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This is the Gresvig group. The G-Sport and INTERSPORTretail chains position Gresvig ASA the leading companyin the Norwegian market for sports and leisureequipment.

Rolf GullestadPresident

Sverre HelnoVice president retail division

Rune HenriksenVice president logistics division

Morten VinjeVice president sales division

Sales and product range G-Sport Procurement

Warehousing

Distribution

INTERSPORT

Directly-owned shops

Per Ivar GlomvikChief financial officer

Birgit HjelmtvedtVice president human resources/public

Business areas and management from 1 January 2002, after the reorganisation*

* Reporting in the accounts for 2001 is on thesame basis as in previous years.

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Retail divisionThe retail division is responsible foroperation and further development ofthe group’s chain concepts, cultivatingtheir image and laying the basis for pro-fitable operation of their shops. It had216 employees at 1 January 2002, inclu-ding staff in directly-owned stores.Sverre Helno is vice president of theretail division.

G-SportG-Sport is Norway’s leading retail chainfor sports and leisure equipment. It acti-vely develops and expands the marketthrough new and profitable concepts.This chain comprises 216 dealers withabout 30 per cent of the market. 19 ofthe shops are wholly owned by GresvigDetalj AS, and seven are partly owned.The others belong to the chain members.

INTERSPORTWith more than 4 700 dealers in 25countries, INTERSPORT is the world’sleading chain of sports equipment retai-lers. The INTERSPORT chain inNorway embraces 124 stores withroughly 17 per cent of the market. Ofthese, one is wholly owned by GresvigDetalj AS and 10 are partly owned. Theothers belong to the chain members.

Sales divisionThe sales division is responsible fordeveloping a common range of goods forthe chains. The goal is that each shop inthe two chains will present consumerswith a common selection of productswhich strengthens the image of thechains. In addition, the division offersthe shops a supplementary selection ofproducts and brands which can be tailo-red to local market conditions. With 35employees at 1 January 2002, the divisi-on’s vice president is Morten Vinje.

Logistics divisionAbility to deliver represents an impor-tant competitive parameter. The logisticsdivision is responsible for ensuring aflow of goods to G-Sport and INTER-SPORT dealers which enhances operati-onal efficiency and helps to cut the costof goods for both chains and shops. Ithandles procurement, warehousing anddistribution. The aim is to meet therequirements of chain members for theright goods at the right time and in theright quantities. The logistics divisionhad 93 employees at 1 January 2002. Its vice president is Rune Henriksen.

GRESVIG ASA

Gresvig AS Gresvig Service ASGresvig Detalj AS

Associated companies

The group’s legal company structure at 1 January 2002

Gresvig ASAThis is the listed parent company for theGresvig group.

Gresvig ASFrom 1 January 2002, operations inGresvig AS are pursued through fourunits: the sales, retail and logistics divisi-ons and the administration.

Partly-owned shopsThese are retail outlets owned 20-49 percent by the group.

Gresvig Detalj ASThis company embraces the group’sdirectly-owned shops in Norway, inclu-ding 19 in the G-Sport chain and one inthe INTERSPORT chain. Gresvig hasdisposed of its retail business isDenmark.

Gresvig Service ASThis consultant company providesaccounting and advisory services to thechain members.

G-Sport and INTERSPORT will be the natural first choice for demanding customers engaging in active and enjoyable leisure activities. The strong concepts and great expertise of these two chains provide a good basis for understanding andsatisfying consumer requirements. Gresvig’s directly-owned shops and the chain members have substantial knowledge ofand experience in the sale of sport and leisure products. This provides a strong basis for further development of attractivechain concepts. Gresvig’s goal is to be a retail chain in which the division of labour between the centre and the shopsprovides high profitability and efficiency throughout the value chain. The group had the equivalent of 384 people in full-time employment at 1 January 2002. Gresvig is listed on the Oslo Stock Exchange and had 1 019 shareholders at 31 December 2001.

Board of directorsAre Skindlo, chairmanChristian A. BeckRonny LangelandChristian BrinchCarl Erik KreftingMay Sørby (employee-elected)Jan Tore Jakobsen (employee-elected)

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Directors’ report Measures adopted in 2001 and due tobe implemented in 2002 have laid a good basis forreturning the company to profit.

