Norske Skogindustrier ASA, listing prospectus of 28 March 2007

Registration Document

Listing Prospectus

Norske Skogindustrier ASA

Registration Document

Joint Arrangers:

Oslo, 28 March 2007

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Registration Document Important information

The Registration Document is based on sources such as annual reports and publicly available information and forward looking information based on current expectations, estimates and projections about global economic conditions, the economic conditions of the regions and industries that are major markets for the Company's (including subsidiaries and affiliates) lines of business. Important factors that could cause actual results to differ materially from those expectations include, among others, economic and market conditions in the geographic areas and industries that are or will be major markets for the company's businesses, market acceptance of new products and services, changes in governmental regulations, interest rates, fluctuations in currency exchange rates and such other factors as may be discussed from time to time in the Registration Document. Although it is believed that the expectations are based upon reasonable assumptions, the Borrower can give no assurance that those expectations will be achieved or that the actual results will be as set out in the presentation. Neither the Arrangers nor the Borrower are making any representations or warranty, expressed or implied, as to the accuracy, reliability or completeness of the Registration Document, and neither the Arrangers and the Borrower, nor any of its directors, officers or employees will have any liability to you or any other persons resulting from your use.

This Registration Document is subject to the general business terms of the Arrangers, available at their websites. Confidentiality rules and internal rules restricting the exchange of information between different parts of the Arrangers may prevent employees of the Arrangers who are preparing this presentation from utilizing or being aware of information available to the Arrangers and/or affiliated companies and which may be relevant to the recipients decisions.

The Arrangers and/or affiliated companies and/or officers, directors and employees may be a market maker or hold a position in any instrument or related instrument discussed in this Registration Document, and may perform or seek to perform financial advisory or banking services related to such instruments. The Arrangers’ corporate finance department may act as manager or co-manager for this Company in private and/or public placement and/or resale not publicly available or commonly known.

Copies of this presentation are not being mailed or otherwise distributed or sent in or into or made available in the United States. Persons receiving this document (including custodians, nominees and trustees) must not distribute or send such documents or any related documents in or into the United States.

Other than in compliance with applicable United States securities laws, no solicitations are being made or will be made, directly or indirectly, in the United States. Securities will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The distribution of the Registration Document may be limited by law also in other jurisdictions, for example in Canada, Japan and in the United Kingdom. Verification and approval of the Registration Document by Oslo Børs implies that the Registration Document may be used in any EEA country. No other measures have been taken to obtain authorisation to distribute the Registration Document in any jurisdiction where such action is required.

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Registration Document Table of contents:

1. Risk factors...... 4 2. Definitions ...... 7 3. Persons responsible ...... 8 4. Statutory Auditors ...... 9 5. Information about the issuer ...... 10 6. Business overview ...... 12 7. Organizational structure...... 19 8. Trend information ...... 24 9. Administrative, management and supervisory bodies ...... 29 10. Major shareholders...... 33 11. Financial information concerning the issuer's assets and liabilities, financial position and profits and losses ...... 35 12. Documents on display...... 37 Cross Reference List ...... 38 Articles of association for Norske Skogindustrier ASA ...... 39

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1. Risk factors

Readers of this Listing Prospectus should carefully consider all of the information contained herein, and in particular the following factors, which may affect some or all of the Company’s activities and its ability to service the bond debt. The risk factors described below will have the same meaning and possible impact on the Company even though the term Group is used in the text. This list is not exhaustive. The actual results of the Group could be impacted by the result of many factors, including the risks described below and elsewhere in this Listing Prospectus.

Price volatility and cost of raw materials Paper and forest products such as newsprint and magazine paper have historically experienced price volatility due to imbalances between supply and demand. Supply depends primarily on fluctuations in available manufacturing capacity and capacity utilization rates. Demand for paper and forest products depends on the overall strength of the economies of the countries in which Norske Skog does business, levels of inventory of paper products and consumer preferences. Industry participants may add new capacity or increase capacity utilization rates, thereby potentially causing supply to exceed demand and prices to fall. Any significant downturn in the price levels for Norske Skog’s products could have a material adverse effect on the company’s financial condition and results of operations.

In addition, because Norske Skog is focused on the production of publication paper, a sharp downturn in prices for publication paper would affect Norske Skog more than it would affect a more diversified paper company.

Norske Skog’s principal raw materials include wood, recovered paper, chemical pulp and chemicals. As a focused company, Norske Skog is dependent on the price of relatively few raw materials. The cost of these raw materials has historically changed unexpectedly and has not necessarily correlated to changes in the market price for the company’s products. Any unexpected increase in raw material costs would have an adverse effect on the company’s financial performance.

Exchange rate fluctuations Norske Skog is exposed to exchange rate risk in several ways. The currencies of the company’s revenues often do not match the currencies of its operating costs. As a consequence, there is a risk that changes in exchange rates could have a significant adverse effect on reported profits.

Furthermore, changes in exchange rates can affect the relative competitive position of a pulp and paper mill. There is a risk that fluctuations in exchange rates could adversely affect Norske Skog’s competitiveness relative to its competitors in different countries.

In addition, because Norske Skog’s financial statements are reported in Norwegian kroner but only a portion of the company’s operations and assets are located in Norway, exchange rate fluctuations could have a significant adverse effect on the financial statements. Norske Skog also faces foreign exchange risk by virtue of shareholdings in foreign joint ventures. The company cannot guarantee that exchange rate fluctuations will not have a material adverse effect on its financial condition or results of operations.

Consolidation The paper and forest products industry is comprised of a limited number of large global producers and a large number of small regional producers. Several large paper companies have increased in size and gained market share by acquiring mills or smaller companies. These global producers are typically large, well capitalized companies that have substantial financial resources available for marketing, investment and expansion.

Environmental regulations Norske Skog is subject to a wide variety of environmental regulations in multiple jurisdictions around the world. Compliance with these rules and regulations at the federal, state, provincial and local levels is an important aspect of the company’s ability to continue its operations. Norske Skog cannot guarantee that it will not incur significant additional environmental costs and liabilities in the future. In addition, countries could adopt tighter, more stringent environmental laws, regulations and enforcement policies than apply at present.

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Changes in consumer preferences Changes in consumers’ preferences have affected the overall demand for publication papers and the demand for certain grades or types of publication papers. Some of the most significant changes in consumer preferences include the increase in direct-mail advertising, increasing interest in environmentally-friendly products and increased use of the internet and electronic media.

Paper and forest products companies have responded to changes in consumer preferences by developing new products such as elemental chlorine-free chemical pulps and paper with increased covered paper content and by increasing production of light-weight coated and supercalendered magazine paper. Norske Skog’s ability to compete in the future will depend upon its ability to respond quickly to changes in consumer preferences and to produce these new products profitably.

In addition, there is a risk that the use of the internet as a source of information and a publication medium could increase at a rapid rate and significantly reduce the circulation of newspapers and magazines.

Tax issues at Canadian subsidiary The Canadian tax authorities have notified Norske Skog of a possible review of tax-related issues at a subsidiary in Canada. These issues date from the period before Norske Skog acquired the company (in connection with the Fletcher Challenge acquisition in 2000). No claims or notifications of changes to tax assessments have so far been received from the Canadian tax authorities.

RISK MANAGEMENT IN NORSKE SKOG

Financial risk management Financial risk management at Norske Skog primarily covers exchange rates, interest rates and energy.

In order to manage exchange rate risk, Norske Skog hedges both its cash flow and its balance sheet. Cash flow hedging is intended to reduce the effect of exchange rate changes on the group’s cash flow and net earnings. Norske Skog hedges 50-100 % of expected cash flow in foreign currencies over the next 12 months. At 31 December 2006, the proportion hedged was just over 90 %. Forward contracts and options are used for such hedging.

Since a substantial part of the group’s book assets are outside Norway, exchange rate fluctuations could affect book equity and certain debt-related key figures. The balance sheet is primarily hedged financially, by matching the currency composition of the group’s loan portfolio with the distribution of currencies in which its assets are denominated. In addition to borrowing in foreign currencies, use is made of such instruments as forward contracts and currency swaps. This reduces fluctuations in equity and debt-related key figures.

Having floating interest rates for as much as possible of its debt is regarded by Norske Skog as a way of reducing risk. This reflects the correlation between the company's earnings and the economic cycle, with interest rates normally high in growth periods and lower during recessions. Interest rate swaps are among the instruments used to manage interest rate risk in Norske Skog.

After a reassessment of group’s interest and exchange rate policy in 2006, the main principles remain unchanged from earlier years.

Energy is an important input factor in paper production, and Norske Skog has experienced a sharp increase in energy prices during recent years. The company primarily seeks to secure its supply of energy through long-term electricity contracts. Such agreements cover more than 80 % of expected consumption in Norway, South America and Australasia. In addition, energy exposure is hedged to some extent through financial instruments, primarily forward contracts. That applies particularly to continental Europe. Long-term and hedge contracts act to some extent to smoothen prices.

Insurance Norske Skog has a centralised system for operating and maintaining its insurance programme. Active efforts are made to strengthen loss prevention work, and all the facilities maintain high operating and maintenance standards. During 2006, Norske Skog worked with the insurance market to continue developing the format of its technical insurance surveys. New surveys are planned at all the mills in the course of 2007, with the emphasis on risk relating to machinery. Despite active loss prevention efforts, claims arose at two of the mills in 2006. These will result in payouts from NSI Insurance, which is the group’s captive underwriter.

