Yara International ASA, prospectus of 11 April 2018

Registration Document

Yara International ASA

Registration Document

Joint Lead Managers:

Oslo, 11 April 2018

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Yara International ASA, prospectus of 11 April 2018

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 its subsidiaries and affiliates) lines of business.

A prospective investor should consider carefully the factors set forth in chapter 1 Risk factors, and elsewhere in the Prospectus, and should consult his or her own expert advisers as to the suitability of an investment in the bonds.

This Registration Document is subject to the general business terms of the Joint Lead Managers, available at their respective websites (www.danskebank.no, www.dnb.no and www.seb.no).

The Joint Lead Managers and/or any of their 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 Joint Lead Managers' 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 Registration Document 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 the . Approval of the Registration Document by Finanstilsynet (the Norwegian FSA) 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.

The Norwegian FSA has controlled and approved the Registration Document pursuant to the Norwegian Securities Trading Act, § 7-7. The Norwegian FSA has not controlled and approved the accuracy or completeness of the information given in the Registration Document. The control and approval performed by the Norwegian FSA relates solely to descriptions included by the Company according to a pre-defined list of content requirements. The Norwegian FSA has not undertaken any form of control or approval of corporate matters described in or otherwise covered by the Registration Document. The Registration Document was approved on 12 April 2018. The Registration Document is valid for 12 month from the approval date.

The Registration Document dated 11 April 2018 together with a Securities Note and any supplement to these documents constitutes the Prospectus.

The content of the Prospectus does not constitute legal, financial or tax advice and potential investors should seek legal, financial and/or tax advice.

Unless otherwise stated, the Prospectus is subject to Norwegian law. In the event of any dispute regarding the Prospectus, Norwegian law will apply.

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Yara International ASA, prospectus of 11 April 2018

Registration Document TABLE OF CONTENTS:

1 RISK FACTORS ...... 4 2 DEFINITIONS ...... 6 3 PERSONS RESPONSIBLE ...... 7 4 STATUTORY AUDITORS ...... 8 5 INFORMATION ABOUT THE ISSUER ...... 9 6 BUSINESS OVERVIEW ...... 10 7 ORGANISATIONAL STRUCTURE ...... 16 8 TREND INFORMATION ...... 21 9 ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES ...... 22 10 MAJOR SHAREHOLDERS ...... 27 11 FINANCIAL INFORMATION CONCERNING THE ...... 28 COMPANY'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES ...... 28 12 DOCUMENTS ON DISPLAY ...... 29 CROSS REFERENCE LIST ...... 30 JOINT LEAD MANAGERS’ DISCLAIMER ...... 31 ANNEX 1 ARTICLES OF ASSOCIATION OF THE COMPANY ...... 32

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1 Risk factors Investing in bonds issued by Yara International ASA involves inherent risks.

The risk factors for Yara International ASA and the Group are deemed to be equivalent for the purpose of this Registration Document.

The risks and uncertainties described in the Prospectus are risks of which the Group is aware and that the Group considers to be material to its business. If any of these risks were to occur, the Group’s business, financial position, operating results or cash flows could be materially adversely affected, and the Group could be unable to pay interest, principal or other amounts on or in connection with the bonds. Prospective investors should carefully consider, among other things, the risk factors set out in this Registration Document and in the Securities Note, before making an investment decision. The risk factors set out in the Registration Document and the Securities Note cover the Company and the bonds issued by the Company, respectively.

An investment in the bonds is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of their investment.

Strategic risks Market dynamics – Nitrogen commodity prices A large part of Yara’s business consists of sales of fertilizer products used in agriculture. While a growing world population, economic growth and changing dietary patterns are driving overall demand for food and fertilizer, swings in agricultural prices along with changes in global and regional fertilizer production capacity could signifi- cantly impact Yara’s profitability.

Market dynamics – prices Due to natural gas being a key raw material in the production of nitrogen-based chemicals and fertilizer products, the pricing and availability of natural gas across regions is a strategic factor for Yara. Securing access to and stable supplies of favorably priced natural gas is imperative to Yara’s operations and competitiveness.

Raw materials availability Yara is sourcing from third parties a wide range of raw materials for fertilizer production, not at least phosphate and potash (P&K). Terminations, material change or failure of delivery in these arrangements can have a negative impact on Yara’s operations.

Regulatory framework on production/application of nitrogen fertilizer There is an increasing trend of stricter governmental regulations impacting both production economics (Emission trading system in ) and application of fertilizer related both to the environmental aspects and safety related aspects of handling and applying fertilizer. These regulations could have a substantial impact on Yara’s earnings.

Investments and integration Yara has an ambition to grow profitably, both organically and through step growth initiatives. The profitability of future growth initiatives relies on long-term price assumptions and future operational performance. Integration of new companies poses a risk of not being able to capture operational and financial synergies.

Political risk Yara’s investments and operations may be affected as a result of changes in political leadership, policies and regulations as well as political and social instability in a country or a region. Such changes could represent threats as well as opportunities for Yara.

Operational risks Production reliability Production unreliability and irregularities may result in lost volumes and contribution. Increased plant reliability, however, is a key driver of organic growth in Yara’s production system.

Human capital Yara’s ability to compete effectively and meet market demands depends heavily on the competence, experience and performance of its employees. Qualified, diverse and skilled staff is essential for Yara’s business to be successful.

Supply chain Yara faces internal and external risks, in the Production, Industrial and Crop Nutrition part of the supply chain. Bottlenecks and inefficiencies in the planning, procurement, transport, handling or delivery of products may affect Yara’s ability to honor its commitments and could negatively impact Yara’s performance.

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Registration Document Cyber risk / Information Security; Production Environment Unauthorized remote access to digital industrial control systems may have potential impact that reaches from an undesired plant shut-down, up to critical conditions causing significant HESQ, financial and reputational damage.

Cyber risk / Information Security; Office Environment Unauthorized access to confidential or strictly confidential data, unintended changes and/or unavailability of business critical data can negatively impact Yara’s internal processes as well as lead to severe financial and reputational damage.

Financial risks Financing risk Refinancing of maturing loans or establishment of new financing may be difficult or costly to arrange. Adverse financial market conditions could lead to higher funding costs and postponement of projects.

Credit risk Credit risk represents exposure to potential losses deriving from nonperformance of counterparties.

Currency risk As the fertilizer business is essentially a US dollar business, prices of Yara’s most important products and raw materials are either directly denominated or determined in US dollars. In markets outside the USA, local prices will generally adjust to fluctuations in the US dollar exchange rate, with a certain time lag.

Interest rate risk Interest rates on different currencies vary dependent on the economy and political actions, which will influence Yara’s funding cost over time. However, the overall exposure of Yara’s business to interest rate fluctuations is considered low.

HESQ risks Health and safety Yara’s production sites are large industrial plants, and many of Yara’s raw materials, intermediates and products are classified as substances dangerous to the health. Such a working environment contains various potential occupational health and safety risks to employees and contractors working on site. While Yara’s raw materials are often dangerous chemicals, the final typically are not classified as hazardous, and the occupational health and safety risk at the use phase is minor.

Personnel security risk Yara’s global activity may be exposed to threats from; criminals, terrorists, activists, local population, competitors and States which could harm Yara’s operations and activity, and pose security risks to our personnel, the environment Yara works in, Yara’s assets and its reputation.

Natural disasters Yara's production and logistics operations could be directly or indirectly affected by natural disasters.

Compliance risks

Failure of any of our employees or agents to comply with our internal policies and procedures, including anti- corruption policies and procedures and ethical principles, may negatively affect our business.