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Highlights of 2001After three years of substantial lossesand a high level of interest-bearing debt,the main objective for 2001 was to turnthe company round in order to return toprofit as quickly as possible. Strengthen-ing the balance sheet and liquidity wasalso crucially important in order toenhance the company’s financial flexi-bility.

It was decided against that back-ground to sell or wind up the business inDenmark, which was making a substan-tial loss. Large parts of the Danishoperation were sold to new owners at 31 October. It was resolved to wind upthe remaining business, and the lossincurred was recorded in the thirdquarter.

To improve results in the Norwegianbusiness, a number of measures wereinitiated to cut costs and increase thecontribution margin. Important stepsincluded reducing stocks, risk manage-ment, improved procurement prices andbetter focus on the shops and consumerrequirements. Combined with the dispo-sal of the Danish business, these measu-res yielded a profit of NOK 10.5 millionbefore tax for the fourth quarter.

Liquidity/debtMeasures aimed at improving liquidityand reducing debt include two steps inparticular.

The first was to raise a convertiblebond loan of NOK 120 million, of whichNOK 60 million provided the companywith additional liquidity while NOK 60million replaced short-term debt.

Second, stocks were reduced by atotal of NOK 99 million. This laid thebasis for an overall reduction of NOK102 million in the company’s interest-bearing debt.

StrategyA strategy for the company in the 2002-06 period was drawn up during 2001.The aim is to develop G-Sport andINTERSPORT into two strong retailchains which work in an integrated col-laboration with Gresvig, maintaining afocus on the consumer, and in whichGresvig and the dealers establish a morelong-term and binding partnership tocreate greater profitability for both sides.

Norwegian marketNorway’s sports equipment marketexperienced relatively large fluctuations

during 2001. The year opened well, witha good winter in much of the countrywhich laid the basis for good sales.Spring and summer were characterisedby lower sales than the year before, pri-marily because bicycle sales declined.Sales staged a substantial recoveryduring the fourth quarter compared withthe same period of 2000, and Decemberproved a particularly good month. Totalsales revenues from the group’s Nor-wegian business were virtually identicalwith the 2000 figure. The number ofmember stores declined by five compa-red with the year before.

Increased competition and wide-spread use of price as a means of attrac-ting customers – particularly in the Osloarea – characterised the year. New play-ers entered the market and strengthenedcompetition. Thanks to intensified andmore efficient marketing, Gresvig’s salesrevenues were not hit by these develop-ments.

Comments on the annual accountsIncome statementOperating revenues for the group total-led NOK 1582 million in 2001, a reduc-tion of NOK 64 million from the yearbefore. Corrected for the disposal of theDanish business, operating revenueswere more or less identical with the2000 figure.

Operating profit came to NOK 2 mil-lion as against a loss of NOK 30 millionfor the previous year.

Operations in Norway made a signifi-cant contribution to this progress, inclu-ding reduced discounts from GresvigKjededrift as a result of better stockmanagement, substantially lower logisti-cal costs and improved operating resultsfor the directly-owned shops.

In addition came measures to cutcosts, such as a reduction in payrollcosts, accommodation expenses andadministrative overheads. This laid thefoundation for a smaller cost base at thecompany in future.

A loss before tax of NOK 39.4 mil-lion was recorded for 2001, as against aloss of NOK 67.5 million the yearbefore.

Balance sheet and liquidityGroup equity totalled NOK 130 millionat 31 December 2001, corresponding toan equity ratio of 17.6 per cent. Com-parable figures for 2000 were NOK 158million and 18.3 per cent.

The group’s balance sheet was redu-ced by NOK 128 million compared with31 December 2000.

Liquid assets totalled NOK 12.8 mil-lion at 31 December 2001 as against14.3 million the year before. Net inte-rest-bearing debt at 31 December 2001was NOK 388 million, compared withNOK 490 million a year earlier. TheNOK 102 million reduction in these lia-bilities reflected the contraction in thegroup’s current assets.

Stocks at 31 December 2001 totalledNOK 219 million, down by NOK 99million for the group over the year. This sharp decline was partly achievedthrough a conscious reduction of stocksin Gresvig Kjededrift AS totalling NOK55 million. The remainder reflected thedisposal of the Danish retailing business.

