Sección V. Licencias y Permisos
NO HABER PRESENTADO AVISO A LA AUTORIDAD MUNICIPAL SOBRE:
8 May Annual General Meeting
9 May Ordinary shares and ADRs trading ex-dividend 11 May Record date for dividend ADRs
12 May Record date for dividend ordinary shares 21 May Payment of dividend ordinary shares 29 May Payment of dividend ADRs
31 May First quarter results 24 July Second quarter results 23 October Third quarter results
Other information
Taxation
United States federal income tax consequences
The following is a general summary of certain material US fed- eral income tax consequences of the ownership and disposition of ordinary shares or American Depositary Shares (ADSs) to a US holder (as defined below) that holds its ordinary shares or ADSs as capital assets. This summary is based on US tax laws, including the Internal Revenue Code of 1986, as amended (the Code), Treasury regulations, rulings, judicial decisions, adminis- trative pronouncements, Norwegian tax laws, and the Conven- tion between the United States and the Kingdom of Norway for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Property, entered into force 29 November 1972, and the Protocol thereto (the Treaty). All are currently in effect as of the date of this report, but are subject to change or changes in interpretation, possibly with retroactive effect. In addition, this summary is based in part upon the representations of the Depositary and the assumption that
each obligation in the Deposit Agreement relating to the ADSs and any related agreement will be performed in accordance with its terms.
This summary does not address all aspects of US federal income taxation that may apply to holders that are subject to special tax rules, including US expatriates, insurance companies, tax-ex- empt organizations, banks, financial institutions, regulated invest- ment companies, persons subject to the alternative minimum tax, securities broker-dealers, traders in securities who elect to apply a mark-to-market method of accounting, investors that actually or constructively own 10 percent or more of the share capital or voting stock of Norsk Hydro ASA, persons holding their ordi- nary shares or ADSs as part of a straddle, hedging transaction, or conversion transaction, persons who acquired their ordinary shares or ADSs pursuant to the exercise of employee stock op- tions or otherwise as compensation, or persons whose functional currency is not the US dollar. Such holders may be subject to US federal income tax consequences different from those set forth below.
2006 2005 2004 2003 2002
Share price high, Oslo (NOK) 1) 199.40 149.70 104.30 73.18 77.77
Share price low, Oslo (NOK) 135.00 92.50 72.30 46.20 48.14
Share price average, Oslo (NOK) 164.05 119.14 88.77 59.96 61.65
Share price year-end, Oslo (NOK) 193.50 138.60 95.40 72.39 54.75
Share price high, NYSE (USD) 32.37 23.43 16.72 10.95 9.22
Share price low, NYSE (USD) 20.93 14.80 10.69 6.33 6.53
Share price average, NYSE (USD) 25.73 18.46 13.22 8.49 7.73
Share price year-end, NYSE (USD) 30.67 20.64 15.74 10.90 7.83
Earnings per share (EPS) (NOK) 14.00 12.50 9.90 8.50 6.80
EPS from continuing operations (NOK) 13.90 12.40 9.00 6.50 5.50
P/E2) 13.92 11.05 10.58 11.14 9.96
Dividend per share (NOK) 3) 5.00 4.40 4.00 2.20 2.10
Pay-out ratio 4) 36% 35% 44% 26% 31%
Dividend growth 14% 10% 82% 5% 5%
Pay-out ratio five year average 5) 34% 34% 29% 28% 31%
Debt/equity ratio 6) 0.31 0.11 0.38 0.60
Credit rating, Standard & Poor’s A- A A A A
Credit rating, Moody’s A2 A1 A2 A2 A2
Beta7) 1.91 1.76 1.56 0.84 0.94
Non-Norwegian ownership, year-end 38% 40% 37% 35% 36%
Outstanding shares, average 1,240,804,344 1,254,036,520 1,272,057,165 1,287,642,555 1,288,997,055 Outstanding shares, year-end 1,226,175,885 1,250,692,320 1,254,196,150 1,283,560,000 1,289,802,660
1) Adjustment factor 0.881699 used for share prices prior to the demerger of 25 March 2004, according to Oslo Stock Exchange’s calculation methods. 2) Share price at year-end divided by EPS from continuing operations
3) Proposed dividend for 2006
4) Dividend per share divided by earnings per share. EPS from continuing operations in 2004. 5) Total dividend divided by net income for last five years
6) Interest-bearing debt + net pension liability (tax adjusted) + operating lease commitments (discounted) - cash and cash equivalents - short-term investments divided by shareholders’ equity + minority interest
eholder information
