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BWG Homes ASA – 07.02 2014 Registration Document

Prepared according to Commission Regulation (EC) No 809/2004 - Annex IX

Registration Document

BWG Homes ASA

Oslo, 07.02 2014


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Important notice The Joint Lead Managers and/or 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 Registration Document, 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 co-manager for this Issuer in private and/or public placement and/or resale not publicly available or commonly known. Copies of this Registration Document are not being mailed or otherwise distributed or sent in or into or made available in the United States other than on the Issuer’s web page. Persons receiving this document (including custodians, nominees and trustees) must not distribute or send such documents or any related documents in or into the United States. Other than in compliance with applicable United States securities laws, no solicitations are being made or will be made, directly or indirectly, in the United States. Securities will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The distribution of the Registration Document may be limited by law also in other jurisdictions, for example in Canada, Japan and in the United Kingdom. The Prospectus has been reviewed and approved by the Norwegian FSA in accordance with sections 7-7 and 7-8, cf. section 7-3 of the Norwegian Securities Trading Act. The Norwegian FSA has not controlled or approved the accuracy or completeness of the information given in this Prospectus. The approval given by the Norwegian FSA only relates to the Issuer's descriptions pursuant to a pre-defined check list of requirements. The Norwegian FSA has not made any form of control or approval relating to corporate matters described in or otherwise covered by this Prospectus.


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Table of Contents: 1. Risk factors ................................................................................................................... 4 2. Persons responsible ........................................................................................................ 6 3. Definitions ..................................................................................................................... 7 4. Third part information and forward looking statements ........................................................ 8 5. Statutory auditors .......................................................................................................... 9 6. Information about the issuer .......................................................................................... 10 7. Business overview ........................................................................................................ 12 8. Market outlook ............................................................................................................. 15 9. Administrative, management and supervisory bodies ......................................................... 16 10. Major shareholders ..................................................................................................... 19 11. Financial information concerning the issuer's assets and liabilities, financial position and profits and losses ....................................................................................................................... 20 12. Documents on display ................................................................................................. 21 13. Cross reference list: .................................................................................................... 22


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1. Risk factors BWG Homes ASA has no individual business activities except for holding the ownership of its subsidiaries. Therefore the Company is exposed to the same risk factors as the Group. Risk in the BWG Homes Group may be divided into operational risk, financial risk and other risk. Within these main risk factors there are a number of different risk elements, some more important than others. OPERATIONAL RISK Operational risk is the risk of negative development or effects on profits as a result of weaknesses, faults or defects in the Group’s operations. The houses that the Group constructs and supplies are complex products with a substantial development and production period. The products also have a long lifetime. There are extensive legislative and regulatory requirements for quality, documentation, design, energy efficiency etc. Production at building sites in Norway involves logistical issues and exposure to unforeseeable weather conditions. Development of sites and infrastructure (roads, water, sewage) in the housing projects, as well as some of the work in the homes like electrical installations, is to a great extent performed by sub-contractors. The somewhat complex production and the life span of the projects are operational challenges implying the need for good internal control procedures and detailed follow up and monitoring. The Group has to provide guarantees for delivered products that last for several years after delivery. FINANCIAL RISK Financial risk is the risk of loss or negative financial developments as a result of changes in financial market prices. For BWG Homes, changes in interest rates and exchange rates are central risk areas. Interest rate risk Changes in interest rate levels are of significance both through their effect on demand for homes and on the Group’s borrowing costs. Changes in interest rate levels could also affect the valuation of the Company’s assets, including goodwill and value of brands. Most of the Group’s working capital loans carry floating interest rates. Currency risk The Group has extensive operations in Sweden and the Group's results are therefore affected by changes in the SEK/NOK exchange rate. There have been no major fluctuations in the relationship between SEK and NOK over the course of time, and the Group does not therefore use ongoing currency hedging of the Group’s SEK exposure. In August 2013 the Group entered into FX contracts of a total volume of NOK 300 million, in which the NOK debt is exposed to SEK currency rate. The FX SEK rate was 92.86 for NOK 100 million and 92.96 for NOK 200 million. The amount being exposed to SEK currency rate after this is in total approx. 35% of the Group’s long term debt. The remainder of the Group is also exposed to direct currency risk to a minor extent. Only a small part of the Group’s purchases are directly from abroad. These purchases are hedged by means of forward exchange contracts in NOK. CREDIT RISK Credit risk is the risk of loss connected with giving credit. The Group does not grant credit to private customers. Production of sold homes does not normally commence until the customer has presented proof of financing and homes are not handed over until full payment has been received. Various forms of payment are agreed with professional clients, and if credit is granted a credit check is performed on such customers, and proper security is established. LIQUIDITY RISK Liquidity risk is the risk that the Group cannot meet ongoing obligations. The maturity structure and the Group's results and solidity indicate that the refinancing risk on the long-term debt is acceptable. The Group has good profitability that generates a considerable cash flow, but the Norwegian operation is relatively capital demanding when it grows. In practice, liquidity risk is mainly connected to the risk of limitation in the access to project financing.