Gresvig raised a two-year convertiblebond loan of NOK 120 million in April2001. The bonds can be converted toequity in the company every third monthduring the term of the loan at a conver-sion rate of NOK 10, which gives NOK5 in share capital and NOK 5 inGresvig’s share premium reserve. At 31December 2001, bonds totalling NOK3.2 million had been converted. Thebalance on the bond loan at that datewas thereby NOK 116.8 million

The group’s agreement with UnionBank of Norway, its principal bank, spe-cifies certain terms for equity ratio andresults. At 31 December, the group hadfulfilled the current conditions of thisagreement.

Going concernThe going concern assumption is realis-tic, and the annual accounts for 2001have been prepared on that basis.

DenmarkDuring the year, Gresvig sold off orwound up its retail business in Denmark.The decision was taken in the autumn todispose of the operations in INTER-SPORT Detail AS and Knut LarsenSport Aps, which totalled 17 sportsshops. At 30 September 2001, theseunits had contributed a loss of roughlyNOK 16 million to the group accounts.At the same time, a one-off provision ofNOK 25 million was made for windingup or selling this business. As a result,the Danish operations contributed a lossof NOK 41 million before tax for theyear.

Of the 17 shops, 11 were sold to

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INTERSPORT Denmark AS. It was deci-ded to wind up the rest. Two shopsremained in Denmark at 31 December,but these will be wound up by the end ofMarch 2001 and are not expected tohave any effect on results in 2002.

The group’s involvement in Denmarknow comprises the shareholding in theINTERSPORT Danmark AS chain service centre. Gresvig owns about 53per cent of the shares in the company,but only votes for 49 per cent. The shareof results from this company has beenrecorded in the group accounts as anassociated company. INTERSPORTDanmark AS achieved a gross result ofDKK 13.6 million in 2001 and a netresult of DKK 0.7 million.Corresponding figures for 2000 wereDKK 13.5 million and DKK 1.4 million.

The investment contributed NOK 0.4million to the group accounts for 2001.

BUSINESS AREASGresvig’s business now comprises opera-tion of and supply of goods to the

G-Sport and INTERSPORT chains. The basis for its operations is the sale ofsports and leisure equipment through atotal of 340 shops, including 216 in G-Sport and 124 in INTERSPORT.

The principal business areas are:

Chain serviceActivity in Gresvig AS (formerly GresvigKjededrift AS) comprises operation ofthe G-Sport and INTERSPORT chainsas well as a common procurement orga-nisation. Revenues in the chain servicecentre derive from the sale of goods tochain members and directly-ownedshops in Norway, as well as franchisefees from the members.

Net operating revenues came to NOK1 235 million as against NOK 1 211 mil-lion in 2000.

Operating profit for the unit came to NOK 71 million, an improvement of NOK 30 million from the year before.Much of this increase reflects reducedstocks, appropriate procurement ofgoods, lower in-house logistical costs

and reduced discounts on supplementarysales as a result of better stock manage-ment. In addition, lasting reductions inoperating costs were achieved.

The proportion of goods purchasedfrom the chain service centre varied bet-ween the G-Sport and INTERSPORTchains. G-Sport dealers bought about 80 per cent of their requirements fromthe group’s chain service centre, whilethe corresponding figure for INTER-SPORT was roughly 60 per cent. This is on a par with 2000.

Gresvig RetailThe group operates 20 directly-ownedshops in Norway, primarily in the Osloregion, and is part-owner of a further 17member stores. Total sale of goods bythe retail business came to NOK 344million as against NOK 349 million theyear before.

An operating profit of NOK 5.8 mil-lion was achieved by the unit, an impro-vement of NOK 9.4 million from 2000.The unit improved its realised gross pro-

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fit by three percentage points, largelythrough more conscious procurement ofgoods and a consequent reduction in theneed to sell off stocks at a discount.

Logistics division (SportDistribution)SportDistribution serves as the group’slogistics function, and is responsible forwarehousing and goods handling fromthe group’s central warehouse at Askim.The unit has a single customer, GresvigAS. Substantial cost reductions wereachieved by comparison with 2000.Transport of goods to chain membershas been outsourced to external opera-tors. In addition come efficiency impro-vements to cut warehousing costs.Overall, these measures reduced annualcosts for goods handling by NOK 14million.

OrganisationBoth the legal company structure andoperational activities in the Norwegianbusiness were restructured during theyear.

All these measures aimed at simplifi-cation and creating a better basis forprofitable operation.

From 1 January 2002, the groupcomprises the following legal entities:

Gresvig ASA . . . . . . . . . . . .parent companyGresvig As . . . . . . . . . . . . . .all central Nor-

wegian operationsGresvig Detalj AS . . . .all operation of

directly-ownedshops in Norway

Gresvig Service AS . .accounting/consult-ancy for membershops.

