Hurtigruten ASA, prospectus of 1 June 2012

Registration Document

Prospectus

Hurtigruten ASA

Registration Document

Narvik/Oslo, 1 June 2012

Joint Lead Managers:

Danske Markets, DNB Markets, DVB Bank SE / Fearnley Fonds ASA, Nordea Markets, Sparebank 1 Markets & Swedbank First Securities

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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.

This Registration Document is subject to the general business terms of the Joint Lead Managers, available at their 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 presentation from utilizing or being aware of information available to Joint Lead Managers and/or affiliated companies and which may be relevant to the recipient's decisions. The Joint Lead Managers 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 Joint Lead Managers' corporate finance department may act as managers or co-managers 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 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.

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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 ...... 11 7 Organizational structure ...... 19 8 Trend information ...... 21 9 Administrative, management and supervisory bodies ...... 22 10 Major shareholders ...... 25 11 Financial information concerning the issuer's assets and liabilities, financial position and profits and losses ...... 27 12 Documents on display ...... 29 Joint Lead Manager’s disclaimer ...... 31 Articles of Association Hurtigruten ASA ...... 32

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1 Risk factors The company uses financial instruments such as bank loans, bond loans and convertible bond loans. The purpose of these financial instruments is to raise capital for investments that are necessary for the company’s activities. In addition, the company has financial instruments such as trade receivables, trade payables, etc., which are directly linked to the day-to-day operations. For hedging purposes the company makes use of certain financial derivatives. The company uses financial derivatives for trading purposes to a limited extent.

As a result of its regular operations, the company is exposed to risks related, for example, to fluctuations in exchange and interest rates and bunker costs. The company’s overall hedging strategy is to create predictability for the company’s operations and reduce the impact volatility in macro-economic conditions might have on the company’s financial performance and standing. The primary management parameter is the expected net cash flow. Extensive use is made of simple, transparent and liquid hedging instruments, mainly forward contracts, combined possibly with options and corridors.

Currency risk The company operates internationally and is exposed to currency risk in multiple foreign currencies. This risk is especially relevant in relation to the euro (EUR), US dollar (USD), pound sterling (GBP) and Australian dollar (AUD). The currency risk arises from future ticket sales and assets and liabilities recognized on the balance sheet. In addition, the bunker cost is quoted in USD. A currency risk arises when future commercial transactions or recognized assets or liabilities are denominated in a currency other than the entity’s functional currency.

The company’s strategy is to hedge 60–80 per cent of the net expected cash flow in euro one to two years into the future through the use of transparent and liquid instruments, usually forward contracts combined with foreign currency loans. For 2012, 60 per cent of the net expected cash flow in EUR has been hedged. The company completed the refinancing of its debt in March 2012. Portions of the loan can be converted from NOK to EUR in order to achieve “natural hedging”. No decision has been made on the timing of the conversion.

In connection with chartering out the MS Finnmarken as a hotel ship to Boskalis Australia Pty Limited for 18 months, starting in April 2010, the company has had currency hedges for AUD corresponding to approximately 60 per cent of the expected cash flow throughout the term of the charter. The currency hedges expired at the same time as the expiration of the charter on 30 October 2011.

Forward foreign currency contracts The nominal amount of outstanding forward foreign exchange contracts at 31 December 2011 was NOK 465 million (2010: NOK 1 264 million). The hedged, highly probable transactions denominated in a foreign currency are expected to occur at various dates over the next 12 months. The forward foreign exchange contracts mature during the period from July to September, when most of the hedged cash flow is expected to occur. The forward foreign exchange contracts satisfy the requirements for hedge accounting under IFRS and changes in the fair value are recognized directly in the hedging reserve in equity. Gains and losses on forward foreign exchange contracts that are recognized in equity at 31 December 2011, will be recognized in the income statement in the same accounting periods that the hedged transactions affect the profit or loss. The gains or losses realised are allocated to passenger revenues.

Interest rate risk The company’s interest rate risk is associated with current and non-current borrowings. Borrowings at variable interest rates entail an interest rate risk for the company’s cash flow. Fixed interest rate loans expose the company to a fair value interest rate risk. In 2010 and 2011 the group’s loans with variable interest rates have been in NOK.

The company manages the variable interest rate risk by means of variable to fixed interest rate swap contracts. Interest rate swap contracts entail a conversion of variable interest rate borrowings to fixed interest rate borrowings. The group enters into a contract with other parties to exchange the difference between the contract’s fixed interest rate and variable interest rate calculated based on the agreed principal through the interest rate swaps. At 31 December 2011 a minor portion (around 10 per cent) of the company’s debt has been hedged. In connection with Hurtigruten’s refinancing of its debt in March 2012, interest rate hedges will be established for 40–60 per cent of the bank loan.

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Registration Document Interest rate swaps The nominal principal on outstanding interest rate swaps at 31 December 2011 was NOK 300 million (2010: NOK 300 million). At 31 December 2011 the fixed interest rate was 5.31 per cent (2010: 5.31 per cent). The variable interest rates were NIBOR. Gains or losses on interest rate swaps recorded directly in equity at 31 December 2011, will continuously be reversed in the income statement until the bank borrowings (note 10 in Annual Report 2011) have been repaid. The gains or losses realised are allocated to interest expenses.

Bunker oil The company is exposed to fluctuations in bunker prices. The price of oil, and thus bunker oil, is determined in international trading in USD, while the parent company purchases bunker oil in NOK. The risk can therefore be split into a currency element and a product element. In its risk management strategy, the company has emphasised the need to coordinate risk, and has therefore chosen to reduce the bunkers risk while the currency risk is coordinated with the company’s other currency exposures.

The company enters into revolving quarterly forward contracts for the next 4–6 quarters to hedge 20–80 per cent of the expected bunker consumption, with a greater share being hedged in the near future and less being hedged further into the future. For 2012, 48 per cent of the expected bunker consumption has been hedged, with a greater share being hedged in the first quarters and less being hedged towards the end of the year.

Oil derivatives The nominal amount of outstanding forward bunker oil contracts at 31 December 2011 was NOK 150 million (2010: NOK 94 million). The hedged, highly probable transactions denominated in a foreign currency are expected to occur at various dates over the next 12 months. The forward contracts mature monthly. Forward bunker oil contracts satisfy the requirements for hedge accounting under IFRS and changes in the fair value are recognised directly in equity on a current basis. Gains or losses on bunker oil derivatives recognised directly through equity at 31 December 2011, will be recognised in the income statement in the same accounting periods that the hedged transactions affect the profit or loss. The gains or losses realised are allocated to bunker costs.

Contingencies At 31 December 2011, the company had contingent liabilities relating to bank guarantees and other guarantees, in addition to other contingent outcomes in the course of regular operations. Significant liabilities are not expected to arise with respect to contingent outcomes.

Membership in the NOx Fund NOK 13.4 million in nitrogen oxide tax was charged to the annual accounts for 2011 (2010: NOK 14.0 million). Members of the industrial fund for nitrogen oxides have collectively undertaken to reduce emissions of these gases by 18 000 tonnes in total, broken down into 2 000 tonnes in 2008, 4 000 tonnes in 2009 and 12 000 tonnes in 2010. A new environmental agreement relating to NOx for the period from 2011 to 2017 was signed on 14 December 2010. The signatories of the environmental agreement for the period from 2011 to 2017 have undertaken to reduce their overall nitrogen oxide emissions by 16 000 tonnes and to maintain the emission reductions achieved for the entire period. During this period the agreement has annual and biennial targets that are to be met, broken down into 3 000 tonnes in 2011, 2 000 tonnes in 2012, 4 000 tonnes in 2013 and 2014, 4 000 tonnes in 2015 and 2016 and 3 000 tonnes in 2017.

The Norwegian Climate and Pollution Agency will monitor that the Fund reaches its collective targets. If these targets are not met, the members may be required to pay the full amount of the tax on their respective share of the emissions. This requirement will be calculated on the basis of the percentage of the collective target that has not been achieved. The Fund has achieved its targets for the period from 2008 to 2010. The NOx Fund has disclosed on its website that if all of the planned measures are implemented as intended until the end of 2011, the affiliated companies will meet their overall commitments for 2011 with a high level of probability.

Supplementary Agreement in connection with the public procurement contract for the Bergen to Kirkenes coastal service The Norwegian authorities agreed in 2004 on a contract with Hurtigruten ASA for the delivery of transport services along the Norwegian coast from Bergen to Kirkenes for the period from 2005 to 2012. This contract was awarded based on competitive tendering. In October 2008 it was decided to increase the compensation to Hurtigruten ASA for the remaining term of the contract by refunding 90 per cent of the NOx payments, general compensation due to higher costs and allowing a reduction in the number of ships from 11 to 10 in the winter for the remaining term of the contract. The Ministry of Transport and Communications has assumed that the additional grant is in line with state aid policies.

In July 2010 the EFTA Surveillance Authority (ESA) decided to formally investigate in order to verify whether the supplementary agreement entered into in 2008 is in accordance with the EEA’s rules for state aid. In June 2011 the ESA concluded that the additional compensation had not been granted in accordance with the EEA’s rules. It was not evident from the conclusion what portion of the supplementary agreement the ESA believed to represent illegal state aid.

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For further information, see 11.5 Legal and arbitration proceedings.

The existing contract with the government, represented by the Ministry of Transport and Communications, expired on 31 December 2011 after Hurtigruten and the government agreed on a new contract for the Bergen to Kirkenes coastal service for the period from 2012 to 2019. The new contract entered into force on 1 January 2012.

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2 Definitions Hurtigruten ASA Group The Company and its subsidiaries from time to time

Companies Registry The Norwegian Registry of Business Enterprises (Foretaksregisteret)

Company/Parent company/ Hrtigruten Hurtigruten ASA, a Norwegian public joint-stock company organized under the laws of Norway, including the Public Limited Companies Act

Company Annual Report 2010 Hurtigruten ASA' annual report of 2010

Company Annual Report 2011 Hurtigruten ASA' annual report of 2011

Company Interim report 1Q of 2012 Hurtigruten ASA’ interim report for the first quarter of 2012

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

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

Company Consolidated Financial Statements The consolidated financial statements and notes included in the Company’s annual report to shareholders.

EFTA The European Free Trade Association

ESA The EFTA Surveillance Authority

NOK Norwegian kroner

Registration Document This document dated 1 June 2012

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: Hurtigruten ASA, Havnegata 2, Postboks 43, N-8501 Narvik.

3.2 Declaration by persons responsible Responsibility statement: This Registration Document has been prepared by Hurtigruten ASA in connection with issue of bonds 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.

Narvik (Norway), 1 June 2012

Hurtigruten ASA

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4 Statutory Auditors

4.1 Names and addresses

2010 The Company’s auditor for 2010 has been PricewaterhouseCoopers AS, independent public accountants, located at P.O. Box 6128, NO-9292 Tromsø, Norway. Telephone: +47 02316.

State Authorised Public Accountant Kent-Helge Holst has been responsible for the Auditor's report for 2010.

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

2011 The Company’s auditor for 2011 has been Ernst & Young AS, independent public accountants, located at P.O. Box 1212, NO-9262 Tromsø, Norway. Telephone: +47 24 00 32 00.

State Authorised Public Accountant John Giæver has been responsible for the Auditor's report for 2011.

Ernst & Young AS is member of The Norwegian Institute of Public Accounts.

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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 Hurtigruten ASA, the commercial name is Hurtigruten.

5.1.2 Place of registration and registration number The Company is registered in the Norwegian Companies Registry with registration number: 914 904 633.

