Telenor's annual reporting 2006 Annual review 2006

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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) 23 May 2006, approval was given for the company to acquire up to 165,000,000 own shares, which equates to approximately 10% of the outstanding shares. This authorisation is valid until the Annual General Meeting to be held in 2007. 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%.

At the AGM on 23 May 2006, Telenor’s shareholders approved to reduce the company’s share capital by NOK 157,774,338 through cancellation of 12,105,182 own shares and through redemption of 14,190,541 shares from the Ministry of Trade and Industry. This was in accordance with the authorisation given at the AGM on 20 May 2005 to repurchase own shares.