2.55 per cent Yara International ASA Senior Unsecured Open Bond Issue 2014/2021 NO0010727985 Joint Lead Managers 19.01 2015 Prepared according to Commission Regulation (EC) No 486/2012 article 1 (10) - Annex XXII
Summaries are made up of disclosure requirements known as "Elements". These elements are numbered in Sections A E (A.1 E.7). This summary contains all the Elements required to be included in a summary for this type of securities and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of "not applicable". Section A Introduction and warnings A.1 Warnings This summary should be read as an introduction to the Prospectus. Any decision to invest in the Bonds should be based on consideration of the Prospectus as a whole by the investor. Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under the national legislation in its Member State, have to bear the costs of translating the Prospectus before the legal proceedings are initiated. A.2 Resale and final placement by financial intermediaries Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such securities. Not applicable. No resale will take place. No financial intermediaries will be used for the final placement of the Bonds. Section B Issuer B.1 Legal and commercial name of the Issuer The legal name of the Issuer is Yara International ASA, and the commercial name is Yara. B.2 Domicile and legal form of the Issuer, the legislation under which the Issuer operates and its country of incorporation B.4b Known trends affecting the issuer and the industries in which it operates. B.5 A description of the group and the Issuer s position within the group. Yara International ASA is a Norwegian Limited Company incorporated on 10.11 2003 and regulated by the Norwegian Companies Act and supplementing Norwegian laws and regulations. The Company is registered in the Norwegian Companies Registry with registration number 986 228 608. Not applicable. There are no known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Issuer's prospects for at least the current financial year. The parent company Yara International ASA is a holding company, with financial activities and non-material operations. 2
Simplified legal structure: B.9 Profit forecast or estimate Not applicable. No forecasts or estimates are made public. B.10 Qualifications in the audit report Not applicable. There are no qualifications in the audited financial reports. B.12 Selected historical financial information, statement regarding no material adverse change and significant changes in the financial or trading position. Other than the information given under Investments in chapter 7 of the Registration Document, there are no significant change in the financial or trading position of the Group which has occurred since the end of the last financial period for which either audited financial information or interim financial information have been published. And there has been no material adverse change in the prospects of the Issuer since the date of its last published audited financial statements. 3
Selected financial information: Annual reports Q3 reports YTD Q3 Consolidated (NOK millions) 2013 2012 2 2014 2013 2014 2013 Financial preformance Revenue and other income 85 052 84 509 24 095 20 613 69 113 64 519 Operating income 7 791 11 159 2 501 2 022 7 618 7 490 EBITDA 13 266 16 970 3 964 3 318 11 782 11 541 EBITDA excl. special items 13 713 16 850 4 002 3 223 12 016 11 474 Net income after non-controlling interests 5 748 10 552 1 707 1 571 5 765 5 695 Investments (net) 7 729 10 415-1 860-1 117-5 212 2 841 Earnings per share (NOK) 20.63 37.31 6.18 5.66 20.84 20.40 Average number of shares outstanding (millions) 278.6 282.8 276.2 277.6 276.6 279.1 CROGI 1 12.6% 17.3% 11.8% 14.6% 11.8% 14.6% ROCE 1 12.4% 19.3% 11.1% 15.9% 11.1% 15.9% Assets and liabilities Non current assets 56 459 48 719 58 703 53 910 58 703 53 910 Current assets 32 521 32 530 33 767 33 038 33 767 33 038 Total assets 88 980 81 249 92 470 86 948 92 470 86 948 Non current liabilities 13 444 17 144 14 419 17 032 14 419 17 032 Current liabilities 19 118 14 115 19 036 14 945 19 036 14 945 Total liabilities 32 562 31 259 33 455 31 977 33 455 31 977 Total equity 56 419 49 991 59 015 54 971 59 015 54 971 Total equity and liabilities 88 980 81 249 92 470 86 948 92 470 86 948 Environmental preformance GHG emissions (mill tons CO2 eq) 9.8 11.4 Energy use (petajoules) 263 258 Production/sales/fertilizer (thousand tons) Total production 26 009 24 555 6 763 6 668 19 447 19 387 Total sales 30 797 28 020 8 982 7 933 26 138 23 827 Total fertilizers 23 668 20 748 6 848 5 884 19 732 17 523 1 12-month rolling average 2 Restated numbers 4
