Securities Note for FRN Gjensidige Forsikring ASA Subordinated Callable Bond Issue 2014/2044 Oslo, 4 December 2014 Joint Lead Managers:
Securities Note FRN Gjensidige Forsikring ASA Subordinated Callable Bond Issue 2014/2044 ISIN NO 0010720378 Important information* The Securities Note has been prepared in connection with listing of the securities at Oslo Børs. The Norwegian FSA has controlled and approved the Securities Note pursuant to Section 7-7 of the Norwegian Securities Trading Act. The Norwegian FSA has not controlled and approved the accuracy or completeness of the information given in the Securities Note. The control and approval performed by the Norwegian FSA relates solely to descriptions included by the Company according to a pre-defined list of content requirements. The Norwegian FSA has not undertaken any form of control or approval of corporate matters described in or otherwise covered by the Securities Note. New information that is significant for the Borrower or its subsidiaries may be disclosed after the Securities Note has been made public, but prior to listing of the Loan. Such information will be published as a supplement to the Securities Note pursuant to Section 7-15 of the Norwegian Securities Trading Act. On no account must the publication or the disclosure of the Securities Note give the impression that the information herein is complete or correct on a given date after the date on the Securities Note, or that the business activities of the Borrower or its subsidiaries may not have been changed. Only the Borrower and the Joint Lead Managers are entitled to procure information about conditions described in the Securities Note. Information procured by any other person is of no relevance in relation to the Securities Note and cannot be relied on. Unless otherwise stated, the Securities Note is subject to Norwegian law. In the event of any dispute regarding the Securities Note, Norwegian law will apply. In certain jurisdictions, the distribution of the Securities Note may be limited by law, for example in the United States of America, Canada, Japan and in the United Kingdom. Approval of the Securities Note by the Norwegian FSA implies that the Note may be used in any EEA country that has implemented the EU Prospectus Directive. No other measures have been taken to obtain authorisation to distribute the Securities Note in any jurisdiction where such action is required. Persons that receive the Securities Note are ordered by the Borrower and the Joint Lead Managers to obtain information on and comply with such restrictions. This Securities Note is not an offer to sell or a request to buy bonds. The Securities Note together with the Registration Document and any supplements to these documents constitutes the Prospectus. The content of the Securities Note does not constitute legal, financial or tax advice and bond owners should seek legal, financial and/or tax advice. Contact the Borrower or the Joint Lead Managers to receive copies of the Securities Note. Factors which are material for the purpose of assessing the market risks associated with Bond: The Bonds may not be a suitable investment for all investors. Each potential investor in the Bonds must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should: (i) (ii) (iii) (iv) (v) have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits and risks of investing in the Bonds and the information contained or incorporated by reference in this Securities Note and/or Registration Document or any applicable supplement; have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Bonds and the impact the Bonds will have on its overall investment portfolio; have sufficient financial resources and liquidity to bear all of the risks of an investment in the Bonds, including where the currency for principal or interest payments is different from the potential investor s currency; understand thoroughly the terms of the Bonds and be familiar with the behaviour of the financial markets; and be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks. Modification and Waiver The conditions of the Bonds contain provisions for calling meetings of bondholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all bondholders including bondholders who did not attend and vote at the relevant meeting and bondholders who voted in a manner contrary to the majority. 2
