Avinor AS, prospectus of 2 July 2013 Registration Document Prospectus Avinor AS Registration Document Oslo, 2 July 2013 Joint Lead Managers: 1 of 32 Avinor AS, prospectus of 2 July 2013 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. A prospective investor should consider carefully the factors set forth in chapter 1 Risk factors, and elsewhere in the Prospectus, and should consult his or her own expert advisers as to the suitability of an investment in the bonds. This Registration Document is subject to the general business terms of the Joint Lead Managers, available at their websites. 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 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 the Norwegian FSA (“Finanstilsynet”) 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 Norwegian FSA has controlled and approved the Registration Document pursuant to the Norwegian Securities Trading Act, § 7-7. The Norwegian FSA has not controlled and approved the accuracy or completeness of the information given in the Registration Document. Financial supervision and approval relating solely to the Company has included descriptions according to a pre-defined list of content requirements. The Norwegian FSA has not undertaken any kind of control or approval of corporate matters described in or otherwise covered by the Registration Document. The Registration Document together with a Securities Note constitutes the Prospectus. 2 of 32 Avinor AS, prospectus of 2 July 2013 Registration Document TABLE OF CONTENTS: 1 Risk factors .................................................................................................................... 4 2 Definitions ...................................................................................................................... 9 3 Persons responsible ....................................................................................................... 10 4 Statutory Auditors ......................................................................................................... 11 5 Information about the Issuer ........................................................................................... 12 6 Business overview ......................................................................................................... 13 7 Organizational structure ................................................................................................. 17 8 Trend information .......................................................................................................... 18 9 Administrative, management and supervisory bodies .......................................................... 19 10 Major shareholders ...................................................................................................... 26 11 Financial information concerning the Issuer's assets and liabilities, financial position and profits and losses ....................................................................................................................... 27 12 Documents on display ............................................................................................... 28 Cross Reference List ......................................................................................................... 29 Joint Lead Managers’ disclaimer ......................................................................................... 30 Articles of Association, Avinor AS ........................................................................................ 31 3 of 32 Avinor AS, prospectus of 2 July 2013 Registration Document 1 Risk factors Investing in bonds issued by Avinor AS involves inherent risks. As the Company is the parent company of the Group, the risk factors for Avinor AS and the Group are deemed to be equivalent for the purpose of this Registration Document. Prospective investors should consider, among other things, the risk factors set out in the Prospectus before making an investment decision. If any of the following risks actually occur, the Company’s business, financial position and operating results could be materially and adversely affected. The Company believes that the factors described below represent the principal risks inherent in investing in bonds issued by the Company. Occurrence of the risk factors described below may cause inability of Avinor AS to pay interest, principal or other amounts on or in connection with the bonds. 1.1 Financial risk factors The group’s activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. The group’s overall risk management program seeks to minimise the volatility of the group’s financial performance. The group uses derivative financial instruments to hedge certain risk exposures. Market risk Foreign exchange risk The group and Avinor AS are exposed to foreign exchange risk with respect to the value of NOK against other currencies caused by income and expenses in foreign currency. The group uses forward contracts to reduce the foreign exchange risk in cash flows nominated in foreign currency. The group and Avinor AS are primarily exposed to foreign exchange risk with respect to EUR. The group’s income from en route charges is exposed to foreign exchange risk. The group also has foreign exchange risk connected to contractual payments in foreign currency. As a fundamental principle, hedging of transaction risk for contracts in foreign exchange is carried through for contracts exceeding the value of MNOK 2. Normally, forward contracts entered into do not have terms exceeding three years. Foreign exchange rate derivatives do not normally qualify for hedge accounting. Oslo Lufthavn AS has, as part of the hedging of larger purchases, entered into forward foreign exchange contracts in connection with the development of Gardermoen (Terminal 2 project). The Group’s risk in relation to changes in foreign exchange rates is limited. Interest rate risk The Group is exposed to interest rate risk through its financial activities. Parts of the borrowings are issued at variable rates, which mean that the group is influenced by changes in the interest rates. The objective of the group’s interest rate management is to keep the volatility of future interest costs within acceptable limits. Group policy is to interest rate hedge all new long-term loans till 70% of expected debt in 2017 is hedged. The group manages its effective interest exposure risk by using various interest rate swaps. At 31 December 2012 all interest rate swaps are adapted to the terms of specific loans and other conditions. When the interest rate swaps are taken into consideration, the group has 87% of its long-term borrowings at a fixed rate of interest. At 31 December 2012 the group had interest rate swaps instruments at a face value of MNOK 1,153 (2011: MNOK 1,186), where the group receives a variable NIBOR rate and pays, on average, a fixed rate of 5.09% of face value and MNOK 425 (2011: MNOK 425) where the group receives a fixed rate of 5.77% and pays a variable 6-month interest rate based on NIBOR + 1.95%. The interest rate swaps are used to hedge against volatility in the P&L reporting as a result of changes in the interest levels. The hedged loans and the interest rate swaps agreements have similar conditions. All interest swaps are made as a hedge against financial risks caused by fair value interest rate risk or cash flow interest rate risk. All interest swaps are carried at their fair value in the balance sheet. Power price risk Avinor is a consumer of electrical power and is exposed to volatility in the price of electrical