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OTHER RISK Market development Both the demand and the supply of housing will change over time. The demand is affected, among other things, by access to mortgages, interest rate levels, employment as well as changes in settlement patterns. Increased equity requirements for home buyers in Sweden entail a reduced purchasing power. The supply of housing is characterized by low production, partly as a result of the financial crisis in 2008/2009 and lack of land regulated for residential purposes in areas with high immigration. The housing sector is subject to considerable legislative regulation and is of great significance for the national economy and development. There is therefore also a political risk, meaning a risk that legislative and regulatory authorities introduce requirements and regulations that can have a negative effect on both the demand for housing and cost levels. The market development will always have a direct impact on housing prices. Due to the low production volume in the industry over several years the prices in the Norwegian marked have been increasing substantially. There is an uncertainty on how prices will develop going forward. This is also the case in the Swedish market. The market development also has an impact on price of materials used in production, and on price of sub-contractors.


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2. Persons responsible BWG Homes ASA confirms that, having taken all reasonable care to ensure that such is the case, the information contained in the registration document is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import.

Oslo, 07.02 2014

BWG Homes ASA


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3. Definitions Bond Issue - FRN BWG Homes ASA Senior Unsecured Bond Issue 2013/2018 – ISIN NO0010695042 BWG / the Company / Issuer - BWG Homes ASA Group / BWG Homes - BWG Homes ASA with subsidiaries Prospectus - The Registration Document together with the Securities Note. Registration Document - This document dated 07.02 2014 Securities Note - Document to be prepared for each new issue of bonds under the Prospectus


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4. Third part information and forward looking statements If not otherwise indicated, BWG Homes is the source of information in this Registration Document. Information which has been sourced from a third party has been accurately reproduced. As far as the Company is aware and able to ascertain from information published by such third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading. The Registration Document is based on sources such as annual reports and publicly available information and forward looking information based on current expectations, estimates and projections about global economic conditions, the economic conditions of the regions and industries that are major markets for the Issuer's (including subsidiaries and affiliates) lines of business.


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5. Statutory auditors The Issuer’s auditor for the period covered by the historical financial information in this Registration Document has been Ernst & Young AS, Dronning Eufemias gate 6, 0191 Oslo, Norway. Ernst & Young AS is member of The Norwegian Institute of Public Accountants.


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6. Information about the issuer BWG Homes ASA is a Norwegian Public Limited Liability Company incorporated on 20 September 2005 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 988 737 798 and its registered business address Munkedamsveien 45, 0250 Oslo, Norway, Phone: +47 23 24 60 00, Fax: +47 23 24 60 13. Website: www.bwghomes.no. BWG Homes develops, sells and constructs residential homes in the Nordic region. The brands owned by the Group are Block Watne and Hetlandhus in Norway and Kärnhem, Myresjöhus and SmålandsVillan in Sweden. BWG Homes’ core business is to build affordable, quality homes - for individual customers and by developing attractive residential projects. BWG Homes delivers annually about 2,000 new homes within the product range comprising detached and row-houses and low-rise apartment buildings. Their long term goal is to create value for the shareholders through profitable growth. BWG Homes ASA is the parent company in the Group and has no operating activities apart from corporate functions related to finance and control, as well as to communications and IR. The Company receives revenues from its subsidiaries, and is therefore dependent on its subsidiaries. BWG Homes ASA has five employees including the Group CEO and Group CFO. Both Block Watne AS and Hetlandhus AS have their registered offices in Oslo, and BWG Homes ASA holds 100% of the shares and voting rights in both companies. The acquisition of Kärnhem AB was completed in April 2013 and BWG Homes ASA owns 100% of the shares. BWG Homes ASA owns 100% of the shares in BWG Homes AB, which owns 100% of Myresjöhus AB and SmålandsVillan AB. Myresjöhus AB is the sole shareholder of the company Myresjö Mark AB, which is the company owning the land held as part of the operations in Sweden. Myresjö Mark AB acquires land to develop into housing projects, and the development period can take up to five years and involve site development, building infrastructure etc. The figure below shows the simplified legal structure of BWG Homes:


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HISTORICAL BACKGROUND AND COMPANY DEVELOPMENT Block Watne AS has, since the incorporation of its first predecessor, built some 100,000 homes in Norway. Residential wooden houses have been built under the Block Watne name since the late 1950s. The limited liability company G. Block Watne AS was incorporated in 1965 and listed on Oslo Børs in 1972. At the time of the listing the company was involved in, among other, the house building activities currently carried out by Block Watne AS. In 1990, G. Block Watne AS was purchased and delisted by Wani Holding AS, a company owned by the Nilsen family, including previous CEO Mr. Lars Nilsen. Lars Nilsen took over as chairman of the company in 1994. He became CEO in 2000 and the sole owner of Block Watne AS in 2004. Lars Nilsen resigned as CEO in May 2013. During the latter part of the 1990s the predecessor to Block Watne AS started developing projects based on concrete based constructions in addition to its wood based houses. This strategy has proven successful, and thus, the concrete based construction now complements the lighter wood based construction business of Block Watne. In 2000/01, the predecessor to Block Watne AS started to implement a standardisation of the building process, construction details and building material specification, as well as setting standards for customers’ choices in regards to their preferences for customisation of the product. Block Watne Gruppen ASA was incorporated in September 2005 and was from November 2005 the new holding company of Block Watne AS and Hetlandhus AS. The shares of Block Watne Gruppen ASA were listed on Oslo Børs 17 March 2006 with ticker code “BWG”. In March 2007, Block Watne Gruppen ASA entered into an agreement to acquire Prevesta AB for a purchase price of SEK 1,900,000 on a cash and debt free (“enterprise value”) basis from Industri Kapital 2004 Fund and Prevesta’s management. Prevesta AB, with its trademarks Myresjöhus and SmålandsVillan, is a Swedish producer of prefabricated houses, and has delivered more than 91,900 houses primarily in the Swedish market since its inception in 1927. The Group changed its name to BWG Homes on the 20th of September 2007. The name of the Group’s Swedish operation has been BWG Homes AB (previously Prevesta AB) since August 2008. The Hetlandhus brand was re-launched in Q1 2009 with a portfolio of nine reasonably priced and standardised houses with defined options. These homes are produced in modules at SmålandsVillan’s factories in Sweden and satisfy the requirements of Norwegian regulations. The homes are sold through associated dealers in central parts of east Norway and in Trøndelag. Hetlandhus has signed sales contracts for a total of 160 homes from 2009 until year end 2013. The acquisition of Kärnhem AB was approved by Swedish competition authorities, and closing took place on 25 April 2013. BWG Homes acquired all shares in the company for SEK 60 million.


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7. Business overview The BWG Homes' business is operated through the brands Block Watne and Hetlandhus in Norway, Kärnhem, Myresjöhus and SmålandsVillan in Sweden, divided in the three segments; Block Watne AS, BWG Homes AB and Kärnhem AB. Segment BWG Homes AB includes the operations of Myresjöhus AB and SmålandsVillan AB. All of the segments are mainly engaged in producing and marketing homes for consumers. The three segments are separate entities with their own organisation and management, and with different risks and returns. They are therefore monitored separately within the Group. For more information regarding segment reporting see the Company’s third quarter report 2013. Please see Cross Reference List for complete references. SEGMENT BLOCK WATNE AS The segment consists of Block Watne AS which develops, sells and builds houses in the Norwegian market. Block Watne Block Watne is a residential developer in Norway. The core business is developing housing projects and building affordable, quality homes on the edge of the larger cities and highly populated areas. Since the 1950s Block Watne has delivered close to 100,000 houses, and set standards for residential areas and houses. Operations are conducted from 20 regional offices ranging from Trøndelag in the north down to the south of the country. Approx.1 000 houses are produced each year. Development of housing projects, sales and construction are carried out by own employees. The carpenters work in specialised teams and build the houses using proven and cost-effective methods. More than 90 percent of the company’s turnover is related to the development of residential projects where Block Watne controls the entire value chain from purchase and development of the property, to sale, construction and delivery to the customer. Block Watne’s standard portfolio comprises 24 architect-designed house models. The houses are built for individual customers with their own site, as in the Block Watne residential projects. Facts about Block Watne:

House builder since the 1950s Close to 100,000 homes produced 650 employees inclusive approx. 420 carpenters 20 regional offices Develops residential projects and constructs detached and row houses and low-rise

apartment buildings Turnover NOK 2.3 billion in 2012 Profit margin (EBITDA) 18.2 % in 2012 CEO Geir Skoglund

Hetlandhus Hetlandhus offers standardised detached house models with defined optional extras. Streamlined manufacturing processes, low energy consumption and the possibility to contribute yourself, makes Hetlandhus an affordable option for those planning to build a house. The houses are produced as modules in the SmålandsVillan factories. The building method and choice of materials and products ensures a dry house with a healthy indoor climate and high energy efficiency. The house may be completed as soon as two to three months from being granted a building permit. Their professional team has long experience and broad expertise and will help costumers select the type of house and optional extras, and they ensure that applications and forms are correctly filled in and handled.


