Base Prospectus - Malta Financial Services Authority

SHAREHOLDERS, MANAGEMENT AND EMPLOYEES
The Issuer is 100 per cent. owned by DnB NOR ASA. The following table sets forth, as at
31st July, 2006, the 20 largest shareholders of DnB NOR ASA, the number of shares held by each
such shareholder, the percentage of outstanding shares represented by each shareholding and the
country of incorporation of the shareholders:
Major shareholders
No. of shares Percentage Name of shareholders Country
454,537,465 34.00 Norwegian Government Norway
146,391,364 10.95 DnB NOR Savings Bank Foundation Norway
55,451,709 4.15 JPMorgan Chase Bank Treaty Account Great Britain
42,032,725 3.14 Folketrygdfondet Norway
40,071,872 3.00 State Street Bank & Client Omnibus D USA
28,515,906 2.13 Gjensidige Forsikring Norway
25,280,600 1.89 JPMorgan Chase Fidelity Lending Account USA
24,103,635 1.81 The Northern Trust C Treaty Account Great Britain
22,174,600 1.66 Fidelity Funds, Europe Funds Luxembourg
20,401,700 1.53 JPMorgan Chase Bank, Euro Pacific Growth USA
17,192,686 1.29 Mellon Bank as agent for clients A/C Mellon nominee
USA
15 omnibus
15,246,720 1.14 State Street Bank & Client Omnibus S USA
14,655,036 1.10 Pioneer Asset Management Luxembourg
12,069,679 0.90 JPMorgan Chase Bank, Omnibus Lending Account USA
10,936,100 0.82 JPMorgan Chase Bank, Capital World USA
9,000,000 0.67 Orkla ASA Norway
9,000,000 0.67 Oslo Pensjonsforsikring Norway
8,832,146 0.66 Mellon Bank as agent for ABN AMRO A/C Mellon
USA
ABN 15 omnibus
8,610,455 0.64 JPMorgan Chase Bank, Escrow Account Great Britain
8,500,000 0.64 DnB NOR Employees Fund AS Norway
Supervisory Board
Responsibility and organisation
The Issuer has a supervisory board (‘‘Supervisory Board’’) which is in accordance with the Norwegian
Financial Institutions Act and the Issuer’s articles of association. The Supervisory Board consists of 30
members with 10 to 20 deputies, 20 members elected by the shareholders and 10 members elected by
the employees. The members of the Supervisory Board are elected for two-year terms.
The Supervisory Board annually elects its chairman and vice-chairman from among its
members. The current chairman is Benedicte Berg Schilbredk and the vice-chairman is Ole-Eirik
Lerøy.
The main responsibility of the Supervisory Board is to supervise the Board of Directors of the
Issuer (the ‘‘Board of Directors’’) and the chief executive officer’s (‘‘CEO’’) management of the
Issuer. The Supervisory Board must also submit a statement to the Issuer’s general meeting of
shareholders on whether the Issuer’s Board of Directors’ proposal for the profit and loss account
and balance sheet should be approved, as well as on the Board of Directors’ proposal for
allocation of the profit or loss cover. Pursuant to the Issuer’s articles of association, the
Supervisory Board elects the board members and deputies (including the chairman and the vicechairman),
the election committee and the external auditor and determines their remuneration. The
Supervisory Board also determines the remuneration of the CEO. Furthermore the Supervisory
Board has established the guidelines for the Control Committee (as defined below) and may adopt
recommendations to the Board of Directors on all matters.
The Supervisory Board holds meetings as often as necessary, and when requested by the
Board of Directors, its Control Committee or at least one-sixth of the members of the Supervisory
Board.
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