aa3 aa3 aa3 a1

* Source: Moody’s latest Credit Opinion

▪ Equity base is 2.5 times higher than before the financial crisis

▪ DNB is among the most solid and best-capitalised banks in Europe, confirmed by EU-wide bank stress tests

▪ Proven ability to build capital through a crisis, substantial loss absorbance through results

Average equityNOK billion

EBA 2018 EU-wide stress testCET1 capital ratio impact under adverse scenario, per cent

DNB - A Very Strong Capital Position

13

169

184 194

200 211

2015 2016 2017 2018 2019-9

-8

-7

-6

-5

-4

-3

-2

-1

0

DNB European banks

14

101 92

175160

44 -3

40 55

55 89

144

160

202

141 147

240 249

188157

341

2013 2014 2015 2016 2017 2018 2019

Dividends and Buy-backs

CET1 build up

4.5% 4.5% 4.5% 4.5% 4.5%

2.5% 2.5% 2.5% 2.5% 2.5%

3.0% 3.0% ~3.0% ~3.0% ~3.1%

2.0% 2.0% 2.0% 2.0% 2.0%

1.7% ~2.1%~0.7% ~0.7%3) ~0.7%3)

1.8%~2.0%

~1.9% ~2.0%2) ~2.0%2)

YE 2018 YE 2019 31.03.2020 30.09.2020 Target 31.12.2020

Pillar 1 Min Requirement Systemic risk Buffer

SIFI Buffer Countercyclical Buffer

Pillar 2 Requirement SREP Requirement

Conservation Buffer Mgt Buffer / Pillar 2 Guidance

DNB CET1 - without trans. rules

SREP15.5% 1.0%~14.7%1.0%

16.1%

~14.8%

CET1 Capital Requirements- and Capital Generation

1) In the hearing memo regarding the implementation of CRDV in Norway, it is proposed that the P2R will be included in the MDA trigger level. Possible

implementation some time in 2021.

2) The Pillar 2 requirement is set to be the higher of (i) 1.8% of RWA and (ii) NOK 19.4bn. Currently, the nominal requirement applies, leading to an

effective Pillar 2 Requirement of ~2.0%.

3) Based on current countercyclical buffer (CCyB) rates in relevant countries

4) The 2019 figures are calculated on the basis of the implementation of CRR/CRD IV in Norway, which removed the Basel I floor and introduced the SME

discount. The change in methodology had a significant positive impact on the CET1 build up.

• SREP includes the Pillar 2 requirement, but the P2R is not included in the MDA trigger level1)

• Norway has imposed a systemic risk buffer of 4.5%. For DNB, the weighted systemic risk

buffer equals approx. 3% (due to exposures outside Norway)

Capital Generation4)

Basispoints (bps) – transitional rules17.2%

18.6%

139

17.7%

18.9%

15

MDA – DNB well above CET1 MDA Trigger Level

• Pillar 2 requirement in Norway are currently not

included in the MDA trigger level

• In the hearing memo regarding the

implementation of CRDV in Norway, it is

proposed that the P2R will be included

in the MDA trigger level. Possible

implementation some time in 2021.

• MDA buffer must be seen in connection with

DNB’s capital generation abilities

• If DNB should fail to meet the capital

requirement, DNB will have to develop a plan

to the NFSA, and cannot without the NFSA’s

consent distribute dividend, pay interest on AT1

etc

18.9%

YE 2018 YE 2019 31.03.2020 30.09.2020 YE 2020

MDA Trigger Level DNB CET1 ratio

13.7% ~14.1%

~12.7% ~12.7%

1) The 2019 figures are calculated on the basis of the implementation of CRR/CRD IV in Norway, which removed the Basel I floor and introduced the SME

discount. The change in methodology had a significant positive impact on the CET1 build up.