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Facts about Hetlandhus: Standardised house models with optional extras Prefabricated as modules in the factory Completed at the building site, scaled and roofed in the course of a day Sold through associated agents in Eastern Norway and in Trøndelag Three employees in administrative functions 160 houses are contracted from 2009 Erik Langmo is manager

SEGMENT BWG HOMES AB The segment encompasses operations under the Myresjöhus and SmålandsVillan brands which develops, sells and builds houses in the Swedish market. Although the two brands are organized with joint management and administration, they have separate factories for house production. Myresjöhus and SmålandsVillan combined are producers of prefabricated wooden houses with 355 employees and an annual production of approx. 1,000 houses. Myresjöhus and SmålandsVillan combined had a turnover of NOK 1.2 billion in 2012, and a profit margin (EBITDA) of 5.2 per cent. Myresjöhus The core business of Myresjöhus is the development and production of prefabricated detached or multi-dwelling houses, for customers with their own plots of land or as residential projects, either independently or with development partners. Wall panels and deliveries of materials for the Myresjöhus portfolio are produced in their own production facilities, and transported to the construction site for further building and finishing. The typical customers of individual Myresjöhus homes are families with children or couples starting a family, being middle-income second-time buyers. These customers demand high quality, flexibility and a wide range of options available to incorporate their own style. The individually built homes can be purchased as a construction kit for the customer to finish, or as a complete key-ready delivery. Since its inception in 1927, Myresjöhus has delivered more than 91,900 houses. The portfolio at present comprises 50 architect-designed standard houses in modern, classical and marine styles. The customers are offered a wide range of additional options. Facts about Myresjöhus:

Established in 1927 in Salad More than 91,900 houses produced Production facilities in Myresjö 50 architect-designed house models Nationwide sales channels include own sales staff, agents and project partners Acting CEO Arnt Eriksen

SmålandsVillan The core business of SmålandsVillan is the development and production of prefabricated wooden detached houses for customers with their own plots of land. The portfolio comprises 12 highly standardised houses for customers who want a quality house at a good price. The SmålandsVillan business was established in 1997. More than 3 700 houses have been produced by SmålandsVillan. The typical SmålandsVillan customers are new families and first-time homebuyers. Standardised solutions and limited options help keep the price down. The houses are produced in the factory as two to four modules (finished box units), transported to the building site and completed. After the roof covering and connection to water and electricity, it is ready for the customer to move in. Facts about SmålandsVillan:

Established in 1997 in Småland More than 3 700 houses produced Production facilities in Vrigstad and Sundsvall


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12 standardised house models Prefabricated as modules in the factory Completed at the building site, scaled and roofed in the course of a day Sold through nationwide associated agents Acting CEO Arnt Eriksen

SEGMENT KÄRNHEM AB The core activity of Kärnhem AB is development of housing projects based on its portfolio of land and the products the company has developed – from detached houses to row-houses and apartment buildings. Great emphasis is put on standardization and reuse of products. The housing projects are delivered with completed outdoor areas. The portfolio of land is to a large extent based in growth areas from Stockholm and southwards. Over 70 % of the housing projects are construction for housing co-operatives. When construction begins, the land and building activity are sold to the housing co-operative. The company is a specialized project development organization with a project portfolio of approx. 250 units owned by the company. In addition, the company further controls a land portfolio with capacity for approx. 1 500 units, mainly in the housing co-operative segment (BRF). Kärnhem has 50 employees, including its project development department and a factory which manufactures wall panels and windows. The house building is performed by external contractors who buy wall panels and windows from Kärnhem's production. Facts about Kärnhem:

Established in 2003 in Växjö, Småland Development of residential projects, mainly for housing co-operatives (BRF) 7 different interior design lines Turn-key homes with completed outdoor areas Sales via local estate agents Factory production in Sävsjö, Småland for windows and wall constructions Projecting and housing construction carried out by subcontractors 50 employees including 30 in factory production CEO Johan Karlsson