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The group acquired full control of PanAsia Paper in 2005. This business is now integrated in the central insurance programmes. Insurance surveys of its facilities have been carried out, and the results documented through the Green Light Risk Evaluation Matrix, which is the group’s internal insurance standard.

Norske Skog continued its centrally-managed insurance programmes in 2006. During the year, the group chose to insure a substantial proportion of its exposure through NSI Insurance. Established in 2001, this captive was hit in 2006 by the two claims mentioned above. The long-term strategy remains to create an optimal balance between internal and external risk financing through the use of the group’s own captive.

Financing Management of liquidity and refinancing risk is regarded as an important area, particularly because Norske Skog operates in a capital intensive and cyclical industry. The main principles are that the group will have a steady and long-term repayment profile. The aim is an average maturity of at least five years for the debt portfolio. This figure was 5.4 years at 31 December 2006. In addition, the group will have liquidity reserve in the form of bank deposits and undrawn credit facilities which corresponds to at least 20 % of turnover. The liquidity reserve at 31 December 2006 was NOK 6.1 billion, or just over 20 %.

Norske Skog is credit-rated by Moody’s and Standard and Poor’s, two of the world’s leading rating agencies. These credit ratings help to secure the group access to international bond markets.

In April 2006, Moody`s Investor Service downgraded Norske Skog`s senior unsecured debt ratings to Ba1 from Baa3 -. Outlook was changed to Stable from Negative.

In November 2006, The Standard & Poor’s rating agency downgraded Norske Skog’s debt to BB+ “Stable Outlook” from BBB- “Negative Outlook”. At the same time, Norske Skog’s rating was removed from the “CreditWatch”, where it had been placed on 20 October 2006.

This means that Norske Skog has been downgraded from investment to non-investment grade ratings by both agencies. These downgradings have not affected the price or other conditions of existing loans. However, higher loan margins must be expected for future borrowing than if Norske Skog had retained an investment grade rating.

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2. Definitions

Annual Report of 2004 - Norske Skogindustrier ASA's annual report of 2004.

Annual Report of 2005 - Norske Skogindustrier ASA's annual report of 2005.

Board or Board of Directors - the board of directors of the Company

Companies Registry - the Norwegian Registry of Business Enterprises (Foretaksregisteret)

EBIT - earnings before interest and taxes

EBITA - earnings before interest, taxes and amortisation

EBITDA - earnings before interest, taxes, depreciation and amortisation

Group - the Company and its subsidiaries from time to time

IFRS - International Financial Reporting Standards

ISIN - International Securities Identification Number

Listing Prospectus - Registration Document and Securities Note

NOK - the lawful currency for the time being in Norway

NGAAP - generally accepted account principles in Norway

Oslo Børs - Oslo Børs ASA

Quarterly report 1th quarter 2006 - Norske Skogs quarterly report of 1st quarter 2006.

Quarterly report 2nd quarter 2006 - Norske Skogs quarterly report of 2nd quarter 2006.

Quarterly report 3rd quarter 2006 - Norske Skogs quarterly report of 3rd quarter 2006.

Quarterly report 4th quarter 2006 - Norske Skogs quarterly report of 4th quarter 2006.

Norske Skog or the Company or the Issuer or the Borrower - Norske Skogindustrier ASA, company reg. no. 911 750 961

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3. Persons responsible

3.1 Persons responsible for the information Persons responsible for the information given in the registration document are as follows: DnB NOR Bank ASA, DnB NOR Markets, Stranden 21 Aker Brygge, N-0021 Oslo, Norway Fokus Bank ASA, Fokus Markets, Postboks 1170 Sentrum, N-0107 OSLO, Norway Norske Skogindustrier ASA, P.O Box 329, N-1326 Lysaker, Norway

3.2 Declaration by persons responsible Responsibility statement: This Listing Prospectus has been prepared by Norske Skogindustrier ASA with a view to providing a description of relevant aspects of Norske Skogindustrier ASA in connection with the Bond Issue and an investment therein. We confirm that, taken all reasonable care to ensure that such is the case, the information contained in the registration document is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import.

Lysaker (Norway), 28 March 2007

Norske Skogindustrier ASA

Disclaimers: Joint Arrangers DnB NOR Bank ASA, DnB NOR Markets and Fokus Bank ASA, Fokus Bank Markets has assisted the Company in preparing the Listing Prospectus. Neither DnB NOR Bank ASA nor Fokus Bank ASA have separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and the Joint Arrangers expressively disclaim any legal or financial liability as to the accuracy or completeness of the information contained in this Listing Prospectus or any other information supplied in connection with bonds issued by Norske Skogindustrier ASA or their distribution. The statements made in this paragraph are without prejudice to the responsibility of the Company. Each person receiving this Listing Prospectus acknowledges that such person has not relied on the Joint Arrangers nor on any person affiliated with it in connection with its investigation of the accuracy of such information or its investment decision.

Oslo (Norway), 28 March 2007

DnB NOR Bank ASA, DnB NOR Markets Fokus Bank ASA, Fokus Markets

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4. Statutory Auditors

4.1 Names and addresses The Company’s auditor for 2004 and 2005 has been PricewaterhouseCoopers AS, located at Karenslyst allé 12, 0213 Oslo, Norway.

State Authorised Public Accountant (Norway) Erling Elsrud has been liable for the Auditor's report for 2004 and 2005.

PricewaterhouseCoopers AS is member of The Norwegian Institute of Public Accountants.

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5. Information about the issuer

5.1 History and development of the issuer

5.1.1 Legal and commercial name The legal name of the issuer is Norske Skogindustrier ASA, the commercial name is Norske Skog.

5.1.2 Place of registration and registration number The Company was registered in the Norwegian Companies Registry on 22 March 1989 with registration number 911 750 961.

5.1.3 Date of incorporation Follum was established in 18 March 1873 and was merged with Norske Skog in 1989.

5.1.4 Domicile and legal form The Company is a public joint-stock company organized under the laws of Norway, including the Public Limited Companies Act. See also section 7.1 Description of group that issuer is part of.

The Company's mailing address is P.O Box 329, N-1326 Lysaker, Norway, and telephone +47 67 59 90 00.

5.1.5 Recent events relevant to evaluation of solvency

IMPLEMENTATION OF AN EFFICIENCY INCREASING AND RESRUCTURING PROGRAMME

An extensive profit improvement programme was launched by Norske Skog in August 2006 with the aim of improving profitability in the company. The main features of this programme are:

• a new business model, asset restructing and demanning • introduction of a new standard for operating the paper mills, based on best practice in the group • optimisation and cost reductions for sales, procurement, energy and working capital

See section 6.1.6 for a further description of the turnaround programme.

CAPACITY CLOSURES AND DIVESTMENTS

Sale of Forestia On January 24, 2006, Norske Skog reached an agreement to sell its wholly-owned subsidiary Forestia, a company producing particle boards and other building materials. The disposal is part of Norske Skog’s focus on production of publishing paper.

Disposal of Catalyst Paper (formerly Norske Canada) On January 26, 2006, Norske Skog agreed to sell its 29.4 % stake in Catalyst Paper. The decision was taken as a result of weak economic performance in the North American market, and the strategy to focus its resources on growth markets in Asia and South America.

Closure of Norske Skog Union mill On March 1, 2006, Norske Skog shut down the Norske Skog Union mill in Skien (Norway) as part of its restructuring in Europe. The Union mill accounted for approximately 10 % of the group’s newsprint supply in Europe, and has thus reduced European newsprint supply accordingly. The Union mill's production is largely re-allocated to its existing mills in Europe and will thus improve efficiency and profitability for newsprint in Europe due to fixed costs savings.

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Completion of the restructuring programme in Australia Norske Skog has concluded its 2 year restructuring programme in the region. Key elements were rebuilding and capacity increases in Albury and on Tasman PM2 (Paper Machine2) and PM3, and closure of Tasman PM1. Tasman PM1 was closed on August 1 2006, which marks the completion of the programme. The programme aims to increase EBITDA–margins by 3 % in the region through lower fixed costs and distribution costs.

Capacity closure in Korea The Board decided on August 11 2006 to close PM1 and PM4 at Norske Skog Jeonju in Korea, with a combined capacity of 180 000 tonnes. A write down of about NOK 400 million was taken in 3Q. The closures were effected in September 2006.

INVESTMENT PROJECTS

Investment in Brazil The board of Norske Skog resolved in December 2006 to transfer a paper machine from Union in Skien to Norske Skog Pisa in Brazil. This will boost the company’s annual Brazilian production capacity from 185 000 tonnes to 385 000.

Costed at USD 210 million (about NOK 1.3 billion), the project will be financed by cash flow from operations. It will fall within the normal annual investment frame of NOK 1.5-2 billion. The project also covers necessary buildings and a new TMP (Thermo Mechanical Pulp) line to boost output of wood pulp for paper-making. The supply of fibre has been secured through long-term agreements at advantageous prices. Once the new paper machine has been installed, the number of employees at the mill will increase by roughly 100 people. Subject to the necessary approvals being secured from the Brazilian authorities in the first half of 2007, the Union machine could be operational at Norske Skog Pisa by early 2009.

Brazilian newsprint consumption has risen by 5 % per annum since 2003 and will top 500 000 tonnes this year. About two-thirds of this is imported. Norske Skog’s profitability in the South America region is good, with a gross operating margin of 29 % for 2006.

