Yara International ASA, prospectus of 24 April 2009

Summary ISIN NO 0010502834

Prospectus

Yara International ASA

Summary

for

Yara International ASA Fixed Putable Open Bond Issue 2009/2016

The Summary constitutes together with the Registration Document for Yara International ASA dated 24 April 2009 and the Securities Note dated 21 April 2009, a Prospectus for Yara International ASA Fixed Putable Open Bond Issue 2009/2016.

Joint bookrunners

Oslo, 24 April 2009

Utarbeidet i samarbeid med DnB NOR Markets 1 av 14 Yara International ASA, prospectus of 24 April 2009

Summary ISIN NO 0010502834

Words starting with a capital letter should have the same meaning in the Summary as stated in the Registration Document chapter 2 Definitions and the Securities Note chapter 3 Detailed information about the securities.

Important information

The Summary should be read as an introduction to the Prospectus. Any decision to invest in the securities should be based on consideration of the Prospectus as a whole by the investor. Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under the actual national legislation, have to bear the costs of translating the Prospectus before the legal proceedings are initiated. Civil liability attaches to those persons who have tabled the Summary including any translation thereof, and applied for its notification, but only if the Summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus.

Utarbeidet i samarbeid med DnB NOR Markets 2 av 14 Yara International ASA, prospectus of 24 April 2009

Summary ISIN NO 0010502834

1. Identity of directors, senior management and auditor The table below set out the names of the members of the Company's Board: Name Position Øivind Lund Chairman of the Board since 2004 Elisabeth Harstad Board member since 2006 Lone Fønss Schrøder Board member since 2004 Leiv L. Nergaard Board member since 2004 Arthur Frank Bakke Board member since 2004 Svein Flatebø Board member since 2006 Frank Andersen Board member since 2004

The table below sets out the names of the members of the Company’s management: Name Position Jørgen Ole Haslestad President and CEO Egil Hogna Chief Financial Officer Tor Holba Head of Upstream segment Ed Cavazuti Head of Downstream segment Terje Bakken Head of Industrial segment Hallgeir Storvik Head of Strategy, Supply and Trade Arne Cartridge Chief Communication Officer Anne Grethe Dalane Chief Personnel Officer Trygve Faksvaag Chief Legal Counsel

The Company’s auditor for 2007 and 2008 has been Deloitte Statsautoriserte Revisorer AS, independent public accountants, located at Karenslyst allé 20, 0213 , .

State Authorised Public Accountant Ingebret G. Hisdal has been liable for the Auditor's report for 2007 and 2008.

2. The offer and admission to trading Borrowing limit NOK 2,500,000,000. First tranche NOK 1,000,000,000. The bonds are in denominations of NOK 50,000 each and rank pari passu. Minimum subscription at launch was set to NOK 500,000.

Disbursement date was 30 March 2009. The Loan will run without installments and mature in whole on the Maturity 30 March 2016 at par (100%).

Upon the occurrence of a Change of Control Triggering Event, the Bondholders have the right of repayment (“Put Option”) of parts of the Loan or the entire Loan according to the Change of Control Offer.

The Loan is interest bearing from and including the Disbursement Date to Maturity at a fixed interest rate of 8.80 % p.a.

An application will be made by the Issuer (or on its behalf) for the Loan to be admitted to trading on Oslo Børs as soon as possible after the Prospectus has been approved by Oslo Børs.

The Loan shall rank pari passu with all other senior debt of the Borrower and shall rank ahead of subordinated capital. The Loan shall be unsecured.

The net proceeds of the Loan will be employed for the general financing of the Borrower.

Utarbeidet i samarbeid med DnB NOR Markets 3 av 14 Yara International ASA, prospectus of 24 April 2009

Summary ISIN NO 0010502834

3. Key information concerning selected financial data Key figures 2008:

Utarbeidet i samarbeid med DnB NOR Markets 4 av 14 Yara International ASA, prospectus of 24 April 2009

Summary ISIN NO 0010502834

Risk factors related to the Borrower Risk management policies Risk management in Yara International is based on the principle that risk evaluation is an integral part of all business activities. Yara International has established procedures for determining appropriate risk levels for the main risks and monitoring these risk exposures. Based on the overall evaluation of risk, Yara International may use derivative instruments such as forward contracts, options and swaps to reduce exposures.

Yara International’s business model and positions provide natural hedges to reduce business risks inherent in the market. The most important of these is the quality and efficiency of Yara International’s production facilities, which ensures its competitive position. Furthermore, Yara International’s geographical spread supports a diversified gas supply, reducing the impact of regional price changes, and a reduced exposure to the inherent seasonality of the fertilizer business. Yara International’s substantial sales of differentiated products, comprising specialty fertilizers and industrial products, also contribute to more stable margins for the business as a whole. Finally, a certain correlation between energy prices and fertilizer prices reduces the volatility in Yara International’s results.