Individual executives, employees or agents may act in a means inconsistent with our policies and either inadvertently or deliberately violate applicable law, including anti-corruption laws and regulations, by engaging in prohibited activities. In addition, because we delegate a number of operational responsibilities to our subsidiaries and our local managers retain substantial autonomy regarding the management of our operations in their markets, we may face an increased likelihood of some or all of the risks described above occurring. In 2011 and 2012, we identified potentially illicit payments and notified Norwegian authorities, which led to the Company accepting a fine and four former Company senior executives being indicted in 2014. Our corporate governance, contractual and organizational structure, control procedures, reporting, codes of conduct, policies or other measures may prove to be not wholly effective and, even if they are effective, there can be no assurance that we will not experience incidents of irregularities, unintended misstatements or the risks described above. In addition to such actions, failure, real or perceived, to abide by our ethical principles and comply with international standards, including in matters of labor relations, human rights and environmental footprint, may harm our reputation and brand, our relationship with current and future business partners and, if we are held responsible, the resulting fines and other sanctions could be substantial. Any of these developments could have a material adverse effect on our business, results of operations or financial condition.

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2 Definitions

Annual Report 2016 Yara International ASA annual report for 2016

Annual Report 2017 Yara International ASA annual report for 2017

Articles of Association The articles of association of the Company, as amended and currently in effect

Board of Directors the board of directors of the Company

Company/Issuer/Yara International Yara International ASA, a Norwegian public limited liability company existing under the laws of , with company registration number 986 228 608

Group/Yara the Company and its subsidiaries

HESQ Health, Environment, Safety and Quality

IFRS International Financial Reporting Standards

ISIN International Securities Identification Number

Joint Lead Managers Danske Bank A/S, DNB Bank ASA and Skandinaviska Enskilda Banken AB (publ)

Management the management board of the Company

NOK Norwegian kroner

Prospectus The Registration Document and a Securities Note.

Registration Document this document dated 11 April 2018

Securities Note document to be prepared for each new issue of bonds under the Prospectus

VPS or VPS System The Norwegian Central Securities Depository, Verdipapirsentralen

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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:

Yara International ASA, P.O. Box 343 Skøyen, N-0213 , Norway

3.2 Declaration by persons responsible Yara International ASA accepts responsibility for the information contained in the Registration Document. The Issuer confirms that, after having taken all reasonable care to ensure that such is the case, the information contained in the Registration Document is, to the best of its knowledge, in accordance with the facts and contains no omissions likely to affect its import.

Oslo, 11 April 2018

Yara International ASA

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4 Statutory Auditors

4.1 Names and addresses The Company’s auditor for 2016 and 2017 has been Deloitte AS, P.O. Box 221 Sentrum, N-0103 Oslo, Norway.

Deloitte 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 Yara International ASA, the commercial name is Yara International.

5.1.2 Place of registration and registration number The Company is registered in the Norwegian Companies Registry with registration number 986 228 608.

5.1.3 Date of incorporation Yara International ASA was incorporated on 10 November 2003.

5.1.4 Domicile and legal form The Company is a public limited liability 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 registered address is P.O. Box 343 Skøyen, N-0213 Oslo, Norway. The Company has no registered telephone number. The Company’s telephone number is +47 24 15 70 00.

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6 Business overview Yara is a producer and marketer of mineral fertilizers. Yara also converts energy, natural minerals and nitrogen from the air into essential products for industrial applications.

6.1 Business model and global presence Yara’s integrated business model delivers scale advantages, extensive flexibility and value chain presence to create a platform for business expansion and margin improvements within both crop nutrition and industrial products.

Four operating segments (Crop Nutrition, Industrial, Production and Supply Chain) cover the entire value chain from raw materials to end user products, solutions and knowledge. The Industrial segment contributes to stabilizing margins through the commodity cycle. Within Crop Nutrition Yara sees the value chain extending beyond the farmer, and sees partnerships with the food industry and responsiveness to consumer trends as increasingly important in the future.

Yara is a truly international company, with production, sales and services, research and support operations in the Americas, Europe, Africa and Asia. Joint ventures have also taken Yara into new markets and its growth is ongoing.

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Registration Document 6.2 Principal activities The operating segments presented below are the key components of Yara’s business. These segments are managed and monitored as separate and strategic businesses.

6.2.1 Crop Nutrition The Crop Nutrition segment consists of Yara’s worldwide marketing organization and global distribution network for fertilizer products and agronomic solutions. With a global network of sales offces, terminals and warehouses, Crop Nutrition is represented in 57 countries and sells to approximately 160 countries. The segment also includes smaller production facilities for products which are primarily marketed in the region where they are located.

The Crop Nutrition segment sells a comprehensive portfolio of nitrogen-based fertilizer including ammonia, , urea ammonium nitrate (UAN), calcium ammonium nitrate (CAN), ammonium nitrate (AN), calcium nitrate (CN), and compound fertilizer (NPK) which contains all of the three major plant nutrients: nitrogen (N), phosphorus (P) and potassium (K). The segment also sells phosphate- and potash-based fertilizers, which to a large extent are sourced from third parties. In some markets the segment also delivers equipment and services to store or handle products.

Fertilizer products are mainly sold spot to distributors based on ordinary purchase orders and frame agreements. In some cases the products are also sold directly to farmers, to co-operatives, or as spot sales without frame agreements. The composition of customers and products sold differs between local and regional markets, and the off-take of product varies through the fertilizer seasons in the different markets.

The major part of volume sold is purchased from the Production segment based on arm’s length pricing. Consequently, the Crop Nutrition segment mainly generates margins through distribution, management of working capital, and sales and marketing activities, rather than manufacturing of product. The segment therefore has a high capital turnover, a relatively low EBITDA margin compared with revenues, and a low ratio of property, plant and equipment to total assets compared to a production-oriented fertilizer operation.

6.2.2 Industrial The Industrial segment sells urea, ammonia, phosphate, nitric acid, technical ammonium nitrate (TAN) and calcium nitrate (CN) for industrial applications within base chemicals, mining applications, animal nutrition, environmental solutions and industrial nitrates. These products are based on Yara’s core production outputs, and the majority of volume sold is purchased from the production segment based on arm’s length pricing. The customers are mainly large, industrial companies which use the products in their own production processes. In addition, the segment also sells products to distributors and other customers. The customer contracts are to a large extent medium to long term contracts which specify minimum purchase/maximum delivery. However, product is also sold spot based on ordinary purchase orders. In some markets the segment also delivers equipment and services to store or handle products.

The Industrial segment offers a growing portfolio of environmental solutions, technology and services, including a total solution of reagents, technology and service for NOx abatement for industrial plants and transport on both land and sea. The main external revenues within this area are derived from the product AdBlue/Air1, a high specification urea-based reagent used by heavy-duty diesel vehicles to reduce nitrogen oxide emission. Together with sales of nitrogen chemicals to the European process industry and the global industrial explosives industry, environmental solutions represent the segment’s main markets.

6.2.3 Production The Production segment comprises Yara’s manufacturing plants producing ammonia, fertilizer and industrial products. In addition, Yara’s mining operations are reported within the Production segment. About 80 percent of the sales in the segment are group internal sales. The segment’s external sales mainly relate to Yara’s global trade and shipping of ammonia, but also some fertilizer sales since for instance Galvani is reported as one single operation within the segment.

The Production segment holds ownership interests in several associates and joint arrangements. The investments in Trinidad Nitrogen Company Ltd, Yara Pilbara Nitrates Pty Ltd and Yara Freeport LLC DBA Texas Ammonia are classified as joint operations, for which Yara consolidates its share of assets, liabilities, revenues and expenses. The investments in joint ventures and associates are accounted for using the equity method of accounting. Please find additional information about the accounting for joint arrangements and associates in the accounting policies section and separate notes.

The Production segment’s operating results are strongly linked to its production margins, which are primarily driven by market prices for ammonia, urea, phosphoric acid, as well as energy and raw materials such as phosphate rock and potash. In addition, operating results can be strongly influenced by movements in currency exchange rates. Variations in the Production segment’s operating results are comparable to other fertilizer

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Registration Document producers, and typically results are less stable than those of Yara’s Crop Nutrition and Industrial segments.

6.2.4 Supply Chain Supply Chain is a global function generating value by realizing the benefits of Yara’s knowledge and scale in procurement and capturing the benefits of Yara’s integrated business model through the global optimization process, efficient supply chain operations and IT platforms.

Supply Chain is a global function responsible for optimization of energy, raw materials and third party sourcing, as well as logistics and customer service centers.

