Listing Prospectus

Posten Norge AS

Registration Document

Joint bookrunners

Oslo, 14 April 2008

1 av 29 Important information

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

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

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

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

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

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

2 av 29 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 ...... 16 8. Trend information...... 17 9. Administrative, management and supervisory bodies ...... 19 10. Major shareholders ...... 23 11. Financial information concerning the issuer's assets and liabilities, financial position and profits and losses...... 24 12. Documents on display ...... 26 Cross Reference List ...... 27 Posten Norge AS memorandum and articles of association ...... 28

3 av 29 1. Risk factors

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

Market and competitive situation Great focus is placed on maintaining a good return on equity over time. A likely negative growth in prioritised letters (A-mail) and liberalisation in the mail segment are challenging. A small number of large customers generate a considerable share of both revenues and returns for Posten Norge.

The number of administrative letters will continue to decline as a result of substitution. The margins are low in the area of unaddressed direct mail segment, and the competition is fierce Addressed direct mail are more likely to grow than the unaddressed mail, and focus is put on product development. Growth potentials in the Nordic market are strategically positioned by CityMail in Sweden and Denmark.

The market share in parcel distribution is under pressure. Competitors have improved their network systems and market positions regarding the B2B and B2C distribution. A key reason for this development is that 20% of the parcel volumes are imported to Norway, and Posten Norge wants to strengthen its position in the cross border flow. Posten is alert to global players who are strengthening their efforts to obtain a position in the parcel distribution.

In order to succeed, the three main business segments continue to develop the company as a Nordic player. While Posten Norge is focused on increasing the market share within general cargo and parcel/express distribution, competitors are also positioning themselves into these product segments. Posten Norge is in a good position for growth due to its broad range of logistics services (“one-stop-shopping”) and a strong expertise in IT.

Liberalisation and regulatory framework The new Postal Directive will bring the letter monopoly to an end in Europe from 2011 (or no later than 2013). In Sweden, Finland, Estonia, Great Britain, and Germany the letter monopoly is already abolished. The existing liberalisation of mail letters above 50 grams, and in some countries regional distribution, has resulted in an attractive market. In countries such as the Netherlands, France and Spain, new postal players have been established and they are positioning themselves until the liberalisation takes effect in 2011 at the latest. Several countries will speed up liberalisation and the Netherlands may liberalise in 2008. Liberalisation of the Postal markets will lead to a more open market and sharpen the competition.

Posten Norge has recommended a restructuring of the postal network and the Ministry of Transport and Communications is backing this recommendation. The final political resolution will take place when the Parliament makes a decision on this matter, expectedly in early May. If Parliament rejects the restructuring plan, Posten Norge will claim governmental compensation for non- profitable service obligations.

Posten Norge has a so called universal service obligation (USO), i.e. an obligation specified in its license to provide certain services with a specified quality throughout the country. A part of the USO is unprofitable to Norway Post. The loss, or “extra cost” is covered by monopoly profit, if any, and if the monopoly profit is not sufficient, by a purchase from the state. As the purchase from the state is subject to ordinary budgetary considerations, there is a risk that the extra costs that arise from the USO are not fully covered by monopoly profit and the state. Posten Norge is subject to price-regulation, whereby prices for priority letters within the reserved area, is to be approved by the Ministry of Transport and Communication and prices for single piece products outside the reserved area are price-capped.

4 av 29 Improving the efficiency of operations Posten Norge has implemented many efficiency measures over the years. This has resulted in a significant improvement of productivity. Currently, the efficiency gains have stabilized. The Governmental requirement of a minimum level of quality and service level necessitates focus on a lean production apparatus. The present measures to increase efficiency will be strengthened to compensate for the increase of costs and possible lower volumes.

Labour market The labour market in Norway is tight. Posten Norge is focused on attracting skilled employees. Turnover and lack of employees are potential risks that could lead to reduced quality and increased costs.

Risk management in Posten Norge Posten Norge has a Finance Policy where all relevant areas of financial risk management have been addressed:

• Main guidelines • Liquidity/Cash Management • Financing • Hedging • Guarantees • Insurance

For each item, the following is defined:

• Policy • The responsibility of the internal bank (Konsernbanken) within the Finance Department • The responsibility of each division/subsidiary • Implementation

Main Guidelines Describes in general all the areas of responsibility of the internal bank and the Finance Department

Liquidity/Cash Management Defines the liquidity reserve and how to secure the liquidity of Posten Norge and its divisions and subsidiaries. Main policies are all financing through the internal bank and optimization of the cash management operations and cash flows of the Company.

Financing Main policies are securing acceptable long term financing at competitive terms, seeking to diversify the sources of funds and maturities of Company’s financing and the optimization of the interest conditions by actively using the commercial paper market

Hedging The main policy regarding hedging is to hedge exposures which could have a significant impact on the Company’s result. Detailed guidelines for levels of hedging have been implemented. The following areas are defined as areas for hedging: Foreign exchange, interest rates and energy.