Main elements of the funding strategy are to secure long-term debt and to base the funding of Yara International on diversified capital sources to avoid dependency on single markets. Yara International aims at an even debt repayment schedule and has secured committed undrawn credit facilities to provide financial flexibility.

Currency risk Prices of Yara International’s most important products are either directly denominated or determined in US dollars. In markets outside the US, local prices will generally adjust to fluctuations in the US dollar exchange rate, however with a certain time lag. Yara International’s raw materials costs, such as natural gas used in the production of ammonia, are either denominated in US dollars or highly correlated to changes in the US dollar exchange rate.

Interest rate risk Yara International is exposed to fair value risk and cash flow risk from its debt portfolio. Yara International aims to secure a significant part of its debt at fixed interest rates.

Commodity price risks A major portion of Yara International’s operating revenues is derived from the sale of ammonia, urea, and other fertilizers that may generally be classified as commodities. Yara International also purchases natural gas, electricity and other commodities. The prices of these commodities can be volatile and may create fluctuations in Yara International’s earnings.

Credit risk Yara International has a well-established system for credit management with established limits at both customer and country level.

Credit risk arising from the inability of the counter-party to meet the terms of Yara International’s financial instrument contracts is generally limited to amounts, if any, by which the counterparty’s obligations exceed Yara International’s obligations. Yara International’s policy is to enter into financial instruments with various international banks with established limits for transactions with each institution. Due to Yara International’s geographical spread and significant number of customers there are no significant concentrations of credit risk. Therefore, Yara International does not expect to incur material credit losses on its portfolio or other derivative financial instruments.

Liquidity risk Yara manages liquidity risk by maintaining adequate reserves and committed bank facilities and by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.

Principal risk factors related to the Loan Risks related to the market generally All investments in interest bearing securities have risk associated with such investment. The risk is related to the general volatility in the market for such securities, varying liquidity in a single bond issue as well as company specific risk factors. There are three main risk factors that sums up the

Utarbeidet i samarbeid med DnB NOR Markets 5 av 14 Yara International ASA, prospectus of 24 April 2009

Summary ISIN NO 0010502834 investors total risk exposure when investing in interest bearing securities: liquidity risk, interest rate risk and market risk (both in general and issuer specific).

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 Issuers business activities, the price of a bond may fall independent of this fact. Bond issues with a relatively short tenor and a floating rate coupon rate do however in general carry a lower price risk compared to loans with a longer tenor and/or with a fixed coupon rate.

The bond loan bears a coupon of 8.80 % p.a. The price of bonds with fixed interest is exposed to changes in the market rates. If the market rates increase during a period, the price of the bond loan will decrease.

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.

Factors which are material for the purpose of assessing the market risks associated with the Bonds

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) 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;

(ii) 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;

(iii) 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;

(iv) understand thoroughly the terms of the Bonds and be familiar with the behaviour of the financial markets; and

(v) 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.

4. Information concerning the Borrower

Yara International ASA is a public joint-stock company organized under the laws of Norway, including the Public Limited Companies Act. The Company was incorporated on 10 November 2003.

The Yara story began in 1905, when a group of scientists produced the world's first commercially viable nitrogen fertilizer (calcium nitrate) in , Norway, using the Birkeland-Eyde process. ASA was then founded on 2 December 1905 with , Sam Eyde and Marcus Wallenberg as the company's leading lights. During the 1960s there was a major shift in fertilizer technology, with hydrocarbons becoming the chief source of raw material for ammonia, the main nitrogen intermediate. By the 1970s, Hydro’s fertilizer division (Hydro Agri) was characterized by a pioneering spirit, combined with a unique emphasis on domestic marketing and local partnership. Hydro Agri extended its marketing network during the nineties and continued to expand through strategic acquisitions in key growth markets and collaboration with key partners

Utarbeidet i samarbeid med DnB NOR Markets 6 av 14 Yara International ASA, prospectus of 24 April 2009

Summary ISIN NO 0010502834 around the globe. From 2002, Agri achieved a position within the top 25 percent of its industry peers and control of a six percent share of the global mineral fertilizer business.

Yara International ASA was demerged from Norsk Hydro ASA and listed on the Oslo Stock Exchange as a separate company on March 25 2004. In the demerger, the assets, rights and liabilities primarily related to Hydro’s activities in connection with fertilizer products, related chemicals and industrial gases were transferred to Yara International ASA.

Yara International ASA, the parent company of the Group, is primarily a holding company with financial activities and only non-material operations.

