Memoria explícita durante el intraoperatorio

As of 31 December 2008, The Ministry of Trade and Industry of Norway owned 546,902,099 ordinary shares in Norsk Hydro ASA, representing 43.8 percent of the total number of ordinary shares authorized and issued and 45.3 percent of the total shares outstanding. In addition Folketrygdfondet, which manages the Government Pension Fund – Norway owned 65,370,435 ordinary shares, representing 5.2 percent of the total number of ordinary shares issued and 5.4 percent of the total shares outstanding. Folketrygdfondet is a company by special statute with the Norwegian State as sole owner. In total the Norwegian State owns 612,272,534 ordinary shares. This represents 49.1 percent of the total number of ordinary shares issued and 50.8 percent of the total shared outstanding. There are no preferential voting rights associated with the ordinary shares held by the Norwegian State. Other shares are held by a widespread group of shareholders, in total around 49,000 reg- istered share holders. No other shareholder holds more than 5 percent of Hydro’s outstanding shares. Hydro has concluded that the Norwegian state’s share holding represents de facto control.

The Norwegian state has ownership interests in around 80 companies. We have, for the purpose of this disclosure, related to public information from the State 1)_{, and we have} not assessed which of these companies are controlled by the state. Hydro has business transactions with a number of these companies, including purchase of power from Statkraft SF. Generally, transactions are agreed independent of the common control exercised by the State. In December 2006, the Board of Directors in Hydro and Statoil (now StatoilHydro) agreed to propose a plan whereby Hydro’s petroleum activities would be demerged and merged with Statoil to form StatoilHydro. The plan was approved by the general meeting in July 2007, and the demerger and merger was completed on 1 October 2007. See note 7 Discontinued operations and assets held for sale for further information.

The Annual General Meeting held on 6 May 2008 approved a buyback authorization of 45,000,000 shares over a one-year period. The Ministry of Trade and Industry agreed to partici- pate in the redemption of a proportional number of shares in order to leave its ownership interest unchanged. Including the share redemption, the authorization provided for a maximum of 80,105,091 shares to be cancelled.

The Annual General Meeting held on 9 May 2006 approved a buyback authorization of 22,470,482 shares over a one-year period. The Ministry of Trade and Industry agreed to partici- pate in the redemption of a proportional number of shares in order to leave its ownership interest unchanged. In total, Hydro bought back 21,627,000 shares at an average price of NOK 160.79 per share under this authorization. A decision to cancel the shares repurchased, and 16,871,506 shares owned

by the Ministry, was approved at the General Meeting of share- holders on 5 July 2007. The Ministry received a total compen- sation of NOK 2,702 million for the shares, which corresponds to the average price per share for the buy-back in the market, plus interest compensation and with reduction for dividends paid in May for the cancelled shares.

A significant share of Hydro’s defined benefit post-employ- ment benefit plans are managed by the independent pension trust, Norsk Hydro Pensjonskasse. This trust owns some of the office buildings rented by Hydro. The rental arrangements are based on market price benchmarks. In total, Hydro rents around 63,000 m2 _{office and related buildings, plus certain} other buildings on contracts with a remaining life of around 12 years from the trust. Of this, around 51,000 m2 _{is subleased} to StatoilHydro. Hydro also has a contract with the pension trust to rent an office building at the head office site currently under construction to Hydro’s specification. Hydro has paid a total rental of NOK 143 million and NOK 132 million for 2008 and 2007, respectively. The amount for 2007 include certain other buildings not rented by Hydro as of the end of 2007. Areas where the lease arrangement were transferred to StatoilHydro in the demerger on 1 October 2007 are excluded from the figures above, while areas used for combined pur- poses of both the Hydro’s continued business and the trans- ferred business for the period until the completion of the demerger, and areas subleased after the demerger, are included. In addition, Hydro is involved with pension trusts in Great Britain and some other countries. There are no similar arrange- ments with those trusts.