Securities Note FRN Gjensidige Forsikring ASA Subordinated Callable Bond Issue 2014/2044 ISIN NO 0010720378 The conditions of the Bonds also provide that the Bond Trustee may: Except as provided for in Bond Agreement clause 6.1.5, reach decisions binding for all Bondholders concerning the Bond Agreement, including amendments to the Bond Agreement and waivers or modifications of certain provisions, which in the opinion of the Bond Trustee, do not have a Material Adverse Effect on the rights or interests of the Bondholders pursuant to the Bond Agreement. Except as provided for in the Bond Agreement clause 6.1.5, reach decisions binding for all Bondholders in circumstances other than those mentioned in the Bond Agreement clause 6.1.3 provided prior notification has been made to the Bondholders. The Bond Trustee may not reach a decision binding for all Bondholders in the event that any Bondholder submits a written protest against the proposal within a deadline set forth in the Bondholder notification. Not reach decisions pursuant to the Bond Agreement clauses 6.1.3 or 6.1.4 for matters set forth in the Bond Agreement clause 5.3.5 except to rectify obvious incorrectness, vagueness or incompleteness. Not adopt resolutions which may give certain Bondholders or others an unreasonable advantage at the expense of other Bondholders. *The capitalised words in the section "Important Information" are defined in Chapter 3: "Detailed information about the securities". 3
Securities Note FRN Gjensidige Forsikring ASA Subordinated Callable Bond Issue 2014/2044 ISIN NO 0010720378 Index: 1 Risk Factors... 5 2 Persons Responsible... 6 3 Detailed information about the securities... 7 4 Additional Information... 14 5 Appendix 1: Bond agreement... 15 4
Securities Note FRN Gjensidige Forsikring ASA Subordinated Callable Bond Issue 2014/2044 ISIN NO 0010720378 1 Risk Factors Investing in bonds issued by Gjensidige Forsikring ASA involves inherent risks. Prospective investors should consider, among other things, the risk factors set out in the Prospectus, before making an investment decision. The risks and uncertainties described in the Prospectus, are risks of which Gjensidige Forsikring ASA is aware and that Gjensidige Forsikring ASA considers to be material to its business. If any of these risks were to occur, Gjensidige Forsikring ASA s business, financial position, operating results or cash flows could be materially adversely affected, and Gjensidige Forsikring ASA could be unable to pay interest, principal or other amounts on or in connection with the bonds. Prospective investors should also read the detailed information set out in the Registration Document dated 4 December 2014 and reach their own views prior to making any investment decision. Risk related to the market in general All investments in interest bearing securities have risk associated with such investment. The risk is related to the general price volatility in the market for such securities, varying liquidity in a single bond issue as well as company specific risk factors. There are seven main risk factors that sum up the investors' total risk exposure when investing in interest bearing securities: status of the Bonds, the Issuer s early redemption right of the Bonds, liquidity risk, interest rate risk, settlement risk, credit risk and market risk (both in general and issuer specific). Due to the status of the Bonds as direct, unsecured and subordinated debt obligations, the Bonds will rank junior in connection with a Bankruptcy Event in right of payment to any present or future claims of (i) policyholders of the Issuer, and (ii) any other unsubordinated creditors of the Issuer. In case of a Bankruptcy Event, payments to investors in subordinated debt will depend on funds left after payments are made to unsubordinated creditors. This may result in a loss for the bondholder. From the status of the Bonds it also follows that the interest payments may be deferred without any accrual of interest on the deferred amount. As a consequence the investor may lose income from not receiving coupon and not being able to reinvest the interest. Finally, if the audited accounts of the Issuer show that a substantial part of its subordinated debt capital has been lost, the loss may be absorbed by reduction of the Denomination without any accompanying payment to the investors. If the Issuer s early redemption right is exercised, the Call Price is 100 % of the Denomination. The Call Price is subject to any adjustments following a Reduction of Amounts of Principal. The Call Price may limit the market value of the Bonds and an investor may not be able to reinvest the redemption proceeds in a manner which achieves a similar effective return. Liquidity risk is the risk that a party interested in trading bonds cannot do it because nobody else in the market wants to trade the bonds. Missing demand for the bonds may result in a loss for the bondholder in the form of not getting acess to liquidity through sale of the bonds but has to wait until maturity for the bonds to receive liquidity. The interest rate or coupon of this instrument consists of two elements; a) 3 month NIBOR and b) the Margin. The risk is associated with the variability of the sum of these two components. The Margin is fixed at issuance of the bonds and will not represent a risk for an investor as regards the interest income from the bonds. 