Annual reports Parent (NOK millions) 2013 2012 3 Financial performance Revenue and other income 981 831 Operating income -607-248 EBITDA 13 266 16 970 Net income after non-controlling interests 5 748 10 552 Assets and liabilities Non-current assets 32 569 22 564 Current assets 13 862 27 705 Total assets 46 431 50 269 Non-current liabilities 4 399 7 637 Current liabilities 38 295 34 823 Total liabilities 42 694 42 460 Shareholders equity 3 737 7 808 Total equity and liabilities 46 431 50 269 3 Restated numbers The third quarter reports are based upon the Group s consolidated financial statements; there are therefore no listed 3Q or YTD-numbers for the Parent. B.13 Recent events particular to the issuer which are to a material extent relevant to the evaluation of the issuer s solvency. B.14 Description of dependencies upon other entities within the group B.15 A description of the issuer s principal activities. Not applicable - There are no recent events particular to the Issuer which is to a material extent relevant to the evaluation of the issuer s solvency. Yara is dependent on its subsidiaries ability to create cash flows. Yara delivers solutions for sustainable agriculture and the environment. Yara s fertilizers and crop nutrition programs help produce the food required for the growing world population. Yara s industrial products and solutions reduce emissions, improve air quality and support safe and efficient operations. 5
B.16 Description of ownership of the company. MAJOR SHAREHOLDERS as of December 8 th 2014 Shareholders (Main Share holder) Details Country Number of shares Share of total Ministry of Trade, Industry and Fisheries NOR 100 026 133 36.2% Norwegian National Insurance Scheme Fund NOR 13 335 014 4.8% Clearstream Banking (Lux) Nominee LUX 8 641 249 3.1% State Street Bank Nominee USA 7 136 775 2.6% FLPS - PRINC ALL SEC USA 4 383 600 1.6% State Street Bank Nominee USA 4 117 538 1.5% Bank of New York Nominee USA 3 363 479 1.2% State Street Bank Nominee USA 3 331 905 1.2% JPMorgan Chase Bank ADR-division USA 3 112 479 1.1% State Street Bank Nominee USA 2 800 649 1.0% State Street Bank Nominee USA 2 668 383 1.0% RBC Investor Services Trust Nominee GBR 2 606 866 0.9% State Street Bank Nominee USA 2 583 019 0.9% Bank of New York Nominee USA 2 118 568 0.8% Bank of New York Nominee NLD 2 033 782 0.7% Skandinaviska Enskilda Banken Nominee SWE 2 017 159 0.7% Danske Capital NOR 1 665 652 0.6% KLP Aksje Norge NOR 1 642 105 0.6% JPMorgan Chase Bank Nominee GBR 1 578 113 0.6% Invesco Funds LUX 1 572 236 0.6% B.17 Credit ratings Yara International ASA is rated Baa2 (hyb) by Moody's Investor Service, Inc (Moody s) and BBB by Standard & Poor's Rating Services (S&P), a division of the McGraw Hill Companies, Inc. Issuers assessed baa from Moody s are judged to have medium-grade intrinsic, or standalone, financial strength, and thus subject to moderate credit risk and, as such, may possess certain speculative credit elements absent any possibility of extraordinary support from an affiliate or a government. An obligor rated 'BBB' from S&P has adequate capacity to meet its financial commitments. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitments. Section C The Bonds C.1 Type and class of securities being offered / security identification numbers 2.55 per cent Yara International ASA Senior Unsecured Open Bond Issue. C.2 Currency NOK C.5 Restrictions on free transferability Bondholders will not be permitted to transfer the Bonds except (a) subject to an effective registration statement under the Securities Act, (b) to a person that the Bondholder reasonably believes is a QIB within the meaning of Rule 144A that is purchasing for its own account, or the account of another QIB, to whom notice is given that the resale, pledge or other transfer may be made in reliance on Rule 144A, (c) an offshore transaction in accordance with Regulation S under the Securities Act, including, in a transaction on the Oslo Børs, and (d) pursuant to any other exemption from registration under the Securities Act, including Rule 144 there under (if available). The 6