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8. Market outlook The strong growth in house prices and the high sales rate that we have seen in Norway for several years have levelled off in the recent months, and appear to stabilize at more normal levels. New housing starts in 2013 in Norway are approx. 6 % lower than in 2012, and the expected number of housing starts in 2014 is estimated at the same level as for 2013. The banks’ mortgage policies seem to be more restrictive. Home buyers’ decision processes are longer, although there are geographical differences. Block Watne adapts its business to the market situation and production of more affordable housing with shorter time to completion is prioritized. In Sweden, there is still a low level of housing starts and a large unmet need for new housing. The economy has taken a more positive turn and home buyers are returning to the market, although there are large geographical disparities. The Swedish operations demonstrate increasing sales throughout the year. Development of projects under the Company's control and products also adapted to housing cooperatives are expected to have a positive effect on volumes and earnings in BWG Homes AB. Since summer, BWG Homes AB has commenced sales in six housing cooperative projects which have been well received in the market, and production of the first projects is started in the 1st quarter of 2014. Kärnhem is showing good performance and higher activity than the level previously planned. Kärnhem has a number of projects for sale and in production, and is well positioned for 2014. The focus is constantly on market alignment of products and projects, profitability and cost efficiency, both in Norway and Sweden.


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9. Administrative, management and supervisory bodies BOARD OF DIRECTORS BWG HOMES ASA: Roar Engeland - Chairman of the Board

Chairman of the board of BWG Homes ASA from May 2013. Position: Independent business consultant. Other board positions: Director of the board of Alfa Nord AS, serves in the boards of

privately owned companies. Prior positions: CEO Orkla Financial Investments and Executive Vice President at Orkla ASA

2006 – 2011, member of executive management of Orkla ASA 2001 – 2006, Director Orkla Konsernutvikling 1994 -2001, consultant McKinsey 1992 – 1994, management positions in the Norwegian Army 1980 - 1980.

Education: Norwegian Military Academy (Hærens Krigsskole), 1986, MBA at INSEAD, Fontainebleau, France, 1991, Master of Philosophy, University of Oslo, 1995.

Daniel Kjørberg Siraj - Vice chairman

Director of the board of BWG Homes since May 2012. Vice chairman from May 2013. Position: Managing director OBOS Nye Hjem AS, Executive Vice President in OBOS Housing

and project development, Managing director Fornebu Utvikling. (OBOS is the largest shareholder in BWG Homes ASA).

Other board positions: Board positions in companies owned by OBOS: Chairman of the boards of Nidaros Nye Hjem AS, OBOS Eiendomsmeglere AS and OBOS Prosjekt AS, director of the board of OBOS Forretningsbygg AS.

Prior positions: Employed in OBOS since 2004 (Director strategy and business development, 2010 - 2012, Company secretary, 2009 - 2010, Business developer, 2007 - 2010, Lawyer, 2005 - 2007, Associate, 2004 - 2005), Political advisor, Oslo City Council, 2000 - 2004.

Education: Degree in law (cand. jur.), University of Oslo, 2001. AFF Young Leadership Program, 2009 - 2010.

Charlotte Axelsson - Director of the Board

Director of the board of BWG Homes ASA from May 2013. Position: Independent consultant. Other board positions: Chairman of the boards of Aff – Forum för förvaltning och service

and of Vasallen AB. Prior positions: Managing director of HSB Stockholm, 2005 – 2012, Managing director of

Svenska Bostäder, Stockholm, 1997 -2005, Managing director of Familjebostäder, Stockholm, 1995 – 1997, Managing director of SEB Arsenalen, 1991 – 1995, Ass. finance secretary in City of Stockholm, 1988 – 1991, different administrative positions in Svenska Bostäder, 1983 -1988 and in City of Stockholm, 1971 – 1982.

Education: School of social studies, 1971, Local government administration. Hege Bømark - Director of the Board

Director of the board of BWG Homes since 2005. Deputy chairman from 2006 until 2009. Chairman of the Board's Audit Committee.

Other board position: Director of the boards of AF Gruppen ASA and Union Eiendomsinvest Norge ASA.

Prior positions: Financial analyst in Orkla Finans (Fondsmegling) AS and in Fearnley Finans (Fondsmegling) AS, project manager in AS Eiendomsutvikling.

Education: MBA degree from Norges Handelshøyskole, Bergen, 1987. Lars Nilsen - Director of the Board

Director of the board of BWG Homes ASA from May 2013. Position: Managing director of LANI Group. Other board positions: Chairman of the board of G. S. Bulktransport AS, director of the

boards of Peisselskabet AS and Pob Gruppen AS. Serves as chairman or director of the boards of a number of privately owned companies.

