Information to shareholders

Telenor seeks to have a close and trusting relationship with its shareholders. Through substantial information via several channels the stock market shall be kept informed of significant developments in the Group.

Shareholder policy
Telenor’s long-term primary objective is to give its shareholders a return on their investment that is at least equal to alternative investments with a corresponding risk profile. The return shall be made in the form of a cash dividend in addition to the added value of the shares. The Telenor share shall appear as a liquid and attractive investment opportunity.

Information to the stock market
Contact with the Norwegian and international stock markets has high priority at Telenor, and the company wishes to have an open dialogue with its shareholders and other players in the stock market. The reason being that the financial markets at any given time shall have sufficient information about the company in order to form the basis for an accurate share valuation. Information that may be important to shareholders and other players in the Norwegian and international markets is provided in the form of notices to the Oslo Stock Exchange and through press releases. Telenor presents its results at its headquarters at Fornebu outside Oslo every quarter. In addition, regular meetings are held with investors in Europe and in the US. Leading stockbrokers in Norway and abroad closely analyse Telenor’s activities.

20 largest shareholders

Name of shareholder	Nominees	Number of shares 31.12.04		Citizenship	Ownership share 31.12.04
The Ministry of Trade and Industry		944,626,908		NOR	53.99%
State Street Bank & Trust Co.	X	94,390,278		USA	5.39%
Folketrygdfondet		63,193,800		NOR	3.61%
JPMorgan Chase Bank		38,659,400		USA	2.21%
JPMorgan Chase Bank	X	24,876,033		GBR	1.42%
Mellon Bank AS Agent	X	23,935,009		USA	1.37%
Skandiniviska Enskilda Banken		16,071,694		NOR	0.92%
JPMorgan Chase Bank	X	14,683,312		USA	0.84%
Telenor ASA		14,571,700		NOR	0.83%
Skandinaviska Enskilda Banken	X	14,296,957		SWE	0.82%
Orkla ASA		14,250,000		NOR	0.81%
The Northern Trust & Co.	X	13,829,403		GBR	0.79%
Vital Forsikring ASA		13,593,380		NOR	0.78%
State Street Bank & Client Omnibus	X	10,369,182		USA	0.59%
JPMorgan Chase Bank		9,490,000		USA	0.54%
Bank of New York		9,000,000		USA	0.51%
Storebrand Livsforsikring		8,285,860		NOR	0.47%
The Northern Trust Co.	X	8,203,069		GBR	0.47%
Credit Agricole Indosuez Crayon	X	7,849,701		FRA	0.45%
JPMorgan Chase Bank		7,700,300		USA	0.44%
Total		1,351,875,986			77.26%
Total other		397,821,061			22.74%
Total number of shares		1,749 697,047			100.00%
Totalt number of shareholders (pr 31.12.04)		46,380

Ownership structure
At year-end 2004, Telenor had 46,380 shareholders. Of these, 44,798 were private shareholders. Non-Norwegian investors (not holding Norwegian citizenship) owned approximately 22.6% of the total stock. This is an increase in foreign ownership of 10% since year-end 2002. The Norwegian State, through the Ministry of Trade and Industry, is the largest single owner with 54% of the shares. Pursuant to authorisation given by the Norwegian Parliament (Storting), the Ministry of Trade and Industry may reduce its shareholding in Telenor, although no lower than 51%. The Ministry of Trade and Industry is also authorised to dilute its shareholding through structural transactions, reducing its ownership interest to a minimum of 34%.

Authorisation to issue new shares
Until 1 July 2005, the Board of Directors is authorised to increase the share capital with an amount up to NOK 524,760,294, through issuance of up to 87,460,049 shares. The Board may waive the pre-emptive rights of shareholders to such shares. From these shares, 97,736 new shares were issued as part of the Share Programme for employees in December 2004.

Share programme for employees
To encourage long-term shareholding among Telenor employees, all permanent employees in Telenor ASA and in Norwegian subsidiaries in which Telenor ASA’s ownership share directly or indirectly is greater than 90%, were given the opportunity to buy shares, with a 20% cash discount, for up to NOK 7,500. Should the average share price during the last 30 days of trade, up to and including 19 November 2005 (share quotation NOK 58.84), be at least 12% higher than a corresponding average price during the last 30 days of trade up to and including 19 November 2004 (share quotation NOK 52.54), those having subscribed for shares on the terms of this offer will be allocated “profit bonus shares” for NOK 2,500, provided, however, that they still hold the allocated shares and are still permanent employees of Telenor.

Around 27% of the employees who were offered shares took advantage of the offer. They were allocated 140 shares each at a price of NOK 53,50 per share, which was the closing price on 19 November 2004. After deducting the discount, the effective price is NOK 42.80 per share.

On 16 December 2004, 2,016 of the employees having taken part in the share programme for employees in 2003 were each allocated 46 bonus shares.

Share capital and treasury
As of 31 December 2004, Telenor ASA had a share capital of NOK 10.5 billion, divided into 1.749.697.047 shares, each with a nominal value of NOK 6. The Group holds 14,571,700 shares.

Dividends
On the basis of Telenor’s financial situation and expected capital requirements, the Board of Directors has decided that Telenor’s objective is to distribute a dividend to its shareholders which is equal to 40-60% of normalised annual profits, and that the Group will be aiming for a relatively even annual growth in the ordinary dividend per share. The Board of Directors proposes that a dividend of NOK 1.50 per share be distributed for 2004.