C.8 A description of the rights including ranking and limitations to those rights attached to the Bonds. Bonds may not, subject to applicable Canadian laws, be traded in Canada for a period of four months and a day from the date the Bonds were originally issued. The Bond Agreement has been entered into between the Borrower and the Trustee. The Bond Agreement regulates the Bondholder s rights and obligations in relations with the issue. The Trustee enters into this agreement on behalf of the Bondholders and is granted authority to act on behalf of the Bondholders to the extent provided for in the Bond Agreement. When bonds are subscribed / purchased, the Bondholder has accepted the Bond Agreement and is bound by the terms of the Bond Agreement. When bonds are subscribed / purchased, the Bondholder has accepted the Bond Agreement and is bound by the terms of the Bond Agreement. The Loan shall be senior debt of the Borrower. The Loan shall rank at least pari passu with all other Debt of the Borrower (save for such claims which are preferred by bankruptcy, insolvency, liquidation or other similar laws of general application) and shall rank ahead of subordinated debt. C.9 Information on the interest rate, interest payment dates, installments and representative of the bondholders The Loan shall be unsecured. The Issuer shall pay interest on the par value of the Bonds from, and including, the Disbursement Date at a fixed rate of 2.55 per cent. (2.55%) per annum (the Fixed Rate ). The Interest Payment Date will be the 17 th December each year and the Maturity Date; 17. December 2021. The Loan will run without installments and mature in whole on the Maturity Date at par (100%). C.10 In case the Bonds have a derivative component in the interest payment, a description of potential impacts on the Bonds value is affected by the value of the underlying instrument. C.11 An indication whether the Bonds will be listed on a regulated market. The Bond trustee is Nordic Trustee ASA. Not Applicable there are no derivate component in the interest payment An application for listing will be sent Oslo Børs. Section D Risks D.2 Key information on the key risks that are specific to the issuer. Yara is exposed to a number of strategic, operational, financial, hazard and compliance risks that could have an adverse material effect on the Company s business, reputation, operating results or financial condition. Strategic risks Yara s business is closely interlinked with the major global challenges of resource scarcity, food insecurity and global warming. Execution of the Company s strategy for sustainable, profitable growth depends on its ability to manage strategically important risk and opportunities relevant to Yara s industry and arising from its business environment. 7
Operational risks Yara faces potential risk of loss from inadequate or failed internal processes, people and systems, or from external events. Also, production unreliability and irregularities may result in lost volumes and contribution. Increased plant reliability, however, is a key driver of organic growth in Yara s production system. Financial risks Due to its global operation Yara is exposed to various financial risks within financing, credit, currency and interest rate risk. Hazard and compliance-related risks Yara is exposed to a range of risks driven by changing political and economic conditions in the countries, regions and markets where it operates. National or regional conflicts may impede operations. Terrorism has increasingly emerged as a potential threat also to industrial operations. D.3 Key information on the key risks that are specific to the Bonds. There are five main risk factors that sums up the investors total risk exposure when investing in interest bearing securities: liquidity risk, interest rate risk, settlement risk, credit risk and market risk (both in general and issuer specific). Section E Offer E.2b Use of proceeds. The net proceeds of the Loan will be employed for the general financing of the Borrower. E.3 Terms and conditions of the offer Not Applicable The Bonds have not been subject to a public offer, it is already issued and settled. E.4 Material interests in the offer The involved persons in Yara International ASA have no interest, nor conflicting interests that is material to the Issue. Yara International ASA has mandated DNB Markets, Danske Bank Markets and Nordea Markets as Joint Lead Managers for the issuance of the Loan. The Joint Lead Managers has acted as advisor to Yara International ASA in relation to the pricing of the Loan. E.7 Estimated expenses charged to the investor The Joint Lead Managers and/or any of their affiliated companies and/or officers, directors and employees may be a market maker or hold a position in any instrument or related instrument discussed in this Securities Note, and may perform or seek to perform financial advisory or banking services related to such instruments. The Joint Lead Managers corporate finance department may act as manager or comanager for this Borrower in private and/or public placement and/or resale not publicly available or commonly known. Not Applicable The investor of the Bonds were not charged any expenses due to the issuance of the Bonds 8