Supply Chain is also responsible for sourcing of key raw materials and traded products, reinforcing Yara’s flexibility by realizing its scale advantages. In addition, Supply Chain handles global planning and optimization of energy and raw materials purchases, ammonia trade and shipping, maritime logistics and third party sourcing.

Supply Chain has a global network of suppliers, logistics expertise, deep sea terminals and large maritime ammonia storage capacity. Supply Chain responds quickly to changing market conditions and helps to balance third party and own production. This adds to Yara’s capability to deliver competitive products worldwide.

6.3 Products and services

6.3.1 Analytical Services Yara Analytical Services analyzes soil, tissue and water samples from all over the world. With over 30 years' experience in research and commercial analytical services, Yara Analytical Services continues to focus on improving value and service for the customer.

Yara’s key goal is to provide a rapid, accurate, cost-effective and understandable analytical testing service. At all stages, a knowledgeable back-up team fully supports this. They’re capable of delivering technical guidance and advice in a professional and courteous manner.

Yara’s laboratory has nearly 40 years of experience producing independent analytical data from many different materials. Yara specializes in servicing the agricultural, horticultural, environmental and amenity sectors. Regularly, Yara receives a wide range of sample types including soil, plant tissue, water, fruit, manures, slurries and fertilizers.

Yara currently performs over two million separate analyses every year on samples received from the UK and over 50 countries worldwide. Yara’s customer base ranges from individual growers to independent agronomic consultants to multi-national companies, including research stations, academic bodies and government organizations.

Increasingly, Yara’s flexibility and capacity allows us to carry out contracted analysis for other laboratories, either on a short-term basis or as a cost-effective alternative to equipping or extending their own facilities.

This background gives Yara a unique competence in providing a complete range of accurate analytical data as well as the information required to interpret and utilize this data effectively for any given situation.

6.3.2 Animal Nutrition Yara Animal Nutrition offers high-quality feed phosphates, feed grade urea and feed acidifiers.

The amount of meat produced worldwide quadrupled in the 50 years before 2011. In per capita terms it almost doubled in the same period. Yara animal nutrition provides solutions that support the healthy and efficient development of poultry, pigs, cattle, horse, aqua culture and petfood. Yara’s growing product portfolio consists of three broad categories: •Bolifor® feed minerals •Rumisan® feed grade urea •Bolifor® feed acidifiers

Yara is a global manufacturer of highly digestible and traceable and reliable feed materials and feed additives. Yara is a fully integrated manufacturer leveraging a world class global logistics network to deliver reliable animal feed products to customers in over 70 countries worldwide, with a major presence in Europe and expanding markets in Latin America, the Middle East and Southeast Asia.

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Registration Document Yara’s production sites are located in Helsingborg (Sweden), Kokkola (Finland), Durban (South Africa), Le Havre (), and Brunsbüttel ().

Yara’s production is certified according HACCP, ISO14001, Good Manufacturing Practice - GMP+, FAMI-QS (Feed urea) and Yara is presently working on its certificate for GMP.B4.2.

6.3.3 Concrete Accelerator Yara's additive for concrete, called NitCal, is the solution intended for use under any weather condition. It is incorporated in concrete before or after mixing in order to change its features.

In winter, incorporation of NitCal implies that construction activity will not be interrupted because of the cold weather. NitCal performs as an effective setting accelerator even when it is very cold, so you can put concrete on site and increase the rotation of your molds.

In summer, under hot ambient conditions setting acceleration leads to an early hydration of the surface, and thereby prevents moisture loss. NitCal prevents surface cracking of pre-cast components and also beams, slabs and other items cast on construction sites in hot areas.

For over twenty years, NitCal from Yara has been sold around the world, as uncoated granules or in a liquid solution. It is used by major concrete manufacturers and also in many projects for all types of construction: buildings, large civil engineering works, bridges etc.

6.3.4 Crop Nutrition Crops require a balanced diet of essential nutrients throughout their growth cycle. Yara is a producer of such nutrients through its wide range of nitrogen fertilizers.

Many plant foods can be found in the soil, but often in insufficient quantities to sustain high crop yields. Soil and climatic conditions can also limit a plant’s uptake of nutrients at key growth stages.

Crop scientists recognize that plants need 13 essential minerals, all of which play a number of important functions. If any of these is lacking, plant growth and yield suffer.

6.3.5 Exhaust Gas Treatment Yara is a producer of complete NOx and SOx abatement solutions including: Green Tech Marine SOx Scrubbers, along with SCR technology for marine vessels; and SCR, SNCR and Hybrid NOx reduction systems for Industrial plants. These can be new installations, rebuilds, refits or upgrades, along with servicing and maintenance packages, and the urea or ammonia reagents which are needed to provide the reduction in NOx emissions. Yara is also a producer of AdBlue, Diesel Exhaust Fluid (DEF) and ARLA 32, the high purity urea solution for NOx abatement in heavy duty vehicles, passenger cars and off-road machinery.

Yara offers a one-stop supply of reagents, complete technical support for storage, preparation for inspections and safety audits, and automatic refill of tank levels via telemetry. In stationary applications, Yara can take responsibility for an entire DeNOx installation and its operation. Yara markets its Reagent products and services under the brands Air1® and NOxCare®.

In addition to Yara’s NOx abatement solutions for heavy-duty and light vehicles, off-road vehicles and industrial plants, we also serve the maritime sector. With NOxCare® Marine, Yara offers a comprehensive solution including SOx Scrubbers, SCR technology, reagent supply and aftermarket services.

6.3.6 Fertilizer product Portfolio Unlike most fertilizer companies, Yara offers a complete range of crop nutrition products.

Yara’s fertilizers range from those based on the most widely needed nutrients – N, P and K – to those incorporating growth and quality enhancing nutrients, such as calcium and , to micronutrients that help prevent or cure deficiencies resulting from particular soil or crop conditions.

If crops lack any of these nutrients, yield and profitability are reduced. That’s why Yara offers not only a product range that meets all crop nutrition needs, but also crop-specific advice and fertilizer management tools.

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Registration Document 6.3.7 Hydrogen Sulphide Control Hydrogen sulphide, or H2S, is a toxic gas that is often found in sewerage systems, sewage treatment works and industrial waste water treatment facilities. It develops in sewers because of biological activity in the waste water. Often more commonly referred to as an odour problem, its occurrence can be prevented by Yara’s Nutriox products and services.

There are many systems to combat odour pollution linked to hydrogen sulphide. Some only mask the problem; others, such as Nutriox are preventive. Nutriox is a natural process developed by Yara since the late 1980s. It is used by municipals at hundreds of locations to prevent their re-occurring hydrogen sulphide problems.

Nutriox is a system for preventing hydrogen sulphide and the odours it produces. Nutriox acts at the source of the problem and automatically injects precise amounts of specific nutrients, where and when needed, into sewerage systems or sewage treatment works. Using complex modelling and dosing equipment it ensures the optimum injection rate to eliminate odour complaints from the community, and also prevents the risk of employee or public exposure to this highly toxic gas.

6.3.8 Industry Chemicals As a producer of urea, ammonia and nitrates, Yara is well-positioned to meet the needs of industry through production of components to key segments.

Yara offers a wide range of applications for nitrogen-based chemicals, blends of nitrates for specialty applications and chemicals addressing the specific needs of the electronics industry.

6.3.9 Nitrogen Chemicals Nitrogen chemicals are produced in conjunction with Yara’s fertilizer production activity. The main products within the group are:

Ammonia, produced by the direct combination of hydrogen and nitrogen in presence of a catalyst.

Nitric acid, produced from ammonia by oxidation over a platinum catalyst and absorption of formed nitrogen oxide in water. Concentrations of up to 68 percent can be produced by conventional distillations. Production of more concentrated nitric acid is possible by special techniques.

Urea, manufactured from ammonia and carbon dioxide. It is supplied as granules, prills or micro prills, and contains 46 percent nitrogen.

Nitrogen chemicals are primarily used as a raw material for other chemicals. Yara provides its nitrogen chemicals to the chemical, healthcare, animal feed, dairy, wood, pharmaceutical, steel, space and yeast industries.