Investing NOK 330 million at Norske Skog Skogn Norske Skog is to invest NOK 330 million at its Norske Skog Skogn mill in mid-Norway in order to boost its competitiveness and further improve the quality of the paper it produces. The project will cut annual electricity consumption at the mill by 250 GWh or 17 %. State-owned company Enova is contributing NOK 50 million to the work.

The project will kick off during 2007, and is due to be completed by the end of 2009. Norske Skog Skogn's production is currently based on pulp from wood and recovered paper. Once the work has been done, the proportion of wood will be slightly reduced and replaced by cheaper fillers and increased use of recovered paper. That will enhance the mill's competitiveness while meeting customer requirements for a larger proportion of recycled fibre in their newsprint.

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6. Business overview

6.1 Principal activities

6.1.1 Introduction As of December 31 2006, was Norske Skog the largest producer of newsprint and the fourth largest producer of magazine paper in the world. Through its subsidiaries, joint ventures and interests in other companies, Norske Skog wholly or partly owns 19 mills in 14 countries on four continents. Norske Skog’s headquarters are located in Lysaker, Norway.

The board of directors has an overall responsibility for determining the company's goals and strategy, and accordingly assesses its overall vision, values, goals and strategies at regular intervals - normally every 3-5 years. In the interim, the focus is on updating strategic plans, implementation and meeting goals.

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6.1.2. Products

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6.1.3 History Norske Skog was founded in 1962 by the Norwegian forest owners association in co-operation with public and private interests. In 1989, the company merged with two other companies, Follum Fabrikker A/S and A/S Tofte Industrier. Because Follum owned power stations which could not easily be tranferred to another company, Follum Fabrikker A/S was the surviving entity in the merger, and was immediately re-named Norske Skogindustrier. Acquisitions, construction of new capacity and mergers made the company the leader of Norway’s paper and pulp industry during the 1970s and 1980s. In the 1990s, Norske Skog built a strong European platform. Since 2000 the Company has become a leading global player, with activities in Asia, South America and Australasia. In 2005, Norske Skog acquired Abitibi’s 50 % share in PanAsia Paper and now has a strong presence in one of the fastest growing markets in the world.

MANAGEMENT AND OPERATIONAL STRUCTURE

Change in executive management and management structure In June 2006, Christian Rynning-Tønnesen was appointed CEO, he previously held the position as CFO of Norske Skog. Simultaneously, Andreas Enger was appointed CFO. Enger’s previous position was as president of Midelfart Holding AS, a Norwegian cosmetics and investment company. The new management team was announced July 3 2006, and consists of eight people, compared to 11 prior to the restructuring. The regional management structure has been replaced by a leaner and flatter structure where the mills have full profit and loss responsibility with direct reporting lines to top management.

Mills made into business units Norske Skog previously had a regional model, with the mills consolidated at the regional level. That has been changed by defining each mill as an independent business unit responsible for raw material supplies, production, sales and distribution. In this new model, the business units are measured by CROCE (Cash Return On Capital Employed).

A number of central functions have been rationalised away and the regional offices closed down. Norske Skog’s sales offices now report directly to the business unit with the most important position in the relevant region.

Norske Skog planning property demerger A process has been initiated at Norske Skog to demerge most of its real property in Norway which is not related to paper production. Since the resulting property company will be a wholly-owned subsidiary of Norske Skogindustrier ASA, the consolidated balance sheet will not be affected by this transaction.

The most important properties include Klosterøya in Skien, the head office with surrounding land in Bærum outside Oslo, and a farming and residential area in Trondheim. This proposal was considered by the board of directors at its meeting on 1 March, and is subject to final approval by the annual general meeting on 12 April 2007.

6.1.4 Vision, goal, strategy and values Norske Skog’s vision is to be recognised as a world leader in the paper industry.

Norske Skog’s goal is to deliver the best shareholder value in the industry. To reach this objective, the company has opted to be a low-cost producer, pursue profitable growth and focus on its core businesses, newsprint and magazine paper.

Several factors explain why the company wishes to concentrate on these strategic choices. To be both competitive and profitable, it is essential to deliver quality products at low cost. This will be ensured by continued development of mills with good competitiveness in relation to the customers being served. Norske Skog occupies strong positions in regions which enjoy high market growth. These provide a good basis for continued profitable growth. At the same time, the company will continue to focus on its core businesses and to concentrate management capacity and capital in areas where the group can reap economies of scale.

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All operations at Norske Skog are based on three core values: openness, honesty and cooperation. These values govern the company’s internal and external relations.

Norske Skog has developed strategies for its key operating functions. In the financial area, the company’s strategy is to work to ensure that its results are fully reflected by the share price and to secure efficient use of capital and financial freedom of action. This strategy is reflected in the group’s financial targets.

FTINANCIAL TARGETS FINACIAL TARGETS Total shareholder return (TSR) Best in the paper industry Dividend Stable, corresponding over time to 15-25 % of cash flow from operations Return on capital employed 11 % over a business cycle (ROCE) Cash return on capital employed 13 % over a business cycle (CROCE) as a target for all mills Gross operating margin (EBITDA) 25 % over a business cycle Net debt/equity (gearing) < 0.9 over a business cycle Liquidity reserves (% of turnover) 20 % Average term for debt > 5 years

6.1.6 Plan to improve earnings The plan aims to achieve an increase of NOK 3 billion in gross operating earnings for the Norske Skog group by the end of 2008, compared with the 2005 level and 2005 market and cost conditions. In broad terms, the plan comprises the following elements:

• Cost reductions based on restructuring the mill portfolio, with effects from the closure of Norske Skog Union and Jeonju as well as the restructuring in Australia. • Demanning by 1 000 jobs. Reductions at head office and regional offices have largely been completed, while the process for the various business units is due to be completed by the end of 2008. • Measures to improve productivity, cost reductions in procurement, energy and logistics, and sales optimization. Measures were originally identified in more than 40 areas, and a number of other improvement proposals have been made in the subsequent process which involve the business units. To the extent that improvement measures require investment, this will fall within the framework of normal capital spending by the group.

A team of productivity experts has carried out a design study at Norske Skog Jeonju. A pilot has since been carried out at Norske Skog Golbey with good results. The program (Norske Skog Production Systems) will later be rolled out at the other mills.

The profit improvement programme is progressing as planned. Gross operating earnings for 2006 were positively affected by NOK 400 million compared with 2005 as a result of initiatives already implemented. Detailed plans exist at each business unit for implementing the programme, and these plans are incorporated into the group’s system for performance measurement.

Performance-based remuneration is practised to a considerable extent in Norske Skog, and takes the form of bonus payments if specified targets are met. In connection with the plan to improve earnings, a special bonus programme will be established for all group employees. This programme will be based on the overall improvement in the group’s earnings. A proposition for a changed, long term incentive program for corporate management will be put to the annual general meeting.

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6.2 Business operations

PRODUCTION CAPACITIES 2006 (1 000 tonnes)

Country Newsprint Other un- SC CMR Total 1) coated paper Magazine Magazine Mill paper paper

EUROPE: Norske Skog Skogn Norway 590 Norske Skog Saugbrugs Norway 550 Norske Skog Follum Norway 130 145 140 Norske Skog Golbey France 630 Norske Skog Bruck Austria 125 260 Norske Skog Šteti Czech Rep. 125 Norske Skog Walsum Germany 435 Norske Skog Parenco Netherlands 460 Total Europe 2 060 145 550 835 3 590

ASIA: Norske Skog Jeonju Korea 735 90 Norske Skog Chongwon Korea 190 SNP Shanghai China 145 HNLC Hebei China 330 Norske Skog Singburi Thailand 125 Total Asia 1 525 90 1 615

AUSTRALASIA: Norske Skog Tasman New Zealand 270 50 Norske Skog Albury Australia 270 Norske Skog Boyer Australia 200 85 Total Australasia 740 135 875

SOUTH AMERICA: Norske Skog Pisa BraSil 185 Norske Skog BioBio Chile 120 5 Total South America 305 5 310

Total consolidated capacity 4 630 375 550 835 6 390

Malaysian Newsprint Industries Sdn. Bhd. (MNI) Malaysia 85 85 Ownership 33.65 % 2)

Total inclusive share of MNI 4 715 375 550 835 6 475

1) Newsprint capacity is based on 48,8 g/m2 in South America, and on 45 g/m2 in other parts of the world. 2) Capacity in Australia and New Zealand was earlier calculated on a 48,8 g/m2 basis, and amounted to 940 000 tonnes, which is about the same as 875 000 based on 45 g/m2.. 3) Capacity in MNI on a 100 % basis is 250 000 tonnes. Norske Skog owns 33,65 % of the company and uses equity accounting when consolidating its share of the result.

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6.2.1 Operations in the segments

Europe newsprint This segment includes the Skogn, Golbey, Parenco and Steti newsprint mills as well as two of the paper machines at Follum and one at Bruck. Operations at Union ceased in the winter of 2006, while PM2 at Follum resumed operation after being shut down for the second half of 2005.

Total production capacity for the Europe newsprint segment is just under 2.2 million tonnes, or roughly a third of the Norske Skog total.

Operating revenue in 2006 was NOK 9.1 billion (2005: NOK 8.6 billion), while operating earnings came to NOK 768 million (2005: NOK 274 million). This increase primarily reflects price rises for newsprint implemented in Europe at the beginning of the year as well as a reduction in fixed costs. Production and sales volumes were somewhat lower than in 2005 because of the closure of Norske Skog Union, but capacity utilisation was generally high throughout 2006.