Hedging is executed by entering into forward-contracts, option-contracts, swaps or by a combination of these, or by funding/deposits in FX. The Finance Department can evaluate levels and timing of hedging due to current market conditions. Guarantees are minimized/avoided.

Insurance The Company purchases necessary insurance coverage in order to avoid significant

5 av 29 losses against possible sudden and unexpected incidents (events) that can significantly influence the Company’s results negatively. The Company has entered into various insurance coverage agreements with reputed insurance companies in order to reduce the risk of loss due to sudden and unexpected events.

6 av 29 2. Definitions

Annual Report of 2005 - The Company's annual report of 2005.

Annual Report of 2006 - The Company's annual report of 2006.

Annual Report of 2007 - The Company's annual report of 2007.

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

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

Group - the Company and its subsidiaries from time to time

IFRS - International Financial Reporting Standards

ISIN - International Securities Identification Number

Listing Prospectus - this document dated 14 April 2008

NGAAP - generally accepted account principles in Norway

NOK - Norske kroner

Oslo Børs - Oslo Børs ASA

Quarterly report 1th quarter 2007 - The Company's quarterly report of 1st quarter 2007.

Quarterly report 2nd quarter 2007 - The Company's quarterly report of 2nd quarter 2007.

Quarterly report 3rd quarter 2007 - The Company's quarterly report of 3rd quarter 2007.

Quarterly report 4th quarter 2007 - The Company's quarterly report of 4st quarter 2007.

Posten Norge or - Posten Norge AS, company reg. no. 984 661 185. the Company or the Issuer or the Borrower

7 av 29 3. Persons responsible

3.1 Persons responsible for the information Persons responsible for the information given in the registration document are as follows: Posten Norge AS, N-0001 Oslo, Norway.

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

Oslo (Norway), 14 April 2008

……………………………………………………….. Posten Norge AS

8 av 29 4. Statutory Auditors

The Company’s auditor for 2005, 2006 and 2007 has been Ernst & Young, independent public accountants, located at Oslo Atrium, Christian Frederiks plass 6, 0154 Oslo, Norway.

State Authorized Public Accountant Jan Wellum Svensen has signed the Auditor's report for 2005, 2006 and 2007.

Jan Wellum Svensen is a member of The Norwegian Institute of Public Accountants.

9 av 29 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 Posten Norge AS, the commercial name is Posten Norge.

5.1.2 Place of registration and registration number The Company is registered in the Norwegian Companies Registry with registration number 984 611 185. Address: NO-0001 OSLO. Visiting address: Biskop Gunnerus’ gate 14 A.

5.1.3 Date of incorporation The Company was incorporated on 01.07.2002.

5.1.4 Domicile and legal form The Company is a private limited liability company (AS) organized under the laws of Norway, including the Public Limited Companies Act. See also section 7.1 Description of group that issuer is part of.

The Company’s mailing address is Posten Norge AS, N-0001 Oslo, Norway and telephone + 47 23 14 90 00.

5.1.5 Recent events relevant to evaluation of solvency

To the best of our knowledge we are not aware of any recent events which are to a material extent relevant to the evaluation of our solvency. For information of general risk factors, see section 1.

10 av 29 6. Business overview

6.1 Principal activities

6.1.1 Introduction

Posten Norge is one of Norway’s largest companies, with operations throughout the country. The group achieved revenues of NOK 27.4 billion in 2007 and employs just over 24,800 employees. Posten Norge’s ambition is to develop into a leading mail and logistics corporation in the Nordic region.

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

6.1.2 History

• Norway received its own postal authority in 1647. This started as a private company, subject to a Royal Privilege – the king (Christian IV) granted Henrik Morian an exclusive right to establish and run postal deliveries. • This was run as a private company until 1719 when the Danish-Norwegian state took over. Since then – right up to the present day – this has been a state-run activity. • From 1719 onwards, the management of the Postal Authority reported to various ministries, including the Ministry of Labour from 1896 and the Ministry of Trade and Industry from 1916. • The postal authority did not have its own professional management, but was organised as a separate department in the ministry (called the Postal Board) and reported to the relevant deputy secretary. • In the early 1920s, demands were made to change the Postal Board into a separate directorate outside the ministry and for it to be led by a head postmaster. • In 1926, an important change was implemented: the Postal Authority remained in the Ministry of Trade and Industry and a postal director was made chairman of the Postal Board. The postal director’s authority and responsibilities were, however, limited. • In 1933, the name was changed from the Postal Authority (Postvesenet) to the Post Office (Postverket). • In 1935, a recommendation was made to the Norwegian parliament that the Post Office’s finances should be separated from the National Budget in order to make the Post Office more independent. After many years of parliamentary discussions, parliament decided to retain the status quo in 1940. The reasons given for this decision were, among other things, that the departments had already achieved a much freer position over the past few years. • During the occupation of Norway in the Second World War, the Postal Board was made part of the Ministry of Labour which later (in 1946) changed its name to the Ministry of Transport and Communications. • In 1969, the Postal Board was separated from the Ministry of Transport and Communications and obtained its own board and council. This Postal Council was terminated on 31 December 1989. • In 1996, Posten Norge BA was established. (BA stands for limited liability.) • In 2002, Posten Norge BA was converted into a private limited liability company (AS), still wholly owned by the Norwegian state. • From 2000 until 2004 the focus was reorganisation within the core business units with the goal of achieving efficiency improvements and increased quality. • From 2005 the focus has shifted towards growth and future positioning of the Group. • Major acquisitions in the period include Nor-Cargo AS (2004), Frigoscandia AB (2005), Allianse ASA (2006), SYSteam AB, Transflex AB and Bekk Consulting AS (2007). • The development in revenues from 1990 until today is shown in graph one the next page. • As can be seen, the revenues from the mail segment have been stable in the period. The IT segment has increased its revenues, particularly the last few years. The logistics segment has the greatest increase in revenues, mainly due to acquisitions particularly from 2004 and onwards.

