Commentary & Deal Flow

IPTs: 10.25NC5: MS+130/135a

• Issuer: DNB Bank ASA (Ticker: DNBNO, Country: NO)
• LEI: 549300GKFG0RYRRQ1414
• Issuer Ratings: Aa2 / AA- (Moody’s (Stable) / S&P (Stable))
• Expected Issue Ratings: A3 (Moody’s) / A- (S&P)
• Status of the Notes: Subordinated. The Subordinated Notes will constitute dated, unsecured and subordinated obligations of the Issuer, and will at all times rank pari passu without any preference among themselves as described more fully in Condition 4 (Status of the Subordinated Notes) of the Base Prospectus. It is the intention of the Issuer that the Subordinated Notes will, upon issue, qualify as Tier 2 Capital of the Issuer and the Group.
• Format: Reg S, Bearer, NGN
• Size: €500m (no-grow)
• Pricing Date: 23-Sep-26
• Settlement Date: 30-Sep-26 (T+5)
• Maturity Date: 30-Dec-36
• Reset Date: 30-Dec-31
• Interest Rate: [●]% per annum (the “Initial Rate of Interest”), fixed rate, payable annually in arrear on each Interest Payment Date (starting on the Interest Payment Date falling on 30-Dec-26). One-time reset on the Reset Date to the prevailing 5-yr Euro Mid Swap Rate plus the Margin, payable annually in arrear following the reset
• Interest Payment Date: 30 December in each year, commencing on 30-Dec-26 (short first coupon)
• Redemption at the Option of the Issuer (Issuer Call): The Issuer may redeem all, but not some only, of the Subordinated Notes on any Optional Redemption Date, subject to the conditions to redemption and purchase including Regulatory Consent as per Condition 7(i) of the Base Prospectus. Any such redemption of Notes shall be at par, together with interest accrued to the date fixed for redemption Optional Redemption Date refers to any day falling in the three-month period commencing on (and including) 30-Sep-31 to (and including) the Reset Date
• Residual Holding Call Option: Applicable. If at any time 75 per cent. or more of the aggregate nominal amount of Notes originally issued shall have been redeemed or purchased and cancelled, the Issuer shall have the option, subject, if applicable, to Regulatory Consent as per Condition 7(i), to redeem all (but not some only) of the remaining outstanding Notes at par with interest accrued, as more fully described in Condition 7(n) (Redemption at the Option of the Issuer (Residual Holding Call))
• Specified Denominations: €100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000
• Fixed Rate Day Count: ACT/ACT (ICMA)
• Payment Business Days: T2
• Fixed Rate Business Day Convention: Following Business Day Convention
• Clearing: Euroclear / Clearstream, Luxembourg
• Listing and Trading: Euronext Dublin (regulated market)
• Governing Law/Settlement: English law except for (i) the provisions of Condition 4 (Status of the Subordinated Notes); (ii) the provisions of Condition 11 (No right of set-off, etc.); (iii) the provisions of Condition 22 (Contractual Recognition of Norwegian Statutory Loss Absorption Powers ) and (iv) any other provisions relating to write-down or conversion of the Notes in accordance with Norwegian law and regulation applicable to the Issuer from time to time, which in each case shall be governed by, and construed in accordance with, Norwegian law
• Selling Restrictions: As per the Base Prospectus This communication is an advertisement for the purposes of Regulation (EU) 2017/1129 and underlying legislation. It is not a prospectus. The Base Prospectus and any supplements are available Confidential at https://www.ir.dnb.no/funding-and-rating/funding-programmes and the Final Terms, when published, will be available at https://www.ir.dnb.no/funding-and-rating/funding-programmes
• Documentation: DNB Bank’s €45,000,000,000 Euro Medium Term Note Programme, Base Prospectus dated 13-Apr-26, last supplemented on the 3-Sep-26 (the "Base Prospectus")
• Joint-Bookrunners: BofA Securities, Citigroup Global Markets Europe AG, Deutsche Bank, DNB Carnegie, Morgan Stanley
• Use of Proceeds: The Notes are intended to constitute Green Bonds (as defined in the Base Prospectus). An amount equal to the net proceeds from the issue of the Notes is intended to be used towards financing and/or refinancing a portfolio of Eligible Green Loans under the Issuer's Green Finance Framework, October 2023, (available on the Issuer's website). See the second paragraph of "Use of Proceeds" in the Base Prospectus for further details
• ISIN: XS3519773454
• Common Code: 351977345
• Target Market (MiFID II & UK MiFIR Product Governance): Manufacturer target market (MiFID II/UK MiFIR product governance, as appropriate) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail in EEA or the UK
• Schedule: Books open, today's business