3 month NIBOR is a reference rate for pricing of 3 month liquidity in the market and will vary over time. The coupon is reset quarterly based on actual 3 month NIBOR plus Margin. This means the risk to interest income from the bonds is associated with the changes in NIBOR. When trading this instrument the investor is exposed to the risk of changes in market changes in 3 month NIBOR as well as changes in market changes to the margin investors are willing to trade the bonds. These changes will affect the price of the bonds. Settlement risk is the risk that the settlement of bonds does not take place as agreed. The settlement risk consists of the failure to pay or the failure to deliver the bonds. Credit risk is the risk that the Borrower fails to make the required payments under the Loan (either principal or interest). Market risk is the risk that the value of the bonds will decrease due to the change in value of the market risk factors. The price of a single bond issue will fluctuate in accordance with the interest rate and credit markets in general, the market view of the credit risk of that particular bond issue, and the liquidity of this bond issue in the market. In spite of an underlying positive development in the Issuer s business activities, the price of a bond may fall independent of this fact. No market-maker agreement is entered into in relation to this bond issue, and the liquidity of bonds will at all times depend on the market participants view of the credit quality of the Issuer as well as established and available credit lines. 5
Securities Note FRN Gjensidige Forsikring ASA Subordinated Callable Bond Issue 2014/2044 ISIN NO 0010720378 2 Persons Responsible 2.1 Persons responsible for the information Persons responsible for the information given in the Prospectus are: Gjensidige Forsikring ASA, Postboks 700 Sentrum, N-0106 Oslo, Norway. 2.2 Declaration by persons responsible Responsibility statement: Gjensidige Forsikring ASA confirms, having taken all reasonable care to ensure that such is the case, that the information contained in the Prospectus is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. Oslo, 4 December 2014 Gjensidige Forsikring ASA 6
Securities Note FRN Gjensidige Forsikring ASA Subordinated Callable Bond Issue 2014/2044 ISIN NO 0010720378 3 Detailed information about the securities ISIN code: NO 0010720378 The Loan/The Reference Name/The Bonds: Borrower/Issuer: Security Type: "FRN Gjensidige Forsikring ASA Subordinated Callable Bond Issue 2014/2044. Gjensidige Forsikring ASA, registered in the Norwegian Companies Registry with registration number 995 568 217. Subordinated callable bond issue with floating rate. Borrowing Limit Tap Issue: NOK N/A Borrowing Amount/First Tranche: NOK 1,200,000,000 Denomination Each Bond: NOK 1,000,000 - each and ranking pari passu among themselves Securities Form: The Bonds are electronically registered in book-entry form with the Securities Depository. Disbursement/Settlement/Issue Date: 2 October 2014. Interest Bearing From and Including: Interest Bearing To: Disbursement/Settlement/Issue Date. Maturity Date. Maturity Date: 3 October 2044. Reference Rate: NIBOR 3 months, rounded to the nearest hundredth of a percentage point. Margin: 1.50 % p.a. until 2 October 2024, thereafter 1.50 % p.a. + 1.00 % p.a. Coupon Rate: Day Count Fraction - Coupon: Business Day Convention: Interest Rate Determination Date: Interest Rate Adjustment Date: Interest Payment Date: Reference Rate + Margin, equal to 3.15 % p.a. for the interest period ending on 2 January 2015. Act/360 in arrears. If the relevant Interest Payment Date originally falls on a day that is not a Business Day, an adjustment of the Interest Payment Date will be made so that the applicable Interest Payment Date shall be the first following Business Day unless that day falls in the next calendar month, in which case that date will be the first preceding Business Day (Modified Following Business Day Convention). 30 September 2014, and thereafter two Business Days prior to each Interest Payment Day. With effect from Interest Payment Date. Each 2 January, 2 April, 2 July and 2 October in each year to and including the Maturity Date, subject to adjustment due to Deferral of Payments. Any adjustment of Interest Payment Dates will be made according to the Business Day Convention. The first Interest Payment Date being 2 January 2015. #Days first term: Issue Price: Yield: 92 days. 100 % (par value). Dependent on the market price. On 4 December 2014 the yield is 7
Securities Note FRN Gjensidige Forsikring ASA Subordinated Callable Bond Issue 2014/2044 ISIN NO 0010720378 indicated to 3.99 % p.a. Deferral of Payments: Optional Deferral of Interest The Issuer may on any Optional Interest Deferral Date by notice to the Bond Trustee defer payment of all (but not only some) of the interest accrued but unpaid to that date. Mandatory Deferral of Interest The Issuer will on any Mandatory Interest Deferral Date by notice to the Trustee (together with a certificate signed by authorised signatories of the Issuer confirming the relevant Interest Payment Date is a Mandatory Interest Deferral Date) defer payment of all (but not only some) of the interest accrued but unpaid to that date. Payment of Deferred Interest Any interest not paid on an Optional Interest Deferral Date or a Mandatory Interest Deferral Date ( Arrears of Interest ) may at the option of the Issuer, be paid in whole or in part at the next