European demand for standard and upgraded newsprint rose by 2 % in 2006. The increase for the standard grade was 2.7 %. As before, growth was strongest in eastern Europe, but freesheets and advertising supplements meant that volumes also remained an acceptable level in the more mature west European markets.

Europe magazine paper This segment includes the Saugbrugs and Walsum mills as well as a paper machine at Follum and one at Bruck. Total production capacity is just under 1.4 million tonnes, or roughly a fifth of the Norske Skog total.

Operating revenue in 2006 was NOK 6.7 billion (2005: NOK 6.9 billion), while operating earnings came to NOK 282 million (2005: NOK 446 million). Production and sales volumes both declined by about 4 %. Results for the segment were weak, largely as a result of overcapacity which has led to relatively low prices for several years. Substantial cost increases were also experienced in 2006 for input factors, particularly energy.

Total European demand for magazine paper rose by 2.5 % in 2006 compared with the year before. For most of the year, demand growth was stronger for uncoated (SC) magazine paper than for coated (CMR). Magazine paper demand in eastern Europe, which accounts for 10 % of the total European market, increased by 20 %.

Asia This segment includes Jeonju and Chongwon in Korea, the Hebei and Shanghai units in China and Singburi in Thailand. After the closure of two paper machines at Jeonju in late September 2006, production capacity is 1.6 million tonnes of newsprint, or roughly a quarter of the Norske Skog total.

The Asian business was consolidated 50 % until 18 November 2005 and 100 % thereafter. The Hebei mill became operational in July 2005. These developments are significant when comparing figures for the Asia segment in Norske Skog’s group accounts.

Operating revenue in 2006 was NOK 6.1 billion (2005: NOK 3 billion), while operating earnings came to NOK 252 million (2005: NOK 149 million). The Thai business showed good earnings, and earnings were also acceptable for inland deliveries from the Korean mills. In China a substantial capacity expansion has resulted in very low prices and weak financial results.

According to preliminary figures, demand for newsprint in the whole of Asia rose by about 3.5 % in 2006. Demand in Korea was unchanged, while it grew by 7 % in China and roughly 16.5 % in India. Prices were relatively stable during the year, but with substantial regional differences – from close to USD 700 per tonne in India for much of the year to USD 485 per tonne in China. A certain volume of exports from China put pressure on prices in India and other import markets towards the end of 2006.

Norske Skog acquired the remaining 50 % of the shares in PanAsia during 2005. Expectations for this acquisition have been realised in Korea and Thailand. They have not been fulfilled in China because a big increase in domestic production capacity has meant substantially lower prices than expected for newsprint in China.

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Australasia This segment includes the Albury and Boyer mills in Australia and Tasman in Australia. Production capacity is roughly 900 000 tonnes, or just under 15 % of the Norske Skog total.

The oldest paper machine at Tasman was shut down in 2006 after an extensive upgrade of Albury and the two other machines at the New Zealand mill. Despite the removal of one machine, production capacity in the region has been maintained. The project has improved regional profitability for Norske Skog because fixed costs are lower and because some of the tonnage previously exported from New Zealand is now produced in Australia.

Operating revenue in 2006 was NOK 3.9 billion (2005: NOK 4 billion), while operating earnings came to NOK 68 million (2005: NOK 88 million). These reductions reflect a decline in production and sales volumes from 2005 because of the rebuild shutdown at Norske Skog Albury in the spring of 2006. Norske Skog has 10-year contracts with its biggest customers, and prices rose by 7 % in Australia from 1 July 2006 in accordance with the price formula in these contracts. Similarly, New Zealand saw a 6.5 % price increase for the previous year as of 1 January 2007.

Demand in 2006 declined by 3.1 % for standard newsprint compared with 2005 and a combined 4.5 % for standard and improved newsprint. The reduction primarily reflects a weak advertising market.

South America This segment includes the Pisa mill in Brazil and the Bio Bio mill in Chile, with a combined capacity of 300 000 tonnes. Norske Skog is the largest newsprint manufacturer on the continent.

Operating revenue in 2006 was NOK 1 399 million (2005: NOK 1 230 million), while operating earnings came to NOK 289 million (2005: NOK 66 million). Operating earnings for 2006 include NOK 60 million in reversal of a 2005 provision related to a dispute over grid cost. Even excluding this sum, the results are satisfactory and reflect low costs as well as the persistence of good market conditions. Gross operating margin excluding the reversal was 29.2 % – the highest for any Norske Skog segment.

Demand increased in South America throughout 2006, rising by 10 % compared with the year before. The increase in Brazil, the largest single market, was 8 %. Price increases were also implemented, but the level of prices declined somewhat at the beginning of 2007.

6.3 Basis for statements regarding competitive position

Statements regarding the competitive positions are supported by RISI. RISI is the leading information provider for the global forest products industry.

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7. Organizational structure

7.1 Description of group that issuer is part of

Norske Skogindustrier ASA is a public joint-stock company organized under the laws of Norway, including the Public Limited Companies Act.

Norske Skogindustrier ASA is the parent company of the Norske Skog group.

Organisation chart

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7.2 Norske Skog and it's subsidiares

Norske Skogindustrier ASA Group (the Group) consists of Norske Skogindustrier ASA (the Company) and its subsidiaries.

Shares in subsidiaries Norske Skog's subsidiaries are set out below. The foreign currency designation indicates country of domicile.

Share capital Book value Shares included as financial assets Currency NOK 1 000 Ownership % NOK 1 000

Shares owned by the parent company Sikon Øst ASA, Norway NOK 50 000 2.0 2 000 Industrikraft Midt-Norge AS, Norway NOK 444 10.0 8 649 Other shareholdings, each with a book value less than NOK 1 11 080 million Total 21 729 are capital ook value Share capital Book value Shares in subsidiaries and joint ventures Currency NOK 1 000 Ownership % NOK 1 000

Shares in Norwegian subsidiaries owned by the parent company Nornews AS, Lysaker NOK 100 100.0 100 Norske Treindustrier AS, Lysaker NOK 3 917 340 100.0 14 498 195 Lysaker Invest AS, Lysaker NOK 1 504 370 100.0 2 004 371 Norske Skog Holding AS, Lysaker NOK 5 000 100.0 8 454 Wood og Logistics AS, Lysaker NOK 3 000 76.0 2 295 Total 16 513 415

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Shares in foreign subsidiaries and joint Book value ventures owned by the parent company Share capital in Currency in 1 000 Ownership % NOK 1 000 Norske Skog Golbey, Golbey, France EUR 253 164 100.0 2 063 850 Ordinary Pan Asia Paper Company Ltd, Singapore USD 600 100.0 7 072 568 USD Ordinary Pan Asia Paper Company Ltd, Singapore SGD - 100.0 - SGD Norske Skog Bruck GmbH, Bruck, Austria EUR 1 817 99.9 165 918 Norske Skog Steti, Steti, Czech Republic CZK 883 100 100.0 184 752 Norske Skog Østerreich GmbH, Graz, EUR 150 100.0 1 292 Austria Markproject Ltd., London, UK GBP 300 100.0 - Norske Skog Deutschland GmbH, Hamburg, EUR 1 000 100.0 10 063 Germany Norske Skog (UK) Ltd., London, UK GBP 100 100.0 2 Norske Skog Holland B.V., Amsterdam, EUR 100 100.0 400 Netherlands Norske Skog Belgium S.A., Brussels, EUR 19 375 100.0 3 235 Belgium Nornews Portugal, Lisboa, Portugal EUR 400 75.0 - Norske Skog Espana S.A., Madrid, Spain EUR 90 100.0 3 607 Norske Skog (Irland) Ltd., Dublin, Ireland EUR 2 100.0 - Norske Skog (Schweiz) AG, Zürich, CHF - 100.0 193 Switzerland Norske Skog Danmark ApS, Værløse, DKK 27 100.0 - Denmark Norske Skog Italia S.R.L., Milan, Italy EUR 10 95.0 84 Norske Skog France S.A.R.L., Paris, France EUR 235 100.0 7 939 Norske Skog Japan Co. Ltd., Tokyo, Japan JPY 3 000 100.0 - Norske Skog Jämtland AB, Trångsviken, SEK 100 100.0 780 Sweden Norske Skog (Cypros) Ltd., Paphos, Cyprus CYP 1 95.0 - Norske Skog Asia Pacific Pte Ltd., Singapore AUD 664 344 100.0 2 797 441 Norske Skog Czech & Slovak Republic spol. s.r.o., CZK 400 100.0 - Steti, Czech Republic Norske Skog Polska Sp. z.o.o. ,Warsaw, Poland PLN 50 100.0 - Norske Skog Hungary Trading and service Limited, HUF 3 000 100.0 - Budapest, Hungary Norske Skog Logistics NV, Antwerpen, EUR 2 500 99.9 540 Belgium THP Paper Company, Seattle, USA USD - 100.0 - Norske Skog Chile Industrial Limitada, USD 15 000 0.1 524 Concepcion, Chile Norske Skog Europe Recovered Paper NV, EUR 62 99.84 493 Antwerpen, Belgium Norske Skog Papers ( Malaysia) SDN, Preferenc MYR 382 855 100.0 311 595 BHD, Kuala Lumpur, Malaysia e Norske Skog Papers ( Malaysia) SDN. Ordinary MYR - 100.0 - BHD, Kuala Lumpur, Malaysia NSI Forsikring A/S, Hvidovre, Danmark DKK 20 000 100.0 16 552 Norske Skog Walsum GmbH, Duisburg, EUR 150 025 100.0 1 264 197 Germany Preferenc Norske Skog Pisa Ltda., Jaguariaíva, Brazil BRL 24 550 100.0 - e Norske Skog Pisa Ltda., Jaguariaíva, Brazil Ordinary BRL 113 768 99.9 1 078 513 Norske Skog Adria d.o.o., Ljubljana, SIT 164 100.0 - Slovenia Papeles Norske Skog Bio Bio Ltda., San Pedro de la Paz, CLP 77 715 100.0 91 Chile Norske Skog Holdings BV, Amsterdam, Netherlands EUR 170 100 100.0 2 080 323 Norske Skog Industries Australia Ltd., Sydney, Australia AUD - 100.0 - Oxenøen Bruk AS NOK 100 100.0 100 Total 17 065 052 Total shares owned by the parent company 33 578 467

