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Scott
A. Ziegler, Esq.
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Ziegler,
Ziegler & Associates LLP
570
Lexington Avenue, 44th
Floor
New
York, New York 10022
(212)
319-7600
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Title
of each class of
Securities
to be registered
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Amount
to
be registered
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Proposed
maximum aggregate price per unit
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Proposed
maximum
Aggregate
offering price
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Amount
of
Registration
fee
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American
Depositary Shares ("ADSs") each representing three ordinary shares
of
Telenor ASA
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N/A
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N/A
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N/A
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N/A
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Item
Number and Caption
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Location
in Form of American Depositary
Receipt
Filed Herewith as Prospectus
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(1) Name
and address of principal executive office of the
Depositary
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Introductory
paragraph and final sentence on Face of American Depositary Receipt
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(2) Title
of American Depositary Receipts and identity of deposited
securities
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Face
of American Depositary Receipt, top center
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Terms
of Deposit:
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(i) Amount
of deposited securities represented by one unit of American Depositary
Shares
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Face
of American Depositary Receipt, upper right corner
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(ii) Procedure
for voting, if any, the deposited securities
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Paragraph
(13)
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(iii) Collection
and distribution of dividends
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Paragraphs
(4), (7), (9) and (11)
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(iv) Transmission
of notices, reports and proxy soliciting material
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Paragraph
(10)
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(v) Sale
or exercise of rights
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Paragraphs
(9) and (11)
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(vi) Deposit
or sale of securities resulting from dividends, splits or plans
of
reorganization
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Paragraphs
(4), (7), (9) and (14)
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(vii) Amendment,
extension or termination of the Deposit Agreement
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Paragraphs
(16) and (17)
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(viii) Rights
of holders of receipts to inspect the transfer books of the Depositary
and
the list of Holders of ADRs
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Paragraph
(2)
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(ix) Restrictions
upon the right to deposit or withdraw the underlying
securities
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Paragraphs
(1), (4) and (5)
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(x) Limitation
upon the liability of the Depositary
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Paragraph
(15)
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(3) Fees
and Charges
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Paragraph
(9)
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Item
Number and Caption
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Location
in Form of American Depositary Receipt
Filed Herewith as Prospectus
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(a) Statement
that Telenor ASA publishes on its web site or otherwise furnishes
the
Commission with certain public reports and documents required by
foreign
law or otherwise under Rule 12g3-2(b) under the
Securities Exchange Act of 1934, as amended, and that, to the extent
furnished to the Commission, such reports can be inspected by holders
of
American Depositary Receipts and copied at public reference facilities
maintained by the Commission in Washington, D.C.
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Paragraph
(10)
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| (a)(1) |
Form
of Deposit Agreement among Telenor ASA, JPMorgan Chase Bank, N.A.
(fka
Morgan Guaranty Trust Company of New York), as depositary (the
"Depositary"), and all holders from time to time of ADRs issued
thereunder
(the "Deposit Agreement"). Previously
filed as an Exhibit to Registration Statement No. 333-12920 which
is
incorporated herein by
reference.
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| (a)(2) |
Form
of Amendment to Deposit Agreement, including the form of ADR, filed
as
exhibit (a)(2) hereto and incorporated herein by reference.
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| (b) |
Any
other agreement to which the Depositary is a party relating to
the
issuance of the American Depositary Shares registered hereunder
or the
custody of the deposited securities represented
thereby.
Not Applicable.
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| (c) |
Every
material contract relating to the deposited securities between
the
Depositary and the issuer of the deposited securities in effect
at any
time within the last three years.
Not Applicable.
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| (d) |
Opinion
of counsel to the Depositary, as to the legality of the securities
being
registered.
Previously
filed as Exhibit (d) to Registration Statement No. 333-12920 which
is
incorporated herein by
reference.
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| (e) |
Certification
under Rule 466.
Filed herewith as exhibit
(e).
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(a)
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The
Depositary hereby undertakes to make available at the principal
office of
the Depositary in the United States, for inspection by holders
of the
American Depositary Receipts, any reports and communications received
from
the issuer of the deposited securities which are both (1) received by
the Depositary as the holder of the deposited securities, and
(2) made generally available to the holders of the underlying
securities by the issuer.
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(b)
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If
the amounts of fees charged are not disclosed in the prospectus,
the
Depositary undertakes to prepare a separate document stating the
amount of
any fee charged and describing the service for which it is charged
and to
deliver promptly a copy of such fee schedule without charge to
anyone upon
request. The Depositary undertakes to notify each registered holder
of an
American Depositary Receipt thirty days before any change in the
fee
schedule.
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Legal
entity created by the form of Deposit Agreement for the issuance
of ADRs
evidencing American Depositary Shares
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| By: |
JPMORGAN
CHASE BANK, N.A., as Depositary
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| By: | /s/Joseph M. Leinhauser | |
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Name: Joseph
M. Leinhauser
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Title: Vice
President
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TELENOR
ASA
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| By: | /s/Trond Ø. Westlie | |
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Name: Trond
Ø. Westlie
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Title: Executive
Vice President and Chief Financial Officer
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Name
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Title
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/s/
Thorlief Enger
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Chairman
of the Board of Directors
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Thorlief
Enger
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/s/
Bjørg
Ven
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Vice
Chairman of the Board of Directors
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Bjørg
Ven
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/s/
Jon Fredrik Baksaas
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President
and Chief Executive Officer
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Jon
Fredrik Baksaas
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/s/
Trond Ø.
Westlie
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Executive
Vice President and Chief Financial
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Trond
Ø.
Westlie
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Officer
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/s/
John Giverholt
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Director
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John
Giverholt
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/s/
Liselott Kilaas
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Director
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Liselott
Kilaas
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/s/
Per Gunnar Salomonsen
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Director
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Per
Gunnar Salomonsen
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/s/
Harald Stavn
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Director
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Harald
Stavn
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/s/
Irma Tystad
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Director
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Irma
Tystad
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Puglisi
& Associates
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By:
/s/Donald
J. Puglisi
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Name:
Donald J. Puglisi
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Title:
Managing Director
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Exhibit
Number
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(a)(2)
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Form
of Amendment to Deposit Agreement.
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| (e) |
Rule
466 Certification
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