Business overview Yara is a chemical company with primary focus on production, distribution and sale of nitrogen chemicals. The main application is fertilizers, but industrial uses are also an important segment. Yara is among the world's leading fertilizer companies by revenue and production capacity. Total revenues and other income amounted to NOK 88 billion in 2008. Yara’s head office is located in Oslo. The Company has operations in approximately 50 countries and sales in more than 120 countries. The Company’s activities are organized in three business segments supported by the Trade and Supply unit which includes the ammonia trade and shipping activity:

• DOWNSTREAM comprises a network for global distribution of fertilizer sales, marketing, distribution operations and smaller production facilities for upgrading intermediate fertilizer products, like ammonia, into finished fertilizers. The main production plants are located in Europe and Brazil.

• The INDUSTRIAL segment utilizes ammonia and other co-products from fertilizer production to produce industrial nitrogen chemicals and technical nitrates, and to develop value-added products like environmental protection agents and food industry essentials. It is committed to extending its portfolio of products that safeguard the quality of our air, water and soil. The production facilities are located in Europe.

• The UPSTREAM consists of large-scale ammonia and fertilizer plants plus the ammonia trading and shipping business. It is committed to achieving low production costs, optimal production efficiency and energy consumption, and minimal emissions. The production plants are located in Europe, Trinidad, Qatar, Russia and Australia.

5. Trend information Outlook as of February 17 2009 The long-term fundamentals for fertilizer demand remain strong. Despite a record harvest last season following favourable weather globally and increased fertilizer application as the fertilizer industry was running full blast, grain inventories remain at historically low levels.

Excluding the peak prices of 2008, current international grain prices are close to historical highs, reflecting low grain inventories and increased concerns about next year’s harvest. The current grain, fertilizer and fuel prices promise record farmer margins for major crops and regions excluding 2008. The fundamental farm economics should support a strong fertilizer demand for the current season.

Global fertilizer deliveries are lagging significantly behind last season. European and US nitrogen deliveries in second half 2008 are down 15% compared with last year. The slow deliveries have continued into first quarter 2009, and Yara’s global fertilizer deliveries in January are down approximately 40% compared with last year as distributors and farmers have yet to increase purchases.

The delivery slow-down has triggered substantial production curtailments. Over the last months more than 10% of global nitrogen fertilizer capacity has been shut down, while phosphate and potash production has been halved. Supplies have been further reduced by a large drop in Chinese fertilizer exports, which are constrained for the rest of the season by an announced 110% export tax from February until end of June.

Utarbeidet i samarbeid med DnB NOR Markets 7 av 14 Yara International ASA, prospectus of 24 April 2009

Summary ISIN NO 0010502834

The supply curtailments will give a tight market in the spring if farmers choose optimal fertilizer application rates based on the strong farm economics. If they do not, food production will be negatively affected, tightening grain markets and requiring a recovery in fertilizer demand the next year.

Yara’s energy costs for first quarter 2009 are expected to be approximately NOK 1.2 billion lower than guided last quarter and NOK 0.5 billion lower than last year. Based on the current forward market for oil products and natural gas (February 12), Yara’s European energy costs for second quarter 2009 are expected to be approximately NOK 1.7 billion lower than last year. The estimate for the second quarter may change considerably depending on future energy prices. Yara has during the last quarter entered into a new gas sourcing contract, 55% of Yara’s European energy cost is now linked to spot gas pricing, up from previously 45%.

Going forward, Yara will benefit from the take-over of Saskferco effective October 1 2008 and the 50/50 joint venture in Libya (Lifeco) established February 9 2009. These initiatives increase the share from 30% to 38% of Yara’s energy consumption outside Europe.

Statement of no material adverse change There has been no material adverse change in the prospects of the issuer since the date of its last published audited financial statements.

Utarbeidet i samarbeid med DnB NOR Markets 8 av 14 Yara International ASA, prospectus of 24 April 2009

Summary ISIN NO 0010502834

6. Shareholders and related-party transactions The company was established in 2003 with a share capital of NOK 108,610,470 consisting of 63,888,512 shares at NOK 1.70 per share. At December 31 2008, the company has a share capital of NOK 495,678,107 consisting of 291,575,357 ordinary shares at NOK 1.70 per share. The Company has 1,757,446 own shares.

All Yara shareholders have equal rights, and there is only one class of shares. There are no restrictions on the purchase or sale of shares.