The chain service centre in Norway(Gresvig AS) is divided operationallyinto four divisions which will serve bothseparately and together as good partnersfor the dealers in the fight over custo-mers.

Retail division . . . . . . . . . .chain management,concept develop-ment, marketing

Sales division. . . . . . . . . . . .procures productpackages, suppliercontact and negoti-ations

Logistics division . . . .physical goodshandling throug-hout the valuechain, warehousing

Administration . . . . . . . .support functions,accounting, IT andhuman resources

At 31 December, the group had theequivalent of 384 full-time employees asagainst 513 a year earlier. Sicknessabsence came to 10.2 per cent, compa-red with 13.9 per cent in 2000.

Three minor accidents at work wererecorded during the year. Managementand workforce collaborate well.

The environmentOperations by the Gresvig group havelittle impact on the natural environment.The group is concerned to make a con-tribution through measures which canreduce the general environmental burdenattributable to goods transport.Environmental considerations get prio-rity wherever they are compatible withcost-effective operation.

ShareholdersThere were no significant changes inGresvig’s shareholder structure during2001. The largest shareholder is Steen &Strøm ASA, with 30.2 per cent. Detailsof the company’s shareholders and rela-ted information are provided in a sepa-rate section of the annual report.

Coverage of net lossThe parent company, Gresvig ASA,incurred a net loss of NOK 39 536 000for 2001. It is proposed to cover this lossfrom retained earnings.

ProspectsThe disposal of Gresvig’s operationalactivities abroad means that the organi-sation can concentrate on the growthand development of the Norwegian busi-ness.

A commitment is being made to crea-ting a closer collaboration with dealersin G-Sport and INTERSPORT, which ismore long-term and mutually binding.

The key element in this strategy is tocreate integrated retail chains in whichthe division of labour between Gresvigand the dealers has been clarified. Thisprovides the basis for improved profita-bility for both dealers and Gresvig.

Work is under way to develop a bet-ter-structured range of goods, which tiesup less capital and reduces the risk ofhaving to sell off dead stock at a dis-count.

In addition, a commitment is beingmade to developing chain conceptswhich will be modern, competitive andconsumer-focused, and which willstrengthen the G-Sport and INTER-SPORT brands. The goal is to createspecialist chains which focus on consu-mers by stocking quality products atcompetitive prices, employ competentsales staff, operate the best distributionsolutions and have a well-functioningshop computer system.

Where markets are concerned, thevolume of sales in 2002 is expected to beon a par with 2001. No new products orproduct areas likely to create bigchanges in volume are anticipated. Astrong focus will probably be maintainedon prices as one of the most importantmeans of attracting customers.

A reduced cost base, a focus onimproved margins and a customer-orien-ted organisation lay a good basis forstrengthening the company’s earningsand competitiveness in 2002.

Oslo, 21 March 2002. Board of directors of Gresvig ASA

Are Skindlo Christian A. Beck Ronny LangelandChairman

Christian Brinch Carl Erik Krefting May Sørby Jan Tore JakobsenEmployee elected Employee elected

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Gresvig ASA (parent company) Gresvig group(Amounts in NOK 1000) Note 31.12.01 31.12.00 31.12.99 31.12.01 31.12.00 31.12.99

OPERATING REVENUESNet sales revenues 1 477 027 1 539 140 1 789 633 Other operating revenues 68 624 84 054 118 687 104 490 106 870 118 003 Total operating revenues 11 68 624 84 054 118 687 1 581 517 1 646 010 1 907 636

OPERATING EXPENSESCost of goods sold 1 256 1 377 1 413 1 116 178 1 165 702 1 336 984 Payroll and related expenses 12, 18 48 277 53 084 59 390 159 755 179 344 208 238 Depreciation 2 9 750 11 358 11 333 32 955 39 587 46 217 Write-down shares/goodwill 2 2 550 14 123 Restructuring expenses 1 7 129 30 000 25 000 14 927 36 790 Other operating expenses 5,16 39 454 59 334 73 259 245 381 262 370 285 118 Total operating expenses 105 866 150 703 175 395 1 579 269 1 676 053 1 913 347

Operating result (37 242) (66 649) (56 708) 2 248 (30 043) (5 711)