11 av 29 Billion NOK 27,5 25,0 22,5 20,0 17,5 Logistics 45% 15,0 12,5 IT 17% 10,0 7,5 Mail 38% 5,0 2,5 0,0 1990 1992 1994 1996 1998 2000 2002 2004 2006

6.1.3 Vision, goals, strategy and values

Posten Norge`s vision is to become the world’s most future-oriented mail and logistics group.

Posten Norges`s business concept is to develop and deliver integrated postal, communications and logistics solutions – with the Nordic region as our home market. Based on our business concept, vision, values and future challenges, we have defined the following main goals for Posten Norge`s activities: • Satisfied customers • Leading market position • Profitable growth and a competitive increase in value • Attractive workplaces and a good working environment

All operations at Posten Norge are based on four core values: integrity, respect, innovation and interaction.

In its new group strategy, Posten Norge states its ambitions to maintain its leading market positions in Norway while building new positions in the Nordic region in its main areas, mail logistics and IT. This entails a focus on Nordic growth and industrialisation, based on the company`s new, clear vision of becoming the “world`s most future – oriented mail and logistics group”.

Financial targets

The financial targets for the period 2007-2011 are rooted in the main objectives ‘leading market positions’ and ‘profitable growth and competitive value creation’ Posten Norge has an ambition to grow, and to increase it’s revenues considerably from today’s NOK 27,4 billion (2007).

To achieve competitive value creation the return on invested capital (ROIC) has to be on level with or better than its peers. A prerequisite for a satisfactory ROIC is both a high earnings before interest and taxes (EBIT) and a constant monitoring of the capital employed. Furthermore financial flexibility is important.

The Ministry of Transport and Communications requires a minimum 10% return on book equity.

12 av 29 Posten Norge’s objective is to continue as the market leader in Norway while also focusing on postal, logistics and IT operations in the Nordic region.

6.1.4 The parent company, divisions and areas of business

The issuer of the bonds is Posten Norge AS which is the parent company of the Group. Posten Norge AS consists of the Mail division excluding its subsidiaries CityMail, Customer:View, talk2me and CDG Sandberg AS, the Distribution network division and the Logistics division excluding its subsidiaries (see details below). The parent company’s main sources of income come from sales of mail products (including financial services and bank transactions) and parcels. Furthermore, the parent company receives dividend and group contribution from the Group’s various subsidiaries.

Operations in segments

For reporting purposes, Posten Norge has chosen to divide its operations into three market segments in accordance with international financial reporting standards (IFRS) and best practices.

The Mail segment

This segment consists of letter, advertising and communications products, parcels (consumer market), banking services and sales of goods through its sales and service network, and information logistics. This segment comprises the Mail Division, including its subsidiaries, and the Distribution Network Division. See organisational chart in 7.1.

Estimated operating revenue in 2007 was NOK 10,4 billion (2006: 9,9 billion), while earnings before interest and taxes were NOK 90 million (2006: NOK 907 million).

The share of group revenues in 2007 from this segment came to 38%.

The Mail and the Distribution Network Divisions constitutes the Mail Segment.

Mail Division The Mail Division provides postal services and market communication through physical and electronic channels. This division is a significant player in the Norwegian communications market. Through one of Norway’s largest sales networks, the division provides postal services throughout Norway.

The Mail Division consists of six business units. Together with the Distribution Network Division it forms the Mail segment. (See organisational chart 7.1)

Large Enterprises – Responsible for products, services and sales towards the Division’s largest customers, primarily within Administrative Mail, Direct Mail and database services. The subsidiaries CDG Sandberg AS, Customer:View AB and talk2me AS, all 100% owned by Posten Norge AS, specialise in delivering precision marketing services, i.e. strategic and operational marketing consulting, dialogue programs and CRM-systems, campaign management and a full range of address services.

Customer Service & Distribution – Responsible for customer service towards the Division’s largest customers. The unit also handles the operative coordination between the Mail Division and the Distribution Network Division.

Private/SME – Supplies products and office mail solutions for the private and SME markets in Norway.