Interest Payment Date which is not a Mandatory Interest Deferral Date, and shall, subject to prior approval from the Issuer s Supervisor (to the extent required under the Applicable Regulations), be paid in whole on a date which is not a Mandatory Interest Deferral Date at the earliest of: (a) the date of any redemption of the Bonds in accordance with the terms and conditions for the Bonds; (b) (c) the date of a Bankruptcy Event; or the date on which the Issuer pays any distribution or dividend or makes any payment (including payment in relation to redemption or repurchase) on or in respect of any Junior Obligations or Parity Obligations, or the date on which any dividend or other distribution on or payment (including payment in relation to redemption or repurchase) on or in respect of the Issuer s share capital is paid. Interest will not accrue on Arrears of Interest. For definitions, see Bond Agreement chapter 2. Business Day: Put/Call options: Any day when the Norwegian Central Bank s Settlement System is open and when Norwegian banks can settle foreign currency transactions. Ordinary Call The Issuer may on the Call Date or any Interest Payment Date thereafter, if the Issuer provides satisfactory evidence to the Bond Trustee, that (i) in the opinion of the Issuer s Supervisor no Capital Requirement Breach has occurred or is likely to occur as a result of a redemption, and (ii) the Issuer has received prior consent of the Issuer s Supervisor, redeem all (but not some only) of the outstanding Bonds at the Call Price. Conditional Call If the Issuer provides satisfactory evidence to the Bond Trustee, that: (a) a Capital Disqualification Event; (b) a Rating Agency Event; and/or (c) a Taxation Event; has occurred, the Issuer may subject to prior consent of the Issuer s Supervisor, redeem all (but not only some only) of the outstanding Bonds at the Call Price. If exercising the Call, the Issuer shall at the relevant date indicated under Call pay to the Bondholders the Denomination of 8
Securities Note FRN Gjensidige Forsikring ASA Subordinated Callable Bond Issue 2014/2044 ISIN NO 0010720378 the Bonds to be redeemed plus accrued interest and Arrears of Interest, if any, on the redeemed Bonds without any premium or penalty. Exercise of Call shall be notified by the Issuer to the Bondholders and the Bond Trustee at least thirty (30) Business Days prior to the relevant Call Date. Call Date: Ordinary Call 2 October 2024, and on any Interest Payment Date thereafter. Conditional Call On any Business Day during the tenor of the Loan. Call Price: Capital Requirement Breach: Capital Disqualification Event: Rating Agency Event: Taxation Event: 100 % of the Denomination, subject to any adjustments following a Reduction of Amounts of Principal. A breach of the applicable capital requirements or solvency requirements from time to time (as such requirements are defined) under the Applicable Regulations. For the avoidance of doubt, a breach of the solvency capital requirement (SCR) as defined in Solvency II is a Capital Requirement Breach. An event which occurs if, as a result of any replacement of or change to (or change to the interpretation by any court or relevant authority) the Applicable Regulation which becomes effective on or after the Issue Date (including the implementation of Solvency II), the Bonds or part of the Bonds are no longer, or there is a substantial risk that they will no longer be, eligible in accordance with the Applicable Regulations to count as cover for the capital or solvency requirements (as such terms are described from time to time in the Applicable Regulations) for the Issuer whether on a single or consolidated basis (and including, for the avoidance of doubt, any change to any applicable limitation on the amount of such capital). A change in the rating methodology, or in the interpretation of such methodology, as the case may be, becoming effective after the Issue Date, as a result of which the capital treatment assigned by a Rating Agency to the Bonds or part thereof, as notified by such Rating Agency to the Issuer or as published by such Rating Agency, becomes, in the reasonable opinion of the Issuer, materially unfavourable for the Issuer, when compared to the capital treatment assigned by such Rating Agency to the Bonds, as notified by such Rating Agency to the Issuer or as published by such Rating Agency, on or around the Issue Date. An event which occurs as a result of any amendment to, clarification of or change (including any announced prospective change) in the laws or treaties (or regulations thereunder or public interpretation thereof) of Norway affecting taxation (including any change in the interpretation by any court or relevant authority) or any governmental action, on or after the Issue Date, and there is a substantial risk that: (i) (ii) The Issuer is, or will be, subject to a significant amount of other taxes, duties or other governmental charges or civil liabilities with respect to the Bonds; The treatment of any of the Issuer s items of income or expense with respect to the Bonds as reflected on the tax returns (including estimated returns) filed (or to be filed) by the Issuer will not be respected by a taxing authority, which subjects the Issuer to a significant amount of additional taxes, duties or other governmental charges; or (iii) The Issuer would be required to gross up interest payments. 9