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Shares in foreign subsidiaries and joint Share capital Currency Ownership % ventures owned by consolidated companies in 1 000 Norske Skog Italia s.r.l., Milan, Italy EUR 10 100.0 Norske Skog Paper (Schweiz) AG, Zug, Switzerland CHF 130 100 100.0 Norske Skog Holdings (Schweiz) AG, Zug, Switzerland CHF 1 001 100 100.0 Norske Skog (USA)Inc. Southport, USA USD 2 200 100.0 Norske Skog US Recovered Paper Inc USD - 100.0 Norske Skog Capital (Australia) Pty Ltd, Sydney, Australia AUD 223 000 100.0 Norske Skog (Australasia) Pty Limited, Sydney, Australia AUD 1 000 100.0 Norske Skog Paper Mills (Australia) Limited, Tasmania, AUD 7 539 100.0 Australia Norske Skog Capital NZ Ltd, Aukland, New Zealand NZD 1 100.0 Norske Skog Tasman Limited, Auckland, New Zealand NZD 100 100.0 Norske Skog Holdings (NO.1) Limited, Auckland, New NZD - 100.0 Zealand Norske Skog Holdings (NO.2) Limited, Auckland, New NZD - 100.0 Zealand Norske Skog Holdings (NO.3) Limited, Auckland, New NZD 1 100.0 Zealand Geosilica International LTD, Auckland, New Zealand NZD 1 50.0 Crown Forest Holdings (1995) Inc., Whitehorse, Canada CAD 380 956 100.0 Norske Skog Tasman Ltd. Auckland, New Zealand NZD 600 000 100.0 Tasman Equipment Ltd, Vancouver, Canada CAD 1 100.0 Crown Forest Industries Limited, Whitehorse, Canada CAD 535 665 100.0 NS Industries Canada Limited, BC, Canada CAD 246 625 100.0 Norske Skog Florestal Ltda., Jaguariaíva, Brazil BRL 68 625 100.0 Norske Skog Pisa Ltda., Jaguariaíva, Brazil BRL 110 269 100.0 Norske Skog CI Ltd, Georgetown, Cayman Islands CHF 1 300 000 100.0 4346799 Canada Inc., Canada CAD 1 747 450 100.0 33027 YUKON INC, Vancouver BC, Canada CAD 29 692 100.0 Norske Skog North America LLC, Seattle, USA USD 1 000 50.0 Norske Skog Overseas Holdings AG, Zurich, Switzerland CHF 546 234 100.0 Norske Skog Industries (UK) Limited, Cardiff, UK GBP 569 065 100.0 Norske Skog Forest Holdings AG, Zürich, Switzerland CHF 63 173 100.0 Parenco Finance BV, Renkum, Netherlands EUR 18 100.0 Parenco Hout BV, Renkum, Netherlands EUR 50 50.0 Reparco Nederland BV., Nijmegen, Netherlands EUR 227 100.0 Sapin SA, Harze, Belgium EUR 8 125 50.0 Papeles Norske Skog Bio Bio Ltda., San Pedro de la Paz, USD 77 715 100.0 Chile Norske Skog Chile Industrial Ltda., San Pedro de la Paz, USD 15 000 100.0 Chile 33038 YUKON INC, British Columbia, Canada USD 27 382 100.0 Paroco Rohstoffverwertung GmbH, Essen, Germany EUR 130 51.0 Reparco Nijmegen BV, Nijmegen, Netherlands EUR 18 100.0 Reparco Randstad BV, Gravenhage, Netherlands EUR 14 100.0 Reparco Renkum BV, Renkum, Netherlands EUR 18 100.0 Reparco Trading BV, Nijmegen, Netherlands EUR 386 100.0 Reparco Zutphen BV, Zutphen, Netherlands EUR 1 134 100.0 Simon Daalder Winterswijk B.V., Zutphen, Netherlands EUR 14 100.0 Fletcher Paper Sales North America, Inc, Delaware, USA USD 10 100.0 Forest Terminals Corporation, California, USA USD 5 100.0 Norske Skog Parenco BV, Renkum, Netherlands EUR 245 041 100.0 Norske Skog Bruck GmbH, Bruck, Austria EUR 1 817 0.1 4159641 Canada Inc., Canada CAD 26 616 900 100.0 Norske Skog Papier Recycling GmbG, Bruck, Austria EUR 145 50.0 Pan Asia Paper (Thailand) Co. Ltd., Bangkok, Thailand THB 2 167 500 94.1 Norske Skog Korea Co. Ltd., Republic of Korea KRW 479 153 000 1000 Shanghai Pan Asia Potential Paper Co. Ltd., Shanghai, CNY 44 000 56.1 China Hebei Pan Asia Long-Teng Paper Co. Ltd., Zhaoxian, China CNY 152 705 80.0 Norske Skog Sales (Hong Kong) Ltd., Hong Kong, China HKD 2 100.0 Pan Asia Paper Sales (Australasia) Pty. Ltd., Australia AUD 12 100.0 Beijing KSPA Resources Recycling CO, LTd RMB 100.0 Norsle Skog PanAsia (Shanghai) Commercial Consulting CNY 85.4 CO. Ltd

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7.3 Issuer dependent upon other entities Norske Skog is a holding company, and is therefore dependent upon cash flow from its operating entities. The Company also provides financing to most of the subsidiary companies in Norway as well as abroad.

Guarantees The company has guaranteed debts totaling NOK 326 million on behalf of its subsidiaries. Other guarantees amount to NOK 293 million.

Intercompany receivables/liabilities Intercompany receivables/liabilities may be found in Note 13 in the Annual Report for 2006. incluas financial assets

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8. Trend information

8.1 Global markets

RENEWED GROWTH IN DEMAND

After a slight decline in 2005, global demand for publication paper began to grow again in 2006. This trend was strongest in Brazil, Russia, India and China – the BRICs economies.

The world consumes about 70 million tonnes of publication paper annually. Global demand reached a record level in 2006, exceeding the previous peak in 2005. Over the past three years (2003-2006) demand grew by 3.7 million tonnes or 5.5 %. With a moderate expansion in 2006, print media maintained its position in relation to the internet. However, in terms of share of advertising expenditure, print media has lost out to webbased media in recent years.

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Newsprint Global newsprint demand grew just under 1 % in 2006. Goldman Sachs wrote in 2003 about the development of the BRICs economies (Brazil, Russia, India and China) toward 2050. According to Goldman Sachs, and other experts in the field of economics, it is highly likely that the BRICs economies will become a much larger force in the world economy by 2050. Higher growth in these economies could offset the impact of graying populations and slower growth in advanced economies. We have witnessed this phenomenon in the global market for newsprint in 2006: Growth in demand in the BRICs countries offset the decline in newsprint demand registered in North America.

Europe Free newspapers are spreading in mature European markets. New publications of this kind in Western Europe underpinned a moderate growth in demand of about 2 % in 2006. That contrasted with developments in the USA, where demand for newsprint continued to decline. North America is the only region where overall demand is dropping, with a 6 % fall in 2006. Stronger growth in newsprint demand was experienced in Eastern Europe. At over 5 %, it was twice the 2005 increase. Both traditional newspapers and free newspapers are expanding in this region. Russia experienced particularly robust growth in 2006, primarily reflecting a strong economic performance. The market balance in Europe improved during 2006, both because of growing demand and as a result of substantially reduced imports from North America.

China and Asia Overall demand in the non-Japan Far East (NJFE) region increased by about 5 % in 2006. China and India continued to show strong growth, at 7 % and 12 % respectively. After a sharp decline of 5 % in South Korean demand in 2005, the demand remained stable during 2006 at the level of 2005. China shifted from being a net importer of newsprint to net exporter during 2006 because new capacity exceeded the growth in demand. Prices in China fell in 2006 as a result of the capacity increases and a weaker market balance. Chinese export tonnage was primarily directed at other Asian markets. As a region however, Asia remains dependent on substantial imports. Chinese demand for newsprint is expected to continue growing at 6-8 % in 2007.

Australia The market in Australia and New Zealand displayed the same trends as mature European markets. Demand declined by 2-3 % across the region, reflecting lower print advertising expenditure in real terms and some weakening in private consumption.

South America Robust growth of 7 % was achieved in South America during 2006, with demand in Brazil increasing by 10 %. New and reasonably-priced regional newspapers have proved profitable for a number of the largest publishers. Most of the countries in South America experienced solid growth in demand in 2006. The exception was Chile, which stagnated at the 2005 level. Chile is regarded as the continent’s most mature market. South America has a substantial import requirement for newsprint. Norske Skog’s strategic decision to double its production capacity for this product in Brazil will make a considerable contribution to reducing such imports.