Yara’s solutions are often customized to fit the requirements of the customer, and are implemented using Yara’s experts as consultative partners. New solutions will require testing and adaptation. For clients wishing to be at the forefront, Yara is a prime mover and associate for testing and adapting profitable technical applications.

6.3.10 Technical Nitrates Yara is an independent supplier of technical Ammonium Nitrate and Calcium Nitrate for use in the civil explosives and Mining industries.

Yara offers a reliable AN and CN global package to our customers, delivering quality product and Expert technical service and support. Yara’s Ammonium Nitrate is sold in the form of porous prills, emulsion grade and crystalline grade.

Yara is committed to supplying our customers with the highest quality products. We have improved, extended and rebranded the entire portfolio under the UltrANTM brand name. These exciting products, in their new branding, will start being delivered as from February 2017 and your local Sales Manager will provide full details.

6.3.11 Pure Nutrient for Sustainable Performance For many years, European farmers have been aware that nitrate-based fertilizers are the most efficient and reliable nitrogen source available.

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Nitrate-based fertilizers - such as ammonium nitrate, calcium ammonium nitrate and nitrate-based NPK compounds - are pure nutrients offering the required precision, efficiency and reliability to meet the agronomic and environmental imperatives of sustainable agriculture.

Nitrate-based fertilizers are the natural choice for farmers who care for both yield and the environment.

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7 Organisational structure

7.1 Description of group Yara International ASA is a public limited liability company headquartered in Oslo, Norway. The Company is the parent company in the Group and a holding company, with financial activities and with corporate functions.

The directly-owned investments in subsidiaries and associated companies at year-end 2017 are as shown below.

Subsidiaries of Yara International ASA: Subsidiaries are all entities controlled, directly or indirectly, by Yara International ASA.

Ownership by other group Registered Subsidiaries owned by Yara International ASA Ownership 1) companies office Fertilizer Holdings AS 100.0% - Norway Yara Norge AS 100.0% - Norway Yara Asia Pte. Ltd. 100.0% - Singapore Yara Colombia S.A. 59.0% 39.4% Colombia Yara North America Inc. 100.0% - USA Yara Guatemala S.A. 100.0% - Guatemala Yara Costa Rica S. de RL.2) 0.001% 87.5% Costa Rica Yara International Employment Co. AG 100.0% - Switzerland Operaciones BPT 10.0% 90.0% Mexico Profesionistas AAL 0.04 % 99.96 % Mexico

1) Percentage of shares owned equals percentage of voting shares owned. A number of the above mentioned companies also own shares in other companies as specified in their annual reports. See also note 2 to the consolidated financial statements. 2) During 2017, shares in the subsidiaries Yaraship Services AS and Yara Agri Russland AS were transferred from Yara International ASA and merged into Fertilizer Holdings AS.

Composition of the Group The consolidated financial statement of Yara comprises 139 legal companies that are controlled by Yara. The material subsidiaries are disclosed in the table below, including the main parent(s). This list also includes major holding companies.

Subsidiaries Ownership Registered office Main parent(s) Yara Argentina S.A. 100.0% Argentina Yara Iberian S.A.U. Yara Australia Pty Ltd. 100.0% Australia Yara Technology B.V. Yara Nipro Pty Ltd. 100.0% Australia Yara Australia Pty Ltd. Yara Pilbara Fertilisers Pty Ltd. 100.0% Australia Yara Pilbara Holdings Ltd. Yara Pilbara Holdings Pty Ltd. 100.0% Australia Chemical Holdings Pty Ltd. Chemical Holdings Pty Ltd. 100.0% Australia Yara Australia Pty Ltd. Yara Environmental Technologies GmbH 100.0% Austria Yara Investment GmbH Yara Barbados Inc. 100.0% Barbados Fertilizer Holdings AS Yara Belgium S.A./N.V. 100.0% Belgium Yara Nederland B.V. Yara S.A. 100.0% Belgium Yara Holding B.V. Yara Tertre S.A. 100.0% Belgium Yara Belgium S.A./N.V. Yara Trinidad Ltd. 100.0% Bermuda Yara Caribbean Ltd. Yara Agrofertil S.A. Indústria e Comércio de Fertilizantes 100.0% Brazil Yara Brasil Fertilizantes S.A. Galvani Industria, Comercio e Servicos S.A. 60.0% Brazil Yara Brasil Fertilizantes S.A. Yara Brasil Fertilizantes S.A. 100.0% Brazil Yara South America Investments B.V. Yara Belle Plaine Inc. 100.0% Canada Yara Canada Holding Inc. Yara Canada Holding Inc. 100.0% Canada Fertilizer Holdings AS

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Yara Canada Inc. 100.0% Canada Fertilizer Holdings AS Yara Asia Pte Ltd. Yara Trading (Shanghai) Co. Ltd. 100.0% China Yara International ASA (59%) and OFD Yara Colombia S.A. 98.4% Colombia Holding S. de R.L. (39.4%) Yara Iberian S.A.U. Yara Costa Rica S. de R.L. 87.6% Costa Rica Yara Danmark A/S 100.0% Denmark Fertilizer Holdings AS Yara Phosphates Oy 100.0% Finland Yara Suomi Oy Yara Suomi Oy 100.0% Finland Yara Nederland B.V. Yara France SAS 100.0% France Yara Nederland B.V. Yara Besitz GmbH 100.0% Germany Yara GmbH & Co. KG Yara Brunsbüttel GmbH 100.0% Germany Yara GmbH & Co. KG Yara Environmental Technologies GmbH 100.0% Germany Yara GmbH & Co. KG Yara GmbH & Co. KG 100.0% Germany Yara Investments Germany SE Yara Investment GmbH 100.0% Germany Yara GmbH & Co. KG Yara Investments Germany SE 100.0% Germany Yara Nederland B.V. Yara Ghana Ltd. 100.0% Ghana Yara Nederland B.V. Yara Hellas S.A. 100.0% Greece Yara Nederland B.V. Yara Guatemala S.A. 100.0% Guatemala Yara International ASA Yara Hungaria Gyarto es Kereskedelmi KFT 100.0% Hungary Yara Suomi Oy Yara Fertilisers India Pvt. Ltd. 100.0% India Yara Asia Pte Ltd Yara Insurance DAC 100.0% Ireland Fertilizer Holdings AS Yara Investment GmbH (72.3%) and Yara Yara Italia S.p.A. 100.0% Italy Nederland B.V. (27.7%) Yara Côte d'Ivoire S.A. 100.0% Ivory Coast Fertilizer Holdings AS Yara East Africa Ltd. 100.0% Kenya Yara Overseas Ltd. Yara International (M) Sdn. Bhd. 70.0% Malaysia Yara Asia Pte Ltd. OFD Holding S. de R.L. (70.7%) and Yara Yara México S. de R.L. de C.V. 99.9% Mexico Nederland B.V. (29.2%) Fertilizer Holdings AS 100.0% Norway Yara International ASA Yara Marine Technologies AS 63.3% Norway Marine Global Holding AS Marine Global Holding AS 63.3% Norway Fertilizer Holdings AS OFD Holding S. de RL 100.0% Norway Fertilizer Holdings AS Yara AS 100.0% Norway Fertilizer Holdings AS Yara Norge AS 100.0% Norway Yara International ASA Yara LPG Shipping AS 100.0% Norway Fertilizer Holdings AS Yara Peru S.R.L. 100.0% Peru OFD Holding S. de R.L. Yara Asia Pte Ltd. (40.6%) and Pataba Yara Fertilizers Philippines Inc. 100.0% Philippines Holdings, Inc. (59.4%) Yara Poland Sp.zo.o 100.0% Poland Yara Nederland B.V. Yara Asia Pte Ltd. 100.0% Singapore Yara International ASA Yara Animal Nutrition South Africa (Pty) Ltd. 100.0% South Africa Yara Phosphates Oy Yara Africa Fertilizers (Pty) Ltd. 100.0% South Africa Yara Nederland B.V. Yara Iberian S.A.U. 100.0% Spain Yara Nederland B.V. Yara AB 100.0% Sweden Fertilizer Holdings AS Yara Switzerland Ltd. 100.0% Switzerland Yara Nederland B.V. Yara Tanzania Ltd. 100.0% Tanzania Fertilizer Holdings AS Yara Thailand Ltd. 100.0% Thailand Yara Asia Pte Ltd. Yara Dallol B.V. 51.8% Ethiopia Yara Nederland B.V. Yara Holding Netherlands B.V. 100.0% The Netherlands Fertilizer Holdings AS

