Terms and Conditions of Access

Please read carefully the following terms and conditions of access (the “Terms and Conditions”), which apply to all persons who view this page. The Terms and Conditions may be altered or updated. You should read them in full each time you visit the site.

By accessing this site and the information contained herein, you agree to be bound by the Terms and Conditions, you acknowledge that the site contains confidential information, and agree that the use of the materials and information contained on the site for any purpose other than as described herein, or as otherwise permitted in writing by DNB Bank ASA, is strictly prohibited.

The material and information placed on this site by DNB Bank is being made available to you for information purposes only. You will use this site solely for your internal use and in accordance with the Terms and Conditions. You will treat the confidential information as private and confidential and will ensure that the information is protected with effective security measures and with the degree of care in each case that you would apply to your own confidential information.

The information and material placed on this site may not be forwarded or distributed by, or on behalf of, you to any other person and may not be reproduced by, or on behalf of, you in any manner whatsoever. Any forwarding, distribution or reproduction by, or on behalf of, you of any information in whole or in part is unauthorised. References in these terms of access to “DNB Bank” shall be deemed to be references to DNB Bank ASA and its affiliates.

If you do not agree to the Terms and Conditions, please do not access the site or any of the information contained herein.

Restrictions on Access

The securities referred to on this site (the “Securities”) are complex financial instruments and are not a suitable or appropriate investment for all investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or guidance with respect to the offer or sale of securities such as the Securities to retail investors.

In particular, in June 2015, the UK Financial Conduct Authority published the Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, which took effect from 1 October 2015 (the “PI Instrument”).

Under the rules set out in the PI Instrument (as amended or replaced from time to time, the “PI Rules”):

(i)         certain contingent write-down or convertible securities (including any beneficial interests therein), such as the Securities, must not be sold to retail clients in the European Economic Area (the “EEA”); and

(ii)       there must not be any communication or approval of an invitation or inducement to participate in, acquire or underwrite such securities (or the beneficial interest in such securities) where that invitation or inducement is addressed to or disseminated in such a way that it is likely to be received by a retail client in the EEA (in each case, within the meaning of the PI Rules), other than in accordance with the limited exemptions set out in the PI Rules.

By accessing this website you represent, warrant, agree with, and undertake to, DNB Bank that:

  1. you are not a retail client in the EEA (as defined in the PI Rules);
  2. whether or not you are subject to the PI Rules, you will not:

(A)              sell or offer the Securities (or any beneficial interest therein) to retail clients in the EEA; or

(B)              communicate (including the distribution of any information contained on this website) or approve an invitation or inducement to participate in, acquire or underwrite the Securities (or any beneficial interests therein) where that invitation or inducement is addressed to or disseminated in such a way that it is likely to be received by a retail client in the EEA (in each case within the meaning of the PI Rules),

in any such case other than (i) in relation to any sale or offer to sell Securities (or any beneficial interest therein) to a retail client in or resident in the United Kingdom (the “UK”), in circumstances that do not and will not give rise to a contravention of the applicable PI Rules by any person and/or (ii) in relation to any sale or offer to sell Securities (or any beneficial interest therein) to a retail client in any EEA member state other than the UK, where (a) you have conducted an assessment and concluded that the relevant retail client understands the risks of an investment in the Securities (or any beneficial interest therein) and is able to bear the potential losses involved in an investment in the Securities (or any beneficial interests therein) and (b) you have at all times acted in relation to such sale or offer in compliance with the Markets in Financial Instruments Directive (2004/39/EC) (“MiFID”) to the extent it applies to you or, to the extent MiFID does not apply to you, in a manner which would be in compliance with MiFID if it were to apply to you; and

  1. you will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside or outside the EEA) relating to the promotion, offering, distribution and/or sale of the Securities (or any beneficial interest therein), including (without limitation) any such laws, regulations and regulatory guidance relating to determining the appropriateness and/or suitability of an investment in the Securities (or any beneficial interest therein) by investors in any relevant jurisdiction.

You should inform yourself of, and comply with, any applicable laws, regulations or regulatory guidance with respect to any resale of the Securities (or any beneficial interests therein), including the PI Rules.

Where you are acting as agent on behalf of a disclosed or undisclosed client, the foregoing representations, warranties, agreements and undertakings will be given by and be binding upon both you and your underlying client.

The PI Rules must be complied with when selling the Securities to Norwegian investors in Norway and, as an additional and separate requirement, the Securities may not be sold to Norwegian non-professional investors (as defined in the Norwegian Securities Trading Act and the Norwegian Securities Trading Regulation) unless the relevant investor previously has invested at least NOK 5 million in bonds and has obtained sufficient knowledge through relevant education or work experience in accordance with MiFID.