Prior positions: CEO of BWG Homes ASA from 2005 until May 2013. CEO of Block Watne AS from 2000 until 2006. Chairman of the board of Block Watne AS 1995 – 2000.

Education: BSBA Finance and Real Estate, University of Denver, 1992.


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Tore Morten Randen - Employee elected director of the Board Serves in the boards of BWG Homes since 2005 and Block Watne AS since 2001. Position: Carpenter in Block Watne since 1984. Other board positions: Senior trade union representative for the carpenters in Block Watne.

Member of the Boards of Målervirksomhetens Fellesutvalgsfond AS and Fellesforbundet avd. 766 Snekker- og Tømmermennenes forening.

Education: Technical college (Craft certificate carpentry). Lars Ørjan Reinholdsson - Employee elected director of the Board

Serves in the boards of BWG Homes and Block Watne AS since September 2010. Position: Carpenter in Block Watne since 1995. Education: Agricultural college graduate and technical college (Craft certificate carpentry).

Magne Staalstrøm - Employee elected director of the Board

Serves in the boards of BWG Homes and Block Watne AS since November 2010. Position: Project manager in Block Watne since 2001. Education: Constructional engineer, Sørlandets tekniske skole, 1976.

All the members of the board can be reached at the Company’s head office, Munkedamsveien 45, 0250 Oslo, Norway. MANAGEMENT - BWG HOMES ASA: Ole Feet - CEO, BWG Homes ASA

Ole Feet was appointed CEO of BWG Homes ASA in May 2013. He has been CEO of Block Watne AS from 2006 to April 2013. Member of the BWG Homes management team since 2007. Chairman of the boards of Block Watne AS, BWG Homes AB, Hetlandhus AS and Kärnhem AB.

Prior positions: Operational Manager, Block Watne, 2001 – June 2006, Head of the Block Watne regional offices in Romerike, 1998 – 2001 and Follo, 1995 – 2001. Prior to joining Block Watne, various project management positions in Håvard Olaussen AS, 1984 – 1989 and Håkon Solberg Eiendom AS, 1989 – 1994.

Education: BS Civil Engineering, South Dakota School of Mines and Technology/NTH, 1982, in addition to agronomy, 1984 and business economics.

Arnt Eriksen - CFO, BWG Homes ASA

Arnt Eriksen was appointed CFO of BWG Homes in 2008. Member of the boards of Block Watne AS, BWG Homes AB, Hetlandhus AS and Kärnhem AB.

Prior positions: Vice President Corporate Accounting in Marine Harvest ASA and Fjord Seafood ASA, 2003 – 2008, Group Chief Accountant in the Rezidor Group (SAS Hotels), 2000 – 2001, CFO in Avenir ASA, 1998 – 2000 and Audit Supervisor in KPMG AS, 1988 – 1998.

Education: State Authorised Public Accountant from the Norwegian School of Economics and Business Administration (NHH), Bergen, 1996

Elisabet Landsend - Head of Corporate Communications, BWG Homes ASA

Elisabet Landsend was appointed head of corporate communications in 2007. Prior positions: Information manager in Block Watne AS, 2006 – 2007. Information director

in EDB Business Partner ASA, 2000 – 2006, information manager in Fellesdata AS, 1997 – 2000. Prior to this, senior positions in Fellesdata AS.

Education: BA in communications, administration and marketing. The management can be reached at the Company’s head office, Munkedamsveien 45, 0250 Oslo, Norway. NOMINATION COMMITTEE: The Nomination Committee’s duties consist of proposing candidates for election as Board members and making recommendations regarding Board fees. The Nomination Committee is required to report on its work and submit its recommendations, with reasons, to the General Meeting.


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The Nomination Committee consists of: MIMI K. BERDAL - Chairman

Position: Independent legal and corporate counselling business Education: Degree in law (cand. jur.), University of Oslo, 1987 Offices: Chairman of the Nomination Committee of BWG Homes ASA since 2012. Chairman

of Infratek ASA, deputy chair of Gassco AS, chair of Audit Committee of Itera ASA, director of the board of Intex Resources ASA, Camposol Holding PLC, Gjensidige Pensjon og Sparing Holding AS, REC Solar ASA in addition to a number of other directorships.