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Yara International ASA, prospectus of 11 April 2018

Registration Document

Yara Nederland B.V. 100.0% The Netherlands Yara Holding Netherlands B.V. Yara Sluiskil B.V. 100.0% The Netherlands Yara Nederland B.V. Yara South America Investments B.V. 100.0% The Netherlands Yara Nederland B.V. Yara Technology B.V. 100.0% The Netherlands Yara Nederland B.V. Yara Vlaardingen B.V. 100.0% The Netherlands Yara Nederland B.V. Yara Caribbean Ltd. 100.0% Trinidad and Tobago Yara Barbados Inc. Yara Overseas Ltd. 100.0% United Kingdom Yara UK Ltd. Yara UK Ltd. 100.0% United Kingdom Fertilizer Holdings AS Yara North America Inc. 100.0% United States Yara International ASA Freeport Ammonia LLC 100.0% United States Yara North America Inc. Yara West Sacramento Terminal LLC 100.0% United States Yara North America Inc. Yara Vietnam Co. Ltd. 100.0% Vietnam Yara Asia Pte Ltd. Yara Fertilizer Zambia Ltd. 100.0% Zambia Yara Nederland B.V.

Associated companies Associated companies are investments in companies where the Group has significant influence, but not control. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but is not control or joint control over those policies. Significant influence normally exists when the Group controls between 20% and 50% of the voting rights. Qafco in (25% owned by Yara) and Lifco in Libya (49,5% owned by Yara) are the main companies that are classified as associated companies.

Joint arrangement A joint arrangement is an arrangement of which two or more parties have joint control. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. A joint arrangement is either a joint operation or a joint venture. The classification depends upon rights and obligations of the parties to the arrangement. In a joint operation the parties have rights to the assets, and obligations for the liabilities, relating to the arrangement. In a joint venture the parties have rights to the net assets of the arrangement. Yara Pilbara Nitrates (50% owned by Yara), Tringen (49% owned by Yara) and Yara Freeport LLC DBA Texas Ammonia (68% owned by Yara) are the three investments that are classified as joint operations.

7.2 Dependence upon other entities As a parent company of the Group and a holding company, the Company is dependent upon all of the companies listed in clause 7.1. Therefore, the profit of the Company makes it dependent on the results of the operations of the Company's subsidiaries, as well as the Group’s investments in associated companies and joint arrangements.

Transactions with related parties Transactions with related parties are mainly associated with the group treasury function and rendering of group services by the employees of Yara International ASA.

NOK millions 2017 2016 Income statement

Yara Belgium S.A. 1,437 1,186 Yara Norge AS 91 87 Yara Brasil Fertilizantes S.A. 83 91 Yara Sluiskil B.V. 82 48 Other 525 633 Internal revenues 2,218 2,046

Yara Nederland B.V. 368 349

Yara Holding Netherlands B.V. 155 73 Yara Sluiskil B.V. 46 3

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Registration Document

Yara Norge AS 45 13 Yara AS 36 13 Yara AB 27 11 Yara Suomi Oy 22 14 Other 111 212 Interest income group companies 810 687

Fertilizer Holdings AS (54) (48) Yara Asia Pte Ltd (22) (9) Yara Caribbean Ltd (20) (7) Yara Belle Plaine Inc. (12) (7) Yara AS (6) (39) Other (37) (68) Interest expense group companies (150) (178)

Non-current assets

Yara Holding Netherlands B.V. 18,424 4,305 Yara Nederland B.V. 7,659 7,583 Yara Norge AS 4,504 - Yara Sluiskil B.V. 4,384 545 Yara Suomi Oy 2,550 999 Yara AB 1,609 1,546 Yara Investments Germany SE 1,138 1,053 Other 1,726 1,808 Intercompany receivables 41,994 17,839

Current assets

Fertilizer Holdings AS 12,000 148 Yara AS 7,646 148 Yara France SAS 651 46 Yara Norge AS 554 2,797 Yara LPG Shipping AS 683 642

Yara Trinidad Ltd. 332 315 Yara Suomi Oy 298 381 Yara Iberian S.A.U. 218 84 Other 1,416 3,806 Intercompany receivables 23,798 8,367

Current liabilities Fertilizer Holdings AS (24,235) - Yara Nederland B.V. (6,281) (1,477) Yara Tertre S.A. (5,407) - Yara Asia Pte Ltd (2,655) (2,529) Yara Caribbean Ltd (2,151) (2,200) Yara S.A. (1,325) (3,468) Yara GmbH & Co. KG (1,209) (1,260) Yara Belgium S.A. (302) (4,536) Other (4,985) (8,848)

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Intercompany payables (48,552) (24,319)

Trinidad Nitrogen Company Ltd. (62) (115) Yara Freeport LLC DBA Texas Ammonia (35) (16) Other (12) (34) ST Interest-bearing loans from Group associates and joint arrangements (108) (165)

Guarantees

Yara International ASA provides guarantees arising in the ordinary course of business, including performance guarantees.

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8 Trend information Market prospects Market developments The Board of Directors believes the long-term fundamentals of fertilizer demand are strong, as a growing and increasingly prosperous world population continues to drive demand, and land available for agriculture becomes scarcer. More effcient and balanced fertilizer use globally is a crucial element for achieving sustainable improvement in agricultural productivity.

However, there is significant potential for price volatility in agricultural commodity markets, where supply is limited and customers have a low sensitivity to price changes. Weather-related setbacks in agricultural production could further increase fertilizer demand, while a significant drop in agricultural prices, e.g. in the event of improved harvest prospects, could lead to a temporary slow-down in fertilizer deliveries. However, substantial harvest increases are required to keep pace with trend demand growth.

Despite a fourth consecutive strong grain harvest globally, the US Departmentof Agriculture projects two-day reduction in the global stocks-to-use ratio, as production is forecast to fall slightly short of consumption. The global farm margin outlook and incentives for fertilizer application remain supportive overall, and the price trend for cereals and meat has been positive for 2017.

Achieving more effcient and balanced fertilizer use globally will require a change of fertilizer product and application practices in many markets,which is likely to lead to a further increase in differentiation and tailoring of fertilizers and related technologies. However, the extent to which individual markets will embrace and achieve such effciency improvements is likely to vary strongly, depending on the degree of regulation and competition in their agricultural sectors.

Global nitrogen markets were supply-driven during 2017, with strong capacity growth particularly in the US, triggering a further reduction in Chinese exports, following a similar development in 2016. For 2018, Chinese urea prices continue to be a key reference point for global nitrogen pricing, and although urea capacity increases outside China are forecast to be above historical trend consumption growth rates, the reduced availability and higher cost of Chinese urea could offset over-supply elsewhere.

8.1 Statement of no material adverse change There has been no material adverse change in the prospects of the Issuer since the date of their last published audited financial statements. See clause 11.6.

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9 Administrative, management and supervisory bodies

9.1 Information about persons Board of Directors Name Position Business address Leif Teksum Chairperson Yara International ASA, P.O. Box 343 Skøyen, N-0213 Oslo, Norway Maria Moræus Hanssen Vice chairperson Yara International ASA, P.O. Box 343 Skøyen, N-0213 Oslo, Norway Hilde Bakken Board member Yara International ASA, P.O. Box 343 Skøyen, N-0213 Oslo, Norway Geir Isaksen Board member Yara International ASA, P.O. Box 343 Skøyen, N-0213 Oslo, Norway John Thuestad Board member Yara International ASA, P.O. Box 343 Skøyen, N-0213 Oslo, Norway Kjersti Aass Board member Yara International ASA, P.O. Box 343 Skøyen, N-0213 Oslo, Norway Rune Bratteberg Board member Yara International ASA, P.O. Box 343 Skøyen, N-0213 Oslo, Norway Geir O. Sundbø Board member Yara International ASA, P.O. Box 343 Skøyen, N-0213 Oslo, Norway

Leif Teksum. Chairperson of the Board since 2014.