Sales and Service Network – responsible for Posten Norge’s nationwide sales network, with contact points for customers at post offices, Post in Shops, Business Centres and Posten Norge’s call service operations

13 av 29 Information Logistics – Offers companies in the Nordic region electronic and physical solutions for cost-effective, value-adding document management

CityMail (100% owned by Posten Norge)– is specialised in industrial mail, i.e. addressed mail from corporate customers. CityMail Group consists of the companies CityMail Sweden, which now covers around 40 per cent of the Swedish market, CityMail Denmark, which started to deliver mail in the Greater Copenhagen Area at the start of 2007, and CityMail International, which handles international mail. Distribution takes place via partners in each country.

Distribution Network Division The Distribution Network Division develops and operates the physical network of Posten Norge and comprises collection, production and distribution of letters and parcels.

The Division carries out services for internal partners in Posten Norge and has no external revenues.

The Logistics segment This segment consists of general cargo, thermo logistics, air and sea transport, special and heavy transport, third party logistics and stevedoring operations, national and international parcels, courier cars in the Nordic region and express-related logistics solutions.

Estimated operating revenue in 2007 was NOK 12,2 billion (2006: NOK 10,9 billion). Earnings before interest and taxes came to NOK 466 million (2006: NOK 502 million).

The share of group revenues in 2007 from this segment came to 45%.

Logistics Division The Logistics segment consists of the Logistics Division and its subsidiaries (all subsidiaries are 100% owned by the logistics division except PNL) (for organisational structure, see organisation chart of the logistics division in 7.1):

• BoxGroup AS and its subsidiaries (part of the Express logistics unit) • Box Solutions AS and its subsidiaries (part of the Warehousing unit) • PNL AB (owned 50% by Posten Norge and 50% by Post Danmark) (part of the Parcels unit) • Nor-Cargo AS and its subsidiaries (part of the Part load/groupage unit) • Nettlast AS (part of the Part load/groupage unit) • FSD HoldCo AB (part of the Thermo logistics unit) • Nor-Cargo Thermo holding AS (part of the Thermo logistics unit) • Transflex Group (part of the Part load/groupage unit)

Part load/groupage – Operations include all types of goods transport and associated logistics services for dry cargo, nationally as well as internationally. This unit also consists of Air and sea operations which involve shipment to overseas markets, services which makes it easier to import and export from and to all continents. The sea transport and airfreight services are offered both separately and in combination with each other.

Thermo logistics – comprises the transport and/or storage of goods that require temperature regulation.

Warehousing – is the management of logistics activities for other parties, such as companies that have chosen to outsource this work. Posten Norge makes effort to ensure that companies obtain as effective a value chain as possible. Third party logistics includes the management of goods storage facilities, warehouses, order reception, selection and shipment, and loading and unloading operations.

Parcels – are goods weighing less than 35 kg.

Express logistics – entails deliveries for which time is critical. These may be documents or parcels, but may also include part load/groupage.

14 av 29

The IT segment The IT segment consists of IT operations and outsourcing, application management, consulting and integration services and SME solutions. The IT segment comprises ErgoGroup AS with its underlying subsidiaries, including SYSteam AB.

Estimated operating revenue in 2007 was NOK 4,8 billion (2006: NOK 2,7 billion), while earnings before interest and taxes came to NOK 268 million (2006: NOK 223 million).

The share of group revenues in 2007 from this came to 17%.

ErgoGroup AS ErgoGroup is Norway’s second largest IT company, and is 100% owned by Posten Norge. It constitutes Posten Norge’s IT segment and is a separate division within the Group. See 7.1 for organisational chart.

ErgoGroup`s operations are divided into five business units:

IT Operations Services - Works primarily with outsourcing contracts aimed at the key account market. IT Operations Services also has responsibility for ErgoGroup's communications services, and develops basic operating solutions that are used by all of ErgoGroup's business areas.

Solutions - Delivers complete software solutions, services, and business sector solutions that streamline selected work processes within the public and private sectors. Examples of areas of specialisation are: finance and corporate performance management, portal, case and document handling, business consultancy and process optimisation, development, architecture and integration, electronic transactions, and information databases.

Regional Services - Provides IT systems, consultancy services and operating solutions that are customised to meet the needs of medium-sized enterprises and regional Eco-Lighthouse enterprises.

Nordic - Serves ErgoGroup's clients outside of Norway, with approximately 50 offices in Sweden and representation in both Denmark and Finland. ErgoGroup is both a complete supplier of IT solutions to small and medium-sized enterprises and a specialist partner for larger enterprises and selected business sectors. Our Nordic Division comprises ErgoGroup AB, ErgoGroup AB, SYSteam and TransWare.

Consulting Services/Bekk Consulting - is a leading Norwegian business consulting and technology service firm that supports large corporations and public sector agencies in improving business processes and strengthening relationships to customers, suppliers, and employees through advanced technology solutions.