FINANCIAL INCOME/EXPENSESGroup contribution received 46 191 17 922 Income from investment in associates 4 522 1 021 1 542 Interest received from group companies 42 173 42 382 1 550 Other financial income 7 980 2 327 4 051 11 992 9 345 19 798 Financial expenses 16 (108 584) (44 443) (3 355) (54 210) (47 863) (57 823)Net financial items (12 240) 266 20 168 (41 696) (37 497) (36 483)

Ordinary profit/(loss) before tax (49 482) (66 383) (36 540) (39 448) (67 540) (42 194)

Tax on ordinary result 20 9 946 2 456 1 808 6 919 8 192 22 200

Profit/(loss) before minority interests (39 536) (63 927) (34 732) (32 529) (59 348) (19 995)

Minority interests 603 122

Net profit/(loss) (39 536) (63 927) (34 732) (32 529) (58 745) (19 873)

Income statement

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Gresvig ASA (parent company) Gresvig group(Amounts in NOK 1000) Note 31.12.01 31.12.00 31.12.99 31.12.01 31.12.00 31.12.99

FIXED ASSETSTrademarks 4 230 4 863 5 635Deferred tax benefit 20 44 411 34 466 32 010 67 298 58 974 48 066 Goodwill 35 118 40 254 45 390 146 487 168 516 195 753 Total intangible fixed assets 79 529 74 720 77 400 218 015 232 353 249 454

Land, buildings and other property 2 5 509 5 524 4 560 5 517 5 540 10 726Vehicles, machinery and fittings 2 10 246 10 789 13 245 30 009 48 985 59 282Total tangible fixed assets 15 755 16 313 17 805 35 526 54 525 70 008

Investments in subsidiaries 3 312 559 312 659 522 845 Loans to group companies 7 256 719 7 210 6 755 Investments in associates 4 20 004 15 000 15 000 32 207 28 820 22 261Loans to associates 7 4 020 6 679 6 650Investments in shares and interests 4 26 26 26 3 372 1 607 1 769Other receivables 6 2 000 26 212 30 794 31 857Financial fixed assets 589 308 336 895 544 626 65 811 67 900 62 537Total fixed assets 684 592 427 928 639 831 319 352 354 778 382 000

CURRENT ASSETSStocks 9 218 927 318 081 319 477Accounts receivable 5, 7, 9 132 134 132 110 157 626Other receivables 6, 7 9 699 397 703 464 124 53 644 45 153 32 797Investments 4 135 160 160Bank deposits, cash, etc 725 137 12 763 14 258 17 669Total current assets 10 424 397 703 464 261 417 603 509 762 527 729TOTAL ASSETS 695 016 825 631 1 104 092 736 955 864 540 909 729

EQUITYShare capital 19 39 819 38 256 38 256 39 819 38 256 38 256Share premium reserve 19 152 259 190 231 242 081 Total paid-in equity 192 078 228 487 280 337 39 819 38 256 38 256

Other equity 12 077 89 910 119 779 181 330Minority interests 19 307 874Total equity 192 078 228 487 292 414 129 729 158 342 220 460

LIABILITIESPension liabilities 15, 18 7 900 7 778 8 240 11 696 10 532 10 994Other provisions 8, 15 700 700 700Credit institutions 15 231 586 275 903 304 869 239 651 299 267 335 280Convertible bond loan 15 116 874 116 874Other long-term liabilities 7, 15 162 861 2 267 80Total long-term liabilities 356 360 283 681 475 970 368 921 312 766 347 054

Liabilities to financial institutions 14 108 994 288 401 285 348 44 222 202 520 166 337Accounts payable 8 952 68 062 66 531 36 694Tax payable 20 156 156 31 184 1 904Public duties payable 1 564 2 705 2 661 34 010 28 225 35 316Other current liabilities 7 27 068 22 201 47 543 91 980 95 972 101 963Total current liabilities 146 578 313 463 335 708 238 305 393 432 342 215TOTAL EQUITY AND LIABILITIES 695 016 825 631 1 104 092 736 955 864 540 909 729

Balance sheet

Oslo, 21 March 2002. Board of directors of Gresvig ASA

Are Skindlo Christian A. Beck Ronny LangelandChairman

Christian Brinch Carl Erik Krefting May Sørby Jan Tore Jakobsen Rolf GullestadElected by employees Elected by employees President and CEO

