IMPORTANT NOTICE IMPORTANT: You must read the following before continuing. The following applies to the attached prospectus (the “document”), and you are advised to read this carefully before reading, accessing or making any other use of the document. In accessing the document, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time that you receive any information from ABG Sundal Collier Norge ASA or UBS Limited (together, the “Joint Global Coordinators” and “Joint Bookrunners” ), the other Managers or the Company or the Selling Shareholder (each as defined in the document) as a result of such access. You acknowledge that this electronic transmission and the delivery of the attached document is confidential and is intended for you only and you agree you will not forward this electronic transmissio n or the attached document (electronically or otherwise) to any other person. The document and the offer when made are directed only at persons in Member States of the European Economic Area (“EEA”), other than Norway, who are “Qualified Investors” within the meaning of Article 2(1)(e) of Directive 2003/71/EC (together with any amendments thereto and any applicable implementing measures in any EEA Member State, the “EU Prospectus Directive”) . In additio n, the document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) together being referred to as “Relevant Persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the securities will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on the document or any of its contents. THE SECURITIES MAY ONLY BE DISTRIBUTED IN “OFFSHORE TRANSACTIONS” AS DEFINED IN, AND IN ACCORDANCE WITH, REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR WITHIN THE UNITIED STATES TO QUALIFIED INSTITUTIONAL BUYERS (“QIBs”) AS DEFINED IN AND IN ACCORDANCE WITH RULE 144A UNDER THE U.S. SECURITIES ACT (“RULE 144A”). ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED HEREIN. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, OR IN ANY JURISDICTION OTHER THAN NORWAY. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. Confirmation of your Representation: In order to be eligible to view the document or make an investment decision with respect to the securities, investors must be either (1) QIBs or (2) outside the United States transacting in an offshore transaction (in accordance with Regulation S under the U.S. Securities Act). By accepting electronic delivery or electronically accessing the document, you shall be deemed to have represented to the Joint Global Coordinators, the other Managers and the Company and the Selling Shareholder that (i) you are acting on behalf of, or you are, either (a) an investor outside the United States (as defined in Regulation S under the U.S. Securities Act), or (b) in the United States and a QIB; (ii) if you are in the UK, you are a Relevant Person; (iii) if you are in any member state of the EEA, other than Norway, you are a Qualified Investor; (iv) the securities acquired by you in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, any person in circumstances which may give rise to an offer of any securities to the public other than in Norway or other than their offer or resale in any EEA Member State which has implemented the EU Prospectus Directive to Qualified Investors (as defined in the EU Prospectus Directive); (v) if you are outside the US, UK and EEA, other than Norway, you are a person into whose possession this document may lawfully be delivered in accordance with the laws of the jurisdictions in which you are located; and (6) you consent to receiving the document in electronic form. You are reminded that the document has been delivered to you on the basis that you are a person into whose possession the document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver or disclose the contents of the document, electronically or otherwise, to any other person. Nothing in this electronic transmission constitutes an offer of securities for sale in any jurisdiction where it is unlawful to do so. If a jurisdiction requires that the offer be made by a licensed broker or dealer and the Joint Bookrunners, or any other Manager or any affiliate of the Joint Bookrunners, or any other Manager is a licensed broker or dealer in that jurisdiction, the offer shall be deemed to be made by the Joint Bookrunners, such other Manager or such affiliate on behalf of the Company and the Selling Shareholder in such jurisdiction. This document has been made available to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and, consequently, none of the Joint Bookrunners, the other Managers, the Company, the Selling Shareholder, any person who controls any of them or any of their respective affiliates, directors, officers, employees or agents accepts any liability or responsibility whatsoever in respect of any difference between the document distributed to you in electronic format and any hard copy version. Please ensure your copy is complete. A hard copy of the document will be made available to you on request. None of the Joint Bookrunners, the other Managers, or any of their respective affiliates, or any of their respective directors, officers, employees or agents accepts any responsibility whatsoever as to the accuracy, completeness or verification of the information in this document. The Joint Bookrunners, the other Managers and any of their respective affiliates accordingly disclaim all and any liability whether arising in tort, contract, or otherwise which they might otherwise have in respect of such document. Any decision to purchase the relevant securities in the offer should be made solely on the basis of information contained in the document. No representation or warranty express or implied, is made by any of the Joint Bookrunners, the other Managers or any of their respective affiliates as to the accuracy, completeness or verification of the information set out in this document. The Joint Bookrunners and the other Managers are acting exclusively for Orkla ASA and BRG Holding AS (as the Selling Shareholder) and no one else in connection with the offer. They will not regard any other person (whether or not a recipient of this document) as their client in relation to the offer and will not be responsible to any other person for providing the protections afforded to their clients nor for giving advice in relation to the offer or any transaction or arrangement referred to herein. You are responsible for protecting against viruses and other destructive items. Your receipt of this document via electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. Registered office and advisors BORREGAARD PROSPECTUS PROSPECTUS PROSPBORREGAARDECTUS ASA BorregaardBorregaard ASAASA Borregaard ASA (A public limited liability companyBORREGAARD incorporated ASA under the laws of Norway) Hjalmar Wessels vei 10 (A public limited liability companyBORREGAARD incorporated ASA under the laws of Norway) 17211721 SarpsborgSarpsborg Initial public offering of up to 81 million Shares with an indicative price range of NOK 20 to NOK 25 per Share Norway Norway Initial public offering of(A uppublicListing to 81limited of million the liability Company’s Shares company with shares incorporatedan indicative on the Oslounder price Stock the range laws Exchange ofof NOKNorway) 20 to NOK 25 per Share A S Initial public offering of Listingup to 81 of million the Company’s Shares with shares an ionndicative the Oslo price Stock range Exchange of NOK 20 to NOK 25 per Share A Listing of the Company’s shares on the Oslo Stock Exchange This prospectus (the “Prospectus”) has been prepared in connection with the initial public offering (the “Offering”) of up to 81