15 av 29 7. Organisational structure

7.1 Description of group that issuer is part of

Group structure and workforce development Posten Norge’s activities are organised within four market- and result-oriented divisions and three development-oriented corporate staffs. While extensive restructuring has taken place within the individual divisions, the Group structure has largely remained unchanged since 2000 except for the merger of the Consumer division and the Communication division into the Mail division. The activities of the divisions are integrated, and together constitute the Group’s core activity. Figure 7.1 below shows the structure of the Group, including business units, as of 01.01.2008.

The Group structure is aimed at realising its strategy and contributes to increasing the Group’s value creation. The managers of the divisions and corporate staffs form the corporate management group. The structure of the Group is not static and the interfaces between the various units are being continuously assessed to achieve the most efficient way of implementing Posten’s strategies.

Converted to man-years (full time equivalents) the Group had a total workforce of 24,870 as of 31.12.07, of which 15,828 worked in the Parent Company and 9,042 in subsidiaries. Compared with 2006 this is an increase of approximately 2,597 man-years. These numbers include an increase in overall man–years resulting from several acquisitions. These acquisitions are part of the Group’s general corporate operations and will not influence the Groups ability to perform its duties vis-à-vis the bondholders.

The development in the workforce is illustrated in the table on next page.

16 av 29 Posten Norge AS Subsidiaries

30 000

25 000 3 295 4 102 20 000 3 482 9 042 4 652 6 762 4 828

15 000

21 211 10 000 19 407 18 158 16 721 15 713 15 511 15 828

5 000

0 2001 2002 2003 2004 2005 2006 2007

For further details about every division’s business, markets, and the main characteristics of their services and product offering, see chapter 6.1.4.

7.2 Transactions with related parties

The Group has a number of transactions with related parties. All transactions are made as a part of the ordinary operations and at arm’s length prices. For details, see section 11.1 which refers to financial information.

Note that internal revenues, intra-Group revenues, amount to significant figures. These figures are sales between the business areas and divisions, and are eliminated from the Group’s sales (external revenues). This is especially the case for Distribution Network. In the following sections, both internal and external revenue are presented as this gives a more complete picture of each division. For details, see section 11.1 which refers to financial information.

8. Trend information

8.1 Changes in the Mail and Logistics Industry

Markets are Changing

The Mail-, logistics- and IT-markets will go through significant structural changes in the years to come. The development is characterized by:

– New Electronic Alternatives There is a significant increase in various forms of communication by use of electronic channels. At the same time this leads to changes in the behaviour of both private and business customers related to the purchase of mail- and mail-related services. The number of physical messages (letters), in particular administrative correspondence/payment advices, are expected to decrease.

17 av 29

The logistics market is expected to continue to increase due to an increase in internet based trading and centralisation of storage. More and more companies which have traditionally been trading in a conventional manner, have supplemented their sales channels with more direct channels (multi channel strategy). This gives a competitive advantage through improved service and closer customer contact than specialised internet based shops.

The need for basic banking services is reduced due to the customer’s increased usage of internett banking, ATMs and cash withdrawals in shops. The consequence of this development is a continued reduction in such services.

The significant increase in electronic transactions and electronic integration of information is expected to lead to an increase within IT operations, electronic exchange of information, implementation of business solutions, information logistics (e-invoicing) and distribution of information.

– Globalisation The globalisation is expected to result in the establishment of integrated networks for production, cross border trading and exchange of information. There will be no market-, national- and regional borders. The production of goods and services is increasingly expected to be moved to low cost areas resulting in increased cross border trading. The logistics area benefits in particular with increased cross border goods within Europe and into Europe, even more than the total national transportation market. In the B2C- goods and mail markets the same trends are not seen, but an increase is expected in the cross border volumes as well.

The larger companies make their decision regarding purchase of services within communication, transportation and IT in centralised procurement functions outside Norway. The trend is toward choosing one partner that delivers an overall and complete service within at least one region. It is important to get a share of the goods coming in to our region by use of an international sales network or by joining forces with other international market players.

Global logistics companies are investing heavily in building market positions in Eastern Europe and Asia (China and India) as well as distribution networks from these areas and into western Europe. The market is characterised by acquisitions of international freight agents and this leads to a rapid change in partner constellations and the positions for the national distribution companies. The largest logistics companies are particularly aggressive in acquiring these agents. In order to be an attractive “last-mile” distributor (deliver to the end user) for international customers, the smaller logistics companies, among them Posten Norge, must build a regional coverage of the market and a strong market position in its own region.

– The Nordic Countries; one Market The Nordic countries are perceived to be one market and one operational region. The largest customers are operating on a Nordic, European and/or global level and seek solutions to their needs for communication and logistics within the Nordic countries. Nordic banks, finance institutions and insurance companies are typical examples. They demand to work with one supplier only for mail distribution within the Nordic countries. There is also an increase in the demand for logistics solutions for warehousing/storage and distribution that covers Scandinavia or the Nordic countries. The Øresund bridge has changed the logistics pattern within the Nordic countries because companies are establishing themselves with one central terminal for the Nordic countries in southern Sweden. The trend is towards outsourcing the operation of these terminals to third parties. The consequence of this change is a consolidation among the suppliers by acquisitions and mergers in order to offer the customers satisfactory and complete solutions.