The current and prior year members of Hydro’s board of directors are stated in Note 45 Board of Directors’ and Corpo- rate Assembly remuneration, where their remuneration and share ownership is outlined. Some of the board members or their close members of family serve as board members or exec- utive directors in other companies. In addition, some mem- bers of Hydro’s corporate management board or their close members of family serve as board members in other compa- nies. Hydro has not identified any transactions where the rela- tionship is known to have influenced the transaction.

Hydro’s significant associated companies and transactions with those companies are described in note 25 Investments in associates. Hydro’s significant jointly controlled entities and transactions with those entities are described in note 26 Invest- ments in jointly controlled entities. Hydro has joint venture arrangements with a number of other companies. Generally, the relationships are limited to a combined effort within a lim- ited area, often raw material production in the form of power, alumina or anode production, production of aluminium or combined production of semi fabricated products. Hydro con- siders the joint venture partners competitors in other business transactions, and do not see these relationships as related party relationships.

Income statements

Amounts in NOK million Notes 2008 2007

Revenue 164 258

Gain on sale of subsidiaries and associates, net 3 1,932 1

Total revenue and income 2,097 259

Employee benefits expense 4, 5 745 641

Depreciation and amortization expense 6 13 14

Other 56 (58)

Total operating expenses 814 597

Operating income (loss) 1,283 (338)

Financial income, net 7 9,361 9,748

Income before taxes 10,644 9,410

Income taxes 8 (1,427) 56

Net income 9,216 9,466

Appropriation of net income and equity transfers:

Dividend proposed - (6,047)

Retained earnings (9,216) (3,419)

Total appropriation (9,216) (9,466)

Balance sheets

Amounts in NOK million, 31 December Notes 2008 2007

Assets

Intangible assets 8 90 209

Property, plant and equipment 6 172 172

Shares in subsidiaries 9 30,066 31,023

Intercompany receivables 10,241 29,589

Associates and jointly controlled entities 10 134 154 Prepaid pension, investments and other non-current assets 4, 11 2,812 2,661 Total financial non-current assets 43,254 63,427

Accounts receivable 11 63

Intercompany receivables 47,050 22,962

Prepaid expenses and other current assets 11 669 660

Short-term investments - 750

Cash and cash equivalents 2,162 7,899

Total current assets 49,893 32,334

Total assets 93,409 96,141

Equity and liabilities Paid-in capital:

Share capital 1,247,956,949 shares of NOK 1.098 13 1,370 1,370 Treasury shares 41,631,086 shares of NOK 1.098 13 (46) (42)

Paid-in premium 13 182 182

Other paid-in capital 13 127 178

Retained earnings:

Retained earnings 13 31,790 22,580

Treasury shares 13 (4,228) (4,241)

Equity 13 29,195 20,027

Other long-term liabilities 4 2,202 2,134

Intercompany payables 160 261

Bank loans and other interest-bearing short-term debt 11 597 599

Dividends payable - 6,047

Intercompany payables 58,736 66,277

Other current liabilities 2,519 796

Total current liabilities 61,852 73,719

Total equity and liabilities 93,409 96,141

Statements of cash flows

Amounts in NOK million 2008 2007

Net income 9,216 9,466

Depreciation and amortization expense 13 14 Write-down and (gain) loss on sale of non-current assets, net (1,746) 117

Other adjustments (1,789) (2,522)

Net cash provided by operating activities 5,694 7,075

Investments in subsidiaries (2) (54)

Sales of subsidiaries 4,676 1

Net sales of other investments 792 12,192 Net cash provided by investing activities 5,466 12,139

Dividends paid (6,053) (6,134)

Other financing activities, net 1) _{(10,650) (10,666)}

Net cash used in financing activities (16,703) (16,800) Foreign currency effects on cash (194) (192) Net increase (decrease) in cash and cash equivalents (5,737) 2,222 Cash and cash equivalents at beginning of year 7,899 5,677 Cash and cash equivalents at end of year 2,162 7,899

1) Includes the effect of demerger in 2007, see note 2 Demerger.

note 1