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Magazine paper Global demand for magazine paper increased by about 1.5 % in 2006. Magazine paper comprises two grades, LWC and SC, and the demand picture differed significantly between these. While SC showed a strong growth of about 3.5 %, development in the LWC segment was flat. Western Europe is the region with the largest production capacity for magazine paper, and has substantial global exports. A number of publishers shifted from LWC to SC catalogue during the year, which worsened the overcapacity situation in the LWC segment and increased pressure on prices. However, a number of players have announced plans to shut down machines in 2006-07. The market balance for LWC is expected to improve during 2007.

STRONGER COMMITMENT TO SOUTH AMERICA

Plans were unveiled by Norske Skog in December 2006 to double its production capacity for newsprint in Brazil.

This will be accomplished by moving a paper machine from the closed Union mill in Skien to Norske Skog Pisa, and upgrading its annual capacity to 200 000 tonnes.

This South American expansion is in line with the group’s strategy of being a world leader for cost efficiency, either through closeness to markets or through a strengthened presence in regions particularly suited to paper production.

The commitment in Brazil meets both requirements. New production capacity in this region reduces the cost of importing paper from other continents, which also has positive environmental effects. Access to raw material from certified fast-growing plantation forests and closeness to markets, combined with the growth in regional demand, also provide good opportunities for cost-effective output.

Brazil’s newspaper flora is expanding, with more titles and an aggressive commitment to recruiting young readers. Norske Skog is sponsoring long-term projects on using newspapers as a teaching

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Registration Document aid in schools. New and reasonably-priced regional newspapers have proved profitable for a number of biggest publishers.

8.2 Environment

Continuously improving environmental performance Norske Skog’s mills set annual targets for key environmental parameters and report their performance internally on a monthly basis.

Environmental performance forms part of the regular reporting by the mills to corporate management and the board.

Norske Skog has developed its own environmental index, which expresses mill environmental performance and covers the following parameters: • water consumption • quality of treated effluent discharges - measured using chemical oxygen demand (COD) and suspended solids criteria • air emissions of nitrogen oxides • waste to landfills • total energy use

The overall environmental index for the whole company is calculated as an average of each mill’s index weighted by production volumes. Additional targets may also be set by each mill for other environmental parameters of particular significance.

Mill performance is measured in the index against a standard which should be attainable with the use of Best Available Technique (BAT) or best practice. An index value of 1.0 or less indicates that the mill in question has an environmental standard which satisfies the ambitious levels which can be attained with BAT or best practice. The attainment of BAT levels of performance is mill specific and is a function of age, technology, investment history and operational performance.

Performance in 2006 Norske Skog’s environmental policy commits to continuous improvement in environmental performance. The environmental index can be used to track continuous improvement in the performance of a mill or the company as a whole. It can also be used as a tool to assist with investment planning.

The table below shows the targets set in 2006 and 2007 for the various parameters included in the index, as well as the results achieved in 2005 and 2006. These figures represent a production weighted average for all mills with the exception of Norske Skog Steti. The Steti mill operates on an integrated site with other pulp and paper manufacturing activities which makes it difficult to obtain sufficiently accurate data to calculate the index (for example waste water is combined and treated jointly with the other effluents generated on the site). However, the mill still sets and reports against its own targets for the environmental parameters which can be measured with a reasonable degree of accuracy.

The data presented also includes the results from the Asian mills which were incorporated into the index for the first time in 2006. The incorporation of these mills has an impact on the trends and specific index results attained. In general the Asian mills have a positive index impact for water and energy related parameters and a slightly negative impact on air emissions.

Nine of the seventeen mills incorporated in the environmental index achieved a result equal to or better than 1.0 in 2006, and eleven reached their own targets. Norske Skog as a whole failed to reach its index goals for 2006. This was primarily associated with effluent treatment issues experienced at the Saubrugs and Skogn mills and the volume of waste to landfill generated by the Bio Bio mill.

A number of mills are currently in the process of investing in new plant and equipment in order to improve their environmental performance. It is expected that this will be reflected in future index scores. Norske Skog Bio Bio, Norske Skog Boyer and Norske Skog Follum are examples of this.

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ENVIRONMENTAL INDEX Achieved* Achieved* Target* Target** 2005 2006 2006 2007 Water usage [m3/tonne] 19,6 19,5 18,7 16,7 COD [kg/tonne] [kg/tonne] 8,81 8,65 8,06 6,43 Suspended Solids [kg/tonne] 0,89 0,71 0,69 0,59 NOx [g/GJ] 113 104 114 104 Waste to landfill [kg/tonne] 19,6 19,5 20,7 23,6 Total Energy consumption [GJ/tonne] 12,6 12,6 12,6 11,5 Environmental Index excl. Asia 1,26 1,22 1,18 Environmental Index incl. Asia 1,16 1,11

* excl. Asia ** incl. Asia

8.3 Outlook An assessment of the outlook involves considerable uncertainties. Demand for newsprint and magazine paper is expected to continue rising in most of the markets in which Norske Skog operates. Generally speaking, the balance between supply and demand is good, but much new capacity in China and falling prices in North America could put pressure on prices in some countries and regions. That applies primarily to South America, parts of Asia and possibly in Australia during the second half of 2007. As a result of increased demand in China, the cost of recovered paper could increase. Some rise in wood prices is also likely, particularly in continental Europe.

Norske Skog expects better earnings before special items in 2007, primarily because its turnaround programme is intended to yield substantial results.

8.4 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.

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9. Administrative, management and supervisory bodies

9.1 Information about persons

Board of Directors The table below set out the names of the members of the Company's Board:

Name Position Business address Lars Wilhelm Grøholt Chairman of the Board since P.O Box 329, N-1366 Oslo, Norway 2002 Øivind Lund Deputy Chairman of the P.O Box 329, N-1366 Oslo, Norway Board since 2005 Halvor Bjørken Board member since 2000 P.O Box 329, N-1366 Oslo, Norway Gisèle Marchand Board member since 2002 P.O Box 329, N-1366 Oslo, Norway Anette Brodin Rampe Board member since 2005 P.O Box 329, N-1366 Oslo, Norway Ingrid Wiik Board member since 2005 P.O Box 329, N-1366 Oslo, Norway Kåre Leira Worker director since 1999 P.O Box 329, N-1366 Oslo, Norway Stein-Roar Eriksen Worker director since 2005 P.O Box 329, N-1366 Oslo, Norway Trond Andersen Worker director since 2006 P.O Box 329, N-1366 Oslo, Norway

Alternates for worker directors Name Position Business address Kjetil Bakkan Alternates for worker P.O Box 329, N-1366 Oslo, Norway directors Jørn Standal Alternates for worker P.O Box 329, N-1366 Oslo, Norway directors Freddy Sollibråten Alternates for worker P.O Box 329, N-1366 Oslo, Norway directors

Lars Wilhelm Grøholt (59) Chair of the board, 2002-, director since 2001. Forest owner, mechanical engineer and forestry technician. Chair, Norwegian Forestry Research Institute (Nisk). Manager, guardianship Board, Søndre Land local authority. Chair, Norwegian Forest owners’ Association, 1998-2002, and Viken Skog, 1999-2002. Board member, Pan European Forest Certifi cation (PeFC), 1999-2003.

Øivind Lund (61) Deputy chair, 2005-, director since 2000. PhD engineering and business studies graduate. Ceo, ABB Norway 1998-2001. Head of the ABB group’s global quality and productivity improvement programme, 2001-2003. National head for Turkey, ABB, 2003-2006. Chair, Yara ASA 2004-.

Halvor Bjørken (52) Director since 2000. Forest owner. Chair, Allskog BA, Allskog Holding A/s and the Forest Action Fund. Deputy chair, Norwegian Forest Owners’ Association, Industriflis and Din Tur As. Director, Midt-Norsk Tømmerimport, and member, corporate assembly, Skogbrand insurance company.

Gisèle Marchand (48) Director since 2002. Msc in business economics. Managing director, Norwegian Public Service Pension Fund. Director, Foundation for Norwegian Leadership, Guarantee Institute for Export Credit (Giek), GK Kredittforsikring As and Scandinavian Property Development AsA. Chair, Norwegian Pharmacists Pension Fund.

Anette Brodin Rampe (45) Director since 2005. Msc in industrial chemistry. Senior vice president, Eon Sverige AB, Stockholm. Director, Peab AB and Ruter Dam AB.

Ingrid Wiik (62) Director since 2005. Chief executive of Alpharma Inc, 2000-2006, and director, 2000-. Director of Statoil ASA, 2005-, and Coloplast, Denmark, 2003-.

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Stein-Roar Eriksen (52) Worker director since 2005. Councillor, Ringerike local authority. Member, executive committee, Norwegian United Federation of Trade Unions. Member, Norske Skog’s European and Global Works Councils. Chair, Follum Works Council, and deputy chair, Norske Skog’s Norwegian Works Council.

Trond Andersen (59) Worker director since 2006, elected by the employees. Employee representative at Norske Skog Saugbrugs and member of the corporate assembly for several periods.

Alternates for worker directors: Kjetil Bakkan Jørn Standal Freddy Sollibråten

Lars Wilhelm Grøholt, chair of the board of Norske Skog, has notified the nomination committee that he does not wish to seek re-election at the AGM to be held on 12 April. Kim Wahl has been nominated as the new chair of Norske Skog.