5.1.3 Date of incorporation Hurtigruten ASA was incorporated on 24 July 1912.

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 visiting and mailing address is Hurtigruten ASA, Havnegata 2, NO-8500 Narvik, P.O. Box 43, N-8501 Narvik. Telephone +47 97 05 70 30.

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6 Business overview

6.1 General

Since Richard With founded the service in 1893, Hurtigruten has given its guests unique travel experiences along one of the world’s most beautiful coastlines. The company’s unique position in Norway and abroad rests not only on scenic beauties but also on the utility its service has displayed from the start as a transport artery for freight and passengers. Its community role was further reinforced in 2011 by a new and improved eight-year public procurement contract from the government.

Hurtigruten aims to be the best way to experience the destination. It does this by getting close up to some of the world’s most beautiful areas in Norway, off Greenland, in the Antarctic or around Svalbard. With a history and experience dating back to 1893, the company has good maritime skills, is familiar with the sea lanes, and guides its guests to the best sites offered by the coastal route. At the same time, it is in the service of Norway’s coastal residents. Hurtigruten has a mission and a duty which extends beyond bringing tourists to its destinations. It operates working ships which play an important role along the Norwegian coast every single day, and is part of the coastal community from which it lives. Through close and good cooperation with a number of excursion providers, the company can offer its guests experiences which nobody else can match. It is close to nature and the local culture. The company is divided into four product areas: Hurtigruten Norwegian coast, explorer products/MS Fram, Spitsbergen and charter. Activities which do not naturally fall under these headings are classified as other business, primarily bus services.

History Since 1893 Hurtigruten has been part of the coastal areas of Norway. With experience in polar areas, the company has become an international travel company with a unique product.

Richard With - the founder of Hurtigruten So when a seasoned Norwegian sea captain called Richard With proposed a regular steam ship service to link northern and southern Norway, many saw it as an unrealistic folly.

Originally intended as a weekly daylight service from Trondheim to Hammerfest, delivering mail, cargo and passengers, this audacious mariner then proposed to extend the service to travel both day and night, winter and summer. His intention was to sail through waters that at this juncture had still not been mapped, through a landscape that for centuries had only been accessible from the sea.

The Most Important Communication Link For 90 years the Coastal Express became the most important communication link between the north and south and it is from these pioneering voyages that the Hurtigruten tradition stems.

Translating as ‘fast route’, it was the quickest and most reliable passage into the remote lands of northern Norway, regardless of weather conditions. Indeed it was not until 1893 that the mail delivery was finally entrusted to road and air routes.

It is this heritage and experience that marks out Hurtigruten as one of the most professional and proficient expedition voyage operations on the planet.

The Pioneering Years During the middle years of the 19th century a few steamers plied the waters along Norway’s northern coast in an attempt by the Norwegian government to unify the country.

In 1893 the government offered permission for a regular route to be opened up, an offer rejected by all but one man – Richard With.

On 2 July, 1893, Captain With and his boat the Vesterålen sailed from Trondheim, on a journey to Hammerfest that was to take 67 hours and arrived 20 minutes ahead of schedule! Realising the journey was now indeed possible, a number of other companies joined under the Hurtigruten banner.

The War Years Following Norway’s independence in 1905, the Great War of 1914 saw the next development in the Hurtigruten story.

Kirkenes was included in the route, whilst the reduced production and increased cost of coal deliveries from England resulted in the service being drastically reduced. The Depression years then saw the route regularly

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Registration Document disrupted, before the Coastal Express began a boom period, with 1936 seeing the beginning of a daily sailing from Bergen.

There were now 14 ships linking the coastal communities, visiting more ports than ever and transporting some 230,000 passengers annually. The Second World War heralded a dark time for Hurtigruten, suffering the loss of 9 ships and some 700 people, with ironically the Allies destroying twice as many vessels as Germany.

Rebirth and the Future Following the war it was vital to rebuild the fleet as quickly as possible. The first 4 commissioned ships set new standards in comfort and service, quickly followed by 11 more over the following decade.

The latter years of the 20th century saw Hurtigruten’s role change, as cars became more popular and the ship's original remit changed. New ships were built with passenger comfort in mind, with more cabins and panoramic lounges being included to accommodate a new kind of traveller.

A new generation of ships was built between 1993 and 2007, ensuring that today we have a fleet of custom designed vessels capable of safely negotiating not only the rugged coastal waters of Norway and the Arctic, but also the remote lands of Spitsbergen and Greenland and the southern oceans off Antarctica.

Hurtigruten Norwegian Coast Hurtigruten’s history goes back to 1893, when With, a ship’s captain and member of the Storting (parliament), established the coastal express as a year-round transport route between northern and southern Norway. The service initiated a communications revolution in this land of fjords and mountains. But With had already seen the tourist potential along what was later to be acclaimed as the world’s most beautiful coastline. He immediately began international marketing of Norway as a tourist destination. Today, 119 years later, Hurtigruten is not only an internationally renowned tourist brand but also an important part of the infrastructure for a number of coastal communities between Bergen and Kirkenes. Hurtigruten Norwegian coast had operating revenues of NOK 2 449 million in 2011, or 62 per cent of the total for the company.

The importance of Hurtigruten has been demonstrated from the start by the government’s procurement of services, and 2011 proved a very significant year for the company in that area. A new competitive tender for the Bergen-Kirkenes service was a source of much suspense, and it became clear in April that Hurtigruten had secured this contract. In force from 1 January 2012, this ensures daily calls at 34 ports throughout the year, and safeguards a strong transport artery between Bergen and Kirkenes for eight years. Hurtigruten’s service along the Norwegian coast is operated today with 11 vessels. Of different ages and designs, these collectively represent a broad and unique offer to both local travellers and international guests. Hurtigruten’s largest unit, MS Finnmarken, was chartered out as a hotel ship for much of 2011, and will strengthen the Norwegian coastal service when it returns in February 2012. With its 628 berths, MS Finnmarken will increase capacity to the benefit of the coastal population and guests from abroad. It will replace MS Nordstjernen in the service between Bergen and Kirkenes.

Explorer products/MS Fram Hurtigruten also has long experience of explorer activities in waters beyond Norway. With was a pioneer in this area as well. Even before the end of the 19th century, he demonstrated an ability and willingness to offer unique travel experiences in Svalbard. His Sports Route from Hammerfest to Longyearbyen was initiated in 1896 as a unique voyage on SS Lofoten. This service led With to build the very first tourist hotel in Svalbard on the Advent Fjord. The spot where it stood is still known as Hotel Cape.

Polar waters provide unique experiences, and the MS Fram expedition ship allows Hurtigruten to offer visits to such outstanding destinations as the Antarctic, Greenland and Svalbard. In recent years, the company has developed a fourth concept for this vessel by offering experience voyages more centrally in Europe. Conducted between the Antarctic and Arctic seasons, these cruises pay special attention to important sites in terms of cultural history along the European coastline.

The explorer business had operating revenues of NOK 279 million, compared with NOK 242 million in 2010.

Spitsbergen With’s modest hotel on the Advent Fjord was the start of a fantastic travel product in Svalbard. The Spitsbergen product area today embraces two hotels, a guesthouse, a broad array of tour activities, conference facilities, excursions and sailings with the chartered MS Polar Star. Activity in the product area was substantially reduced in 2011 when the owner of the latter vessel, Karlsen Shipping, went into liquidation. The whole season accordingly had to be cancelled. While the Spitsbergen Travel subsidiary represents large parts of the activity in Svalbard, it is not legally identical with the product area. The latter had operating revenues of NOK 138 million, compared with NOK 201 million in 2010.

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Registration Document Charter (Other business) This product area as established in 2010, primarily on the basis of the charter of MS Finnmarken as a hotel ship in connection with the development of the Gorgon field off Australia. That contract ran until 30 October 2011. . MS Finnmarken has subsequently been restored to the Hurtigruten standard and also underwent its 10-year class survey before returning to Hurtigruten Norwegian coast on 16 February 2012.

The charter product area had operating revenues of NOK 667 million, compared with NOK 591 million in 2010.

Activities related to vessel chartering were classified from 1 January 2012 under the product area “Other business”.

6.1.1 Company Vision, Values and Strategy

Vision Hurtigruten’s vision is to offer real experiences in unique waters. The company will be a leading travel company based in northern Norway. It will provide its guests with real experiences in unique waters based on local culture and magnificent scenery.

Values The values of secure, generous and responsible will underpin the way the company reaches its goals. Hurtigruten’s overall objectives are to:

 realise the potential in the “Hurtigruten” brand by continuing to develop the service along the Norwegian coast  reinforce its position as a leader for explorer cruises in Polar waters  create durable profitability and represent an attractive investment through a market-focused and industrialised organisation.

Strategy Hurtigruten will create value for owners, customers, employees and partners by working purposefully to exploit the long-term value creation potential provided by the company’s strategic platform. Through the “authentic” brand platform, Hurtigruten’s products will be differentiated from competitors on the basis of real and active experiences in unique waters, close to nature and local culture.

6.1.2 Principal activities

The company is divided into four product areas: Hurtigruten Norwegian coast, explorer products/MS Fram, Spitsbergen and other business. Activities which do not naturally fall under these headings are classified as other business, primarily bus services.

Norwegian coast Hurtigruten has reaped recognition for a long time as the world’s most beautiful sea voyage, and has received many international awards as a cruise operator.

The combination of tourism and local transport forms a unique hybrid which guests seem to appreciate. With its history and strong ties to its ports of call, Hurtigruten is part of the destination – and of the story it tells.

Guests along the Norwegian coast fall into two categories: round-trip and port-to-port. The former visit both the terminal ports – Bergen and Kirkenes – on their coastal voyage. They take either half a round trip (six days) between Bergen- Kirkenes or Kirkenes-Bergen, or a whole round trip (11 days) from Bergen to Kirkenes and back. A port-to-port voyage is made over part of this route.

The winter code was cracked by Hurtigruten in 2010. After rising winter travel during the first quarter over the previous four years, 2010 saw a step change with no less than 46 per cent more cruise nights in the first quarter. That fantastic increase was confirmed in 2011, with a further 15 per cent growth in cruise nights during the first quarter. The number of cruise nights for the year as a whole also rose by three per cent from 2010. Round-trip cruise nights increased by 7.2 per cent. Overall, Hurtigruten Norwegian coast had 1.1 million cruise nights during 2011. This expansion was achieved despite the operational challenges faced in 2011, with a substantial number of cancellations from both bad weather and incidents.

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Registratiion Document The modern Hurtigruten vessels offer substantial capacity, and occupancy is best in the thrree summer months of June, July and August. Work on developing new offers and products has been stepped up sharply. That yielded an effect in the first quarter through the conceptualisation of the winter season product. “Hunting the Light” has proved popular with guests. Experience gained from this work will now be used to develop the other seasons. A new spring concept was tested on two ships in 2011, and the “Arctic Awakening” product is being implemented on all the vessels along the Norwegian coast from 2012. The goal is to increase the number of passengers in March, April and May.

The overall fleet in the product area consists of 11 vessels, which provide daily sailings in Hurtigruten’s licensed service covering 34 ports between Bergen and Kirkenes. The ships are different, but all havve a functionality tailored to sailing along the Norwegian coast. They have comfortable lounges with fine views, and most provide good conference facilities. Various types of cabins and suites are also offered by the vessels, all to a high standard, as well as cafes, bars and souvenir shopps. A charterparty was entered into in October 2009 for MS Finnmarken to support the Gorgon field development off Australia, and this vessel was taken out of the Hurtigruten service along the coast. The charter ended on 30 October 2011, and the ship was back in service along thee coast on 16 February 2012.

Operating revenues for the product area came to NNOK 2 449 million in 2011, representing 62 per cent of the company’s annual operating revenues.