Chairperson of the Compensation Committee.

Leif Teksum (born 1952) is today a professional board member and independent advisor.

Since August 2014 Mr. Teksum has worked as a professional board member in various companies and since 2015 he has also been a partner and an independent advisor in Vest Corporate Advisors AS, a small corporate “boutique” located in Bergen, Norway. Mr. Teksum retired from DNB Bank ASA in August 2014. From 1991 until his retirement he held various positions in the DNB Group Management being responsible for large corporate clients and all international banking activities, the bank’s Investment Banking area, the Asset Management area as well as the IT and Procurement activities.

Teksum has a Master's degree in Business and Economics from the Norwegian School of Economics (NHH) in Bergen, Norway.

Maria Moræus Hanssen. Vice chairperson, member of the Board since 2015.

Chairperson of the Audit Committee.

Mrs. Moræus Hanssen (born 1965) is CEO of ENGIE E&P International SA.

Mrs. Moræus Hanssen joined ENGIE in 2014, first as the Managing Director for its Norwegian E&P affiliate, since October 2015 as CEO for the international E&P company. Prior to that Mrs. Moræus Hanssen spent five years as an Investment Director with Aker ASA. Before joining Aker ASA, she held various management roles in Oil and Energy as subsequently Statoil ASA, among these Head of Field Development NCS, Offshore Installation Manager Troll B and EVP Gas Supply and Transportation.

Since 2010, she has been member of the Hafslund ASA Board, where she is Vice Chairman and member of the audit committee.

Mrs. Moræus Hanssen holds a Master’s degree in Engineering from the Norwegian University of Science and Technology (NTNU) and a Master’s degree in Petroleum Economics from IFP School (Paris).

Hilde Bakken. Member of the Board since 2014.

Member of the Compensation Committee.

EVP Power Generation, Statkraft.

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Yara International ASA, prospectus of 11 April 2018

Registration Document Mrs. Bakken (born 1966) has held various leadership roles in Statkraft within market and power production areas since 2000. Since 2010, Bakken has been part of Statkraft Executive management, from 2010 to 2013 as Chief of Staff and since 2013 she has been responsible for Statkraft’s power generation activities in ten countries. She is also responsible for further development of Statkraft's hydropower concessions in North-West Europe.

Before joining Statkraft, she was employed in Norsk Hydro and Conoco where she has held various management and engineering positions in operations and field development on the Norwegian continental shelf.

Geir Isaksen. Member of the Board since 2013.

Mr. Isaksen (born 1954) is the CEO of Norwegian State Railways (NSB) since 2011.

From 1996 to 2011, Mr. Isaksen was CEO of Cermaq ASA (before 2002 Statkorn Holding ASA). During this period he led a comprehensive restructuring process and IPO of the business and contributed to significant growth in Norway and abroad. From 1995 to 1996 Geir Isaksen was CEO of Statkorn AS, and prior to this he has held director positions in the Norwegian agriculture organizations’ Brussels office and Gartnerhallen, a food wholesale and distribution company.

Mr. Isaksen is a Dr. Scient. in Agricultural Economics from the Norwegian University of Life Sciences in Ås, Norway.

John Thuestad. Member of the Board since 2014.

Member of the Audit Committee.

EVP Sapa Extrusion Europe.

Mr. Thuestad (born 1960) has led Sapa Extrusions Europe since 2013. From 2012 to 2013 he led Sapa Profiles with production plants in Europe, North America and China. From 2009 to 2012 he led Alcoa Global Primary Products with 40 locations in Australia, Latin America, Europe and North America. Thuestad has previously been the CEO of Elkem AS and Elkem AS. Prior to that, Thuestad was Managing Director of Norzink AS and Fundo AS.

Thuestad has served as Board member/Chairman of Tyssefaldene AS 1997-2000, Board member of Borregaard AS 2005-2007, Statkraft/Groener AS 2000-2003 and as Officer of Alcoa Inc 2010 - 2011. Thuestad is member of the Executive Committee of the European Aluminium Association.

He has a Master’s degree in Civil Engineering; and an MBA from Carnegie Mellon University, Pittsburgh, USA.

Kjersti Aass. Member of the Board since 2016.

Business Improvement Manager, Environmental Solutions.

Ms. Aass (born 1982) has been a Yara employee since 2013 where she started in the position Manager Global Initiatives in Strategy and Business Development before moving into her current role in the Industrial segment in 2016.

Ms. Aass has been on the Board of Tekna – The Norwegian Society of Graduate Technical and Scientific Professional – in Yara since 2013. Prior to working for Yara, she worked for Médecins Sans Frontières (Doctors without Borders) in Afghanistan and Ethiopia, and as a Project Management consultant for Holte Consulting on a wide variety of projects within different industries, including telecom and construction.

Ms. Aass holds a Master of Science degree from the Norwegian University of Science and Technology (NTNU) in Trondheim.

Rune Bratteberg. Member of the Board since 2012.

Member of the Audit Committee.

Head of Chemical Compliance.

Mr. Bratteberg (born 1960) has been a Yara (Hydro) employee since 1986, currently in the position of Head of Chemical Compliance. He has held different IT and HESQ leadership positions within Hydro and Yara, from 2001 to 2009 as CIO. Bratteberg has been a member of the Advisory Board to SAP AG 2004-2009, and Chairman of the Board at the Scandinavian School of Brussels 2009-2011.

Bratteberg holds a Degree in Information Technology and a degree in Nordic Languages and History.

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Geir O. Sundbø. Member of the Board since 2010.

Member of the Compensation Committee.

Deputy Chairman and Treasurer of the local union chapter (Herøya Arbeiderforening) in Herøya Industripark and Senior Shop Steward of Yara Porsgrunn.

Mr. Sundbø (born 1963) has been a Yara (Hydro) employee since 1987. He has been actively engaged in union matters in the Porsgrunn plant since 1989. He is Deputy Chairman and Treasurer of the local union chapter (Herøya Arbeiderforening) in Herøya Industripark Porsgrunn and Senior Shop Steward of Yara Porsgrunn. Sundbø is Chairman of the European Works Council (EWC) of Yara.

Management Name Position Business address Svein Tore Holsether President and Chief Yara International ASA, P.O. Box 343 Executive Officer Skøyen, N-0213 Oslo, Norway Tove Andersen EVP, Production Yara International ASA, P.O. Box 343 Skøyen, N-0213 Oslo, Norway Yves Bonte EVP, Industrial Yara International ASA, P.O. Box 343 Skøyen, N-0213 Oslo, Norway Lair Hanzen EVP, Yara Brazil Yara International ASA, P.O. Box 343 Skøyen, N-0213 Oslo, Norway

Pablo Barrera Lopez EVP Supply Chain Yara International ASA, P.O. Box 343 Skøyen, N-0213 Oslo, Norway Terje Knutsen EVP, Crop Nutrition Yara International ASA, P.O. Box 343 Skøyen, N-0213 Oslo, Norway

Kristine Ryssdal EVP, General Counsel Yara International ASA, P.O. Box 343 Skøyen, N-0213 Oslo, Norway Terje M. Tollefsen EVP, Strategy & Business Yara International ASA, P.O. Box 343 Development Skøyen, N-0213 Oslo, Norway Lene Trollnes EVP, EVP People & Global Yara International ASA, P.O. Box 343 Functions Skøyen, N-0213 Oslo, Norway Petter Østbø EVP, Chief Financial Officer Yara International ASA, P.O. Box 343 Skøyen, N-0213 Oslo, Norway

Svein Tore Holsether. President and Chief Executive Officer.

Mr. Holsether (born 1972) has served as President and Chief Executive Officer since September 2015.