18.6%

~12.8%

17.2%

17.7%

16

DNB’s Solid Profitability Should Ensure AT1 Coupon Payments

Dividend payments on ordinary shares and coupon

payments on Additional Tier 1 (AT1) instruments are at the

discretion of the issuer

1) Share buy-back in 2019

2) Dividend for 2019, to be paid in 2020

DNB will give due consideration to

the capital hierarchy and look to

preserve the seniority of claims

going forward*

* Statement given at the DNB Capital Markets Day 27 November 2014

31.0

23.4

26.9

29.0

31.2

2.9

7.3

9.3

11.413.2 14.12)

3.8

3.9

5.21)

0.1 0.5 1.0 1.0 1.1

0

5

10

15

20

25

30

35

40

2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

Profit Before Tax Dividend Share buy-back AT1 Coupon Payments

15.2

17.1

19.3

17

Overall Capital Requirements under SREP

• Pillar 1 capital requirements in Norway consist of minimum requirements and

combined buffer requirements.

• As a result of the SREP, the supervisors may decide on additional capital add-on (Pillar

2), which together with the Pillar 1 requirements form the Overall capital

requirement.

• If there is a breach of the combined buffer requirements under Pillar 1, there will be

automatic restrictions on dividends etc. (ref. CRD IV article 141).

• However a breach of the overall capital requirements under SREP will not cause

automatic restrictions1):

• The Bank will have to present a plan to the NFSA how to restore the capital ratios

• If the plan is not sufficient, the NFSA will consider other measures.

• The measures will depend on the reasons behind the breach

1) In the hearing memo regarding the implementation of CRDV in Norway, it is proposed that the P2R will be included in the MDA trigger level.

Possible implementation some time in 2021..

18

Pillar 2 Requirement in Norway not included in the MDA Trigger Level

• MDA restrictions will only apply if there is a breach of the Pillar 1 requirements

(Minimum capital requirements + Combined buffer requirements)

• Pillar 2 requirement in Norway currently do not influence the MDA trigger level

• Stated in a letter from the Ministry of Finance dated 15 January 2016

• Confirmed by the Norwegian Financial Supervisory Authority (NFSA) in a response letter dated

15 February 2016, and stated in a circular from the NFSA dated 27 June 2016

• In the hearing memo regarding the implementation of CRDV in Norway, it is proposed

that the Pillar 2 requirement will be included in the MDA trigger level. Possible

implementation some time in 2021.

19

Pillar 2 Requirement to be fulfilled with CET1 Capital

• Current practice from the Norwegian FSA requires the Pillar 2 Requirement to be

fulfilled by using CET1 Capital.

• According to CRDV, parts of the Pillar 2 Requirement can be fulfilled with AT1 and Tier

2 Capital. But we do not expect that this will have effect in Norway

• CRDV allows for regulator to require that a higher portion of the Pillar 2 Requirement to be

fulfilled with CET1 Capital

20

MREL Requirement

• DNB Bank will be the issuing entity for MREL eligible debt1).

• According to the Financial Institutions Regulations, and based on current capital requirements,

DNB shall hold total MREL capital equal to 35.54% of adjusted (for DNB Boligkreditt) risk

weighted assets

• Based on the balance per 30 September 2020, this leads to a need for MREL eligible debt of

NOK 125 billion.

• The MREL requirement will vary over time based on changes in RWA and capital requirements.

• Senior preferred debt issued by DNB Bank per 31 December 2019, with a minimum

remaining tenor of one year, will qualify as MREL capital until 1 January 2024.

• As of 30 September 2020, qualifying debt with a minimum tenor of one year amounts to NOK 157 billion.

• During the transitional period DNB will gradually replace maturing senior debt with the required

volume of non-preferred senior debt.

1) The initial MREL requirement from the NFSA stated that MREL eligible debt should be issued by DNB (HoldCo) to third party investors. On 2 July

2020, the Ministry of Finance approved DNB’s application to merge DNB (HoldCo) and DNB Bank, enabling DNB Bank to be the ultimate parent

company of the DNB Group and to be the entity issuing MREL eligible debt. The merger will be completed in 2021 at the earliest.

21

MREL: Potential Subordination Cap on Eligible Debt

• On 15 October 2020, the Norwegian Ministry of Finance initiated public hearing on the

Ministry’s Working Group’s suggested implementation of CRDV/CRR2/BRRD2 in

Norwegian law1).

• Proposed Subordination Cap in the Hearing Memo: Highest of

• (i) 2x Pillar1 + 2x Pillar2 + Combined Buffer Requirements; and

• (ii) 8% of total liabilities, including own funds.