Hurtigruten conducts regular surveys of passenger satisfaction, and the responses are very good. Hurtigruten targets the following market segments:

 HHolidays and leisure: tourists from Norway and abroad  Courses and conferences: directed at the business market, the public sector and associations in Norway  PPort-to-port: primarily embraces private individuals requiring transport along the Norwegian coast  Freight: primarily meets the need for cargo transport along the Norwegian coast.

Continuing to delvelop its distinctive character is important for Hurtigruten in order to differentiate its product from those offered by competitors. Experience of nature, close contact with Norway’s coastal cuulture and ordinary life, and unique travel experiences are key elements. Hurtigruten has employees who know the Norwegian coast, both on the ships and in support functions ashore. Good Norwegian maritime skills combined wiith experienced and service-minded personnel in the hotel and restaurraant departments on the ships ensure extrra quality for travellers.

The Hurtigruten ships are specially designed to work along the Norwegian coast. They can call at ports and pass through waters closed to other cruise vessels. The combination of local travellers and tourissts adds an extra dimension for both groups of guests. Ties are forgged on board and friendships formed. Cultture and knowledge are exchanged.

The holiday and leisure segment In the holiday and leisure segment, Hurtigruten faces competition from other Arctic destinattions for tourists both in Norway and abroad, such as Svalbard, Iceland, Swweden, Finland, Russia and Alaska. The cruise lines are its main competitor for people who chose a holiday based on sea travel. Foreign players have substantially increased

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Registration Document their activities along the Norwegian coast in recent summers. Others have seen the potential of the winter as a travel product and have launched cruises to Norway with the Northern Lights as the theme. This shows that the Norwegian winter is becoming increasingly attractive to people outside Norway. Hurtigruten has just over 15 per cent of the overall cruise market along the Norwegian coast for the year as a whole.

The meeting and conference segment Competition in the meeting and conference segment comes primarily from the Norwegian market. All the Hurtigruten vessels have the capacity to accommodate meetings, and the newer ones also offer conference facilities. This product is directed mainly at the national market, principally in competition with hotels and international ferry operators. Hotels are also partners, since a number of customers opt for a combination of courses/meetings on land with an experience on Hurtigruten.

The port-to-port segment In the port-to-port segment, Hurtigruten faces competition from other modes of transport which carry passengers along the coast between Bergen and Kirkenes, such as fast ferries, airlines, coaches and private cars. This guest category also includes people who choose Hurtigruten as a short-break option for weekends and days off. The service competes here with hotels, urban holidays, spas and weekend trips abroad. Hurtigruten has responded to this target group with real unique experiences, a high level of comfort, special offers directed at port-to-port passengers, art exhibitions and various forms of onboard events. An extensive programme of excursions also adds an extra dimension to a Hurtigruten voyage. The price structure in this segment has also been greatly simplified. Prices were reduced from January 2011 on a number of shorter stretches in order to meet competition from other modes of transport more effectively.

Port-to-port passengers still represent the bulk of travellers with Hurtigruten, close to 80 per cent of the total. They accounted for 21 per cent of the company’s passenger revenues in 2011. Passengers in this area can be divided into three main groups – course and conference trips, short breaks and straightforward local commuters. Hurtigruten has experienced a decline in all these segments in recent years. Measures to rectify this position were accordingly taken during 2010 and 2011 in the form of market communication, price structure and reservation accessibility. The effect of these measures in 2011 is rather difficult to gauge because the year was affected by operating disruptions. Incidents and extreme weather meant a record number of cancelled port calls, and a consequent decline in cruise nights.

Guest numbers for the port-to-port segment declined by 4.3 per cent in 2011. A number of incidents, and not least the extreme weather conditions during the autumn, explain much of this reduction.

Freight segment Competition in the freight segment comes from alternative operators, primarily road hauliers and other cargo vessels plying along the coast.

Hurtigruten carries substantial amounts of cargo along the Norwegian coast, and operates as an agent for Nor Lines AS. The latter is responsible for the marketing and sale of freight capacity on Hurtigruten vessels. Rising environmental awareness in the community means that growing numbers are choosing options which protect the environment, and this helps to strengthen Hurtigruten’s competitive advantage as a freight carrier. A number of large grocery players are among those who prefer to use the service as part of their own environmental commitment, particularly on the section north of Tromsø.

Hurtigruten carries freight over long distances, and is often the only option open to the coastal population for regular transport of fresh produce and products. The service carried some 101 500 tonnes of freight in 2011, a slight increase from 2010. Cargoes carried by Hurtigruten reduce the burden on the road network by the equivalent of about 10 000 lorries per year. That represents a substantial socio-economic saving, not least with regard to accidents. The new public procurement contract calls for a freight capacity of 150 Europallets north of Tromsø.

Public procurement Contract The important freight and passenger transport service represented by the Hurtigruten ships are the background for the public procurement contract with the government. The former agreement was entered into in 2005, and the transport ministry invited ten-ders for a new contract on 30 June 2010. Bids could cover three options: daily sailings, five days a week in the winter and seven in the summer, or five days a week year-round. The requirements for vessel size were reduced by 20 per cent from the previous contract, to 320 passengers and 120 berths.

Hurtigruten ASA won the contract, and it was signed with the ministry in April 2011. Running from 1 January 2012 to 2019, this agreement ensures daily departures from all 34 existing ports of call throughout the year. The government has an option to extend the contract for one year after it expires.

Worth a total of NOK 5 120 million in 2011 value, the contract provides an average compensation of NOK 640 million per year for public procurement of services. By comparison, the government paid NOK 360 million in 2011. Hurtigruten is very satisfied that it has been possible to secure a remuneration which reflects the cost and risk of

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Registratiion Document the service provided. The new public procurement contract confers the security andd long-term perspective required to deliver the quality product which the coastal community deserves and Hurtigruten requires. The 11 ships make no less than 25 000 port calls every year.

Explorer products/MS Fram Compareed with its core business along the Norweegian coast, explorer products represent a fairly new priority area for Hurtigruten. The company has built up a leading position in this market within relatively few years.

The business is concentrated on three geographical areas: Spitsbergen, Greenland and the Antarctic, but fantastic experiences are also offered by the company with spring and autumn cruises in Europe on MS Fram.

MS Fram Hurtigruten’s new MS Fram explorer ship began operating in May 2007, with its destinations as Greenland in the summer and the Antarctic for the winter season. Activities with this vessel were changed duuring 2010.

The Greenland season was shortened to the benefit of Spitsbergen. That continued in 2011, with several unique cruises in the waters to the north-west of Svalbard. The ship also made two circumnavigatiions of these islands. Greenland cruises have been concentrated to a grreater extent on the unique west coast, with the focus on Disko Bay. For many people, the Antarctic is the most innaccessible of destinations. On MS Fram,, they experience this continent at close hand during the winter months from November to March. The Europe cruises are becoming established, and were designed to make the transfer between the northern and southern hemispheres more profitablee. Fine-tuning MS Fram’s schedule has allowed the vessel to make more cruise nights available than before, and represent an important move to improove profitability. Cruise nights for MS Fram increased by 7.5 per cent from 2010 to reach 69 018.

Total operating revenue for MS Fram came to NOK 279 million, compared with NOK 242 million in 2010. This increase reflects the growth in cruise nights.

Greenland Hurtigruten’s cruise activities off Greenland began in 1998, and continued in 2003 as a separate charter business through Norden Tours, which was then a subsidiary of Hurtigruten’s German office. MS Fram is purposebuilt for cruising in Polar waters, and wins great praise from both passengers and Greenlanders.

The Antarctic This businness was established in 2002. After operating for a time with two vessels, it was reesolved from the 2008 season to concentrate exclusively on MS Fram. Thhree different cruises are now offered, wiith magnificent experiences and exciting activities. Most start from and finish at Ushuaia in Argentina. The biggest markets for Antarctic cruises have so far been Germany and the USA, and the proportion of US guests has shown the largest increase over the past couple of years.

Europe cruise In connection with the seasonal transfer of MS Fram in the spring of 2010, the ship sailed empty from Buenos Aires to Las Palmas in the spring, and from Halifax to Buenos Aires in the autumn. Cruises of varying duration to European cities were offered between Las Palmas and Reykjavik for the various Hurtigruten markets. These were well received and repeated in 2011. The vessel wiill also offer a Europe cruise to Las Palmas in the autumn.

Spitsbergen

The company’s operations in Svalbard are run through Spitsbergen Travel AS with subsidiaaries in Longyearbyen. Spitsbergen Travel is Svalbard’s oldest tour operator.

From being a travel agency which organized trips to the mainland for coal miners, Spitsberrgen Travel is now a tour operator which helps its guests to enjoy unique experiences in the high north. As a complete provider, it

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Registration Document makes the dreams of its guests come true. It offers snowcovered glaciers, sunsets over the pack ice, dog-sled driving, kayaking, cave excursions, cross-country skiing and – not least – expedition cruises in fantastic settings.

The company’s core activities are related to hotel and restaurant operation, explorer cruises, and meetings and experiences for the corporate sector. A broad range of tour activities are covered, from one-day outings to longer summer and winter excursions. The business also encompasses Ing G Paulsen AS, a trading company which supplies snowmobiles, equipment and outdoor clothes as well as hiring out equipment. Complete programmes are tailored by Spitsbergen Travel for meetings, courses, conferences and experience trips in Spitsbergen. A large proportion of these experience products are developed in-house, but local sub-contractors are also used.

The summer of 2011 was affected by the cancellation of the whole season for the chartered MS Polar Star vessel. This occurred immediately before the season opened because the owner, Karlsen Shipping, went into liquidation. The cancellation also had consequences for land-based operations in Spitsbergen in the form of fewer cruise nights, but margins for the course and conference product are also under pressure. A larger proportion of the guests come on package tours sold via travel agencies.

Operating revenues for the product area were NOK 138 million, compared with NOK 201 million in 2010. Big changes in the allocation of MS Fram between the explorer products/MS Fram and Spitsbergen product areas mean that these figures are not directly comparable.

The commitment to explorer cruises in Polar waters has become an important business, with a potential for growth and profitability. Hurtigruten is the clear market leader in Svalbard, ranks among the leaders in the Antarctic and, with the introduction of the MS Fram explorer ship, has established a new scale for experience cruises to Greenland. Explorer cruise operations also represent an important element in an optimisation of the company’s product portfolio. Based on an extensive and varied product range, the position as a leader for experience cruises in Polar waters will be further developed towards an active, broad and affluent international public with a generally wider spread of ages than is typical for the traditional Hurtigruten voyages.

The business will be further strengthened through:

 continued development of the existing product portfolio  exploiting opportunities for cross sales between products  an increased marketing commitment, brand-building and strengthening of sales organisation  commitment along the value chain through the development of logistics, destinations and excursions

Other Business Activities related to vessel chartering were classified from 1 January 2010 as a separate product area because the turnover concerned had become substantial during 2009.

A charterparty was entered into in October 2009 for MS Finnmarken to serve as a hotel ship in connection with the Gorgon development off Australia. Running from 18 months from the start-up date of 30 April 2010, this contract terminated on 30 October 2011. MS Finnmarken has subsequently been restored to the Hurtigruten standard and also underwent its 10-year class survey before returning to Hurtigruten Norwegian coast on 16 February 2012.

A provision for loss has been made in relation to outstanding claims against the contractual counterparty related to the charter business. This provision reflects a dispute over parts of the receivables, which has been submitted to arbitration. The NOK 46 million provision represents a precautionary measure, and does not reflect Hurtigruten’s view of the validity of its claim. An EBITDA of NOK 294 million was secured over the whole charter period.

