Level: 3 – From: 3 – Saturday, May 16, 2009 – 12:34 – mac5 – 4111 Intro : 4111 Intro Base Prospectus Telenor ASA (incorporated as a limited company in the Kingdom of Norway) €7,500,000,000 Debt Issuance Programme Under the Debt Issuance Programme described in this Base Prospectus (the Programme), Telenor ASA (the Issuer) may from time to time issue debt securities (the Notes). The aggregate nominal amount of Notes outstanding will not at any time exceed €7,500,000,000 (or the equivalent in other currencies), subject to compliance with all relevant laws, regulations and directives. Notes may be issued in bearer form only (Bearer Notes), in registered form only (Registered Notes), in bearer form exchangeable for Registered Notes (Exchangeable Bearer Notes) or in uncertificated book entry form cleared through the Norwegian Central Securities Depository, the Verdipapirsentralen (VPS Notes and the VPS respectively). An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see “Risk Factors”. This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the Prospectus Directive) which is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses of the Issuer. Application has been made to the Luxembourg Stock Exchange for the Notes issued under the Programme (other than VPS A13.5.1 Notes) during the period of 12 months from the date of this Base Prospectus to be admitted to trading on the Luxembourg Stock Exchange’s regulated market and to be listed on the Official List of the Luxembourg Stock Exchange. However, Notes may also A12.6.1 be issued under the Programme which are listed and traded on another stock exchange or which will not be listed and traded on any stock exchange. Application has been made to the Commission de Surveillance de Secteur Financier (the CSSF) for approval of this Base Prospectus. References in this Base Prospectus to Notes being listed (and all related references) shall mean that such Notes have been admitted to trading on the Luxembourg Stock Exchange and have been listed on the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined under “Terms and Conditions of the Notes”) of Notes will be set out in a Final Terms (the Final Terms) which, with respect to Notes to be listed on the Luxembourg Stock Exchange, will be delivered to the CSSF. The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchange(s) or markets as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. Each Series (as defined below) of Notes in bearer form will initially be represented on issue by a temporary global note in bearer form (each a temporary Global Note) or a permanent global note in bearer form (each a permanent Global Note). Notes in registered form will be represented by registered certificates (each a Certificate), one Certificate being issued in respect of each Noteholder’s entire holding of registered Notes of one Series. Global Notes and Certificates may (or in the case of Notes listed on the Luxembourg Stock Exchange will) be deposited on the issue date with a common depositary or, as the case may be, a common safekeeper on behalf of Euroclear Bank SA/NV (Euroclear), and Clearstream Banking, société anonyme (Clearstream, Luxembourg). The provisions governing the exchange of interests in Global Notes for other Global Notes and definitive Notes are described in “Overview of Provisions Relating to the Notes while in Global Form”. Each Series of VPS Notes will be issued in uncertificated book entry form, as more fully described under “Overview of Provisions Relating to VPS Notes” below. On or before the issue date of each Series of VPS Notes entries may be made with the VPS to evidence the debt represented by such VPS Notes to accountholders with the VPS. VPS Notes will be issued in accordance with the laws and regulations applicable to VPS Notes from time to time. The Programme has been rated A3 by Moody’s Investors Services, Inc. and BBB+ by Standard & Poor's Rating Services, a division of the McGraw Hill Companies Inc. Notes issued pursuant to the Programme may be rated or unrated. Where an issue of Notes is rated, such rating will be specified in the relevant Final Terms and its rating will not necessarily be the same as the rating applicable to the Programme. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. This Base Prospectus supersedes and replaces the Offering Circular dated 4 July 2008 published by Telenor ASA relating to the Programme. This Base Prospectus does not affect any Notes already in issue. Arranger Deutsche Bank Dealers Citi Commerzbank Corporates & Markets Deutsche Bank Goldman Sachs International ING Wholesale Banking J.P. Morgan Nordea 19 May 2009 Level: 3 – From: 3 – Saturday, May 16, 2009 – 12:34 – mac5 – 4111 Intro : 4111 Intro The Issuer accepts responsibility for the information contained in this Base Prospectus. Having A9.1.1 A9.1.2 taken all reasonable care to ensure that such is the case, the information contained in this Base A12.1.1 Prospectus is, to the best of the knowledge and belief of the Issuer, in accordance with the facts A12.1.2 A13.1.1 and contains no ommission likely to affect its import. A13.1.2 No person has been authorised to give any information or to make any representation other than those contained in this Base Prospectus in connection with the issue or sale of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or any of the Dealers or Arranger (as defined in “General Description of the Programme”). Neither the delivery of this Base Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer since the date hereof or the date upon which this Base Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer since the date hereof or the date upon which this Base Prospectus has been most recently supplemented or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. In the case of any Notes which are to be admitted on a regulated market within the European Economic Area or offered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive (2003/71/EC), the minimum specified denomination shall be €50,000 (or its equivalent in any other currency as at the date of issue of Notes). The distribution of this Base Prospectus and the offering or sale of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus comes are required by the Issuer, the Dealers and the Arranger to inform themselves about and to observe any such restriction. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act) and include Notes in bearer form that are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons. For a description of certain restrictions on offers and sales of Notes and on distribution of this Base Prospectus, see “Subscription and Sale”. This Base Prospectus does not constitute an offer of, nor an invitation by or on behalf of the Issuer or the Dealers to subscribe for, or purchase, any Notes. The Arranger, the Dealers and the Trustee (as defined herein) have not separately verified the information contained in this Base Prospectus. None of the Dealers, the Arranger or the Trustee makes any representation, express or implied, or accepts any responsibility, with respect to the accuracy or completeness of any of the information in this Base Prospectus. Neither this Base Prospectus nor any document incorporated by reference nor any other financial statements are intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by any of the Issuer, the Trustee, the Arranger or the Dealers that any recipient of this Base Prospectus or any other financial statements or any document incorporated by reference should purchase the Notes. Each potential purchaser of Notes should determine for itself the relevance of the information contained in this Base Prospectus, and its purchase of Notes should be based upon such investigation as it deems necessary. None of the Dealers, the Arranger or the Trustee undertakes to review the financial condition or affairs of the Issuer during the life of the arrangements contemplated by this Base Prospectus nor to advise any investor or potential investor in the Notes of any information coming to the attention of any of the Dealers, the Arranger or the Trustee.