• Impact of the subordination cap (based on current capital requirements and capital

level):

• Total need for Senior Non-Preferred Debt in the range of NOK 60 to 70 billion.

• Remaining parts of the MREL Requirement to be fulfilled with Senior Preferred Debt.

• Deadline for feedback to the hearing set to 6 January 2021, suggesting possible

implementation some time in 2021.

1) EU Directives and Regulations do not have direct effect in Norway, see slide below

22

Implementation of CRR/CRD IV

• Announced by Ministry of Finance December 2019.

• With the final implementation of CRR/CRD IV in Norway from 31 December 2019, the Basel I floor was

removed and the capital requirements for exposures to Small and Medium sized enterprises were reduced

(SME discount).

• The systemic risk buffer will increase from 3.0% to 4.5% on Norwegian exposures from 31 December 2020.

• For countries that do not have systemic risk buffer requirements, the rate is set to zero instead of previously

proposed Norwegian buffer rate.

• Taking into account reduced systemic risk buffers in other countries, DNB’s effective systemic risk buffer is

now at ~3%.

• DNB’s management buffer/Pillar 2 Guidance is 100 bp.

23

ADI – Available Distributable Items

• Items available for distribution is defined in the Norwegian Public Limited

Liability Companies Act1):

Following this definition, the ADI level is calculated as follows:

ADI = total equity – share capital – fund for unrealised gains

• For 2019, DNB has decided also to deduct additional tier 1 capital

from the ADI.

DNB Bank ASA (31 December 2019):

ADI = NOK 188bn – 18bn – 2bn – 27bn (AT1) = NOK 141bn

=> Due to the significant amount available for distribution, we don’t assess the

ADI as a potential restriction for coupon payments.

1) The Norwegian CRD IV Regulation does not include any definition of ADI

24

Implementation of BRRD and Change in Creditor Hierarchy

• The legislation implementing BRRD in Norway, entered into force 1 January 2019.

• The legislation sets forth that the resolution authorities shall establish a resolution plan for each

institution with specific description of the tools available in a crisis situation. The resolution plan for

DNB is not yet in place.

• In line with the BRRD, the creditor hierarchy is now changed so that deposits that are guaranteed

by the Norwegian deposit guarantee scheme, as well as deposits from private individuals and small

and medium sized enterprises, have priority before deposits from large corporates and unsecured

senior debt, which again has priority before senior non-preferred debt and own funds instruments.

• One of the tools contemplated under the BRRD is the bail-in tool. According to the Norwegian law,

any unsecured debt, except guaranteed deposits, may in principle be bailed in. The resolution

authorities will however respect the hierarchy of claims.

• The implementation of the MREL requirement, including the subordination requirement, shall be

made in such a way that no creditor will be worse off than it would have been in liquidation.

• DNB expects more clarity when the resolution authorities present the resolution plan for DNB some

time in 2020.

25

IFRS 9 | Basel IV | Risk Weighted Density- DNB is well positioned for future regulatory requirements

• IFRS 9

• IFRS 9 was implemented from 1 January 2018 and reduced the common equity Tier 1 capital ratio by

approximately 28 basis points in Q12018 as a one off effect.

• IFRS 9 is now fully implemented, hence, DNB will not apply for transitional rules.

• Basel IV

• DNB is well positioned due to already high risk weights.

• The implementation of Basel IV is expected to have limited effects for DNB.

• Risk Weighted Density

32.2%

26.2% 25.7%23.3%

20.9%19.0%

33.2%1)

DNB Nordea Swedbank SEB SHB Danske Rabobank

Risk Weighted AssetsPer cent of total assets, 30 September 2020

1) Based on 30 June figures, to be updated upon release of updated results

26

Leverage Ratio Requirement

• Norwegian leverage ratio requirement effective as from 30 June 2017:

• Minimum leverage ratio 3%1)

• Bank requirement 2%

• SIFI requirement 1%

Total SIFI/DNB requirement 6%

• At 30 September 2020, DNB Group reported a leverage ratio of 6.9%

• A breach of the leverage ratio requirements will not trigger automatic

restrictions on AT1 coupon payments.