Such dividend as will be determined at the General Meeting will be paid on 6 June 2005 to the shareholders on the date of the General Meeting. The shares will be traded exclusive of dividends on the Oslo Stock Exchange from Monday 23 May 2005.

Repurchase of own shares
Telenor will consider repurchasing of own shares in periods with high cash flow, in addition to payments of dividends. Such considerations will be based on Telenor’s potential investment opportunities and its financial situation.

At the Annual General Meeting (AGM) 6 May 2004, approval was given for the company to acquire up to 10% of the outstanding shares. This authorisation is valid until 1 July 2005. The Kingdom of Norway represented by the Ministry of Trade and Industry, which is Telenor’s largest shareholder, is obliged to participate in Telenor’s repurchase of own shares programme by voting for a proposal to redeem and cancel a proportionate part of its shares. As a consequence the Ministry of Trade and Industry’s ownership percentage in Telenor remains unchanged. Telenor will at the time of redemption pay an amount to the Ministry of Trade and Industry equalling the volume weighted average of the price Telenor paid for such shares in the market, plus interest corresponding to NIBOR + 1%.

As of 31 March 2005, and in accordance with the authorisation granted by the AGM, Telenor has acquired 20,559,900 shares at an average share price of NOK 50.22. Telenor has repurchased 2.51% of the shares approved by the authorisation, including the Ministry of Trade and Industry’s proportionate part. Of the total number of repurchased own shares, 368,200 shares were used in the employee stock ownership programme in November 2004.

At the AGM on 6 May 2004, Telenor’s shareholders approved to reduce the company’s share capital by NOK 332,669,784 through cancellation of 40,913,172 own shares and through redemption of 14,531,792 shares from the Ministry of Trade and Industry. This was in accordance with the authorisation given at the AGM on 8 May 2003 to repurchase own shares.

Distribution of shares as of 31.12.04

Interval	Number of shareholders	Share of all shareholders	Number of shares	Ownership share
1–1,000	40,981	88.4%	15,260,949	0.9%
1,001–100,000	4,999	10.8%	28,190,772	1.6%
100,001–1,000,000	274	0.6%	94,823,904	5.4%
1,000,001–10,000,000	112	0.2%	310,074,366	17.7%
10,000,001–944,626,908	14	0.0%	1,301,347,056	74.4%
Total	46,380	100.00%	1,749,697,047	100.00%

Geographic distribution

Country	Number of shares	Share of free floating shares
USA	267,826,469	34%
Norway	219,719,496	28%
UK	116,755,023	15%
Europe (outside the Nordic region)	119,765,920	15%
The Nordic Region (outside Norway)	37,897,316	5%
The rest of the world	28,534,215	4%
Total	790,498,439	100%

Share price performance
At the outset of 2004, the Telenor share was quoted at NOK 43.50. The highest quotation during the year was NOK 56.50, and the lowest was NOK 43.40. At year-end, the quotation price was NOK 55.00. Inclusive of dividends, this amounted to a 29% increase in value.The market value as at 31 December 2004 was NOK 96.2 billion, which makes Telenor ASA the third largest company quoted on the Oslo Stock Exchange.

Trade
The Telenor share is listed on the Oslo Stock Exchange under the ticker code TEL. The share is also listed on Nasdaq in the US under the ticker code TELN, where it is traded through Telenor’s ADR programme. One ADR share corresponds to three Norwegian shares. The custodian bank is JP Morgan Chase Bank.

In 2004, 1.9 billion Telenor shares at a total value of NOK 95 billion were traded on the Oslo Stock Exchange. The average trading volume for Telenor shares on the Oslo Stock Exchange for the year was 7.7 million shares per day of trading. A round lot for the Telenor share on the Oslo Stock Exchange is 200 shares.

Voting rights and ownership
Telenor has one class of shares and each share carries one vote. The Group does not have any ownership restrictions beyond those stipulated in the Norwegian concession laws. The Norwegian Public Limited Companies Act regulates the exercising of shareholder rights. Pursuant to Norwegian law, only shares registered in the owner's name can be used for voting. Voting rights can be exercised no earlier than two weeks after the shareholding has been reported to the Norwegian Central Securities Depository (VPS).

Risk adjustment
In accordance with Norwegian tax regulations, such shareholders as are subject to taxation in Norway must, when calculating sales gains, make a downward or upward adjustment of the cost price of the shares with a “RISK” amount (adjustment of original cost of shares by taxed profits). The RISK amount is calculated annually based on the change in Telenor’s retained, assessed capital, divided by the number of issued Telenor shares. The RISK amount for 2003 was NOK -0.93 per share, and the preliminary corresponding figure for 2004 has been calculated at NOK -1.39 per share. The final RISK amount for 2004 will not be published until 1 January 2006. Shareholders who are not subject to taxation in Norway are not affected by the Norwegian RISK regulations.

Rating
In July 2004, Telenor was rated by Moody’s at A2/P1 for long and short-term financing respectively. Also in September 2004, Telenor was rated by Standard & Poor at A-/A2 for corresponding long and short-term financing.

More information – continuously updated – on shareholder related matters can be found on the Telenor IR website: www.telenor.com/ir