You acknowledge that DNB Bank will rely upon the truth and accuracy of the representations, warranties, agreements and undertakings set forth in these Restrictions on Access and is entitled to rely upon the same and is irrevocably authorised to produce a copy of these Restrictions on Access to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

The information on the website is not an offer to sell or any invitation to buy any Securities.

Accessing the website will constitute your acceptance of these Restrictions on Access and your confirmation that the representations and warranties made by you pursuant to these Restrictions on Access are accurate.

Before accessing this website, you must also confirm and acknowledge that:

(a)                the materials on this website are not directed at, and may not be viewed by or distributed to:

(i)                 persons located or resident in the United States, its possessions or territories or persons who are U.S. persons[1] (as defined in Regulation S under the Securities Act of 1933, as amended (the “Securities Act”)); or

(ii)               persons in the United Kingdom except for persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the “Order”), (ii) are high net worth entities falling within article 49(2) of the Order, or (iii) are otherwise persons to whom the materials may be lawfully communicated; or

(iii)             persons in any Member State of the European Economic Area (other than the United Kingdom) except for persons who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (2003/71/EC) as amended; or

(iv)             any other persons who are not persons to whom the materials may be otherwise lawfully communicated under the laws of any other jurisdiction;

(b)               you are (i) not a U.S. person or accessing this site from inside the United States and (ii) not acting on behalf of a person inside the United States or that is a U.S. person;

(c)                you are (and any person for whom, or on whose behalf, you are acting is) a person to whom the materials on the website may be lawfully communicated under the laws of all applicable jurisdictions and are not subject to any legal requirements that prohibit or restrict you (or such person) from viewing such materials;

(d)               you will not offer or sell any securities referred to on the website, or distribute, transmit or otherwise disseminate any materials or information contained on this website, other than to persons to whom such offer or sale can lawfully be made or, as the case may be, to whom such materials and/or information can be lawfully distributed under all applicable laws; and

(e)                you have complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 of the United Kingdom with respect to anything done by you in relation to any securities referred to on the website in, from or otherwise involving the United Kingdom.

Investment considerations

The materials included on this site are historical in nature and only current as of the date of the materials. You should note that past results do not predict future performance. DNB Bank is not acting as a financial advisor or in any other fiduciary capacity with respect to this site and the information contained herein. Prospective investors should consult their own financial, tax and legal advisors about risks associated with an investment in Securities and the suitability of any such investment in light of their particular circumstances. Except as may be required by law, neither DNB Bank nor any other party has any duty to maintain or update any material on this site and no representation or warranty, express or implied, is or will be made in relation to, the accuracy or completeness of the information.

Certain materials placed on this site contain legends, limitations, qualifications or other restrictions relating to the nature or use of such material. Any such legends, limitations, qualifications or restrictions continue to apply notwithstanding that the materials have been placed on the site.

No offer or solicitation

This site and the information contained herein has been prepared solely for information purposes only and do not constitute an invitation or recommendation to invest or otherwise deal in, or an offer to sell or the solicitation of an offer to buy or subscribe for, Securities or any other securities. The site does not create any legally binding obligations on the part of DNB Bank. This site does not purport to provide any financial, investment, accounting, tax, regulatory or legal advice or recommendation. For further information concerning the Securities, please consult with an investment advisor or broker. There shall be no sale of any Securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

The Securities referred to in this website have not been and will not be registered under the Securities Act or any other applicable laws of any state, province, territory, country or jurisdiction of the United States, Canada or Japan.

No liability

Whilst DNB Bank has taken all reasonable steps to ensure that the information contained on the site is accurate as of the date stated, DNB Bank excludes to the full extent permitted under applicable law any warranties, undertakings or representations that the information contained on the site is accurate, current or complete. The information is not tailored for any particular investor or any other recipient and does not constitute investment advice and in no event shall DNB Bank be liable to you or any third party for any direct, indirect, consequential or other losses or damages of any kind, or any damages whatsoever, or any other liability arising out of or in connection with the use of any information set forth on this site.

Governing law

These Terms and Conditions and any non-contractual obligations arising out of or in connection with them will be governed by, and construed in accordance with, the laws of the Kingdom of Norway. The Norwegian courts will have jurisdiction to settle any disputes which may arise in connection with these Terms and Conditions or any non- contractual obligations arising out of or in connection with these Terms and Conditions.

 



[1] *A "U.S. person" for purposes of Regulation S includes, but is not limited to, (i) any natural person resident in the United States, (ii) any partnership or corporation organised or incorporated under the laws of the United States or any state thereof or (iii) any agency or branch of a foreign entity located in the United States.



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