The President and CEO’s Message Shareholder Information The VPS Group Market Developments The Board of Directors’ Report Profit and Loss Account Balance Sheet Funds Flow Statement Notes to the Accounts Auditor’s Report Supervisory Committee’s Report Registrations at 31 December Corporate Governance Governing Bodies

SHAREHOLDER INFORMATION Shareholders At the end of 2004, VPS Holding ASA had 148 shareholders holding a total of 5,000,000 shares. Each share has a nominal value of NOK 10 and carries one vote. Of these 148 shareholders, 53 were VPS employees. 16 per cent of VPS’s shares are held by foreign investors. The twenty largest shareholders own 93 per cent of the company. Under the provisions of the Act relating to the Registration of Financial Instruments, no single shareholder may hold more than 10 per cent of the shares. Each share carries one vote at the annual general meeting, subject to the limitations following from the legislation in force at any time. (The Ministry of Finance has given DnBNOR ASA permission to hold 16.58 per cent of the shares in VPS Holding ASA for three years. The Ministry has made it a condition that DnBNOR ASA, at a general meeting of VPS Holding ASA, may not vote for more than 10 per cent of the shares in the company or for more than 20% of the votes that are represented at the meeting.) 20 largest shareholders at 31 December 2004 Navn Antall aksjer % DnBNOR Bank ASA 829 180 16,58 Arendals Fossekompani 499 000 9,98 Nordea Bank Norge ASA 408 000 8,16 Morgan Stanley (NOM) 405 600 8,11 Norsk Hydros Pensjonskasse 374 800 7,50 Oslo Børs ASA 327 000 6,54 Skandinaviska Enskilda Banken 291 000 5,82 KLP Forsikring 284 300 5,69 Sundt AS 278 800 5,58 Odin Norge 245 524 4,91 Pareto AS 174 600 3,49 Erik Must AS 91 100 1,82 Sparebanken Vest 90 200 1,80 Telenor Pensjonskasse 62 010 1,24 Havfonn AS 50 000 1,00 JP Morgan Chase Bank (NOM) 50 000 1,00 Statoils Pensjonskasse 49 500 0,99 Bergesen d.y.'s familielegat 40 000 0,80 Snefonn AS 39 300 0,79 Bank of New York 36 000 0,72 Totalt 4 622 463 92,46 In March 2004, Oslo Børs ASA purchased Goldmann Sachs’ 6.54 per cent of the shares in VPS Holding ASA and became the sixth largest shareholder in the company. Apart from this, the shares held by the twenty largest shareholders remained relatively stable throughout the year. Dividend and share price The Board of Directors recommends a dividend of NOK 8.10 per share in VPS Holding ASA for 2004. VPS Holding ASA’s shares are listed on List A in the Association of Norwegian Stockbroking Companies’ information system (OTC system). Between the first day of trading on 10 April 2003 and the end of 2004, the value of the company’s shares increased from NOK 350 to 1,050 million. Price of shares in VPS Holding ASA, 2003-2004 TOP 1984 The Act relating to the Central Securities Depository establishes VPS as a self-owning institution with the sole right to register securities. The reason for this establishment was the large increase in securities trading – both in number of investors and in number of quoted securities. In one year, trading in shares was trebled from NOK 7 to 21 billion. Photo: Aker Brygge. Niels A. Torp AS were the main architects.