Supervisory Committee of Verdipapirsentralen ASA

Report for 2006

To
The Annual General Meeting of Verdipapirsentralen ASA
The Annual General Meeting of Verdipapirsentralen Holding ASA
The Financial Supervisory
Authority of Norway

The Supervisory Committee comprised the following
members in 2006

Members
Jan P. Romsaas, Attorney-at-Law, Chairman
Vegard Østlien, Chief Internal Auditor
Eldbjørg Sture, Adviser (appointed by the General Meeting on 26 April 2006)

Attending alternate
Kjell Hatlen, Assistant Director

Meetings
The Supervisory Committee met seven times in 2006.
The alternate was called to all these meetings.

Work during the year
The Supervisory Committee carried out its tasks in compliance with the Securities Register Act, with the Instructions for the Supervisory Committee adopted by the General Meeting of Verdipapirsentralen ASA on 21 November 2002 and approved by the Financial Supervisory Authority of Norway on 18 December 2002, with the Articles of Association for Verdipapirsentralen ASA and the Committee’s adopted plan of operation.

The Supervisory Committee oversees that Verdipapirsentralen ASA complies
with laws, regulations and the terms and conditions of its licence, the Articles of Association and resolutions adopted by the company’s bodies, as well as assessing security aspects of the company’s operations. Moreover, in conformity with its instructions the Committee oversees that the company has satisfactory guidelines and routines for the development and management of its information technology and infrastructure, that it has satisfactory guidelines for security and that they are adhered to, and that the company has satisfactory guidelines for the ongoing internal audit of its operations.

The Board of Directors’ dispositions
The Committee supervised the dispositions of the Board of Directors in the period 1 September – 31 December 2006 to ensure that they complied with laws and regulations, the terms and conditions of the company’s licence, the Articles of Association, resolutions adopted by the company’s bodies, and the security policy established by the Board of Directors.

Regulatory framework
Verdipapirsentralen ASA was granted a licence by the Ministry of Finance on 29 January 2003 to operate as a securities depository. The company’s Articles of Association were approved by the ministry on the same date.

Verdipapirsentralen ASA has, pursuant to the Securities Register Act, established the further rules for its activities. The rules have been approved by the Financial Supervisory Authority of Norway.

In the opinion of the Supervisory Committee, Verdipapirsentralen ASA has complied with the rules laid down for its activities.

In 2005 the Supervisory Committee instigated a legal review of the activities of Verdipapirsentralen ASA to ensure its conformity with applicable regulations. The review is in process by the Legal Department of Verdipapirsentralen ASA, and the final report will be submitted to the Supervisory Committee.

Security
The Supervisory Committee supports the conclusions of the internal audit unit in its annual report for 2006 to the Board of Directors of Verdipapirsentralen ASA to the effect that the company is in compliance with the Regulations on the Use of Information and Communications Technology (ICT Regulations) and that users’ and Verdipapirsentrale’s data are subject to proper input, processing, distribution, retention and deletion procedures.

The Supervisory Committee has studied the reports submitted by the Board of Directors and the statutory auditor. The Committee is not aware of other
circumstances which should be brought to the attention of the Annual General Meeting and the Financial Supervisory Authority.

Oslo, 14 March 2007

Jan P. Romsaas, Chairman




Vegard Østlien



Eldbjørg Sture