Previously Mr. Holsether held the position as President and CEO of Sapa AS. Prior to this he was EVP M&A Orkla 2010-2011, Business Area President Sapa Asia & Middle East 2010, CFO Sapa AB 2007-2010, CFO Orkla Specialty Materials 2006-2007, CFO Elkem ASA 2005-2006, CFO Elkem ASA North American Division 2003- 2005, and various positions within the Elkem group including Vice President Group Control, Group Controller, Group Financial Analyst 1997-2003.

Holsether holds a BSc degree in Finance & Management from the University of Utah, USA.

Tove Andersen. EVP, Production.

Mrs. Andersen (born 1970) has served as Executive Vice President Supply Chain since February 2016.

Ms. Andersen has previously held several positions in the company. She was VP Supply Chain Europe 2014- 2016, VP Marketing and New Business 2011-2013, Country Manager Yara UK/ Ireland 2006- 2011, Director Specialities and Retail Marketing 2005-2006, Director Business Development and Alliances 2003-2005, Manager, Business Development, Finance and Analysis Hydro Agri 2000-2003, Business Facilitator 1999-2000. She was employed by Hydro in 1997 as a trainee.

Mrs. Andersen holds a Master’s degree in Business Administration from BI Norwegian Business School and a Master’s degree in physics and mathematics from the Norwegian University of Science and Technology (NTNU).

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Yara International ASA, prospectus of 11 April 2018

Registration Document Yves Bonte. EVP, Industrial.

Mr. Bonte (born 1961) has served as Executive Vice President Industrial since January 2010.

Mr. Bonte worked for the chemical company LyondellBasell and its predecessors for 17 years, serving as Senior VP Polypropylene Business based in Germany and the Netherlands, 2007- 09; Senior VP Sales & Marketing for Asia, Middle East/Africa and Latin America based in Hong Kong, 2002-06; Head of Strategic Marketing, 2000-01; several marketing, supply chain and manufacturing positions, 1992-99. Prior to this he worked five years for Exxon Chemical in Brussels.

Mr. Bonte holds a post-graduate degree in Business Management and a Master’s degree in Civil Engineering from the University of Leuven in Belgium.

Lair Hanzen. EVP, Yara Brazil.

Mr Hanzen (born 1967) has served as Executive Vice President Yara Brazil since February 2016.

Mr. Hanzen has held several positions in the company. He was Manager Downstream/ President Yara Brazil 2013-2016, Chief Financial Officer Upstream 2009-2013, VP and President Yara Brazil 2006- 2009, Chief Financial Officer Yara Brazil 2000-2006, Chief Financial Officer Yara Argentina 1996-2000. Prior to joining Yara through the acquisition of Adubos Trevo, Lair held several management positions in fertilizer companies and other sectors.

Mr. Hanzen holds a Master´s degree in International Business from the Argentinial Belgrano University and a Master´s degree in Business Administration from the Brazilian Lutheran University (ULBRA).

Pablo Barrera Lopez. EVP, Supply Chain Mr. Barrera (born 1985) has served as Executive Vice President Supply Chain since April 2018.

His previous positions in the company include: Country Manager Yara Chile 2017-2018, Head of Corporate Strategy in Strategy & Business Development 2015-2016, Manager Strategy in Strategy & Business Development 2014-2015. Prior to joining Yara, Mr. Barrera worked at The Boston Consulting Group between 2009-2014.

He holds a Master´s degree in Finance from the Norwegian School of Economics and Business Administration (NHH).

Terje Knutsen. EVP, Crop Nutrition.

Mr. Knutsen (born 1962) has served as EVP Crop Nutrition since May 2015.

His previous positions in the company include Business Unit Manager North and East Europe 2012- 15, Business Unit Manager Asia 2006-12, VP Downstream Marketing 2005-06, VP Yara Specialties 2001-05, VP and Country Manager Spain and Portugal 1998- 2001. In addition, he has held a number of financial controller, commercial and management positions since joining the company in 1987 as a trainee.

Mr. Knutsen holds a Master’s degree from the Norwegian School of Economics (NHH) in Bergen, Norway.

Kristine Ryssdal. EVP, General Counsel.

Mrs Ryssdal (born 1960) has served as Executive Vice President, General Counsel since May 2016.

Before joining Yara, Mrs Ryssdal held the position of Vice President Legal at Statoil 2012-2016. Prior to this, Ryssdal was Senior Vice President and Chief Legal Officer of Corporation ASA 2008-2012, Senior Advisor Commercial & Legal Affairs at Norsk Hydro / Statoil Hydro 2006-2008, Legal Counsel at Norsk Hydro 1998-2006, and Attorney at the Attorney General’s office 1987-1998.

Mrs Ryssdal holds a Master of Laws degree from the London School of Economics, in addition to a Law degree from the University of Oslo.

Terje M. Tollefsen. EVP, Strategy & Business Development.

Mr Tollefsen (born 1963) has served as Executive Vice President Corporate Strategy & Business Development since June 2016.

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Yara International ASA, prospectus of 11 April 2018

Registration Document His previous positions in the company include: Senior VP Head of Strategy and Business Development 2010 – 2016, Business Unit Manager/President China 2005 – 2010, CFO Business Unit Asia 2002 – 2004.

Before a two-year tenure (2000-2002) as Deputy Managing Director at a medium-sized, Oslo-based IT consultancy, Mr Tollefsen held several commercial and management positions since starting at Norsk Hydro in 1989, including Managing Director of Norsk Hydro (Hydro Agri) Indochina.

Mr Tollefsen holds a Bachelor of Business Administration degree from the Isenberg School of Management, UMass Amherst, U.S.A.

Lene Trollnes. EVP, People & Global Functions.

Mrs Trollnes (born 1968) has served as Executive Vice President HR, Communications and Brand since September 2016.

Before joining Yara, Mrs Trollnes held the position of EVP HR & Integration at Sapa 2013-2016. Prior to this she led the integration between Sapa and Hydro (2012-2013), and held several HR and management positions at Norsk Hydro between 1992-2013, including Senior VP HR, HSE & CSR Hydro Primary Metal 2010-2013, Senior VP HR & Organization HSE & CSR Hydro Extruded Products 2008-2010, and Senior VP HR & Organization Hydro Aluminum Products 2006-2008.

Mrs Trollnes holds a Bachelor degree in Management Sciences and a Master’s degree in Organizational Psychology from the University of Manchester Institute of Science & Technology.

Petter Østbø. EVP, Chief Financial Officer.

Mr. Østbø (born 1979) has served as Executive Vice President Production since February 2016.

His previous positions in the company include: Head of Business Line Gas and Industrial Applications 2015-2016, Head of Industrial Nitrates & CO2 business units 2014-2015, Head of Industrial Nitrates Business Unit 2013-2014, Head of Product Management & Optimization 2010-2013. Prior to joining Yara, Mr. Østbø worked at McKinsey & Company between 2003-2010.

He holds a Master´s degree in Finance from the Norwegian School of Economics and Business Administration (NHH). In addition, he completed a one-year qualification in history studies at the University of Bergen.

9.2 Administrative, management and supervisory bodies conflicts of interest There are no potential conflicts of interest between any duties to the Issuer 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 The share capital of Yara International ASA is NOK 464,470,311 divided on 273,217,830 ordinary shares with a nominal value of NOK 1.70.

An overview of the Company’s 20 largest shareholders as of 1 February 2018 is set out in the table below:

The Government of Norway owns 36.21% of Yara’s shares, held by the Ministry of Trade, Industry and Fisheries. The objectives and exercising of shareholder rights by the Government are published in the white paper Report no. 27 to the Norwegian Parliament (2013–2014) and in the the State Ownership Report 2016.

The State’s ownership in Yara is classified within category 2 (“Commercial objectives and objective of maintaining head office functions in Norway”) where the stated main objective of the state’s commercial ownership is to achieve the highest possible return on invested capital over time. The white paper and State Ownership Report state that “State ownership shall be exercised professionally and predictably within the constraints of Norwegian corporate legislation and other law, based on generally accepted corporate governance principles and in observance of the strict separation of the role as owner from other roles assumed by the state.”