Shares in BWG: 0

CARL HENRIK ERIKSEN - member Position: Executive director, OBOS (Oslo Housing and Savings Society). *OBOS is largest

shareholder in BWG Homes ASA Education: Degree in law (cand. jur.), University of Oslo, 1975 Offices: Member of the Nomination Committee of BWG Homes ASA since 2012. Director of

the board of AF Gruppen ASA in addition to a number of other directorships. Shares in BWG: 0

ERIK GJELLESTAD - member

Position: Independent consulting business and also associated with the consulting company Saga Management AS

Education: Master of Business Administration, Norges Handelshøyskole, 1976 Offices: Member of the Nomination Committee of BWG Homes ASA since 2012. Chairman

of the boards of Fortin AS and DnB NOR Eiendomsinvest I ASA in addition to a number of other directorships.

Shares in BWG: 0 The Nomination Committee can be reached at the Company’s head office, Munkedamsveien 45, 0250 Oslo, Norway. Shareholdings of management and board of directors in BWG Homes ASA: Name Position SharesOle Feet CEO, BWG Homes ASA 25 400 Arnt Eriksen CFO, BWG Homes ASA 44 000 Elisabet Landsend Head of Corp. Communications 15 000

Roar Engeland Chairman of the Board - Daniel Kjørberg Siraj Vice chairman - Hege Bømark Director - Charlotte Axelsson Director 5 000 Lars Nilsen Director 3 179 092 Tore Morten Randen Employee representative 200 Lars Ørjan Reinholdsson Employee representative - Magne Staalstrøm Employee representative 400 Lani Industrier AS holds 2 779 092 shares in BWG, equal to 2.04% of the shares and votes in the Company. Lars Nilsen, director of the Board, is the controlling shareholder in Lani Industrier AS. In addition, Lars Nilsen controls 400 000 shares in BWG through Lagulise AS, and thereby controls in total 3 179 092 shares in BWG, equal to 2.34% of the shares and votes in the Company. Other than de above mentioned shareholdings there are no conflicts of interests between any duties to the issuing entity of the persons referred to above and their private interests or other duties.


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10. Major shareholders The Company's share capital is NOK 136,121,433, divided into 136,121,433 shares each with a nominal value of NOK 1. BWG Homes has one class of shares and they are registered in VPS under ISIN NO0010298300 and are listed on Oslo Børs with the ticker code BWG. The 20 largest shareholders in BWG Homes ASA per 27.01.2014: Investor Number of shares % of top 20 % of total Type CountryOSLO BOLIG OG SPARELAG 44,906,460 46.91% 32.99% Comp. NORPERESTROIKA AS 8,045,085 8.40% 5.91% Comp. NORVERDIPAPIRFONDET DNB SMB 4,975,000 5.20% 3.65% Comp. NORSKANDINAVISKA ENSKILDA BANKEN AB 4,338,650 4.53% 3.19% Nom. FINFONDSFINANS SPAR 3,975,000 4.15% 2.92% Comp. NORSKANDINAVISKA ENSKILDA BANKEN AB EGENHANDELSKONTO 3,841,000 4.01% 2.82% Comp. NOR

STOREBRAND VERDI 2,854,890 2.98% 2.10% Comp. NORLANI INDUSTRIER AS 2,779,092 2.90% 2.04% Comp. NORMP PENSJON PK 2,695,700 2.82% 1.98% Comp. NORSOLSTEN INVESTMENT FUNDS PLC 2,045,000 2.14% 1.50% Comp. IRLVERDIPAPIRFONDET ALFRED BERG GAMBA 2,043,468 2.13% 1.50% Comp. NORJP MORGAN CHASE BANK, NA 1,865,327 1.95% 1.37% Nom. SWECLEARSTREAM BANKING S.A. 1,847,425 1.93% 1.36% Nom. LUXVERDIPAPIRFONDET WARRENWICKLUND NO 1,753,742 1.83% 1.29% Comp. NORVERDIPAPIRFONDET ALFRED BERG NORGE 1,498,515 1.57% 1.10% Comp. NORTR EUROPEAN GROWTH TRUST PLC 1,487,451 1.55% 1.09% Comp. GBRSTOREBRAND NORGE I 1,212,438 1.27% 0.89% Comp. NORKLP AKSJE NORDEN VPF 1,207,450 1.26% 0.89% Comp. NORSWEDBANK AB (PUBL) 1,188,556 1.24% 0.87% Nom. SWEVERDIPAPIRFONDET ALFRED BERG NORGE 1,164,185 1.22% 0.86% Comp. NORTotal number owned by top 20 95,724,434 100 % 70.32%Total number of shares 136,121,433 100 % Information regarding related party transaction see the Company’s third quarter report 2013. Please see Cross Reference List for complete references.