The following table lists Yara International ASA' twenty largest shareholders as of April 1 2009:

Name Percent Ministry of Trade and Industry 36,2 National Insurance Scheme Fund 7,7 Clearstream Banking (Lux) (nominee) 2,4 Brown Brothers Harrison 2,2 State Street Bank (nominee) 2,1 Bank of New York 1,4 Morgan Guarantee Trust (ADR-Division) 1,0 Bank of New York (nominee) 0,9 Bank of New York (nominee) 0,7 Sumitomo Trust (nominee) 0,7 Rasmussengruppen AS 0,7 State Street Bank (nominee) 0,6 Morgan Stanley 0,6 The Northern Trust (nominee) 0,6 Yara International AS 0,6 State Street Bank (nominee) 0,6 DnB NOR Norge 0,6 State Street Bank (nominee) 0,6 Svenska Handelsbanken (nominee) 0,5 Societe Generale Global 0,5 61,2

Yara International ASA provides financing to most of the subsidiary companies in Norway as well as abroad.

In 2008 the total commercial guarantees and public guarantees increased by NOK 3,386 million from the end of 2007. In addition to the mandatory regulations in the Norwegian Public Limited Companies Act (§§ 3-8 and 3-9), Yara uses IFRS rules to define related parties. Related party transactions are disclosed in Annual Report of 2008, note 31 to the consolidated financial statements. The members of the Board of Directors and management are required to disclose all entities that would be considered to be “related parties” under applicable laws and regulations. Transactions with such entities are subject to disclosure and special, independent approval requirements.

Utarbeidet i samarbeid med DnB NOR Markets 9 av 14 Yara International ASA, prospectus of 24 April 2009

Summary ISIN NO 0010502834

7. Operating and financial review Yara International ASA Income statement:

Yara International ASA balance sheet:

Utarbeidet i samarbeid med DnB NOR Markets 10 av 14 Yara International ASA, prospectus of 24 April 2009

Summary ISIN NO 0010502834

Utarbeidet i samarbeid med DnB NOR Markets 11 av 14 Yara International ASA, prospectus of 24 April 2009

Summary ISIN NO 0010502834

Consolidated income statement of the Group:

Utarbeidet i samarbeid med DnB NOR Markets 12 av 14 Yara International ASA, prospectus of 24 April 2009

Summary ISIN NO 0010502834

Consolidated balance sheet of the Group:

Utarbeidet i samarbeid med DnB NOR Markets 13 av 14 Yara International ASA, prospectus of 24 April 2009

Summary ISIN NO 0010502834

Significant change in the Group's financial or trading position In the third and fourth quarters of 2008 leading into 2009, the Group experienced a slowdown in fertilizer sales volumes and substantial declines in price levels for its products compared to the corresponding periods in previous years. The slowdown was due to, among other factors, significantly reduced demand for the Group's products relating to financing difficulties suffered by its customers, which created temporary delays of fertilizer purchases and lower grain prices, as well as the uncertainty of the global economic outlook generally.

The Group has taken a number of steps to optimize its operations during the current global economic slowdown. In November and December 2008, the Group temporarily cut production at our Le Havre, Ferrara, Ravenna, Billingham and Ince production facilities. The Group also reduced production at our Sluiskil plant and permanently closed our NPK plant in Kedainiai, Lithuania, due to the slower demand for phosphate and potash and the Kedainiai plant’s high costs of sourcing raw materials and the significant investment required to improve the plant’s efficiency and quality standards. Following improved market conditions in 2009 to date, The Group resumed production at its Le Havre plant in February 2009, its Billingham and Ince plants in March 2009 and the Group expects to resume full production at its Sluiskil plant during April 2009. The Group plans to resume production at other facilities as market conditions continue to improve.

The Group announced 1 April 2009 that it during second quarter will prolong the planned maintenance stops for its Nordic NPK production. The prolongations will reduce NPK production with approximately 200,000 tons and production of co-product Calcium Nitrate with approximately 50,000 tons.

The planned maintenance stops are extended in order to reduce inventories to minimum levels at the end of the fertilizer season. The prolonged stops will take place at Yara's plants in Porsgrunn and Glomfjord in Norway and at Uusikaupunki and Siilinjärvi in Finland.

In addition to reducing or interrupting production capacity, the Group has maintained a strong focus on positive cash flow by reducing our operating costs and actively managing working capital, such as by shortening existing payment terms with its customers and shifting volumes to markets that have been less affected by the financial crisis. The Group has temporarily stopped purchasing fertilizer from third-party producers for resale, which the Group believes will allow it to avoid large- scale production cuts at its own facilities. The Group has also suspended all growth investments that had not already commenced. In addition, the Group has not entered into any phosphate rock or potash supply contracts for 2009, which the Group believes will allow it to benefit from the recent weakening in phosphate prices and a slowdown in the potash market.

There has been no further significant change in the financial or trading position of the Group since the end of the last financial period for which interim financial information has been published.

Utarbeidet i samarbeid med DnB NOR Markets 14 av 14