A US holder of ordinary shares or ADSs is a US holder if the holder is a beneficial owner of such ordinary shares or ADSs and is (i) a citizen or individual resident of the United States, a corporation (or other entity taxable as a corporation for US federal income tax purposes) created or organized in or under the laws of the United States or any political subdivision thereof, an estate the income of which is subject to US federal income tax regardless of its source, or a trust if a court within the United States can exercise primary supervision over the administration of the trust and one or more US persons are authorized to con- trol all substantial decisions of the trust; and (ii) who is not also a resident of Norway for Norwegian tax purposes or holding the shares or ADSs through a permanent establishment or other fixed presence in Norway.
If a partnership (or other entity treated as a partnership for US federal income tax purposes) holds ordinary shares or ADSs, the tax treatment of the partner generally will depend upon the status of the partner and the activities of the partnership. A partner in a partnership that holds ordinary shares or ADSs is urged to con- sult its own tax advisor regarding the specific tax consequences of owning and disposing of the ordinary shares or ADSs. US holders are advised to consult their own tax advisors re- garding the specific Norwegian and US federal, state and local tax consequences of owning and disposing of ordinary shares or ADSs in light of their particular circumstances as well as any consequences arising under the laws of any other taxing jurisdic- tion. In particular, US holders are urged to consult their own tax advisors regarding whether they are eligible for benefits under the Treaty.
For US federal income tax purposes, a US holder of ADSs should be treated as owning the underlying ordinary shares represented by those ADSs. The following discussion (except where other- wise expressly noted) applies equally to US holders of ordinary shares and US holders of ADSs. Furthermore, deposits or with- drawals by a US holder of ordinary shares for ADSs, or of ADSs for ordinary shares, will not be subject to US federal income tax or Norwegian tax.
Taxation of dividends
For US federal income tax purposes, the gross amount of any dis- tributions, including the amount of any withholding tax thereon, paid to a US holder by Hydro will be taxable as dividend income to the US holder, based on the US dollar value of the distribution calculated by reference to the spot rate in effect on the date the distribution is actually or constructively received by the US holder, in the case of ordinary shares, or by the Depositary, in the case of ADSs. Dividends paid by Hydro will not be eligible for the divi- dends received deduction generally allowed to US corporations in respect of dividends received from other US corporations. The amount of any distribution paid in Norwegian kroner will be includible in the gross income of a US holder of ordinary shares in an amount equal to the US dollar value of the Norwegian kro- ner calculated by reference to the spot rate in effect on the date of receipt, regardless of whether the Norwegian kroner are con- verted into US dollars. If the Norwegian kroner are converted into US dollars on the date of receipt, a US holder of ordinary shares generally should not be required to recognize foreign currency gain or loss in respect of the dividend. If the Norwegian kroner received in the distribution are not converted into US dollars on
the date of receipt, a US holder of ordinary shares will have a basis in the foreign currency equal to its US dollar value on the date of receipt. Any gain or loss recognized upon a subsequent conversion or other disposition of foreign currency will be treated as US source ordinary income or loss. In the case of a US holder of ADSs, the amount of any distribution paid in Norwegian kroner ordinarily will be converted into US dollars by the Depositary upon its receipt. Accordingly, a US holder of ADSs generally will not be required to recognize foreign currency gain or loss in respect of the distribution. Special rules govern and specific elections are available to accrual method taxpayers to determine the US dol- lar amount included in income in the case of taxes withheld in a foreign currency. Accrual basis taxpayers are urged to consult their own tax advisors regarding the requirements and elections applicable in this regard.