Securities Note FRN Gjensidige Forsikring ASA Subordinated Callable Bond Issue 2014/2044 ISIN NO 0010720378 Reduction of Amounts of Principal: The Bonds may be utilized by the Issuer to absorb losses by a reduction of principal amounts pursuant to Applicable Regulations and ancillary regulations. Provided the audited accounts of the Issuer show that a substantial part of its subordinated debt capital has been lost, such a write down may be resolved by a shareholders meeting of the Issuer acting upon a proposal by the Board. The Issuer undertakes that such a proposal will include a recommendation that principal in respect of Tier 1 indebtedness should be written down prior to any principal in respect of undated Tier 2 subordinated indebtedness. Any undated Tier 2 subordinated indebtedness will be written down together with (and pro rata to) any principal in respect of any dated Tier 2 subordinated indebtedness. Pursuant to the above, and subject to applicable provisions of Norwegian law, the Issuer undertakes that it will, subject to prior approval from the Issuer s Supervisor (to the extent required under the Applicable Regulations), recommend that its shareholders cancel all principal in respect of all Tier 1 Capital and all paid up equity and equity fund/retained earnings of the Issuer before cancelling any principal in respect of the Bonds and on a pro rata basis with all other pari passu claims. To the extent that only parts of the outstanding principal amount of the Bonds has been cancelled as provided above on a pro rata basis, interest will continue to accrue in accordance with the terms hereof on the then outstanding principal amount of the Bonds. Pursuant to the Bond Agreement, the Issuer is obliged without any delay to inform the Bond Trustee of any potential reduction of amounts of principal. In order to facilitate any reduction of principal as set out herein, the Bond Trustee may instruct the Securities Register to split the Denomination of the Bonds. Applicable Regulations: (i) prior to the implementation of Solvency II into Norwegian law, any legislation, rules or regulations (whether having the force of law or otherwise) applying to the Issuer from time to time relating to the characteristics, features or criteria of own funds or capital resources and, for the avoidance of doubt and without limitation to the foregoing, including (a) the public regulations relating to capital adequacy (No.: ansvarlig kapital) and (b) any other legislation, rules or regulations relating to such matters which are supplementary or extraneous to the obligations imposed on Norway by Solvency I or the Solvency II Directive; and (ii) upon and following the implementation of Solvency II into Norwegian law, such rules and regulations as introduced in Norway from time to time for the purposes of implementing Solvency II into Norwegian law. Issuer s Supervisor: Amortisation: Redemption: The Financial Supervisory Authority of Norway Act (No: Finanstilsynet) and any successor or replacement thereto, or other authority having primary responsibility for the prudential oversight and supervision of the Issuer with respect to its capital. The bonds will run without installments and be repaid in full at Maturity Date at par, subject to any adjustments following a Reduction of Amounts of Principal, Ordinary Call or Conditional Call. Matured interest and matured principal will be credited each Bondholder directly from the Securities Registry. Claims for interest and principal shall be limited in time pursuant the Norwegian Act relating to the Limitation Period Claims of May 18 1979 no 18, p.t. 3 years for interest rates and 10 years for principal. 10
Securities Note FRN Gjensidige Forsikring ASA Subordinated Callable Bond Issue 2014/2044 ISIN NO 0010720378 Status of the Loan: The Bonds will constitute direct, unsecured and subordinated debt obligations, and will in connection with a Bankruptcy Event of the Issuer rank: a) pari passu without any preference among the Bonds; b) pari passu with all outstanding Parity Obligations; c) in priority to payments to creditors in respect of Junior Obligations; d) junior in right of payment to any present or future claims of (i) policyholders of the Issuer, and (ii) any other unsubordinated creditors of the Issuer. The Bonds are unsecured. For definitions, see Bond Agreement chapter 2. Undertakings: During the term of the Loan the Issuer shall comply with the covenants in accordance with the Bond Agreement clause 4.6.1 and 4.6.2, including but not limited to: Compliance with laws The Issuer undertakes to comply in all material respects with all laws and regulations it may be subject to from time to time, where failure to comply may have material adverse effect on its