The State Ownership Report” states specifically for Yara that “The objective of the state's ownership in Yara is to maintain a knowledge-based and high-technology industrial group with a head office in Norway. The company is run on a commercial basis with the aim of delivering a competitive return.”

10.2 Change in control of the issuer There are no arrangements, known to the Issuer, the operation of which may at a subsequent date result in a change in control of the Issuer.

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Registration Document 11 Financial information concerning the Company's assets and liabilities, financial position and profits and losses

11.1 Historical Financial Information The financial statements of Yara International ASA have been prepared in accordance with the Norwegian Accounting Act and generally accepted accounting principles in Norway (NGAAP).

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as endorsed by the (EU).

The accounting policies of the Company and the Group are shown in the Annual Report 2017, page 141 note 1 and page 67, respectively.

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 is incorporated by reference to the Annual Report 2017 and the Annual Report 2016, available at the webpage of the Company (http://yara.com/investor_relations/annual_report_archive/). Please see Cross Reference List for complete references.

Historical financial information is available on the pages shown below.

Annual Report 2017*) 2016*) Yara International ASA

Income Statement 137 137

Balance sheet 138 138

Cash flow statement 140 140

Notes 141-156 141-156

Group

Consolidated statement of income 61 61

Consolidated statement of financial position 64 64

Consolidated statement of cash flows 66 66

Notes 75-135 76-135

*) including comparative figures for previous year

11.2 Financial statements See section 11.1 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 2016 and 2017 has been audited.

A statement of audited historical financial information is given in the Annual Report 2017 page 158 and Annual Report 2016 page 158, available at the webpage of the Company (http://yara.com/investor_relations/annual_report_archive/). Please see Cross Reference List for complete references.

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Registration Document 11.4 Age of latest financial information

11.4.1 Latest year of audited financial information The last year of audited financial information is 2017.

11.5 Legal and arbitration proceedings Yara is involved in a number of legal proceedings during the normal course of its business. While acknowledging the uncertainties of litigation, Yara is of the opinion that based on the information currently available, these matters will be solved without any material adverse effect on Yara’s consolidated results of operations, liquidity or financial position.

Other than the above, there has not been any 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 a significant effect on the Issuer and/or the Group’s financial position or profitability.

11.6 Significant change in the financial or trading position There has been no significant change in the financial or trading position of the Group which has occurred since the end of the last financial period for which either audited financial information or interim financial information have been published.

12 Documents on display

The following documents (or copies thereof) may be inspected for the life of the Registration Document at the headquarters of the Company, Drammensveien 131, N-0277 Oslo, Norway:

(a) articles of association of the Company;

(b) all reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at the Company's request, any part of which is included or referred to in the Registration Document;

(c) the historical financial information of the Company and its subsidiaries, for each of the two financial years preceding the publication of the Registration Document.

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Registration Document

Cross Reference List

Reference in Refers to Details Registration Document 11.1 Historical Annual Report 2017, Accounting policies, page 141 note 1 (the Financial available at Company) and page 67 (the Group) Information http://yara.com/investor_relations/annual_re port_archive/ Annual Report 2017, Yara International ASA: available at Income Statement, page 137 http://yara.com/investor_relations/annual_re Balance sheet, page 138 port_archive/ Cash flow statement, page 140 Notes, pages 141-156

Group: Consolidated Statement of Income, page 61 Consolidated statement of financial position, page 64 Consolidated Statement of cash flows, page 66 Notes, pages 75-135 Annual Report 2016, Yara International ASA: available at Income Statement, page 137 http://yara.com/investor_relations/annual_re Balance sheet, page 138 port_archive/ Cash flow statement, page 140 Notes, pages 141-156

Group: Consolidated Statement of Income, page 61 Consolidated statement of financial position, page 64 Consolidated Statement of cash flows, page 66 Notes, pages 76-135 11.3.1 Annual Report 2017, Auditor’s report, page 158 Statement of available at audited http://yara.com/investor_relations/annual_re historical port_archive/ financial information Annual Report 2016, Auditor’s report, page 158 available at http://yara.com/investor_relations/annual_re port_archive/

References to the above mentioned documents are limited to information given in “Details”, e.g. that the non- incorporated parts are either not relevant for the investor or covered elsewhere in the prospectus.

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Yara International ASA, prospectus of 11 April 2018

Registration Document

Joint Lead Managers’ disclaimer

Danske Bank A/S, DNB Bank ASA and Skandinaviska Enskilda Banken AB (publ), the Joint Lead Managers, have assisted the Company in preparing the Registration Document. The Joint Lead Managers have not verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and the Joint Lead Managers expressly disclaim any legal or financial liability as to the accuracy or completeness of the information contained in this Registration Document or any other information supplied in connection with the issuance or distribution of bonds by Yara International ASA.

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

Each person receiving this Registration Document acknowledges that such person has not relied on the Joint Lead Managers, nor on any person affiliated with it in connection with its investigation of the accuracy of such information or its investment decision.

Trondheim / Oslo, 11 April 2018

Danske Bank A/S, Norwegian DNB Bank ASA Skandinaviska Enskilda Banken AB branch (www.dnb.no) (publ) (www.danskebank.no) (www.seb.no)

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Yara International ASA, prospectus of 11 April 2018

Registration Document

Annex 1 Articles of Association of the Company

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Approved at Annual General Meeting 10 May 2016 Registered in the Norwegian Register of Business Enterprises 27 June 2016

Articles of Association Yara International ASA

§1 The name of the company is Yara International ASA. The company is a public limited company.

§2 The objectives of the company are to engage in industry, commerce and transport, and to engage in other activities connected with these objectives. Activities may also proceed through participation in or in co-operation with other enterprises.

§3 The company’s registered office is in Oslo.

§4 The share capital of the company is NOK 464,470,311 divided into 273,217,830 shares, each with a nominal value of NOK 1.70.

§5 If the share capital is increased, and provided that the Norwegian law in force at the time so permits, preferential subscription rights shall be reserved in connection with each such capital increase, on the conditions stipulated by the Board of Directors, for up to a) 0,83% of the increase for holders of the 83 unredeemed founder certificates; and b) 2.79% of the increase for holders of the 4,343 unredeemed subscription certificates. These preferential rights shall not apply if the increase is made in order to allot shares to third parties as compensation for their transfer of assets to the company.

§6 The company’s Board of Directors shall be composed of 3 to 10 members.

§7 The company shall have a Nomination Committee consisting of four members elected by the Annual General Meeting. The Chairperson of the Board and the President, who do not hold voting rights, shall be requested to attend at least one meeting of the Nomination Committee before the Committee reaches its final recommendation. The Nomination Committee makes recommendations to the Annual General Meeting regarding the election of the shareholder’s representatives to the Board. The Nomination Committee proposes and the Annual General Meeting adopts the procedure for the Electoral Committee.

Approved at Annual General Meeting 10 May 2016 Registered in the Norwegian Register of Business Enterprises 27 June 2016

§8 The Chairperson of the Board, or two members of the Board jointly, or the Chief Executive Officer have the right to bind the company by their signatures.

§9 The Board may decide that documents concerning matters to be discussed at the Annual General Meeting are not distributed to shareholders when they are made available on the company’s web site. This includes documents which by law must be included in or attached to the notice of the Annual General Meeting. A shareholder may still request to receive documents relating to matters to be discussed at the Annual General Meeting. The Annual General Meeting shall be convened by the Board of Directors in accordance with applicable legal requirements. Shareholders or their representatives wishing to attend and vote at the Annual General Meeting must inform the company of this five days prior to the Annual General Meeting.

§10 The Annual General Meeting shall be held each year within the expiry of June, and shall deal with and decide on: 1. Approval of the Annual Report and Accounts, including the distribution of dividend. 2. Other matters which under law or these Articles shall be dealt with by the Annual General Meeting. The Board of Directors may decide that it shall be possible for the shareholders to cast their votes in writing, including by means of electronic communication, for a period prior to the general meeting.