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Cash flow from operations

Gresvig ASA Gresvig group(Amounts in NOK 1 000) 2001 2000 2001 2000

Cash flow rom operations Profit/(loss) before tax (49 479) (66 383) (39 448) (67 540)Gain/(loss) on sale of fixed assets 80 4 828 774 11 715Ordinary depreciation 9 750 11 358 32 955 39 587Write-down of fixed assets 25 550 14 123Changes in stocks 99 153 1 396Changes in accounts receivable (24) 25 516Changes in accounts payable 8 952 1 531 29 837Changes in other accrual accounting items, etc (1 896) (29 952) (2 780) (33 127)Net cash flow from operations (32 593) (54 599) 92 161 21 507

Cash flow from investmentsCash provided by sales of fixed assets 13 355 3 883Cash applied to investment in fixed assets (4 056) (4 730) (9 756) (25 044)Cash applied in investments in shares (1 740)Change in investment in associated companies (4 904) (3 386) (6 559)Liquidation return Sport Holding, group asset 179 808Change in minority interest 698 (567)Net cash flow from investments (8 960) 175 078 (830) (28 287)

Cash flow from financingReduction of long-term debt, external (28 697) (33 848)Reduction of long-term debt, group (163 130)Redemption of current debt (179 407) (158 207)Provision of new long-term loans, group (455)Addition from reduction in long-term liabilities, associated company 7 241 1 034Addition to long-term debt 72 557 55 013Addition to current debt 3 053 36 183Addition current receivables, group 146 002 68 613Equity received 3 126 3 126Net cash flow from financing 42 278 (120 616) (92 827) 3 369

Net change in cash and cash equivalents 725 (137) (1 496) (3 411)Cash and cash equivalents at 1 Jan 00 137 14 258 17 669Cash and cash equivalents at 31 Dec 00 725 12 763 14 258

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GeneralThe group accounts have been preparedin accordance with the NorwegianAccounting Act of 1998 and generally-accepted Norwegian accounting princi-ples, based on accounting principles.

Consolidation principlesThe group accounts embrace GresvigASA and all subsidiaries in whichGresvig ASA owns more than 50 percent of the voting shares and/or compa-nies in which it has a dominant influ-ence, and include the following wholly-owned subsidiaries:• Gresvig AS• INTERSPORT Detail AS, Denmark• Kurt Larsen Sport Holding ApS,

Denmark• Gresvig Service AS• Gresvig Detalj AS

Internal revenues and inter-companybalances have been eliminated in thegroup accounts. Similarly, internal gainsin stocks have been eliminated. Shares insubsidiaries have been eliminated inaccordance with the purchase method,which means that differences betweenthe purchase price for shares in the sub-sidiaries and the book value of net assetsat the time of purchase have been analy-sed and allocated to the relevant assets.The portion of the excess purchase pricewhich cannot be allocated to purchasedassets is classified as goodwill and depre-ciated over its expected economic life-time.

Holdings in associated companies inwhich the group has a significant interest(20-50 per cent) are treated/recorded inaccordance with the equity method,which means that the investment isvalued at its equity share and the shareof the profit/loss is recorded asincome/expense. Holdings in companiesin which the group does not have a sig-nificant interest (usually regarded as aholding lower than 20 per cent) arevalued at the lower of cost price andactual value.

Shares and interests in associated companies and subsidiariesInvestments in associated companies andsubsidiaries are classified as fixed assetsand valued at cost price in the parentcompany accounts for Gresvig ASA.Write-downs are made if the estimatedactual value is lower than the cost price,and this fall in value is expected to belasting.

Criteria for revenue recognitionRevenues are recognised when they areearned.

Cash discountsCash discounts on sales are recorded asa reduction in sales revenues, while cashdiscounts on purchases are recorded as areduction in the cost price of the goods.

ClassificationAssets which are to be held or used on along-term basis as well as receivables fal-ling due longer than 12 months from theend of the accounting year are classifiedas fixed assets. Other assets are classifiedas current and recorded at the lower ofcost price and actual value. The totaloutstanding balance on the group’s loansis recorded under long-term liabilities –in other words, the first 12 month’sinstalment on long-term loans is notseparated out as a current liability. Otherliabilities are classified as current.

Assets and liabilities in foreign currencyMonetary items denominated in foreigncurrencies are translated at the exchangerate on the balance sheet date.

ReceivablesReceivables are recorded at nominalvalue less a deduction for possible baddebts.