Certain US holders (including individuals) are eligible for reduced rates of US federal income tax (at a maximum rate of 15 per- cent) in respect of qualified dividend income received in tax- able years beginning before 1 January 2011. For this purpose, qualified dividend income generally includes dividends paid by a non-US corporation if, among other things, the US holders meet certain minimum holding periods and the non-US corpo- ration satisfies certain requirements, including that either (i) the shares (or ADSs) with respect to which the dividend has been paid are readily tradable on an established securities market in the United States or (ii) the non-US corporation is eligible for the benefits of a comprehensive US income tax treaty (such as the Treaty) which provides for the exchange of information. The Company currently believes that dividends paid with respect to its ordinary shares and ADSs should constitute qualified divi- dend income for US federal income tax purposes, however, this is a factual matter and is subject to change. The Company an- ticipates its dividends will be reported as qualified dividends on Forms 1099-DIV delivered to US holders. US holders of ordinary shares or ADSs are urged to consult their own tax advisors re- garding the availability to them of the reduced dividend tax rate in light of their own particular situation and the computations of their foreign tax credit limitation with respect to any qualified dividends paid to them, as applicable.
Subject to certain limitations, Norwegian withholding taxes will be treated as foreign taxes eligible for credit against a US holder’s US federal income tax liability. Dividends generally will constitute foreign source “passive income” or “financial services income”. For taxable years beginning after 31 December 2006, dividend income generally will constitute “passive category in- come”, or, in the case of certain US holders, “general category income”. The use of foreign tax credits is subject to complex rules and limitations. In lieu of a credit, a US holder who itemizes deductions may elect to deduct all of such US holder’s foreign taxes in the taxable year. A deduction does not reduce tax on a dollar-for-dollar basis like a credit, but the deduction for foreign taxes is not subject to the same limitations applicable to foreign tax credits. Each US holder is urged to consult its own tax ad- visor concerning whether the US holder is eligible for benefits under the Treaty, and whether, and to what extent, a foreign tax credit will be available.
The US Treasury has expressed concern that parties to whom ADSs are released may be taking actions that are inconsistent with the claiming of foreign tax credits or reduced tax rates in respect of qualified dividends by US holders of ADSs. Accord-
ingly, the analysis of the creditability of Norwegian withholding taxes or the availability of qualified dividend treatment could be affected by future actions that may be taken by the US Treasury with respect to ADSs.
Taxation on sale, exchange, or other disposition
Upon a sale, exchange, or other disposition of ordinary shares or ADSs, a US holder will generally recognize capital gain or loss for US federal income tax purposes in an amount equal to the difference between the US dollar value of the amount real- ized on the disposition and the US holder’s adjusted tax basis, determined in US dollars, in the ordinary shares or ADSs. Such gain or loss generally will be US source gain or loss, and gener- ally will be treated as a long-term capital gain or loss if the US holder’s holding period in the ordinary shares or ADSs exceeds one year at the time of disposition. The deductibility of capital losses is subject to significant limitations. If the US holder is an individual, any capital gain generally will be subject to US federal income tax at preferential rates if specified minimum holding periods are met.
Passive foreign investment company considerations A non-US corporation will be classified as a Passive Foreign Investment Company (a PFIC) for any taxable year if at least 75 percent of its gross income consists of passive income (such as dividends, interest, rents or royalties and gains on the disposi- tion of certain minority interests), or at least 50 percent of the average value of its assets consist of assets that produce, or are held for the production of, passive income. The Company currently believes that it will not be treated as a PFIC for the taxable year ended 31 December 2006. If the Company were to become a PFIC in any taxable year, the tax on distributions on its ordinary shares or ADSs may be less favorable than as described herein. Furthermore, dividends paid by the Company would not be qualified dividend income and would be taxed at the higher rates applicable to other items of ordinary income. US holders should consult their own tax advisors regarding the application of the PFIC rules to their ownership of ordinary shares or ADSs.