From January 2012 activities related to vessel chartering are not separate product area.

Hurtigruten ASA has pursued substantial activities in the freight and bus transport sectors. These operations are incorporated in the other business product area, which consisted in 2011 of the bus activity as well as chartering out the company’s two remaining fast ferries, MS Fjordkongen and MS Fjorddronningen. These vessels are now laid up in anticipation of a sale. Hurtigruten has a 71.3 per cent interest in AS TIRB, which operates buses through its Cominor AS subsidiary.

At 31 December 2011, the bus business embraced some 300 buses and just over 400 permanent employees. This activity will be substantially reduced by the loss of tenders in the Tromsø area. Properties related to the bus business were sold off during the fourth quarter of 2011.

In addition, Hurtigruten owns a limited portfolio of properties which are partly used by the group and partly leased to external lessees. Other business had operating revenues of NOK 405 million, compared with NOK 416 million in 2010.

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6.1.3 Fleet

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Registratiion Document 7 Organizational structuree

Subsidiaries are all entities (including special purpose entities) over which the group has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one half of the voting rights. Hurtigruten consolidates three special purpose entities in the group accounts. These are Kirberg Shipping KS with 1% owneership, Kystruten KS with 0% ownership and RezCenter OÜ with 0% ownership.

7.1 Description of group that issuer is part of

Hurtigruten ASA is an operational company.

Hurtigruten ASA (the parent company) and its subsidiaries (together the group) are engaged in tourism and transport activities in Norway and abroad. The company’s core business consists of Hurtigrruten service along the Norwegian coast, with daily calls in 34 ports between Bergen and Kirkenes and explorer activity in the Polar regions.

The groupp’s operating segments are organized into the following four product areas: Hurtigruten Norwegian coast, Explorer products, Spitsbergen and Charter. Activities that do not naturaally fall within these four segments are grouped into Other business. These operating segments are reported in the same way as internal reporting to the board of directors and executive management.

The company is a public limited company incorporated and domiciled in Norway, with headquarters at Havnegata 2, Narvik. The group also has offices in Tromsø and Finnsnes, wholly-owned foreign sales companies in Hamburg, London and Paris as well as activities in Longyearbyen. The company is listed on the Oslo Stock Exchange.

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7.2 Issuer dependent upon other entities The parennt company Hurtigruten ASA is dependent upon foreign subsidiaries which represent an important part of the comppany’s sales organization.

In its ongoing business activities, the parent company Hurtigruten ASA assumes a conditional liability through guarantees issued directly to or on behalff of its subsidiaries/associates. The amouunts in the table aboove represent the maximum potential amount of future commitments the company could be obligated to meet under the guarantees. None of these amounts have been recognized on the balance sheet at 31 December 2011.

Liabilities and Secured Debt:

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8 Trend information

Outlook as per Interim report for the first quarter of 2012 Combined with the new public procurement contract from the Norwegian government, increases of about 16 per cent in cruise nights and 22 per cent in prices yielded a satisfactory result for the Norwegian coast business. Hurtigruten’s Hunting the Light winter concept has been a success since its launch in 2007, with strong growth in this season every year except during the financial crisis in 2009. Hurtigruten differs in this area from the rest of the cruise industry, which reduces its prices sharply in order to maintain volume. Product development continues for the other seasons based on experience from the winter season. The Arctic Awakening spring concept has been launched this year on all the ships.

Bookings for the rest of 2012 reflect a more challenging market. Volume is roughly unchanged from 2011, but prices are higher. Germany, which previously contributed the bulk of Hurtigruten’s growth along the Norwegian coast, is delivering a lower volume than last year. The British market shows a strong increase. Booking figures for the past month indicate a more positive trend after a number of measures were initiated around Easter in both Norway and Germany.

Developments in the port-to-port sector remain unsatisfactory, although the number of cruise nights increased by three per cent in the first quarter. Port-to-port traffic correlates closely with operating regularity, which was not good during the quarter. January was particularly weak, since two ships had to be docked because of technical problems. As regularity improved during the quarter, the number of port-to-port cruise nights also rose. Expectations attach to the marketing campaigns which were launched in Norway for the port-to-port market during the spring of 2012. Capacity for port-to-port travel in the summer has also been increased by the introduction of MS Finnmarken.

The board is gratified that it proved possible to put a good long-term financing package in place for Hurtigruten during the first quarter, even though the capital market was difficult. This refinancing marked the termination of the extensive restructuring process initiated in 2008.

Results for the first quarter were in line with the board’s expectations. Market conditions have now become more challenging, but measures have been adopted to reduce the impact of this downturn and to ensure continued growth in the number of cruise nights.

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

Name Position Business address Trygve Hegnar Chair Hurtigruten ASA, Havnegata 2, NO-8500 Narvik Helene Jebsen Anker Deputy Chair Hurtigruten ASA, Havnegata 2, NO-8500 Narvik Petter Stordalen Board member Hurtigruten ASA, Havnegata 2, NO-8500 Narvik Per Helge Isaksen Board member Hurtigruten ASA, Havnegata 2, NO-8500 Narvik Berit Kjøll Board member Hurtigruten ASA, Havnegata 2, NO-8500 Narvik Mai Elmar Board member Hurtigruten ASA, Havnegata 2, NO-8500 Narvik Arve Giske Board member Hurtigruten ASA, Havnegata 2, NO-8500 Narvik Tone Mohn-Haukland Board member Hurtigruten ASA, Havnegata 2, NO-8500 Narvik

Trygve Hegnar, Chair (b 1943) has an MSc in business economics and began his career as a researcher at the Institute of Transport Economics in Oslo while serving as president of the Association of Norwegian Students Abroad (Ansa). He is currently owner and CEO of Hegnar Media AS and editor of both Finansavisen and Kapital. Hegnar has holdings in the media, industry, the travel trade and real property, and has held and holds a number of directorships in the private and public sectors. He was CEO and chair of Kloster Cruise/Norwegian Cruise Line in the 1980s and 1990s, chair of Ullevål Hospital, the Larvik Line ferry operator and the Bennet travel agency chain, as well as a director of Dagbladet and Oslo Sporveier. He is currently chair of Windy Boats, Hotel Vic and Hegnar Hotel (Holmen Fjordhotell) as well as some smaller companies. Hegnar’s interests are concentrated in Periscopus AS, which he chairs and owns with his children. He has written a number of books on economics, transport and art, as well as a biography of Vebjørn Tandberg. Hegnar is a Norwegian citizen and resident in Oslo, Norway. He has no assignments for Hurtigruten ASA other than his board appointment. Shares in Hurtigruten ASA: 118 723 289 owned through the company Periscopus AS.

Helene Jebsen Anker, Deputy Chair (b 1959) holds an MSc in business economics from the Norwegian School of Economics and Business Administration. She began her career with IBM in 1983 before moving to the banking sector in 1986, initially with Bergen Bank AS as office manager in the international division. Jebsen Anker subsequently held various senior executive positions in Bergen Bank and Christiania Bank. She was credit manager in Nordea’s central unit for property finance in Norway until 2009. She is currently a director of Eitzen Chemical ASA, BN Bank ASA, NOS Clearing ASA and Imarex ASA. Jebsen Anker is a Norwegian citizen and resident in Oslo, Norway. She has no assignments for Hurtigruten ASA other than her board appointment. Shares in Hurtigruten ASA: 90 000.

Petter Stordalen, Director (b 1962) is a hotel owner, real estate developer and investor. Stordalen is the owner of Home Invest owning Nordic Chice Hotels, Home Properties and Home Capital. Shares in Hurtigruten ASA: 21 023 693 owned through the company Home Capital.

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Registration Document Per Helge Isaksen, Worker director (b 1955) is a sailor on mv Polarlys. He joined the company in 1982, in the section which was then known as Nord Ferries. Isaksen was previously a member of the corporate assembly and a director of OVDS ASA. He was also a member of the corporate assembly of Hurtigruten ASA following the merger in 2006. Isaksen is resident at Korsnes in Tysfjord local authority. He is a member of the Norwegian Seamens’ Union. Shares in Hurtigruten ASA: 0.

Berit Kjøll, Director (b 1955) has degrees in market economics and tourism, and has taken advanced management programmes (AMP) at Insead and the Harvard Business School. She has broad experience from management of companies in change, with a strong focus on customer/market orientation and profitability. Kjøll has previously been president of Kilroy Travels AS, TusenFryd AS, Flytoget AS and Steen og Strøm ASA, and was most recently divisional vice president of Telenor ASA. She has broad boardroom experience, including with DnB Nor ASA, Avinor, Nortra and SAS AB. She is currently a director of Interoil Exploration & Production ASA, the student board at the Norwegian School of Management and the C Ludens Ringnes Foundation/Victorius Invest AS. Kjøll is a Norwegian citizen and resident in Oslo, Norway. She has no assignments for Hurtigruten ASA other than her board appointment. Shares in Hurtigruten ASA: 100 000.

Mai Elmer, Director (b 1954) has bachelor’s degrees in hotel management as well as public relations and communication, and long professional experience of the hotel sector in Norway and the Netherlands. This includes management of several establishment. Elmar has been executive director of the Rotterdam cruise port for the past decade. In that connection, she holds a number of key posts related to the European cruise industry in general and to Rotterdam in particular. She also has a number of directorships related to the Dutch maritime industry and has served as Norwegian consul in Rotterdam for five years. Elmar is a Norwegian citizen and resident in Rotterdam, the Netherlands. She has no assignments for Hurtigruten ASA other than her board appointment. Shares in Hurtigruten ASA: 0.

Arve Giske, Director (b 1959) has a degree in business from the Norwegian School of Management as well as training as a sommelier, cook and waiter. He has experience from Hotell Continental in Oslo, where he worked in all the restaurants and the kitchens. Giske was also head waiter at Frognerseteren restaurant before becoming manager of Holmen Fjordhotell in 1986. Since 1987, he has also been head of Hegnar Hotell AS. He has held a number of directorships and other honorary posts, including eight years on the board of Norwegian Conference Hotels and four years on the Asker Chamber of Commerce. Giske is a Norwegian citizen and resident in Asker. He has no assignments for Hurtigruten ASA other than her board appointment. Shares in Hurtigruten ASA: 0.

Tone Mohn-Haukland, Worker director (b 1971) graduated as a sommelier from the Culinary Institute of Norway in Stavanger and has a long background from the hotel and restaurant sector in Oslo, Monaco and New York. She has earlier experience from leading sales posts in SAS, Telenor and Engelstad Vin & Brennevin AS. She graduated in boardroom expertise from the Norwegian School of Management. Mohn- Haukland has worked as a tour guide for Hurtigruten since 2004, and with explorer cruises in the Antarctic. She is the chief official of the Norwegian Seamens’ Union on mv Trollfjord. Mohn-Haukland is a Norwegian citizen and resident in Narvik. Shares in Hurtigruten ASA: 0.

Management The key management of Hurtigruten ASA comprises the following:

Name Position Business address Olav Fjell CEO Hurtigruten ASA, Havnegata 2, NO-8500 Narvik Torkild Torkildsen Deputy CEO Hurtigruten ASA, Havnegata 2, NO-8500 Narvik Glen Peter Hartridge Product and revenue director Hurtigruten ASA, Havnegata 2, NO-8500 Narvik Ole Fredrik Hienn Director legal affairs Hurtigruten ASA, Havnegata 2, NO-8500 Narvik Asta Lassesen CFO Hurtigruten ASA, Havnegata 2, NO-8500 Narvik Hans Rood Sales director Hurtigruten ASA, Havnegata 2, NO-8500 Narvik Dag-Arne Wensel Director maritime technical Hurtigruten ASA, Havnegata 2, NO-8500 operations Narvik

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Olav Fjell (b 1951) has been chief executive officer of Hurtigruten ASA since 2007. He has previously been chief executive of Lindorff Group AB, Statoil and Postbanken, executive vice president in DnB and vice president finance for Kongsberg Våpenfabrikk. Fjell has also held a number of directorships, and took an MSc in business economics at the Norwegian School of Economics and Business Administration in 1975. He is a Norwegian citizen and resident in Asker, Norway. Shares in Hurtigruten ASA: 1 119 040 of which 1 068 890 shares are owned through the company Fjellvit AS.