• If there is a breach of the leverage ratio requirement, the financial

institution will have to present to the NFSA a plan how to restore the

leverage ratio.

Regulation dated 20 December 2016

1) Requirement for credit institutions such as DNB Boligkreditt AS.

27

Future Changes in Regulatory Framework – Capital and Bank Recovery and Resolution

• Composition of buffers and Pillar

2 Requirements

• Subordination cap

• SME and Infrastructure discount

• New considerations: Climate Risk

• New Standard methods

• New floor

CRDV/CRR2/BRRD2

2021+

Basel IV/CRR3

2024+

• Implementation of EU Directives/Regulations in Norwegian Law

• EU Directives and Regulations do not have direct effect in Norway

• First step: Implementation in the EEC agreement

• Second step: Relevant rules to be implemented in Norwegian law

• Time lag might vary from months to years

• 15 October 2020: Ministry of Finance initiated public hearing on the implementation of

CRDV/CRR2/BRRD2 in Norwegian law. The deadline for the hearing is 6 January 2021, suggesting

possible implementation some time in 2021.

28

Funding Contacts

Long Term Funding: Short Term Funding:

• Thor Tellefsen

Senior Vice President, Head of Long Term Funding

Phone direct: + 47 24 16 91 22

Mobile: + 47 915 44 385

E-mail: thor.tellefsen@dnb.no

• Magnus Midtgård

Senior Vice President, Long Term Funding

Phone direct: + 47 24 16 91 25

Mobile: + 47 402 22 087

E-mail: magnus.midtgard@dnb.no

• Lene Bergwitz-Larsen

Senior Vice President, Long Term Funding

Phone direct: + 47 24 16 91 27

Mobile: + 47 402 20 140

E-mail: lene.bergwitz-larsen@dnb.no

• Åsmund Midttun

Senior Dealer, Rates, FICC

Phone direct: +47 24 16 90 28

Mobile: +47 901 13 559

E-mail: asmund.midttun@dnb.no

amidttun@bloomberg.net

• Erik Brække

Senior Vice President, Rates, FICC

Phone direct: +47 24 16 90 31

Mobile: +47 930 47 504

E-mail: erik.brakke@dnb.no

ebraekke@bloomberg.net

• Stephen Danna

First Vice President, FX/Rates/Commodities, New York

Phone direct: +1 212 681 2550

Mobile: +1 646 824 0072

E-mail: stephen.danna@dnb.no

sdanna@bloomberg.net

Online Resources:

Funding and Rating: https://www.ir.dnb.no/funding-and-rating

Fact Book: https://vp267.alertir.com/afw/files/press/dnb_asa/202007124771-3.pdf

Pillar 3 Report: https://vp267.alertir.com/sites/default/files/report/pillar3_disclosures_2q20_final.xlsx

29

Disclaimer (1/2)

NOT FOR DISTRIBUTION IN THE UNITED STATES, EXCEPT PURSUANT TO APPLICABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS

OF THE U.S. SECURITIES ACT OF 1933.

This presentation (hereinafter referred to as the “Presentation”) has been prepared by DNB Bank ASA (the “Company” or the “Issuer” and together with its

consolidated subsidiaries the “Group”) solely for the purpose of providing introductory information in connection with the contemplated offering of bonds by the Issuer

(the “Transaction”).

This Presentation is strictly confidential and may not (in whole or in part) be reproduced, distributed, passed on, or the contents otherwise divulged, directly or

indirectly, to any other person (excluding an investment professional’s advisers) without the prior written consent of the Issuer. This Presentation is for information

purposes only and is not meant to be complete or exhaustive. This Presentation does not in itself constitute an offer to sell or a solicitation of an offer to buy any of

the securities described herein. This Presentation has not been reviewed or approved by any regulatory authority or stock exchange. The distribution of this

Presentation into jurisdictions other than Norway may be restricted by law. This Presentation does not constitute or form part of any offer or invitation to sell or issue,

or any solicitation of any offer to acquire any securities offered by any person in any jurisdiction in which such an offer or solicitation is unlawful. Neither this

Presentation nor anything contained herein shall form the basis of any contract or commitment whatsoever. Persons into whose possession this Presentation comes

should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any

such jurisdiction.