US information and backup withholding
Dividend payments with respect to ordinary shares or ADSs and proceeds from the sale, exchange, or other disposition of ordi- nary shares or ADSs may be subject to information reporting to the Internal Revenue Service (the IRS) and possible US backup withholding at a current rate of 28 percent. Backup withholding will not apply, however, to a holder who furnishes an accurate taxpayer identification number or certificate of foreign status and makes any other required certification or who is otherwise exempt from backup withholding. US persons who are required to estab- lish their exempt status generally must provide such certification on IRS Form W-9 (Request for Taxpayer Identification Number and Certification). Non-US holders generally are not subject to US information reporting and backup withholding. However, such holders may be required to provide certification of non-US status (generally on IRS Form W-8BEN) in connection with payments re- ceived in the United States or through US-related financial inter- mediaries. Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a hold- er’s US federal income tax liability, and a holder may obtain a refund of any excess amounts withheld under the backup with- holding rules by timely filing the appropriate claim for refund with the IRS and by furnishing any required information.
Norwegian tax consequences taxation of dividends A non-Norwegian shareholder is generally subject to a with- holding tax at a rate of 25 percent on dividends distributed by Norwegian companies, unless the non-Norwegian shareholder is a limited liability company or a similar entity resident within the European Economic Area, or the non-Norwegian shareholder is carrying on business activities in Norway and such shares are ef- fectively connected with such activities. The withholding tax of 25 percent may be lower pursuant to tax treaties between Norway and the country in which the shareholder is resident. The Treaty rate is generally 15 percent. The Treaty withholding tax rate will generally apply to dividends paid on shares held directly by US holders that are residents of the United States within the meaning of the Treaty.
Exchange controls
Under current Norwegian foreign exchange regulations, transfers of capital to and from Norway are not subject to prior approval from Norwegian authorities or the Central Bank provided that payments are made through licensed banks. Thus, non-Norwe- gian shareholders may receive dividend payments without a Nor- wegian exchange control consent.
Exchange rate information
We publish our consolidated financial statements in Norwegian kroner (NOK). In this report, references to US dollar, US dol- lars, USD, US$ or $ are to United States dollars. The following tables set forth, for the periods indicated, certain information concerning the exchange rate of Norwegian kroner for USD 1.00, based on the noon buying rate in the City of New York for cable transfers in foreign currencies as certified for customs
purposes by the Federal Reserve Bank of New York (the Noon Buying Rate):
Fluctuations in the exchange rate between the Norwegian kro- ner and the US dollar will affect the US dollar equivalent of the Norwegian kroner price of Hydro’s ordinary shares on the Oslo Stock Exchange and, as a result, are likely to affect the market price of the ordinary shares represented by ADSs in the United States. Such fluctuations could also affect the US dollar amounts received by holders of ADSs on conversion of cash dividends, paid by Hydro in Norwegian kroner, on the ordinary shares repre- sented by the ADSs.
eholder information
Exchange rate information
NOK/USD average noon buying rate 1)
2002 7.93
2003 7.06
2004 6.72
2005 6.46
2006 6.36
NOK/USD noon buying rate 2)
Month High Low
September 2006 6.60 6.34 October 2006 6.78 6.53 November 2006 6.50 6.15 December 2006 6.28 6.09 January 2007 6.47 6.18 February 2007 6.28 6.11
1) The average of the noon buying rates on the last business day of each month during the year indicated. 2) The noon buying rate on 28 February 2007 was NOK 6.13 = USD 1.00