ability to perform and comply with its obligations under the Bond Agreement. Listing: At Oslo Børs. Listing will take place as soon as possible after the prospectus has been approved by the Norwegian FSA. The Norwegian FSA has not controlled and approved the accuracy or completeness of the information given in the Securities Note. The control and approval performed by the Norwegian FSA relates solely to descriptions included by the Company according to a pre-defined list of content requirements. The Norwegian FSA has not undertaken any form of control or approval of corporate matters described in or otherwise covered by the Securities Note. Purpose: The purpose of the Issue is to have the Bonds to qualify as Tier 2 Capital for the purpose of the Applicable Regulation and as determined by the Issuer s Supervisor, and as intermediate equity content by the Rating Agency. NIBOR: The interest rate fixed for a defined period on Oslo Børs webpage at approximately 12.15 hours Oslo time. In the event that such page is not available, has been removed or changed such that the quoted interest rate no longer represents, in the opinion of the Bond Trustee, a correct expression of the Reference Rate, an alternative page or other electronic source which in the opinion of the Bond Trustee and the Issuer gives the same interest rate as the initial Reference Rate shall be used. If this is not possible, the Bond Trustee shall calculate the Reference Rate based on comparable quotes from major banks in Oslo. For definitions, see Bond Agreement chapter 2. Approvals: The Bonds were issued in accordance with the approval of the Issuer s Board of Directors dated 25 August 2014. The Bond Issue is subject to approval from The Financial Supervisory Authority of Norway (No. Finanstilsynet), such approval received by the Issuer 4 September 2014. The prospectus will be sent to the Norwegian FSA and Oslo Børs ASA for control in relation to a listing application of the bonds. 11
Securities Note FRN Gjensidige Forsikring ASA Subordinated Callable Bond Issue 2014/2044 ISIN NO 0010720378 Bond Agreement: The Bond Agreement has been entered into by the Borrower and the Bond Trustee. The Bond Agreement regulates the Bondholder s rights and obligations with respect to the bonds. The Bond Trustee enters into the Bond Agreement on behalf of the Bondholders and is granted authority to act on behalf of the Bondholders to the extent provided for in the Bond Agreement. When bonds are subscribed / purchased, the Bondholder has accepted the Bond Agreement and is bound by the terms of the Bond Agreement. The Bond Agreement is attached as Appendix 1 to this Securities Note. The Bond Agreement is also available through the Bond Trustee, the Joint Lead Managers or from the Borrower. Bondholders meeting: At the Bondholders meeting each Bondholder has one vote for each bond he owns. In order to form a quorum, at least half (1/2) of the aggregate principal amount of the Voting Bonds must be represented at the Bondholders' meeting. See also clause 5.4 in the Bond agreement. In the following matters, a majority of at least 2/3 of the votes is required: a) any amendment of the terms of the Bond Agreement regarding the interest rate, the tenor, redemption price and other terms and conditions affecting the cash flow of the Bonds. b) the transfer of rights and obligations of the Bond Agreement to another issuer (borrower), or c) change of Bond Trustee. (For more details, see also Bond agreement clause 5) Availability of the Documentation: Bond Trustee: https://www.dnb.no/bedrift/markets/dcm/emisjoner/2014.html Nordic Trustee ASA, P.O. Box 1470 Vika, 0116 Oslo, Norway. The Bond Trustee shall monitor the compliance by the Issuer of its obligations under the Bond Agreement and applicable laws and regulations which are relevant to the terms of the Bond Agreement, including supervision of timely and correct payment of principal or interest, informing the Bondholders, the Paying Agent and the Exchange of relevant information which is obtained and received in its capacity as Bond Trustee (however this shall not restrict the Bond Trustee from discussing matters of confidentiality with the Issuer), arrange Bondholders Meetings, and make the decisions and implement the measures resolved pursuant to the Bond Agreement. The Bond Trustee is not obligated to assess the Issuer s financial situation beyond what is directly set forth in the Bond Agreement. (For more details, see also Bond agreement clause 6) Joint Lead Managers: DNB Markets, Dronning Eufemias gt. 30, N-0191 Oslo, Norway; Pareto Securities AS, Dronning Mauds gt. 3, N-0115 Oslo, Norway Paying Agent: DNB Bank ASA, Verdipapirservice, Dronning Eufemias gt. 30, N- 0191 Oslo, Norway. The Paying Agent is in charge of keeping the records in the Securities Depository. Calculation Agent: Securities Depository: The Bond Trustee. The Securities depository in which the bonds are registered, in accordance with the Norwegian Act of 2002 no. 64 regarding 12