Torkild Torkildsen (b 1953) joined the company in 1977. He has been traffic manager, human resources head, operations manager, vice president local transport, vice president shipping operations and executive vice president operations. As deputy CEO, he has overall responsibility for Hurtigruten’s strategic development, chartering vessels in and out, fleet development, acquisition and disposal of companies, the freight business and work on new tenders. Torkildsen has experience from I M Skaugen/RCCL and NNDC. He has also held a number of directorships and has been a member of the central negotiating committee for inland shipping since 1988. Torkildsen is a Norwegian citizen and resident in Tromsø, Norway. Shares in Hurtigruten ASA: 1 685.

Glen Peter Hartridge (b 1972) joined Hurtigruten in 2007 and was previously a department manager and senior network analyst with Air New Zealand and a stockbroker on the London Stock Exchange for J P Morgan, a global investment bank. He has a Bachelor of Commerce in economics from Otago University and a diploma of tourism (advanced business programme) from the same New Zealand university. Hartridge is a New Zealand citizen and resident in Tromsø, Norway. Shares in Hurtigruten ASA: 0.

Ole Fredrik Hienn (b 1952) was appointed corporate lawyer and vice president legal affairs for the company in 2006, and is now responsible as director legal affairs for coordinating support functions in human resources, HSE, ICT, in-house services and communication. Hienn received a law degree from the University of Bergen in 1980 and has long experience as a commercial lawyer. He has been president of Nikkel and Olivin AS, general manager of Dagbladet Fremover and administration manager at LKAB. He has held a number of directorships. Hienn is a Norwegian citizen and resident in Narvik, Norway. Shares in Hurtigruten ASA: 170 950. –– Asta Lassesen (b 1981) has been with Hurtigruten since 2007, holding such posts as finance manager. She has an MSc in business economics from the Bodø Graduate School of Business, and worked as an auditor at Ernst & Young before joining Hurtigruten. Lassesen is a Norwegian citizen and resident in Tromsø, Norway. Shares in Hurtigruten ASA: 600 000.

Hans Rood (b 1956) has more than 20 years of experience from the international travel trade, and was previously president of Hurtigruten’s US office in New York. He has experience from KLM Royal Dutch Airlines, Royal Caribbean Cruise Lines, Cunard/Seaborn, Holland American and Windstar Cruises. Rood has been an active participant in the development of sales strategies, brand building and international sales methods, and has gained broad recognition in the tourist industry. He has a master’s degree in international relations from the University of Amsterdam and an MBA in tourist marketing from New York University. Rood is a Dutch citizen and resident in Oslo, Norway. Shares in Hurtigruten ASA: 90 000.

Dag-Arne Wensel (b 1969) was appointed as head of procurement at OVDS ASA in 2005 and retained this post after the 2006 merger. He was also appointed to head the establishment of the Global Central reservation service in 2010, which included the creation of Hurtigruten’s international reservation unit in Tallinn. Wensel played a central role in 2006-07 in the ordering and construction of mv Fram. He took an MBA, specialising in financial management and leadership, at the Norwegian School of Economics and Business Administration in 2003, and has also studied at the Norwegian Naval Academy in Horten (1992) and Bergen (1998). His career in the Norwegian Navy lasted for 17 years, and concluded with five years as procurement head/contract negotiator for the defence logistics organisation. Wensel is a Norwegian citizen and resident in Narvik, Norway. Shares in Hurtigruten ASA: 63 650.

9.2 Administrative, management and supervisory bodies conflicts of interest There are no conflicts of interest 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

Hurtigruten ASA had 11 517 shareholders at 31 December 2011, of whom 193 were foreigners. The 20 largest shareholders owned just over 73 per cent of the company’s shares. Hurtigruten’s share capital at 31 December 2011 was NOK 420 259 163 spread over 420 259 163 shares with a nominal value of NOK 1.

The shares are equal in every respect, and all confer the same voting rights. All the shares are issued pursuant to the Norwegian Public Limited Liability Companies Act. Pursuant to the articles of association, the company’s shares are freely negotiable. They are registered in the Norwegian Central Securities Depository (VPS) and listed on the Oslo Stock Exchange with the ticker code HRG. Hurtigruten owns a total of 293 372 of its own shares, each with a nominal value of NOK 1. Their carrying amount at 31 December was NOK 293 372.

Hurtigruten ASA's 20 largest shareholders per 22 May 2012:

Shareholder Share in %

1. PERISCOPUS AS 33,13 2. HEIDENREICH ENTERPRI PARTNERSHIP 17.09 * 3. MP PENSJON 6.90 4. SKAGEN VEKST 5,39 5. HOME CAPITAL AS 5.00 6. NORDKRAFT AS 2.58 7. DAHLE BJØRN 1.69 8. J.M.HANSEN INVEST AS 1.10 9. ODIN MARITIM 0.48 10. NETFONDS LIV 0.40 11. HOLGER INVEST I AS 0.33 12. NARVIK KOMMUNE 0.33 13. SKAGEN VEKST III 0.28 14. FJELLVIT AS 0.25 15. AVANZA BANK AB MEGLERKONTO 0.25 16. TROMS FYLKESKOMMUNE 0.25 17. ALTA INVEST AS 0.24 18. KAI VALLIN KVADE 0.24 19. SPAREBANK1 SR-BANK 0.23 20. STATE STREET BANK 0,22

Hurtigruten ASA's 20 largest shareholders represents 76,30 per cent of the issued shares.

* Heidenreich Enterprise Partnership owns 13,98% and ML Pierce Fenner owns 3,11%

In the event of a possible takeover bid for the company, the guiding principle for the board’s response will be equal treatment of the shareholders.

The articles of association make no provision for defence mechanisms against share purchases, nor have other measures been adopted which restrict the opportunity to buy shares in the company. Nor will the board seek, without particular grounds, to prevent or hamper anyone who wishes to present a bid for the company’s business or shares. Possible use of share issue mandates or the implementation of other measures to prevent or hamper a bid must be approved by the general meeting after the bid has been announced.

In the event of a takeover bid, the board will issue a recommendation with reasons to the shareholders. The board will normally obtain an external valuation from independent experts before recommending whether the shareholders should accept or reject the offer.

Transactions which in reality involve the disposal of the business will be submitted to the corporate assembly for its decision.

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

11.1 Historical Financial Information The consolidated financial statements are prepared in accordance with the Norwegian Accounting Act, International Financial Reporting Standards (IFRS) and interpretations by the International Accounting Standards Board (IASB) which is approved by the European Union (EU). The consolidated financial statements are prepared on a historical cost basis , with the following modifications: financial assets and liabilities (including derivative instrument) at fair value through profit and loss.

Hurtigruten ASA Group's accounting principles are shown in in the Annual Report 2011, note 2, pages 48 – 54, Annual Report 2010, note 2, pages 44 – 50, and the Quarterly Report Q1 2012 note 1, pages 16.

Hurtigruten ASA has chosen to adopt simplified International Financial Reporting Standards (IFRS) in its parent company accounts, pursuant to section 3-9, paragraph 5 of the Norwegian Accounting Act, cf. regulation of 21 January 2008.

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.

For the Company, reference is made to the Company Annual Report 2011, the Company Annual Report 2010 and to the Interim report for the first quarter of 2012

The interim reports are unaudited.

Annual Report Quarterly Report 2011*) 2010 1Q 2012

Hurtigruten ASA Consolidated Consolidated income statement 43 38 8 Consolidated statement of comprehensive income 44 39 9

Consolidated balance sheets 45 40 10 Consolidated cash flow statement 47 42 12

Notes to the consolidated financial statements 48-80 43-81 16-21

Hurtigruten ASA Income statement 81 82 Statement of comprehensive income 81 82 Balance sheets 82 83 Consolidated cash flow statement 84 85

Notes to the financial statements 85-103 86-101

*) including comparative figures for 2010

11.2 Financial statements See section 11.1 Historical Financial Information.

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Registration Document 11.3 Auditing of historical annual financial information

11.3.1 Statement of audited historical financial information The historical financial information for 2010 and 2011 has been audited.

A statement of audited historical financial information for the Company is given in Company Annual Report 2011 page 103 and in the Company Annual Report 2010 page 102.

11.4 Age of latest financial information

11.4.1 Last year of audited financial information The last year of audited financial information is 2011.

11.5 Legal and arbitration proceedings

Charter arbitration case Hurtigruten’s Australian subsidiary Hurtigruten Pty Ltd filed an arbitration case against the other contracting party for outstanding claims in connection with the charter of the MS Finnmarken. The outstanding claim amounts to NOK 360 million. Hurtigruten believes that it has a good case, but, due to the principle of prudence, it has set aside provisions totalling NOK 46 million at 31 December 2011. The provisions have been accounted for as provisions for bad debts under other operating costs (note 12). Operating revenues for the 2011 financial year totalled NOK 667 million (note 6). It is expected that the case will be heard by the arbitration tribunal by the end of 2012. The charter party expired on 30 October 2011.

Legal charges against TIRB and Cominor Legal charges were brought against AS TIRB and its subsidiary Cominor AS by the Troms county council in May 2009. A complaint was filed with the court of conciliation in December 2009. The Troms county council claimed that the companies have overcharged for occasional assistance, and for unforeseen and unplanned driving, for a total amount of NOK 25 million, excluding interest. The Nord Troms District Court delivered its judgment in the case on 4 January 2012 and ordered TIRB and Cominor to pay compensation of NOK 16 million to the Troms county council. The judgment has been appealed to the Court of Appeal. The companies have set aside provisions for losses for only a portion of the judgment, NOK 8 million, since the financial calculations in the judgment are disputed.

ESA – hearing EFTA court At 31 December 2011 Hurtigruten had recognised income of NOK 405 million (NOK 89 million of which was recognised in 2011) under the supplementary agreement, including the effect of reducing the number of ships in the winter from 11 to 10, and received NOK 170 million of this. The government, represented by the Ministry of Transport and Communications, has appealed the ESA’s decision and declared that no portion of the additional compensation represents illegal state aid. Hurtigruten has also appealed. The ESA replied on 15 December 2011 and maintained its assertion that Hurtigruten was overcompensated during the period in question. The government, represented by the Ministry of Transport and Communications, and Hurtigruten do not share the opinion of the ESA, and the issue will be settled by the EFTA court. A hearing in the case has been scheduled for 18 April 2012. Normally it takes up to half a year before a decision is handed down. Due to the principle of prudence, Hurtigruten has set aside provisions totalling NOK 35 million with respect to the supplementary agreement at 31 December 2011. These provisions have been accounted for as a reduction in the contract income and receivables from the government.

In addition to the above conditions 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's financial position or profitability.

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Registration Document 11.6 Significant change in the Group's financial or trading position Hurtigruten ASA has refinanced its debt, and the new loan agreement with the banks is dated 7 March 2012. The agreement for a total of NOK 2.6 billion is with a bank syndicate consisting of eight banks, two of which are foreign banks. The loan has a term of five years with annual installments of NOK 260 million, which will fall due for the first time in September 2012.