In a long term perspective, services and customer relations in national home markets are not adequate. Posten needs effective network solutions on a Nordic level in order to maintain its strong position in Norway. It is important for Posten Norge to deliver Nordic solutions in order to maintain its market position in Norway because the Norwegian market is smaller than those of Sweden and Denmark. Consequently it is of strategic importance for Posten Norge to obtain a competitive position on a Nordic level within mail and logistics.

– Restructuring and Increased Competition In EU there is a plan for liberalising the postal markets from 01.01.2011. Together with increased internationalisation and privatisation, this leads to a restructuring and consolidation of the mail-

18 av 29 and logistics segments in Europe. Small companies in Norway, the Nordic countries and the rest of Europe are sold and integrated into larger global companies within mail, logistics and express.

The large global players are actively positioning themselves in the mail and logistics fields through green field operations and acquisitions. Within the mail segment the focus is primarily on the large markets in Great Britain, Germany and the Netherlands because they are expected to be fully liberalised in the next few years. There is also, however, a similar consolidation in the Nordic countries.

There is a variation among the traditional postal companies in their strategic response to meet this development of consolidation. The partly privatised global players are expanding heavily and deliver a broad level of integrated services. Later on they will reorganise and refocus. Some national postal companies remain postal companies only with a focus on distribution of mail and parcels.

Between these two extremes there are a number of national postal companies that expand their markets in order to survive as independent integrated service providers in this phase of structural change. In order to succeed, these companies must develop further their strong home market positions. At the same time they must expand their solutions to their customers in those regions where the customers are operating, and in addition build strong international alliances.

As the mail markets are mainly national markets and most of them are still not liberalised, there are few constellations of cooperation/alliances within this segment. Privatisation will probably lead to new constellations.

8.2 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.

9. Administrative, management and supervisory bodies

9.1 Information about persons

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

Name Duration of Position Business Adress Arvid Moss Chairman of the Board since NO-0001 Oslo, Norway 2002 Liv Stette Deputy Chairman of the Board NO-0001 Oslo, Norway since 1994 Eli Arnstad Board Member since 2006 NO-0001 Oslo, Norway Terje Christoffersen Board Member since 2002 NO-0001 Oslo, Norway Gry Mølleskog Board Member since 2003 NO-0001 Oslo, Norway Sigbjørn Molvik Board Member since 2006 NO-0001 Oslo, Norway Odd Christian Øverland Board Member since 2000 NO-0001 Oslo, Norway Ingeborg Anne Sætre Board Member since 2000 NO-0001 Oslo, Norway Paul Magnus Gamlemshaug Board Member since 2004 NO-0001 Oslo, Norway Judith Olafsen Board Member since 2006 NO-0001 Oslo, Norway Elisabeth Angell Alternate Board Member NO-0001 Oslo, Norway Thore Strøm Alternate Board Member NO-0001 Oslo, Norway

19 av 29 Liv Helen Utengen Alternate Board Member NO-0001 Oslo, Norway Tore Nerland Alternate Board Member NO-0001 Oslo, Norway Johanne Kvicksson Alternate Board Member NO-0001 Oslo, Norway Tove Rundtom Alternate Board Member NO-0001 Oslo, Norway Hans – Jacob Schulz Alternate Board Member NO-0001 Oslo, Norway

Arvid Moss, Chairman of the Board • Senior Vice President Norsk Hydro, Corporate Strategy and Business Development

Liv Stette, Vice Chairman • Member of Ålesund Municipality`s senior management team • Board Member of Nexus Knowledge Solutions AS • Board Member of Teatret Vårt AS

Eli Arnstad • Vice Chairman of the board of Sparebank 1 Midt-Norge • Board Member of the Norwegian Savings Bank Association • Board Member of the Centre for Economic Research at the Norwegian University of Science and Tecnology

Terje Christoffersen • Partner of Interforum Partners AS, CEO Birdstep Technology ASA • Chairman of the Board of Network Norway AS • Chairman of the Board of Mobile Norway AS • Vice chairman of the board of Hafslund Infratech ASA

Sigbjørn Molvik • Member of the County Council of Telemark representing the Socialist Left (SV) Party • Board Member Høgskolen i Telemark

Gry Mølleskog • Senior Client Partner of Korn/Ferry International • Chairman of the Board of Oslo Sporvognsdrift AS • Vice Chairman of the Board of Hurtigruten Group AS • Board Member DnBNOR Finans

Elisabeth Angell (Alternate) • Researcher at Norut Alta AS

Odd Christian Øverland • President of the Norwegian Union of Postal and Communications Workers

Ingeborg Sætre • Vice President of the Norwegian Union of Postal and Communications Workers

Paul Magnus Gamlemshaug • Member of the executive Comitee of the Norwegian Union of Postal and Communications Workers

Judith Olafsen • Member of the executive Comitee of the Norwegian Union of Postal and Communications Workers