Corporate management group The table below sets out the names of the members of the Company’s management:

Name Position Business address Christian Rynning- President and CEO P.O Box 329, N-1366 Oslo, Norway Tønnesen Eric d'Olce Senior Vice President, Europe P.O Box 329, N-1366 Oslo, Norway standard newsprint Antonio Dias Senior Vice President, P.O Box 329, N-1366 Oslo, Norway Magazine and South America Vidar Lerstad Senior Vice President, East P.O Box 329, N-1366 Oslo, Norway Asia Ketil Lyng Senior Vice President, P.O Box 329, N-1366 Oslo, Norway Australasioa and Thailand Peter Chrisp Senior Vice President. P.O Box 329, N-1366 Oslo, Norway Profitability improvement Norske Skog Production Systems (NSPS) Research and development Andreas Enger Chief financial officer. P.O Box 329, N-1366 Oslo, Norway Strategy, energy, communication and IT Kristin Slyngstad Senior Vice President HR P.O Box 329, N-1366 Oslo, Norway Klitzing

Christian Rynning-Tønnesen, President and CEO • With Norske Skog from 1 April 2005 • MSc engineering, Norwegian Institute of Technology • Researcher, Sintef, 1984-85 • Refinery analyst and product coordinator Esso Norge, 1985-89 • Consultant, McKinsey, 1989-92 • With Statkraft in Norway, manager, strategy, executive vice president, supply northern European, executive vice president market, executive vice president, strategy M&A and senior vice president, finance 1992-05.

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Eric d'Olce is responsible for Skogn, Parenco, Golbey and Štětí and Co-ordination of sales and marketing activities. • Mill manager, Norske Skog Golbey, 2004-2006 • Mill manager, Norske Skog Alburs, 2002-2004 • Production manager, Norske Skog Albury, 2001-2002 • Paper production manager, Norske Skog Golbey, 1997-2001 • PM1 Superintendant, Norske Skog Golbey, 1994-1997 • Process engineer, Norske Skog Golbey, 1990-1994 • Technical commercial engineer, COFPA - Machine clothing, France, 1988-1990 • Master of science degree in Pulp, Ecole Francaise de Papeterie de Grenioble, France, 1987 • Degree in science from Marseille university, 1983

Antonio Dias is responsible for the Saugbrugs, Follum, Bruck, Walsum, Pisa and Bio Bio mills. • With Norske Skog since 2000. • Engineering degree from Escola de Engenharia Maua in Brazil, MSc and PhD in engineering, University of Michigan, USA • With Fletcher Challenge group in Brazil and New Zealand, in the areas of business development, e-commerce, investor relations and strategic planning, 1995-00 • Senior vice president marketing and sales, Norske Skog South America, 2000-04.

Vidar Lerstad is responsible for the Jeonju, Cheongwon, Hebei and Shanghai mills. • With Norske Skog since 1989 • MSc in business economics, Norwegian School of Economics and Business Administration • With Norsk Hydro 1970-74 • Counsellor and trade attaché, Export Council of Norway, Oslo and Brussels, 1975-80 • Marketing vice president, Tandberg 1980-84 • Managing director, Scancem cement factory, Togo, 1984-89 • Managing director, Norske Skog Golbey, France, 1989-94 • Managing director, Norske Skog Sales, 1994-96 • Vice president sales and marketing, Norske Skog, 1996-99 • Managing director, international area, 1999-00 • Senior vice president, Asia area, 2000-02 • Executive vice president, Norske Skog South America, 2002-04.

Ketil Lyng is responsible for the Albury, Boyer, Tasman and Singburi mills. He is also responsibility for environment and supply and logistics at the corporate level. • With Norske Skog since 1985 • Law degree, University of Oslo • Norwegian Consumer Council, 1983-85 • Group legal advisor, board secretary and deputy managing director, Norske Skog 1985-89 • Vice president, commercial and administrative functions, 1989-95 • Senior vice president, human resources and organisation, 1995-96 • Managing director, Norske Skog Golbey, France, 1996-00 • Vice president, strategy and business development, 2000-02

Peter Chrisp is responsible for the profitability improvement programme, Norske Skog Production Systems (NSPS) and research and development. • With Norske Skog since 2000 • BA and Masters (Soc. Sci) Massey University New Zealand, and post-graduate studies in business • Training and Development Manager, Tasman Pulp and Paper (Fletcher Challenge), 1994 - 1997 • Fibre and Wood Operations Manager, Tasman Pulp and Paper, 1997 - 1999 • Order fulfilment and Supply chain Manager, Tasman Pulp and Paper, 1999 - 2002 • General Manager, Norske Skog Tasman, 2002 - 2006

Andreas Enger - Chief financial officer Strategy, energy, communication and IT • CEO, Midelfart Holding AS, Family holding company engaged in financial investment activities and active ownership of subsidiary companies, 2005-2006 • Senior Vice President, Petroleum Geo-Services ASA,Responsible for Strategy, M&A, Divestitures and Group-wide improvement and restructuring initiatives, 2003-2005

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Registration Document • Consultant, McKinsey & Company Inc.Partner since 1996, 1987-2002 1987-1988 • Master of Business Administration (MBA) from INSEAD (Fontainebleau, France). Specialization in Corporate Finance and International Financial Management) • MSc in Engineering Cybernetics (Computer Engineering, Industrial Automation, Electrical Engineering) from Norwegian Institute of Technology (Trondheim, Norway)

Kristin Slyngstad Klitzing (42) – Senior Vice President Human Resources • Senior advisor, Mercuri Urval, previously held several positions in GE Healthcare (formally Nycomed Imaging, Amersham Health) in Norway and Germany. • Bachelor`s degree in sociology, organisation and leadership from the University of Oslo • Studies in economics from Norwegian School of Economics and Business Administration • Educated nurse.

9.2 Administrative, management and supervisory bodies conflicts of interest There are no conflicts of interests between any duties to the issuing entity of the persons referred to in item 9.1 and their private interests and or other duties.

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10. Major shareholders

10.1 Ownership As of 23 February 2007 Norske Skogindustrier ASA had a share capital of NOK 1,899,456,260 consisting of 189,945,626 ordinary shares at NOK 10.00 per share. Number of Norwegian was shareholders 21,490 and number of foreign shareholders was 1,338.

The following table lists Norske Skogindustrier ASA' principal shareholders as of 31 December 2006

Principal shareholder as of 31 Desember 2006 Number % JPMORGAN CHASE BANK, GBR (NOM) 22,063,619 11.62 VIKEN SKOG BA 15,597,825 8.21 STATE STREET BANK, USA (NOM) 11,208,922 5.90 CAPITAL WORLD FUND C/O JPMORGAN CHASE BANK 5,081,713 2.68 FOLKETRYGDFONDET 4,160,355 2.19 AT SKOG BA 4,118,324 2.17 STATE OF NEW JERSEY PENSION FUND C/O BANK OF NEW YORK 3,986,717 2.10 EQUITY TRI-PARTY C/O BANK OF NEW YORK 3,976,200 2.09 MJØSEN SKOG BA 3,955,270 2.08 MELLON BANK AS, USA (NOM) 3,852,409 2.03 ALLSKOG BA 3,458,990 1.82 NATEXIS BANQUES POPULAIRES C/O BANK OF NEW YORK 2,738,275 1.44 SKAGEN VEKST 2,700,057 1.42 THE NORTHERN TRUST CO., GBR (NOM) 2,666,637 1.40 BANK OF NEW YORK, BEL (NOM) 2,467,363 1.30 THE NORTHERN TRUST CO., GBR (NOM) 2,274,646 1.20 CREDIT SUISSE SECURITIES (USA) LLC, USA (NOM) 2,259,300 1.19 REDERIAKTIESELSKAPET HENNESEID 2,144,203 1.13 FRANKLIN TEMPLETON LENDING C/O JPMORGAN CHASE BANK 2,098,168 1.10 CREDIT AGRICOLE INVESTOR SERVICES, FRA (NOM) 2,045,210 1.08 A/S HAVLIDE 1,885,248 0.99 BANK OF NEW YORK, BEL (NOM) 1,878,921 0.99 BEAR STEARNS SECURITIES CORP., USA (NOM) 1,811,162 0.95 ALLSKOG HOLDING AS 1,802,424 0.95 STATE STREET BANK, USA (NOM) 1,565,562 0.82 MELLON BANK AS, USA (NOM) 1,552,065 0.82 GMO FOREIGN FUND C/O BROWN BROTHERS HARRIMAN & CO. 1,531,000 0.81 RBC DEXIA INVESTOR SERVICES TRUST, GBR (NOM) 1,472,134 0.78 CLEARSTREAM BANKING S.A., LUX (NOM) 1,393,615 0.73 JPMORGAN CHASE BANK, GBR (NOM) 1,378,772 0.73 HSBC BANK PLC, GBR (NOM) 1,257,253 0.66 J.P. MORGAN BANK LUXEMBOURG S.A., LUX (NOM) 1,234,891 0.65 A/S HERDEBRED 1,170,885 0.62 GARTMORE C/O HSBC SECURITIES SERVICES (LUX) SA 1,159,291 0.61 GMO ERISA POOL TRUST, USA (NOM) 1,133,054 0.60 VITAL FORSIKRING ASA 1,101,224 0.58 SKIENS AKTIEMØLLE ASA 1,010,575 0.53 NUMBER OF SHARES >0,5% 127,192,279 66.96 Total number of shares 189,945,626 100.00

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Primary insiders holdings as of 1 March 2007

The board of Norske Skog has adopted a long-term incentive scheme for Norske Skog`s corporate management in the form of synthetic options, replacing an earlier programme which ran from 2003-05.