The financial covenants are as follows:

 The working capital including unused credit facilities must be positive.  The group must maintain free liquidity of at least NOK 200 million over the term of the loan.  EBITDA must be greater than the group’s annual debt obligation and dividend payments, or the group’s free liquidity including unused credit facilities must be a minimum of NOK 350 million.  An equity ratio of 22.5 per cent from 31 March 2012 to 31 December 2014, inclusive. From 31 December 2014 until the expiration of the agreement term the equity ratio requirement will increase to 25 per cent.

The convertible bond loan issued by Hurtigruten ASA is regarded as equity in relation to the loan agreements. As part of its refinancing Hurtigruten ASA has issued an unsecured bond loan of NOK 500 million. The loan has a term of five years and one month.

The financial covenants are as follows:  The working capital including unused credit facilities must be positive.  The group must maintain free liquidity of at least NOK 200 million over the term of the loan.  Non-current interest-bearing liabilities shall be less than 65 per cent of the total assets until 30 June 2013. This shall be reduced annually by 5 per cent at 1 July 2013. At 1 July 2015 to the expiration of the term of the agreement, non-current interest-bearing liabilities shall be lower than 50 per cent of the totals assets.  EBITDA shall be lower than 6.5 in relation to the interest-bearing liabilities from 31 December 2013, and this shall be reduced by 0.5 annually.

In addition to the above conditions there has been no significant change in the financial or trading position of the Group since the end of the last financial period for which financial information has been published.

12 Documents on display

The following documents (or copies thereof) may be inspected for the life of the Registration document at the headquarter of the Company, Hurtigruten ASA, Havnegata 2, P.O. Box 43, 8501 Narvik:

a) the memorandum and 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 their subsidiary undertakings for each of the two financial years preceding the publication of this Registration Document.

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Registration Document Cross Reference List

Reference in Registration Refers to Details Document 11.1 Historical Financial Annual Report 2011, available at Consolidated profit & loss account page 9 Information http://www.hurtigruten.com/Documents/PDFs/PR_IR/2011/%c3%85rsrapport/ Consolidated statement of comprehensive HRG_ENG_lowres.pdf income page 10 Consolidated balance Sheet pages 11-12 Consolidated statement of cash flow page 13 Notes pages 15-44 Profit & loss account page 9 Statement of comprehensive income page 10 Balance sheet page 11-12 Statement of cashflow page 13 Notes page 15-44

11.1 Historical Financial Annual Report 2010, available at Consolidated profit & loss account page 74 Information http://www.hurtigruten.com/download.aspx?file=/Documents/PDFs/PR_IR/20 Consolidated statement of comprehensive 10/HRG_eng_2010.pdf income page 75 Consolidated balance Sheet page 76-77 Consolidated statement of cash flow page 78 Notes page 80-107 Profit & loss account page 74 Statement of comprehensive income page 75 Balance sheet page 76-77 Statement of cashflow page 78 Notes page 80-107 11.1 Historical Financial Interim report for 1 Q 2012, available at Information http://www.hurtigruten.com/Documents/PDFs/PR_IR/2012/HRG%20Interimre port%20Q1%202012.pdf

11.3.1 Statement of audited Annual Report 2011, available at Auditors report page 103 historical financial information http://www.hurtigruten.com/Documents/PDFs/PR_IR/2011/%c3%85rsrapport/ HRG_ENG_lowres.pdf

Annual Report 2010, available at Auditors report page 102 http://www.hurtigruten.com/download.aspx?file=/Documents/PDFs/PR_IR/20 10/HRG_eng_2010.pdf

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Registration Document Joint Lead Manager’s disclaimer

Danske Markets, DNB Markets, DVB Bank SE / Fearnley Fonds ASA, Nordea Markets, Sparebank 1 Markets & Swedbank First Securities (together the "Joint Lead Managers") have assisted the Company in preparing this 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 expressively 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 bonds issued by Hurtigruten ASA or their distribution. The statements made in this paragraph are without prejudice to the responsibility of the Company. 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.

Oslo (Norway), 1 June 2012

Danske Markets, DNB Markets, DVB Bank SE / Fearnley Fonds ASA, Nordea Markets, Sparebank 1 Markets & Swedbank First Securities

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Registratiion Document Articles of Association Hurtigruten ASA

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Registratiion Document

33 of 33

Prospectus

Securities Note

for

FRN Hurtigruten ASA Senior Unsecured Bond Issue 2012/2017

Narvik/Oslo, 1 June 2012

Joint Lead Managers:

Danske Markets, DNB Markets, DVB Bank SE / Fearnley Fonds ASA, Nordea Markets, Sparebank 1 Markets & Swedbank First Securities

Securities Note - FRN Hurtigruten ASA Senior Unsecured Bond Issue 2012/2017

ISIN NO 0010638133

Important information*

The Securities Note has been prepared in connection with listing of the securities at Oslo Børs. Norwegian FSA has controlled and approved the Securities Note pursuant to Section 7-7 of the Norwegian Securities Trading Act. New information that is significant for the Borrower or its subsidiaries may be disclosed after the Securities Note has been made public, but prior to the expiry of the subscription period. Such information will be published as a supplement to the Securities Note pursuant to Section 7-15 of the Norwegian Securities Trading Act. On no account must the publication or the disclosure of the Securities Note give the impression that the information herein is complete or correct on a given date after the date on the Securities Note, or that the business activities of the Borrower or its subsidiaries may not have been changed.

Only the Borrower and the Joint Lead Managers are entitled to procure information about conditions described in the Securities Note. Information procured by any other person is of no relevance in relation to the Securities Note and cannot be relied on.

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

In certain jurisdictions, the distribution of the Securities Note may be limited by law, for example in the United States of America or in the United Kingdom. Verification and approval of the Securities Note by Norwegian FSA implies that the Note may be used in any EEA country. No other measures have been taken to obtain authorisation to distribute the Securities Note in any jurisdiction where such action is required. Persons that receive the Securities Note are ordered by the Borrower and the Manager to obtain information on and comply with such restrictions.

This Securities Note is not an offer to sell or a request to buy bonds.

The Securities Note together with the Registration Document dated 1 June 2012 constitutes the Prospectus.

The content of the Securities Note does not constitute legal, financial or tax advice and bond owners should seek legal, financial and/or tax advice.

Contact the Borrower or the Joint Lead Managers to receive copies of the Securities Note.

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

The Bonds may not be a suitable investment for all investors. Each potential investor in the Bonds must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:

(i) have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits and risks of investing in the Bonds and the information contained or incorporated by reference in this Securities Note and/or Registration Document or any applicable supplement;

(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Bonds and the impact the Bonds will have on its overall investment portfolio;

(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Bonds, including where the currency for principal or interest payments is different from the potential investor’s currency;

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

(v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

*The capitalised words in the section "Important Information" are defined in Chapter 3: "Detailed information about the securities".

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Index:

1 Risk Factors ...... 4 2 Persons Responsible ...... 5 3 Detailed information about the securities ...... 6 4 Additional Information ...... 16 5 Appendix: Bond Agreement ...... 17

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1 Risk Factors

The Issuer believes that the factors described below represent the principal market risks inherent in investing in the Loan. Prospective investors should also read the detailed information set out in the Registration Document dated 1 June 2012 and reach their own views prior to making any investment decision.

Risk related to the market in general

All investments in interest bearing securities have risk associated with such investment. The risk is related to the general volatility in the market for such securities, varying liquidity in a single bond issue as well as company specific risk factors. There are four main risk factors that sums up the investors total risk exposure when investing in interest bearing securities: liquidity risk, interest rate risk, settlement risk and market risk (both in general and issuer specific).

Liquidity risk is the risk that a party interested in trading bonds in the Loan cannot do it because nobody in the market wants to trade the bonds. Missing demand of the bonds may incur a loss on the bondholder.

Interest rate risk is the risk borne by the Loan due to variability of the NIBOR interest rate. The coupon payments, which depend on the NIBOR interest rate and the Margin, will vary in accordance with the variability of the NIBOR interest rate. The interest rate risk related to this bond issue will be limited, since the coupon rate will be adjusted quarterly according to the change in the reference interest rate (NIBOR 3 months) over the 5 year tenor. The primary price risk for a floating rate bond issue will be related to the market view of the correct trading level for the credit spread related to the bond issue at a certain time during the tenor, compared with the credit margin the bond issue is carrying. A possible increase in the credit spread trading level relative to the coupon defined credit margin may relate to general changes in the market conditions and/or Issuer specific circumstances. However, under normal market circumstances the anticipated tradable credit spread will fall as the duration of the bond issue becomes shorter. In general, the price of bonds will fall when the credit spread in the market increases, and conversely the bond price will increase when the market spread decreases.

Settlement risk is the risk that the settlement of bonds in the Loan does not take place as agreed. The settlement risk consists of the failure to pay or the failure to deliver the bonds.

Market risk is the risk that the value of the Loan will decrease due to the change in value of the market risk factors. The price of a single bond issue will fluctuate in accordance with the interest rate and credit markets in general, the market view of the credit risk of that particular bond issue, and the liquidity of this bond issue in the market. In spite of an underlying positive development in the Issuers business activities, the price of a bond may fall independent of this fact. Bond issues with a relatively short tenor and a floating rate coupon rate do however in general carry a lower price risk compared to loans with a longer tenor and/or with a fixed coupon rate.

No market-maker agreement is entered into in relation to this bond issue, and the liquidity of bonds will at all times depend on the market participants view of the credit quality of the Issuer as well as established and available credit lines.

Risks related to Bonds in general

Set out below is a brief description of certain risks relating to the Bonds generally:

Modification and Waiver The conditions of the Bonds contain provisions for calling meetings of bondholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all bondholders including bondholders who did not attend and vote at the relevant meeting and bondholders who voted in a manner contrary to the majority.

The conditions of the Bonds also provide that the Trustee may, without the consent of bondholders, agree to (i) any modification of, or to the waiver or authorisation of any breach or proposed breach of, any of the provisions of Bonds or (ii) determine without the consent of the bondholders that any event of default or potential event of default shall not be treated as such.

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2 Persons Responsible

2.1 Persons responsible for the information Persons responsible for the information given in the Securities Note are: Hurtigruten ASA, Havnegata 2, Postboks 43, N-8501 Narvik

2.2 Declaration by persons responsible Responsiblilty statement: This prospectus has been prepared by Hurtigruten ASA in connection with the Bond Issue and an investment therein. Hurtigruten ASA confirms, taken all reasonable care to ensure that such is the case, that the information contained in the Prospectus is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import.

Narvik (Norway), 1 June 2012

Hurtigruten ASA

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3 Detailed information about the securities

ISIN code: NO 0010638133

The Loan/The Reference Name/The Bonds: "FRN Hurtigruten ASA Senior Unsecured Bond Issue 2012/2017”.

Borrower/Issuer: Hurtigruten ASA, norwegian enterprise no. 914 904 633

Security Type: Bond issue with floating rate.

Borrowing Limit – Tap Issue: NOK 500,000,000

Borrowing Amount/First Tranche: NOK 500,000,000

Denomination – Each Bond: NOK 500,000 - each and among themselves pari passu ranking.

Securities Form: The Bonds are electronic registered in book-entry form with the Securities Depository.

Disbursement/Settlement/Issue Date: 20 March 2012.

Interest Bearing From and Including: Disbursement/Settlement/Issue Date.

Interest Bearing To: Maturity.

Maturity: 20 April 2017.

NIBOR1: NIBOR 3 months, except for the first interest period from and including Issue Date to but excluding the Interest Payment Date falling on 20 July 2012 for which the applicable rate shall be 4 months NIBOR.

Margin: 7.00 % p.a.

Coupon Rate: NIBOR + Margin.

