Norske Skogindustrier ASA, Prospectus of 10 July 2009 Registration Document Registration Document Norske Skogindustrier ASA Registration Document Joint Arrangers: Oslo, 10 July 2009 1 av 40 Norske Skogindustrier ASA, Prospectus of 10 July 2009 Registration Document Important information The Registration Document is based on sources such as annual reports and publicly available information and forward looking information based on current expectations, estimates and projections about global economic conditions, the economic conditions of the regions and industries that are major markets for the Company's (including subsidiaries and affiliates) lines of business. Important factors that could cause actual results to differ materially from those expectations include, among others, economic and market conditions in the geographic areas and industries that are or will be major markets for the company's businesses, market acceptance of new products and services, changes in governmental regulations, interest rates, fluctuations in currency exchange rates and such other factors as may be discussed from time to time in the Registration Document. Although it is believed that the expectations are based upon reasonable assumptions, the Borrower can give no assurance that those expectations will be achieved or that the actual results will be as set out in the presentation. This Registration Document is subject to the general business terms of the Arrangers, available at their websites. Confidentiality rules and internal rules restricting the exchange of information between different parts of the Arrangers may prevent employees of the Arrangers who are preparing this presentation from utilizing or being aware of information available to the Arrangers and/or affiliated companies and which may be relevant to the recipients decisions. The Arrangers and/or affiliated companies and/or officers, directors and employees may be a market maker or hold a position in any instrument or related instrument discussed in this Registration Document, and may perform or seek to perform financial advisory or banking services related to such instruments. The Arrangers’ corporate finance department may act as manager or co-manager for this Company in private and/or public placement and/or resale not publicly available or commonly known. Copies of this presentation are not being mailed or otherwise distributed or sent in or into or made available in the United States. Persons receiving this document (including custodians, nominees and trustees) must not distribute or send such documents or any related documents in or into the United States. Other than in compliance with applicable United States securities laws, no solicitations are being made or will be made, directly or indirectly, in the United States. Securities will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The distribution of the Registration Document may be limited by law also in other jurisdictions, for example in Canada, Japan and in the United Kingdom. Verification and approval of the Registration Document by Oslo Børs implies that the Registration Document may be used in any EEA country. No other measures have been taken to obtain authorisation to distribute the Registration Document in any jurisdiction where such action is required. The Registration Document together with the Securities Note constitutes the Prospectus. 2 av 40 Norske Skogindustrier ASA, Prospectus of 10 July 2009 Registration Document Table of Contents: 1. Risk factors........................................................................................................................4 2. Definitions .........................................................................................................................8 3. Persons responsible ............................................................................................................9 4. Statutory Auditors ............................................................................................................10 5. Information about the issuer ..............................................................................................11 6. Business overview ............................................................................................................14 7. Organizational structure.....................................................................................................21 8. Trend information .............................................................................................................27 9. Administrative, management and supervisory bodies .............................................................31 10. Major shareholders..........................................................................................................34 11. Financial information concerning the issuer's assets and liabilities, financial position and profits and losses ...........................................................................................................................36 12. Documents on display......................................................................................................37 Cross Reference List .............................................................................................................38 Articles of association for Norske Skogindustrier ASA .................................................................39 3 av 40 Norske Skogindustrier ASA, Prospectus of 10 July 2009 Registration Document 1. Risk factors Readers of this Registration Document should carefully consider all of the information contained herein and in particular the following factors, which may affect some or all of the Company’s activities and its ability to service the bond debt. The risk factors described below will have the same meaning and possible impact on the Company even though the term Group is used in the text. This list is not exhaustive. The actual results of the Group could be impacted by the result of many factors, including the risks described below and elsewhere in this Registration Document. Global economic crisis The disruptions of the global economy since the global credit crisis emerged in August 2007 have been characterized by a general economic slowdown, a loss of consumer confidence, reduced liquidity and increased cost of funding for borrowers. As a result, the advertising markets have become weaker, causing demand and prices for publication paper to fall. If the economic crisis deepens or fails to recover, this is likely to have a further negative impact on paper consumption and demand for publication paper as well as affecting the cost of Norske Skog’s input factors. Consumer preference The increased use of the internet and electronic media represent the most significant change in consumer preferences for the publication paper industry. The internet as a source of information, advertising vehicle and publication medium reduces the circulation of newspapers and magazines. This is resulting in downward pressure on the demand in various markets and risk of price pressure in the publication paper industry. Price volatility The markets for paper products such as newsprint and magazine paper are cyclical and have historically experienced price volatility due to imbalances between supply and demand. Supply depends primarily on available manufacturing capacity, capacity utilization rates and trade between regions. Demand for paper products is affected by the overall strength of the economy, fluctuations in inventory levels and consumer preferences. Despite capacity reductions and industry wide efforts to consolidate, supply continues to exceed demand in the publication paper industry, putting a downward pressure on prices and changing the pattern of imports and exports between regions. The imbalance between production capacity and demand remains the largest challenge for the paper industry. Norske Skog has limited influence over the timing and extent of price changes for the company’s products. Any significant downturn in the price levels for publication paper products or the quantity of deliveries the company is able to make could have a material adverse effect on its financial condition and results of operations. In addition, because Norske Skog is focused on the production of publication paper, a sharp downturn in prices for newsprint and magazine paper would likely affect the company more than it would affect a more diversified paper producer. Paper products are, in many cases, sold in local currencies under annual contracts with stated pricing formulae. Accordingly, prices for publication paper are subject to currency fluctuations. Cost of energy and raw materials As a focused company, Norske Skog is dependent on the price of relatively few raw materials, including wood, recovered paper, chemical pulp and chemicals. The cost of these raw materials has historically changed unexpectedly and has not necessarily correlated to changes in the market price for the company’s products. Wood and recovered paper both contribute to between 10 per cent and 15 per cent of the total cost in Norske Skog’s present production portfolio. The cost of wood in Norway increased in 2008 while wood outside Europe was more stable. Recovered paper prices increased in the first half of 2008, but leveled out later. Towards the end of the year, prices in the recovered paper