This Presentation contains information obtained from third parties. As far as the Issuer is aware and able to ascertain from the information published by that third

party, no facts have been omitted that would render the reproduced information to be materially inaccurate or misleading. This Presentation contains certain forward-

looking statements relating to the business, financial performance and results of the Group and/or the industry in which it operates. Forward-looking statements

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Presentation, including assumptions, opinions and views of the Issuer or cited from third party sources are solely opinions and forecasts which are subject to risks,

uncertainties and other factors that may cause actual events to differ materially from any anticipated development. Neither the Issuer nor any of its advisors, parent

or subsidiary undertakings or any such person’s officers or employees provides any assurance that the assumptions underlying such forward-looking statements are

free from errors nor does any of them accept any responsibility for the future accuracy of the opinions expressed in this Presentation or the actual occurrence of the

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forward-looking statements to the Issuer’s actual results.

AN INVESTMENT IN THE ISSUER INVOLVES RISK, AND SEVERAL FACTORS COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE OR

ACHIEVEMENTS OF THE ISSUER TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS THAT MAY BE

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RELATIONS WITH CUSTOMERS, AND, MORE GENERALLY, GENERAL ECONOMIC AND BUSINESS CONDITIONS, CHANGES IN DOMESTIC AND

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30

Disclaimer (2/2)

To the best of the knowledge of the Issuer, the information contained in this Presentation is in all material respect in accordance with the facts as of the date hereof.

However, no independent verifications have been made. No representation or warranty (express or implied) is made as to, and no reliance should be placed on, any

information, including projections, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or

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In the event this Presentation is distributed in the United Kingdom, it shall only be communicated to persons who have professional experience, knowledge and

expertise in matters relating to investments and are "investment professionals" for the purposes of article 19(5) of the Financial Services and Markets Act 2000

(Financial Promotion) Order 2005 and only in circumstances where, in accordance with section 86(1) of the Financial and Services Markets Act 2000 ("FSMA") the

requirement to provide an approved prospectus in accordance with the requirement under section 85 FSMA does not apply. Consequently, the Investor understands

that the offering of bonds may only be made to "qualified investors" for the purposes of sections 86(1) and 86(7) FSMA, or to limited numbers of UK investors, or only

where minima are placed on the consideration or denomination of securities that can be made available (all such persons being referred to as "relevant persons").

This Presentation is only directed at qualified investors and investment professionals and other persons should not rely on or act upon this Presentation or any of its

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IN RELATION TO THE UNITED STATES AND U.S. PERSONS, THIS PRESENTATION IS STRICTLY CONFIDENTIAL AND IS BEING FURNISHED SOLELY IN

RELIANCE ON APPLICABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. THE

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OFFERED OR SOLD WITHIN THE UNITED STATES, OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS, UNLESS AN EXEMPTION FROM THE

REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT IS AVAILABLE. ACCORDINGLY, ANY OFFER OR SALE OF BONDS WILL ONLY BE

OFFERED OR SOLD (I) WITHIN THE UNITED STATES, OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS, ONLY TO QUALIFIED

INSTITUTIONAL BUYERS (“QIBs”) IN OFFERING TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING AND (II) OUTSIDE THE UNITED STATES IN

OFFSHORE TRANSACTIONS IN ACCORDANCE WITH REGULATION S. ANY PURCHASER OF BONDS IN THE UNITED STATES, OR TO OR FOR THE

ACCOUNT OF U.S. PERSONS, WILL BE DEEMED TO HAVE MADE CERTAIN REPRESENTATIONS AND ACKNOWLEDGEMENTS, INCLUDING WITHOUT

LIMITATION THAT THE PURCHASER IS A QIB.

There may have been changes in matters which affect the Issuer subsequent to the date of this Presentation. Neither the delivery of this Presentation nor any further

discussions of the Issuer with any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer

since such date. This Presentation is subject to Norwegian law, and any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of

Norwegian courts with Oslo city court (Nw: Oslo tingrett) as exclusive venue.