Thore Strøm (Alternate) • Member of the executive Comitee of the Norwegian Union of Postal and Communications Workers

Liv Helen Utengen (Alternate) • Member of the executive Comitee of the Norwegian Union of Postal and Communications Workers

Tore Nerland (Alternate)

20 av 29 • Member of the Norwegian Union of Postal and Communications Workers

Johanne Kvicksson (Alternate) • Member of the executive Comitee of the Norwegian Union of Postal and Communications Workers

Tove Rundtom (Alternate) • Union official of the Norwegian Union of Postal and Communications Workers

Hans – Jacob Schulz (Alternate) • National Union Secretary/Communication Advisor of the Norwegian Union of Postal and Communications Workers

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

Name Position Business address Dag Mejdell President and CEO Posten Norge AS , Biskop Gunnerus gt.14A 0001 OSLO Gro Bakstad CFO Posten Norge AS , Biskop Gunnerus gt.14A 0001 OSLO Arne Bjørndahl Senior Vice President of the Posten Norge AS , Biskop Gunnerus gt.14A 0001 Logistics Division OSLO Elisabeth Hegg Gjølme Senior Vice President of Posten Norge AS , Biskop Gunnerus gt.14A 0001 Corporate Information OSLO Tore K. Nilsen Senior Vice President of the Posten Norge AS , Biskop Gunnerus gt.14A 0001 (as from 1st May 2008) Distribution Network Division OSLO Terje Mjøs Managing Director of Posten Norge AS , Biskop Gunnerus gt.14A 0001 ErgoGroup AS OSLO Inger-Johanne Stokke Senior Vice president HR/HSE Posten Norge AS , Biskop Gunnerus gt.14A 0001 OSLO Lars Harald Tendal Senior Vice president of the Posten Norge AS , Biskop Gunnerus gt.14A 0001 Mail Division OSLO

Dag Mejdell, CEO President and CEO since January 2006 ƒ CEO of Dyno Nobel ASA, various positions in Dyno ASA since 1981, including CFO and CEO

Gro Bakstad, CFO CFO since August 2006 ƒ Financial advisor with Procorp ƒ SVP Finance, Ocean Rig ƒ Accountant, Arthur Andersen

Lars Harald Tendal Senior Vice President of the Mail Division since January 2001 ƒ Vice President Sales/Marketing Director ICA Norge ƒ Key account and Vice President Sales Sætre AS

Arne Bjørndahl Senior Vice President of the Logistics Division since January 2002 ƒ Vice President Ringnes, Brewery division of Orkla ASA ƒ Managing Director of EMO AS

Tore K. Nilsen Senior Vice President of the Distribution Network Division from May 2008 ƒ Senior Vice President of Security Service Europe, Securitas

Terje Mjøs Senior Vice President of the IT Division and Managing director of ErgoGroup AS since 2004 ƒ Managing Director of Hydro IS Partner AS ƒ Various positions with Norsk Hydro ASA

21 av 29 Elisabeth Hegg Gjølme Senior Vice President Corporate Information since April 2000 ƒ Vice President Information Telenor Mobil ƒ Information Manager Telenor ƒ Marketing and Information Manager Oslobanken AS ƒ Secretary General of the Young Conservatives

Inger-Johanne Stokke Senior Vice President HR/HSE since August 2006 ƒ Head of Aetat, the Norwegian Labour Market Administration ƒ Vice President HR Telenor ƒ Corporate advisor and lawyer with the Norwegian Confederation of Enterprise

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

22 av 29 10. Major shareholders

10.1 Ownership Posten Norge AS is owned 100% by the Norwegian State, represented by the Ministry of Transport and Communications.

10.2 Change in control of the issuer There is a change in control clause in the standard loan agreement related to each bond issue issued on the basis of this Registration Document , which states that the bondholders will have a put option if the Ministry of Transport and Communiations ceases to have at least 51% of the shares in Posten Norge AS.

23 av 29 11. Financial information concerning the issuer's assets and liabilities, financial position and profits and losses

11.1 Historical Financial Information From January 1, 2005 Posten Norge’s financial statements are presented in accordance with IFRS. The official accounts for 2004 were presented in accordance with Norwegian generally accepted accounting principles (NGAAP), but have been restated according to IFRS. Posten Norge made use of the opportunity to postpone the implementation of the financial instruments standards (IAS 32 and 39) until 1 January 2005. Comparable figures for financial instruments are thus presented in accordance with NGAAP. Numbers before 2004 are also presented according to NGAAP.

Basis for preparation The consolidated financial statements for Posten Norge and subsidiaries was until 31 December 2004 prepared in accordance with generally accepted accounting principles in Norway (NGAAP). The accounting principles used under IFRS were presented in the 2005 financial statements, under Notes to the financial statements, Accounting Principles.

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

A summary of significant changes to Posten Norge’s accounting policies resulting from the transition to IFRS as well as reconciliation of equity from NGAAP to IFRS at 1 January and 31 December 2004 was shown in the Annual Report of 2005, page 102, note 31 Transition to IFRS.