Day Count Fraction - Coupon: Act/360 – in arrears.

Business Day Convention: Modified following. If the Interest Payment Date is not a Business Day, the Interest Payment Date shall be postponed to the next Business Day. However, if this day falls in the following calendar month, the Interest Payment Date is moved to the first Business Day preceding the original date.

Interest Rate Determination Date: 16 March 2012, and thereafter two Business Days prior to each Interest Rate Adjustment Day.

Interest Rate Adjustment Date: With effect from Interest Payment Date.

Interest Payment Date: 20 January, 20 April, 20 July and 20 October in each year. The first being 20 July 2012.

#Days first term: 122 days.

Issue Price: 100 % (par value).

Yield: Dependent on the market price. Yield for the first Interest Period (20 March 2012 – 20 July 2012) is set at 9.74 % p.a. assuming a price of 100 %.

1 See also; ”NIBOR-definition” and "NIBOR-reference Banks"

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Business Day: A day when the Norwegian Central Bank's Settlement System is open and when Norwegian banks can settle foreign currency transactions.

Put options: Upon the occurrence of a Change of Control Event or a Loss of Government Contract Event each Bondholder shall have a right of pre-payment (a “Put Option”) of its Bonds at a price of 100 % of par plus accrued interest.

The Put Option must be exercised within 60 calendar days after the Issuer has given notification to the Bond Trustee and the Bondholders of a Change of Control Event or a Loss of Government Contract Event. Such notification shall be given as soon as possible after a Change of Control Event or Loss of Government Contract Event has taken place.

The Put Option may be exercised by the Bondholders by giving written notice of the request to its Account Manager. The Account Manager shall notify the Paying Agent of the pre-payment request. The settlement date of the Put Option shall be fifteen – 15 – Business Days following the date when the Paying Agent received the repayment request.

On the settlement date of the Put Option, the Issuer shall pay to each of the Bondholders holding Bonds to be pre-paid, the principal amount of each such Bond and any unpaid interest accrued up to (but not including) the settlement date.

Change of Control Event: Means that any person or group (as such term is defined in the Norwegian Limited Liability Companies Act § 1-3), other than Periscopus AS and/or Heidenreich Enterprise L.P. and/or any of their subsidiaries, becomes the owner, directly or indirectly, of more than 50 % of the outstanding voting shares of the Issuer.

Loss of Government Contract Event: Means (i) a cancellation of the Government Contract (or any amendments or changes to the Government Contract with a similar effect); or (ii) any amendments or changes to the Government Contract that will have a Material Adverse Effect.

Amortisation: The bonds will run without installments and be repaid in full at Maturity at par.

Redemption: Matured interest and matured principal will be credited each Bondholder directly from the Securities Registry. Claims for interest and principal shall be limited in time pursuant the Norwegian Act relating to the Limitation Period Claims of May 18 1979 no 18, p.t. 3 years for interest rates and 10 years for principal.

Status of the Loan: The Bonds shall be senior debt of the Issuer. The Bonds shall rank at least pari passu with all other obligations of the Issuer (save for such claims which are preferred by bankruptcy, insolvency, liquidation or other similar laws of general application) and shall rank ahead of subordinated debt.

The Bonds, including accrued but unpaid interest and expenses, shall be unsecured.

Finance Documents: Means (i) the Bond Agreement, (ii) the agreement between the Bond Trustee and the Issuer referred to in Clause 14.2, (iii) if relevant, the Escrow Agreement (including any notices, acknowledgements and other ancillary documentation relating thereto), and (iv) any other document (whether creating a security interest or not) which is executed at any time by the Issuer or any other party in relation to any amount payable under the Bond Agreement.

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Undertakings: During the term of the Loan the Issuer shall (unless the Trustee or the Bondholders’ meeting, as the case may be, in writing has agreed to otherwise) comply with the following, including but not limited to:

General Covenants

Mergers: The Issuer shall not, and shall ensure that no Group Company shall, carry out any merger or other business combination or corporate reorganization involving consolidating the assets and obligations of the Issuer or any of the Group Companies with any other companies or entities if such transaction would have a Material Adverse Effect. The Issuer shall notify the Bond Trustee of any such transaction, providing relevant details thereof, as well as, if applicable, its reason for believing that the proposed transaction would not have a Material Adverse Effect.

De-mergers: The Issuer shall not, and shall ensure that no Group Company shall, carry out any de-merger or other corporate reorganization involving splitting the Issuer or any Group Company into two or more separate companies or entities, if such transaction would have a Material Adverse Effect. The issuer shall notify the Bond Trustee of any such transaction, providing relevant details thereof, as well as, if applicable, its reasons for believing that the proposed transaction would not have a Material Adverse Effect.

Continuation of business: The Issuer shall not cease to carry on its business, and shall ensure that each of the Group Companies shall not cease to carry out its business if such cessation by any Group Company would have a Material Adverse Effect.

The Issuer shall procure that no material change is made to the general nature or scope of the business of the Group from that carried on at the date of the Bond Agreement, or as contemplated by the Bond Agreement.

Disposal of business: The Issuer shall procure that no Group Company shall sell or otherwise dispose of all or a substantial part of the Group’s assets or operations to any person not being a member of the Group, unless (i) the transaction is carried out at fair market value, on terms and conditions customary for such transactions; and (ii) such transaction does not have a Material Adverse Effect.

Negative pledge: The Issuer shall not, and shall ensure that no Group Company will, create, permit to subsist or allow to exist any mortgage, pledge, lien or any other encumbrance over any of its present or future respective assets (including, but not limited to, the shares in any Subsidiaries and/or Vessels) or its revenues, other than the encumbrances granted to secure any of the following:

(i) the Senior Debt Facilities; (ii) any derivative transaction related to the Groups hedging policy; (iii) obligations incurred by any Group Company in the ordinary course of business for working capital purposes and as part of the daily operations of such subsidiary; (iv) loans from a Group Company to the Issuer or another Group Company; (v) any recourse liability incurred by any Group Company in the ordinary course of business to any

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financial institution in respect of bid or performance bonds, guarantees or letters of credit issued by such financial institution as security for the performance of the Vessels or for any tenders for employment of such units; (vi) any lien arising by operation of law; and (vii) obligations incurred by the Group (not covered by (i) through (vi) above) that in total do not exceed NOK 10 million for the Group in aggregate.

Financial indebtedness restrictions: The Issuer shall procure that no Group Company incurs, creates or permits to subsist any financial indebtedness (including guarantees), other than:

(i) the Senior Debt Facilities and any other indebtedness secured by a Vessel existing at the time of issuance of this Bond Issue; (ii) this Bond Issue; (iii) any unsecured financial indebtedness with the Issuer as borrower and with a maturity after the Bond Issue; (iv) any guarantees in favour of this Loan, if at an time applicable. (v) any intra-group loans granted by any member of the Group and guarantees securing any such loans; (vi) under any derivative transactions related to the Group’s hedging policy; (vii) obligations incurred by any Group Company in the ordinary course of business for working capital purposes and as part of the daily operations; (viii) any recourse liability incurred by any Group Company in the ordinary course of business to any financial institution in respect of bid or performance bonds, guarantees or letters of credit issued by such financial institution as security for the performance of the Vessels or for any tenders for employment of such units; (ix) any Financial Support permitted pursuant to paragraph (Financial Support restrictions) below; and (x) obligations incurred by the Group (not covered by (i) through (ix) above) that in total do not exceed NOK 10 million for the Group in aggregate.

Financial support restrictions: The issuer shall ensure that no Group Company shall grant any loans, give any guarantees or otherwise voluntarily assume any financial liability (whether actual or contingent) (“Financial Support”), to or for the benefit of any third party (not being a member og the Group), other than any Financial Support made, granted or given (i) in the ordinary course of its business and (ii) in relation to what is permitted under (Financial indebtedness restriction), (i) – (viii) and (x), above.

Events of Default: The Bond Agreement includes standard event of default provisions, as well as cross default provisions for any Group Company on any financial indebtedness of NOK 10 million, or the equivalent thereof in other currencies.

For further information see the Bond Agreement, clause 15.

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Reporting: Without being requested to do so, produce Financial Statements annually and Quarterly Financial Report quarterly and make them available on its website in the English language (alternatively by sending them to the Bond Trustee) as soon as they become available, and not later than 120 days after the end of the financial year and 60 days after the end of the second quarter (or, if quarterly reporting, the end of the relevant quarter).

Dividend restrictions: The Issuer shall not declare or make any dividend payments or other distributions or loans to its shareholders - whether in cash or in kind - including without limitation through repurchase of shares any total return swaps or instruments with similar effect and reductions in its share capital or equity (but always distributions of bonus shares not affecting its equity).

Arm's length transaction: The Issuer shall not engage in, or permit any member of the Group to engage in, directly or indirectly, any transaction with any related party (without limitation, the purchase, sale or exchange of assets or the rendering of any service), except in the ordinary course of business and pursuant to the reasonable requirement of the Issuer's or such member of the Group's business and upon fair and reasonable terms that are no less favorable to the Issuer or such member of the Group, as the case may be, than those which might be obtained in an arm's length transaction at the time.

Listing: The Issuer shall maintain listing of its shares on Oslo Stock Exchange.

Financial Covenants The Issuer, on a consolidated basis, undertakes to comply with the following financial covenants during the term of the bonds.

(i) Maximum senior debt facilities ratio: The Issuer shall procure that the ratio of Senior Debt Facilities to Total Assets (on a book value basis) until and including 30 June 2013 shall be lower than 65% and that the maximum ratio from and including 1 July 2013 shall be reduced by 5% yearly. From and including 1 July 2015 and until Final Maturity Date the maximum ratio shall be lower than 50%.

(ii) Maximum leverage ratio: The Issuer shall procure that the ratio of Interest Bearing Debt to Consolidated EBITDA from and including 31 December 2012 shall be lower than 6.5 x and that the maximum ratio from and including 31 December 2013 shall be reduced by 0.5x each year (i.e. from and including 31 December 2016 shall be lower than 4.5x).

(iii) Minimum liquidity: The Issuer shall procure that the Cash and Cash Equivalents of the Group shall at no times be less than NOK 200,000,000;

(iv) Minimum working capital: The Issuer shall procure that the sum of:

(i) Consolidated Current Assets; and

(ii) available and unused commitments under any credit lines (with a term to final maturity in excess of six (6) months) available to the Issuer,

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shall not on the last day of each Measurement Period be less than the amount of the Consolidated Current Liabilities.

Definitions:

“Approved Accounting Principles” means IFRS. In the event that the Approved Accounting Principles are amended in any material respect the Issuer and the Trustee shall, if necessary, amend the Financial Covenants in order to arrive at the same financial tests as would have been applicable before the amendments to the Approved Accounting Principles.

“Cash and cash equivalents” means, at any time:

(i) cash in hand or on deposit with any acceptable bank; or

(ii) certificates of deposit or marketable debt securities, maturing within one year after the relevant date of calculation, issued by an acceptable bank;

in each case, to which the Issuer or any of its subsidiaries is beneficially entitled at that time and which is not subject to any lien, encumbrance or other security interest. An acceptable bank for this purpose is a commercial bank which has a short-term debt rating of at least A-1 by Standard & Poor’s Ratings Services or at least P-1 by Moody’s Investor Services.

“Consolidated Current Assets” means the aggregate value of the Group's (on a consolidated basis) assets, which are treated as current assets in accordance with the Approved Accounting Principles.

“Consolidated Current Liabilities” means the aggregate amount of the Group’s (on a consolidated basis) liabilities, which are treated as current liabilities in accordance with the Approved Accounting Principles but excluding Short Term Portion of Long Term Debt.