Securities Note FRN Gjensidige Forsikring ASA Subordinated Callable Bond Issue 2014/2044 ISIN NO 0010720378 Securities depository. On Disbursement Date the Securities Depository is the Norwegian Central Securities Depository ( VPS ), P.O. Box 4, 0051 OSLO. Restrictions on the free transferability: The Bonds are freely transferable and may be pledged, subject to the following: (i) Bondholders located in the United States will not be permitted to transfer the Bonds except (a) subject to an effective registration statement under the Securities Act, (b) to a person that the bondholder reasonably believes is a QIB within the meaning of Rule 144A that is purchasing for its own account, or the account of another QIB, to whom notice is given that the resale or other transfer may be made in reliance on Rule 144A, (c) outside the United States in accordance with Regulation S under the Securities Act in a transaction on the relevant exchange, and (d) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available). (ii) Bondholders may be subject to purchase or transfer restrictions with regard to the Bonds, as applicable from time to time under local laws to which a bondholder may be subject (due e.g. to its nationality, its residency, its registered address, its place(s) for doing business). Each bondholder must ensure compliance with local laws and regulations applicable at own cost and expense. Notwithstanding the above, a bondholder which has purchased the Bonds in contradiction to mandatory restrictions applicable may nevertheless utilise its voting rights under the Bond Agreement. Market-Making: Estimate of total expenses related to the admission to trading: Legislation under which the Securities have been created: Fees and Expenses: Prospectus: There is no market-making agreement entered into in connection with the Bond Issue. Prospectus fee (NFSA) Registration Document NOK 60,000 Prospectus fee (NFSA) Securities Note NOK 15,600 Listing fee 2014 (Oslo Børs): NOK 16,950 Registration fee (Oslo Børs): NOK 5,175 Compulsory notification in a newspaper (estimated): NOK 8,500 Norwegian law. The Borrower shall pay any stamp duty and other public fees in connection with the loan. Any public fees or taxes on sales of Bonds in the secondary market shall be paid by the Bondholders, unless otherwise decided by law or regulation. The Borrower is responsible for withholding any withholding tax imposed by Norwegian law. The Registration Document dated 4 December 2014, this Securities Note dated 4 December 2014 and any supplements to these documents. 13
Securities Note FRN Gjensidige Forsikring ASA Subordinated Callable Bond Issue 2014/2044 ISIN NO 0010720378 4 Additional Information Gjensidige Forsikring ASA is rated by Standard & Poor s, based on annual reviews, as well as more frequent updates on relevant matters. Gjensidige Forsikring ASA has been assigned A/ Strong ERM as rating, with Stable outlook. The rating was last updated in July 2014. Standard Poor s is established in the European Union and is registered under Regulation (EC) No 1060/2009 (as amended). As such each such credit rating agency is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with such Regulation. The involved persons in the Issuer have no interest, nor conflicting interests that are material to the Bond Issue. The Issuer has mandated DNB Bank ASA and Pareto Securities AS as Joint Lead Managers for the issuance of the Loan. The Joint Lead Managers have acted as advisors to the Issuer in relation to the pricing of the Loan. Statement from the Joint Lead Managers: DNB Bank ASA and Pareto Securities AS have assisted the Borrower in preparing the prospectus. DNB Bank ASA and Pareto Securities AS have not verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made, and the Joint Lead Managers expressively disclaim any legal or financial liability as to the accuracy or completeness of the information contained in this prospectus or any other information supplied in connection with bonds issued by the Borrower or their distribution. The statements made in this paragraph are without prejudice to the responsibility of the Borrower. Each person receiving this prospectus acknowledges that such person has not relied on the Joint Lead Managers nor on any person affiliated with them in connection with its investigation of the accuracy of such information or its investment decision. Confidentiality rules and internal rules restricting the exchange of information between different parts of the Joint Lead Managers may prevent employees of the Joint Lead Managers who are preparing this Securities Note from utilizing or being aware of information available to the Joint Lead Managers and/or affiliated companies and which may be relevant to the recipient s decisions. Oslo (Norway), 4 December 2014 DNB Bank ASA Pareto Securities AS Listing of the Loan: The Prospectus will be published in Norway. An application for listing at Oslo Børs will be sent as soon as possible after the Issue Date. Each bond is negotiable. 14
Securities Note FRN Gjensidige Forsikring ASA Subordinated Callable Bond Issue 2014/2044 ISIN NO 0010720378 5 Appendix 1: Bond agreement 15