Quarterly report 2007 Annual reports 4. Q 1) 3. Q1) 2. Q1) 1. Q 1) 2007 2006 2005

Posten Group Income statement Page 11 Page 2 Page 2 Page 2 Page 21 Page 19 Page 22 Balance sheets n/a Page 3 Page 3 Page 3 Page 22 Page 20 Page 23 Cash flow statement n/a n/a n/a n/a Page 23 Page 21 Page 24 Notes to the financial n/a n/a n/a n/a Page 57 - Page 42 - 88 Page 54 - statements 115 106

Posten Norge AS Income statement Page 21 Page 19 Page 22 Balance sheets Page 22 Page 20 Page 23 Cash flow statement Page 23 Page 21 Page 24 Notes to the financial Page 57 - Page 42 - 88 Page 54 - statements 115 106 1) All quarterly reports are unaudited

The financial reports referred to can be found here (hyperlinks): Quartely report Q1 2007 1) Quartely report Q2 2007 1) Quartely report Q3 2007 1) Quartely report Q4 2007 1) Quartely report Q1 2006 1) Quartely report Q2 2006 1) Quartely report Q3 2006 1)

Annual report 2007 Annual report 2006 Annual report 2005

24 av 29 11.2 Financial statements See section 11.1 Historical Financial Information.

11.3 Auditing of historical annual financial information

11.3.1 Auditors report The historical financial information for 2005, 2006 and 2007 has been audited.

The audit reports are included in Annual report 2005 page 107, Annual report 2006 page 89 and Annual report 2007 page 116.

11.4 Age of latest financial Information

11.4.1 Last year of audited financial information The last year of audited financial information is 2007.

11.5 Legal and arbitration proceedings

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

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

25 av 29 12. Documents on display The following documents (or copies thereof) may be inspected for the life of the Registration document at the headquarter of Posten Norge AS , Biskop Gunnerrus gt.14, 0001 Oslo, Norway.

(a) the memorandum and articles of association of Posten Norge AS ; (b) the historical financial information of Posten Norge AS and its subsidiary undertakings for each of the two financial years preceding the publication of the registration document.

26 av 29 Cross Reference List Reference in Registration Document Refers to Page 25 Quartely report Q1 2007 1) Page 25 Quartely report Q2 2007 1) Page 25 Quartely report Q3 2007 1) Page 25 Quartely report Q4 2007 1) Page 25 Quartely report Q1 2006 1) Page 25 Quartely report Q2 2006 1) Page 25 Quartely report Q3 2006 1)

Page 25 Annual report 2007 Page 25 Annual report 2006 Page 25 Annual report 2005 1) All quarterly reports are unaudited

27 av 29 Posten Norge AS memorandum and articles of association

ARTICLES OF ASSOCIATION

§ 1 The name of the company is Posten Norge AS

§ 2 The registered office of the company is Oslo.

§ 3 The company will engage in mail and logistics activities based on both physical and electronic solutions and other directly related activity. The activity may be carried out by the company itself, by wholly owned subsidiaries or through other companies in which the company holds interests or with which the company cooperates.

The company will perform public tasks in accordance with legislation and licence.

§ 4 The company’s share capital amounts to NOK 3,120,000,000 divided into 3,120,000 shares of a nominal value of NOK 1,000 each.

§ 5 As decided by the annual general meeting, the company’s board will consist of seven to ten directors.

Five, or possibly six, directors, including the board’s chairman and vice chairman, will be elected by the annual general meeting for two-year terms.

§ 6 Two, or possibly three, directors and deputy directors will be elected directly by and among the employees according to the provisions relating to employees’ board representation in the Norwegian Companies Act (“Aksjeloven”) with regulations. To the extent it has been agreed that no corporate assembly should be set up, cf. Section 6-35, second paragraph of the Norwegian Companies Act, the employees will elect one director and a deputy director or two observers with deputies in addition to the representation following from the preceding sentence, cf. Section 6-4, third paragraph of the Norwegian Companies Act.

§ 7 Power of signature for the company is exercised by the board chairman and one director jointly.

§ 8 The board will employ the company’s general manager and determine the terms and conditions of employment.

§ 9

The ordinary general meeting will be held annually by the end of June. The ordinary general meeting will consider and decide the following issues:

1. Adoption of income statement, balance sheet and annual report, including distribution of dividend. 2. Other issues which according to law or the company’s articles of association should be dealt with by the annual general meeting.

§ 10 The board will submit to the Minister of Transport and Communications all issues assumed to be of social or fundamental significance.

28 av 29 Each other year the board will submit, as a preparation to the biennial plans sent to the Parliament, present to the Minister of Transport and Communications written information of the superior plans for the activities of the company, including the latest and future financial development.

The board must submit to the Minister of Transport and Communications significant changes in such plans which are previously submitted to the Minister of Transport and Communications.

§ 11 The principles of the Languages Act (“Mållova”) will be observed to the extent this is possible, without this constituting any significant disadvantage in relation to private competitors.

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