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 31.12.05	Citizenship	Ownership share 31.12.05
The Ministry of Trade and Industry		920,954,183	NOR	53.97%
State Street Bank & Trust Co.	x	70,678,407	USA	4.14%
Folketrygdfondet		58,457,361	NOR	3.43%
JPMorgan Chase Bank	x	36,835,870	GBR	2.16%
Mellon Bank AS Agent	x	23,704,040	USA	1.39%
JPMorgan Chase Bank	x	21,078,068	GBR	1.24%
State Street Bank & Trust Co.	x	16,248 367	USA	0.95%
Fidelity Funds Europe		16,070,000	LUX	0.94%
The Northern Trust Co.	x	15,706,208	GBR	0.92%
Vital Forsikring ASA		13,624,580	NOR	0.80%
Telenor ASA		12,846,514	NOR	0.75%
JPMorgan Chase Bank		12,500,000	GBR	0.73%
UBS (Luxembourg) S.A		12,412,730	LUX	0.73%
SIS Segaintersettle AG	x	11,783,777	CHE	0.69%
SLI treaty		8,765,185	GBR	0.51%
Storebrand Livsforsikring AS		7,946,661	NOR	0.47%
JPMorgan Chase Bank		7,826,800	GBR	0.46%
JPMorgan Chase Bank	x	7,543,545	USA	0.44%
Pictet & Cie Banquiers	x	7,464,988	CHE	CHE 0.44%
DnB Nor Norge		7,176,000	NOR	NOR 0.42%
Total		1,289,623,284		75.57%
Total other		416,947,009		24.43%
Total number of shares		1,706,570,293		100.00%
Total number of shareholders (pr 31.12.05)		41,340

Ownership structure
At year-end 2005, Telenor had 41,340 shareholders. Of these, 40,030 were private shareholders. Non-Norwegian investors (not holding Norwegian citizenship) owned approximately 35.6% of the total stock. This is an increase in foreign ownership of 13% since year-end 2004. 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%.

Share programme for employees
To encourage long-term shareholding among Telenor employees, all permanent employees in Telenor ASA and in Nordic 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 1 December, 2006 (share quotation NOK 67.37), be at least 10% higher than a corresponding average price during the last 30 days of trade up to and including 1 December 2005 (share quotation NOK 61.24), those having subscribed for shares on the terms of this offer will be allocated “profit bonus shares” for NOK 5,000, provided, however, that they still hold the allocated shares and are still permanent employees of Telenor.

Around 32% of the employees who were offered shares took advantage of the offer. They were allocated 116 shares each at a price of 64.25 per share, which was the closing price on 1 December 2005. After deducting the discount, the effective price is NOK 51.40 per share.

On 21 November 2005 2,078 of the employees having taken part in the share programme for employees in 2004 were each alloted 39 bonus shares.

Share capital and treasury
As of 31 December 2005, Telenor ASA had a share capital of NOK 10.2 billion, divided into 1.706.570.293 shares, each with a nominal value of NOK 6. The Group holds 12,846,514 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 2.00 per share be distributed for 2005.

Such dividend as will be determined at the General Meeting will be paid on 8 June 2006 to the shareholders on the date of the General Meeting. The shares will be traded exclusive of dividends on the Oslo Stock Exchange from Wednesday 24 May 2006.

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) 20 May 2005, approval was given for the company to acquire up to 10% of the outstanding shares. This authorisation is valid until 1 July 2006. 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 18 April 2006, and in accordance with the authorisation granted by the AGM, Telenor has acquired 13,844,000 shares at an average share price of NOK 50.22. Telenor has repurchased 1.54% 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, 1,738,818 shares were used in share option programmes and employee stock ownership programmes.

At the AGM on 20 May 2005, Telenor’s shareholders approved to reduce the company’s share capital by NOK 263,186,550 through cancellation of 20,191,700 own shares and through redemption of 23,672,725 shares from the Ministry of Trade and Industry. This was in accordance with the authorisation given at the AGM on 6 May 2004 to repurchase own shares.

Share price performance
At the outset of 2005, the Telenor share was quoted at NOK 56.25. The highest quotation during the year was NOK 66.75, and the lowest was NOK 49.50. At yearend, the quotation price was NOK 66.25. Inclusive of dividends, this amounted to a 24% increase in value.The market value as at 31 December 2004 was NOK 113.1 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 2005, 1.8 billion Telenor shares at a total value of NOK 101 billion were traded on the Oslo Stock Exchange. The average trading volume for Telenor shares on the Oslo Stock Exchange for the year was 7.1 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 2004 was NOK -1.39 per share. Preliminary 2005 RISK adjustment (adjustment of shares tax base) for Telenor ASA is calculated to be negative with NOK 1,95 per share, including proposed dividend payments in the 2005 financial statements.The final RISK amount for 2005 will not be published until 1 January 2007. Shareholders who are not subject to taxation in Norway are not affected by the Norwegian RISK regulations.

Rating
In March 2006, Telenor was rated by Moody’s at A2/P1 for long and short-term financing respectively. Also in November 2005, Telenor was rated by Standard & Poor at A-/A2 for corresponding long and short-term financing.

Distribution of shares as of. 31.12.2005

Interval	Number of shareholders	Share of all shareholders	Number of shares	Ownership share
1-1000	37,064	89.7%	31,565,046	1.8%
1 001-100 000	3,874	9.4%	4,956,553	0.3%
100 001-1 000 000	272	0.7%	98,465,297	5.8%
1 000 001-10 000 000	116	0.3%	328,683,292	19.3%
10 000 001-1 129 842 400	14	0.0%	1,242,900,105	72.8%
Total	41,340	100.00%	1,706,570,293	100.00%

Geographic distribution of free-floating shares as of. 31.12.2005

Country	Number of shares	Share of free- floating shares
Norway	166,050,587	21%
USA	205,648,128	27%
UK	157,885,940	20%
Europe (outside the Nordic region)	175,333,593	23%
The Nordic region (outside Norway)	26,254,366	3%
The rest of the world	41,596,982	5%
Total	772,769,596	100%

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