“Consolidated EBITDA” means (for each Measurement Period) the Group’s consolidated net income from its operations before net interest expense, income tax expense, depreciation and amortization expense, minority interest and gains or losses arising from prepayment of debt and disposal of assets.

“Encumbrance” means any encumbrance, mortgage, pledge, lien, charge (whether fixed or floating), assignment by way of security, finance lease, sale and repurchase or sale and leaseback arrangement, sale of receivables on a recourse basis or security interest or any other agreement or arrangement having the effect of conferring security.

“Escrow Account” means an account in the name of the Issuer, established in connection with the Bonds, blocked and pledged on first priority in favour of the Bond Trustee, on behalf of the Bondholders, where the Escrow Bank has waived any set-off rights.

“Government contract” means the contract dated 13 April 2011 for central procurement of sea transport services and a license to operate regular transport services between Bergen and Kirkenes in Norway for the period between 1 January 2012 and 31 December 2019 entered into between the Norwegian Ministry of Transport and Communications and the Issuer.

“Group” means the Issuer and its Subsidiaries from time to time, and a “Group Company” means the Issuer or any of its

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Subsidiaries from time to time.

“Interest Bearing Debt” means the aggregate interest bearing debt (on a consolidated basis) in accordance with Approved Accounting Principles.

“Material Adverse Effect” means a material adverse effect on: (a) the business, financial condition or operations of the Issuer and/or the Group taken as a whole, (b) the Issuer’s ability to perform and comply with its obligations under this Bond Agreement; or (c) the validity or enforceability of this Bond Agreement and, if relevant, the Escrow Agreement.

“Measurement Period” means a period of 12 months ending on the last day of a financial quarter, a financial half year or a financial year of the Borrower.

“Senior Debt Facilities” means any existing and future senior secured debt (including interest, default interest, guarantees, costs, expenses and hedging/swap liabilities related to such facilities) obtained by the Group.

“Short Term Portion of Long Term Debt” means the aggregate amount of such portion of the Group's (on a consolidated basis) long-term debt (which is treated as long term debt in accordance with the Approved Accounting Principles), which falls due within the next 12 calendar months after the end of the relevant Measurement Period.

“Subsidiary” means an entity over which another entity or person has a determining influence due to (i) direct and indirect ownership of shares or other ownership interests, and/or (ii) agreement, understanding or other arrangement. An entity shall always be considered to be the subsidiary of another entity or person if such entity or person has such number of shares or ownership interests so as to represent the majority of the votes in the entity, or has the right to vote in or vote out a majority of the directors in the entity.

“Total Assets” means, at the date of calculation (on a consolidated basis), the aggregate book value of those of the Group's assets, which, according to the Approved Accounting Principles, shall be included as assets in a balance sheet.

“Vessels” means the vessels currently owned partly or wholly by any member of the Group as well as any additional vessels obtained by the Group (each a “Vessel”).

Listing: At Oslo Børs.

An application for listing will be sent after the Disbursement Date and as soon as possible after the Prospectus has been approved by Norwegian FSA.

The Prospectus will be published in Norway.

Purpose: The net proceeds of the Bonds shall be employed for refinancing of existing indebtedness and for general corporate purposes.

NIBOR-definition: The rate for an interest period will be the rate for deposits in Norwegian Kroner for a period as defined under NIBOR which appears on the Reuters Screen NIBR Page as of 12.00 noon, Oslo time, on the day that is two Business Days preceding that Interest Payment Date. If such rate does not appear on the Reuters Screen NIBR Page, the rate for that Interest Payment Date will be determined as if the NIBOR is “NIBOR Reference Rate” as the applicable floating rate option.

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NIBOR Reference Rate: The rate for an interest period will be determined on the basis of the rates at which deposits in Norwegian Kroner are offered by four large authorized exchange banks in the Oslo market (the “Reference Banks”) at approximately 12.00 noon, Oslo time, on the day that is two Business Days preceding that Interest Payment Date to prime banks in the Oslo interbank market for a period as defined under NIBOR commencing on that Interest Payment Date and in a representative amount. The Bond Trustee will request the principal Oslo office of each Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for that Interest Payment Date shall be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that Interest Payment Date will be the arithmetic mean of the rates quoted by major banks in Oslo, selected by the Bond Trustee, at approximately 12.00 noon, Oslo time, on that Interest Payment Date for loans in Norwegian Kroner to leading European banks for a period as defined under Bond Reference Rate commencing on that Interest Payment Date and in a representative amount.

Approvals: The Bonds will be issued in accordance with the Management's Board approval dated 1 March 2012.

The Prospectus will be sent Norwegian FSA for control and approval and Oslo Børs ASA in relation to a listing application of the Loan.

Bond Agreement: The Bond Agreement has been entered into between the Borrower and the Bond Trustee. The Bond Agreement regulates the Bondholder’s rights and obligations in relations with the issue. The Bond Trustee enters into this agreement on behalf of the Bondholders and is granted authority to act on behalf of the Bondholders to the extent provided for in the Bond Agreement. When bonds are subscribed / purchased, the Bondholder has accepted the Bond Agreement and is bound by the terms of the Bond Agreement.

The Bond Agreement is attached to The Securities Note and also available through the Joint Lead Managers or from the Borrower.

Bondholders’ meeting: At the Bondholders’ meeting each Bondholder has one vote for each bond he owns.

In order to form a quorum, at least half (1/2) of the votes at the Bondholders' meeting must be represented. See also Clause 16.4 in the Bond Agreement.

Resolutions shall be passed by simple majority of the votes at the Bondholders' Meeting, unless otherwise set forth in clause 16.3.5 in the Bond Agreement. In the following matters, a majority of at least 2/3 of the votes is required: a) amendment of the terms of the Bond Agreement regarding the interest rate, the tenor, redemption price and other terms and conditions affecting the cash flow of the bonds; b) transfer of rights and obligations of the Bond Agreement to another issuer, or c) change of Bond Trustee.

(For more details, see also Bond Agreement clause 16)

Availability of the Documentation: www.hurtigruten.com

Bond Trustee: Norsk Tillitsmann ASA, P.O. Box 1470 Vika, 0116 Oslo, Norway.

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The Bond Trustee shall monitor the compliance by the Issuer of its obligations under the Bond Agreement and applicable laws and regulations which are relevant to the terms of the Bond Agreement, including supervision of timely and correct payment of principal or interest, inform the Bondholders, the Paying Agent and the Exchange of relevant information which is obtained and received in its capacity as Bond Trustee (however, this shall not restrict the Bond Trustee from discussing matters of confidentiality with the Issuer), arrange Bondholders’ meetings, and make the decisions and implement the measures resolved pursuant to the Bond Agreement. The Bond Trustee is not obligated to assess the Issuer’s financial situation beyond what is directly set forth in the Bond Agreement.

(For more details, see also Bond Agreement clause 17)

Managers: Danske Markets , Stortingsgaten 6, 0161 Oslo, Norway DNB Markets, Stranden 21, NO-0021 Oslo, Norway, DVB Bank SE, Park House, 16-18 Finsbury Circus, London EC2M 7EB, United Kingdom / Fearnley Fonds ASA, Grev Wedels Plass 9, P.O. Box 1158, NO-0107 Oslo, Norway, Nordea Markets, Middelthunsgt. 17, P.O. Box 1166 Sentrum, NO-0107 Oslo, Norway, SpareBank 1 Markets, Olav V’s gate 5, 0161 Oslo, Norway, and Swedbank First Securities, P.O. Box 1441 Vika, N-0115 Oslo, Norway.

Paying Agent: DNB Bank ASA, Verdipapirservice, Stranden 21, N-0021 Oslo, Norway.

Calculation Agent: Bond Trustee.

Securities Depository: The Securities depository in which the Loan is registered, in accordance with the Norwegian Act of 2002 no. 64 regarding Securities depository.

On Disbursement Date the Securities Depository is Verdipapirregisteret (“VPS”), Postboks 4, 0051 OSLO.

Eligible purchasers: The Bonds are not offered to and may not be subscribed by investors located in the United States except for “Qualified Institutional Buyers” (QIBs) within the meaning of Rule 144A under the US Securities Act. In addition to the subscription agreement each initial purchaser will be required to execute and each US investor that wishes to purchase Bonds, will be required to execute and deliver to the Issuer a certification in a form determined by the Issuer, stating, among other things, that the purchaser is a QIB. The Bonds may not be purchased by, or for the benefit of, persons resident in Canada.

Nordea is not registered with the U.S. Securities and Exchange Commission as a U.S. registered broker-dealer and will not participate in the offer or sale of the Bonds within the United States.

Transfer restrictions: Bondholders located in the United States are not permitted to transfer the Bond except (a) subject to an effective registration statement under the US Securities Act, (b) to a person that the Bondholder reasonably believes is a QIB within the meaning of Rule 144A that is purchasing for its own account, or the account of another QIB, to whom notice is given that the resale, pledge or other transfer may be made in reliance on Rule 144A, (c) outside the United States in accordance with Regulation S under the US Securities Act, and (d) pursuant to an exemption from registration under the US Securities Act provided by Rule 144 there under (if

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available). The Bonds may not, subject to applicable Canadian laws, be traded in Canada for a period of four months and a day from the date the Bonds were originally issued.

Market-Making: There is no market-making agreement entered into in connection with the Loan.

Reuters: Financial information electronically transmitted by the news agency Reuters Norge AS.

Prospectus: The Securities Note dated 1 June 2012 together with the Registration Document constitutes the Prospectus.

Prospectus and listing fees: Prospectus fee Registration Document NOK 50.000 Prospectus fee Securitites Note NOK 13.000

Listing fee 2012: NOK 13.418

Legislation under which the Securities have been created: Norwegian law.

Fees and Expenses: The Borrower shall pay any stamp duty and other public fees in connection with the loan. Any public fees or taxes on sales of Bonds in the secondary market shall be paid by the Bondholders, unless otherwise decided by law or regulation. The Borrower is responsible for withholding any withholding tax imposed by Norwegian law.

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4 Additional Information

The involved persons in Hurtigruten ASA have no interest, nor conflicting interests that are material to the Loan.

Hurtigruten ASA has mandated Danske Markets, DNB Markets, DVB Bank SE / Fearnley Fonds ASA, Nordea Markets, Sparebank 1 Markets, and Swedbank First Securities as Joint Lead Managers for the issuance of the Loan. The Joint Lead Managers have acted as advisor to Hurtigruten ASA in relation to the pricing of the Loan.

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 Securities Note, 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 Borrower in private and/or public placement and/or resale not publicly available or commonly known.

Statement from the Joint Lead Managers: Danske Markets, DNB Markets, DVB Bank SE / Fearnley Fonds ASA, Nordea Markets, Sparebank 1 Markets, and Swedbank First Securities have assisted the Borrower in preparing the Prospectus. 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 expressively disclaims any legal or financial liability as to the accuracy or completeness of the information contained in this Prospectus or any other information supplied in connection with bonds issued by Hurtigruten ASA or their distribution. The statements made in this paragraph are without prejudice to the responsibility of the Borrower. Each person receiving this Prospectus acknowledges that such person has not relied on the Joint Lead Managers nor on any person affiliated with it in connection with its investigation of the accuracy of such information or its investment decision.

Oslo, 1 June 2012

Danske Markets, DNB Markets, DVB Bank SE / Fearnley Fonds ASA, Nordea Markets, SpareBank 1 Markets, and Swedbank First Securities

Listing of the Loan: The Prospectus will be published in Norway.

An application for listing at Oslo Børs will be sent as soon as possible after the Issue Date. Each bond is negotiable.

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5 Appendix: Bond Agreement

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