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11. Financial information concerning the issuer's assets and liabilities, financial position and profits and losses The financial information for the Group has been prepared in accordance with International Financial Reporting Standards, IFRS and the annual financial statements for BWG Homes ASA have been prepared in accordance with the Norwegian Accounting Act and Norwegian GAAP. The financial information is incorporated by reference to as follow:

2012 2011 Q3 2013 Q3 2012BWG Homes ASA - ParentIncome statement Page 52 Page 50Balance sheet Page 53 Page 51Cash flow statement Page 54 Page 52Notes Page 55-62 Page 53-60

BWG Homes ASA - GroupIncome statement Page 21 Page 19 Page 10 Page 9Balance sheet Page 22-23 Page 20-21 Page 11 Page 10Cash flow statement Page 25 Page 23 Page 13 Page 12Notes Page 26-51 Page 24-49 Page 14-19 Page 13-17Accounting principles Page 26-30 Page 24-28 Page 14 Page 13Auditors report Page 64-65 Page 62-63

Financial reports

2012: http://www.bwghomes.no/Global/Arsrapport%202012/BWG%20Annual%20report_2012.pdf 2011: http://www.bwghomes.no/Global/Arsrapport%202011/BWG%20ann_rep_2011_ENG.pdf Q3 2013: http://www.bwghomes.no/Global/Rapporter%20og%20presentasjoner/2013/BWG%20Homes_Q3_2013_Report.pdf Q3 2012: http://www.bwghomes.no/Global/Rapporter%20og%20presentasjoner/2012/BWG%20Homes_Q3_2012_report.pdf The historical financial information for 2012 and 2011 has been audited. The historical financial information for the interim reports has not been audited. There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past, significant effects on the Issuer and/or Group's financial position or profitability. In November 2013 BWG Homes ASA completed an unsecured Bond Issue of NOK 350 million with maturity date in November 2018. The net proceeds from the new bond issue will be used to refinance existing debt. Other than the above mentioned, there is 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.


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12. Documents on display For the life of the registration document the following documents (or copies thereof), where applicable, may be inspected:

(a) the memorandum and articles of association of the issuer; (b) all reports, letters, and other documents, historical financial information, valuations and

statements prepared by any expert at the issuer's request any part of which is included or referred to in the registration document;

(c) the historical financial information of the issuer or, in the case of a group, the historical financial information of the issuer and its subsidiary undertakings for each of the two financial years preceding the publication of the registration document.

The documents may be inspected at www.bwghomes.no or at the Issuer head office.


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13. Cross reference list:

In section 7 in the Registration Document, information regarding segment reporting is incorporated by reference to the Company’s third quarter report 2013 note - 3. In section 10 in the Registration Document, information regarding related party transaction see the Company’s third quarter report 2013 – note 6. In section 11 in the Registration Document the financial information is incorporated by reference to as follow:

2012 2011 Q3 2013 Q3 2012BWG Homes ASA - ParentIncome statement Page 52 Page 50Balance sheet Page 53 Page 51Cash flow statement Page 54 Page 52Notes Page 55-62 Page 53-60

BWG Homes ASA - GroupIncome statement Page 21 Page 19 Page 10 Page 9Balance sheet Page 22-23 Page 20-21 Page 11 Page 10Cash flow statement Page 25 Page 23 Page 13 Page 12Notes Page 26-51 Page 24-49 Page 14-19 Page 13-17Accounting principles Page 26-30 Page 24-28 Page 14 Page 13Auditors report Page 64-65 Page 62-63

Financial reports

Information concerning 2012 is incorporated by reference from BWG Homes ASA – Annual Report 2012. Information concerning 2011 is incorporated by reference from BWG Homes ASA – Annual Report 2011. Information concerning Q3 2013 is incorporated by reference from BWG Homes ASA – Third Quarter 2013. Information concerning Q3 2012 is incorporated by reference from BWG Homes ASA – Third Quarter 2012. The financial reports are available at: 2012: http://www.bwghomes.no/Global/Arsrapport%202012/BWG%20Annual%20report_2012.pdf 2011: http://www.bwghomes.no/Global/Arsrapport%202011/BWG%20ann_rep_2011_ENG.pdf Q3 2013: http://www.bwghomes.no/Global/Rapporter%20og%20presentasjoner/2013/BWG%20Homes_Q3_2013_Report.pdf Q3 2012: http://www.bwghomes.no/Global/Rapporter%20og%20presentasjoner/2012/BWG%20Homes_Q3_2012_report.pdf

Registreringsdokument - Endelig utkast - BWG Homes AS · BWG Homes ASA has five employees including...

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