Under the new scheme, the chief executive can award up to 30 000 options to each member of the corporate management in the years 2006, 2007 and 2008. The chair can award up to 60 000 options to the chief executive in the same years.

Shares and options in Norske Skogindustrier ASA

SVP= Senior Vice President, CEO=Chief Executive Officer, CFO=Chief Financial Officer, VP=Vice President, BOD= Board of Directors

Shareholders Position Shares Options Christian Rynning-Tønnesen President and CEO 2 853 150 000 Andreas Enger CFO 1 000 30 000 Peter Chrisp SVP 656 30 000 Vidar Lerstad SVP 8 030 90 000 Ketil Lyng SVP 6 015 90 000 Antonio Dias Jr SVP 4 470 90 000 Eric d'Olce SVP 2 093 30 000 Kristin Slyngstad Klitzing SVP 30 000

Anne K Kvam VP Legal 980 Asbjørn U Lundberg VP Internal Audit 1 941 Tom Brattlie VP Communication 585 Carsten Dybevig Company Secretary 250 Rolf Morten Li Holum VP Accounting 1 065 Jarle E Langfjæran VP Investor Relations 4 278 Corporate Accounting Truls Nils Mortensen Manager 428 Director Investor Thomas Tronsgaard Relations 2

Lars Wilhelm Grøholt Chairman, BOD 4 442 Øivind Lund Deputy chairman, BOD 1 995 Halvor Bjørken Director, BOD 3 591 Giséle Marchand Director, BOD 428 Ingrid Wiik Director, BOD 250 Anette Brodin Rampe Director, BOD 2 000 Kåre Leira Worker director, BOD 1 457 Kjetil Bakkan Worker director, BOD 225

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11. Financial information concerning the issuer's assets and liabilities, financial position and profits and losses

11.1 Historical Financial Information From January 1, 2005 Norske Skogs's financial statements are presented in accordance with IFRS (IAS). The official accounts for 2004 were presented in accordance with Norwegian accounting principles, but have been restated according to IFRS in all comparisons. Numbers before 2004 are presented according to Norwegian GAAP.

Basis for preparation

Norske Skogindustrier ASA The consolidated financial statements for Norske Skog and subsidiaries was until 31 December 2004 prepared in accordance with generally accepted accounting principles in Norway (NGAAP). As a listed company in Norway Norske Skog was from 1 January 2005 required to prepare the consolidated financial statements in accordance with IFRSs as adopted by the EU. The accounting principles used under IFRSs was presented in Annual Report 2005, page 110, note 01 Accounting Policies and in Annual Report 2004, page 104-105, note 01 Accounting principles.

NGAAP is in certain areas different from IFRS and Norske Skog has as a consequence of this made changes in the accounting principles. The IFRS opening balance at the date of transition 1 January 2005 has been restated to reflect all IFRSs implementation effects, except for implementation effects due to IAS 32 and 39, which date of transition was 1 January 2005. The transition has resulted in changes in both measurement and classification of certain items in the income statements and balance sheet, as well as key performance indicators. Comparative information for 2004 regarding financial instruments has been prepared based on NGAAP.

A summary of significant changes to Norske Skogs’s accounting policies resulting from the transition to IFRS as well as reconciliation of equity from NGAAP to IFRS at 1 January and 31 December 2004 was shown in Annual Report of 2005, page 132, note 33 Transition to International Financial Reporting Standards (IFRSs).

According to the Commission Regulation (EC) No 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council, information in a prospectus may be incorporated by reference. Because of the complexity in the historical financial information and financial statements this information was incorporated by reference to the Quarterly Report 4th quarter 2006, Quarterly Report 3rd quarter 2006, Quarterly Report 2nd quarter 2006, Quarterly Report 1th quarter 2006, Annual report of 2005 and Annual Report of 2004 as follows:

Quarterly report 2006 Annual reports 4. Q 3. Q 2. Q 1. Q 2005* 2004

Norske Skogindustrier ASA Group Profit and loss Account Page 13 Page 11 Page 8 Page 8 Page 106 Page 102 Balance sheet Pages 13 Page 11 Page 9 Page 9 Page 107 Page 103 Cash flow statement Page 17 Page 15 Page 8 Page 8 Page 108 Page 102 Notes to the financial Pages 14 - Pages 16 Pages 9 - Pages 9 - Pages 109 - Pages 104 - statements 21 - 19 15 15 135 119

Norske Skogindustrier ASA Profit and loss account Page 136 Page 120 Balance sheet Page 137 Page 121 Cash flow statement Page 136 Page 120 Notes to the financial Pages 138 - Pages 122 - statements 147 124

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11.2 Financial statements See section 12.1 Historical Financial Information.

11.3 Auditing of historical annual financial information

11.3.1 Statement of audited historical financial information The historical financial information for 2005 and 2004 has been audited.

A statement of audited historical financial information is given in Annual report 2004 page 125 and Annual report 2005 page 148.

11.4 Age of latest financial information

11.4.1 Last year of audited financial information The last year of audited financial information is 2005.

11.5 Legal and arbitration proceedings There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the issuer is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past, significant effects on the Company and/or Group's financial position or profitability.

11.6 Significant change in the issuer's financial or trading position There has been no significant change in the financial or trading position of the the group which has occurred since the end of the last financial period for which interim financial information has been published.

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12. Documents on display The following documents (or copies thereof) may be inspected for the life of the Registration Document at the headquarters of Norske Skogindustrier ASA, Oksenøyveien 80, 1366 Lysaker, Norway:

(a) the memorandum and articles of association of Norske Skogindustrier ASA; (b) all reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at Norske Skogindustrier ASA' request any part of which is included or referred to in the Registration Document; (c) the historical financial information of Norske Skogindustrier ASA and its subsidiary undertakings for each of the two financial years preceding the publication of the Registration Document.

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Cross Reference List Reference in Registration Document Refers to 8.2 Environment, Raw material and energy use Annual report 2005, page 43 11.1 Historical Financial Information Annual Report 2005, page 110, note 01 Accounting 11.1 Historical Financial Information Annual Report 2004, page 104-105, note 01 Accounting principles 11.1 Historical Financial Information Annual Report of 2005, page 132, note 33 Transition to International Financial Reporting Standards (IFRSs) 11.3.1 Statement of audited historical financial Annual report 2004 page 125 and Annual report information 2005 page 148

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Articles of association for Norske Skogindustrier ASA

(Last amended in Extraordinary General Meeting 22 September 2005)

Article 1 - The company’s form and name The company is a public limited company. The company’s name is Norske Skogindustrier ASA.

Article 2 - Objects The object of the company is to pursue pulp and paper operations and activities connected with these. The company can also participate in other commercial activity by subscribing to shares or in other ways.

Article 3 - Registered office The company is registered in Norway, and has its management and registered office in Bærum local authority.

Article 4 - Share capital and shares The company's share capital amounts to NOK 1.899.456.260, divided into 189.945.626 shares each with a nominal value of NOK 10.

The company's shares will be registered with the Norwegian Central Securities Depository (VPS).

Article 5 - Board of directors The company’s board of directors will consist of a minimum of seven and a maximum of 10 directors. Directors are elected by the corporate assembly for terms of two years. No person can be elected to the board after reaching the age of 70.

The corporate assembly will elect the chair and deputy chair of the board for terms of one year. The corporate assembly will determine the remuneration payable to directors. The board of directors is responsible for appointing a chief executive, to be known as the president and chief executive officer, and for determining his/her remuneration. The board of directors can authorise its members, the chief executive or certain other designated employees to sign for the company.

Article 6 - Corporate assembly The company will have a corporate assembly consisting of 18 members, including 12 members and four alternate members elected by the annual general meeting. Members elected by the annual general meeting serve for terms of two years. Alternate members are elected for terms of one year.

The corporate assembly itself elects two of its members to act as chair and deputy chair for terms of one year.

Article 7 - Election committee The company will have an election committee consisting of the chair of the corporate assembly and three members elected by the general meeting for terms of one year. The election committee will be chaired by the chair of the corporate assembly.

Article 8 - General meeting Notice of a general meeting must be given within the time limit stipulated in the Norwegian Act on Public Limited Companies through the publication of notices in the Aftenposten and Dagens Næringsliv newspapers. This notice can specify that any shareholder wishing to attend the general meeting must notify the company within a certain time limit, which must not expire earlier than five days before the general meeting. Shareholders failing to notify the company within the specified time limit may be denied entrance to the general meeting. The general meeting will be held in the local authority in which the company has its registered office or in Oslo.

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The annual general meeting will: 1. Adopt the annual accounts, including the directors’ report, and the consolidated accounts, and approve the profit and loss account and balance sheet.

2. Determine the application of the profit or coverage of the loss for the year in accordance with the approved balance sheet, including the declaration of any dividend.

3. Determine possible remuneration to be paid to members and alternate members of the corporate assembly.

4. Elect the shareholders’ representatives and alternate representatives in the corporate assembly.

5. Elect three members of the election committee.

6. Approve the auditor’s fee.

7. Deal with any other business stated in the notice of the meeting.

Shareholders wishing to have any matters dealt with at the general meeting must give notice in writing of these to the board of directors at least one month prior to the general meeting. Notice of the general meeting will be given, and the general meeting will be chaired, by the chair or deputy chair of the corporate assembly or, in their absence, by the chair of the board of directors.

Article 9 - Amendments Any amendments to the articles of association will be made by the general meeting. A valid resolution requires a three-fourths (3/4) majority of the votes cast, and these votes must represent three-fourths (3/4) of the share capital represented at the general meeting.

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