StocksStocks are recorded at the lower of costprice or expected net realised value afterdeduction of sales costs.

Tangible fixed assetsTangible fixed assets are recorded in thebalance sheet at historical cost less accu-mulated straight-line depreciation.Write-downs to actual value are madewhen the fall in values is expected to belasting. Gains on sales of fixed assets arerecorded as other operating revenues,and losses as operating expenses.Tangible fixed assets are depreciated bythe straight-line method over the expec-ted economic lifetime of the asset at thefollowing rates:

Vehicles 15-25%Machinery, furniture and fixtures 20-25%Building fittings 9-25%

Pension liabilitiesGresvig has a collective pension planwith a life insurance company for itsemployees. In addition come pensionplans financed from operations. Thesepension plans are accounted for inaccordance with the NorwegianAccounting Standard for Pension Costs.This standard requires the company’spension plans to be treated as definedbenefit plans. Pension liabilities are esti-mated at the present value of future pen-sion benefits earned at 31 December.Future pension benefits are calculated onthe basis of estimated salary at the timeof retirement. Pension funds are assessedat expected market value at 31December. Net pension liabilities, adju-sted for unamortised estimated differen-ces, are recorded as long-term debt. Netpension expenses for the period arerecorded in the income statement as pay-roll and related expenses. The impact ofchanges to the pension plans is allocatedover the remaining earnings period. Thefollowing assumptions were used in thecalculation:Discount rate 7.0%Pay adjustments 3.3%Pension regulation 2.5%Voluntary termination 1.5%Expected yield 7.0%

General accounting principles

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Deferred tax/deferred tax benefitDeferred tax liability is calculated on thebasis of temporary differences betweenbook and tax values at 31 December. Anominal tax rate of 28 per cent isapplied in Norway, and national taxrates in other countries. Deferred tax isbased on temporary differences arisingin the Norwegian company after anassessment of what can be recorded inthe balance sheet.

Intangible fixed assetsGoodwill and trademarks are recorded inthe balance sheet at the purchase price lesslinear depreciation which reflects theirestimated economic lifetime. Write-downsto actual value are made when the fall invalue is expected to be lasting. When cal-culating the actual value of goodwill rela-ting to the retail business, goodwill whichcan be allocated to natural geographicalmarkets is assessed as a unit.

The following deprecation rates areapplied:Trademarks 5-10%Goodwill 7-20%

Cash flow statementThe cash flow statement has been prepa-red in accordance with the indirect met-hod. Liquid assets include cash and bankdeposits.

Notes to the accounts

NOTE 1 - MAJOR INDIVIDUAL TRANSACTIONS AND IMPORTANT EVENTS

It was resolved during the year to dispose of the retail business in Denmark. A provision of NOK 25.0 million was made at 30September 2001 in the annual accounts for operating losses and disposals in Denmark in 2001 and 2002. At that date, the Danishunit had contributed a operating loss of NOK 16 million. This unit accordingly accounted for a total loss of NOK 41 million.

A strategic investment was made in PAC Sport AS corresponding to 37.5 per cent of the company’s share capital. This holdinghas been recorded as an associated company with effect from 1 September 2001. PAC Sport AS runs nine INTERSPORT shops inthe Oslo area.

The company raised a convertible bond loan of NOK 120 million in April 2001. The bond loan runs without instalments from 20April 2001 to 20 April 2003.The conversion price is NOK 10 per share. Every third month over the term of the loan, each bondholderwill be able to convert part of their holding to ordinary shares in the company. The first opportunity fell on 20 July 2001 and the lastwill be on 20 April 2003.

At 31 December 2001, bonds totalling about NOK 3.2 million had been converted to shares.

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NOTE 2 – TANGIBLE FIXED ASSETS AND GOODWILL

Buildings/Vehicles fixtures and

(Amounts in NOK 1 000) machinery/furniture fittings Total Goodwill

PARENT COMPANYCost price 1 Jan 01 40 190 7 398 47 588 85 416Additions 3 413 643 4 056Disposals at cost 5 511 5 511Cost price 31 Dec 01 38 092 8 041 46 133 85 416Accumulated depreciation 27 846 2 532 30 378 50 298Book value 31 Dec 01 10 246 5 509 15 755 35 118Depreciation for the year 3 956 658 4 614 5 136Depreciation rates 15–25% 9–15% 7–20%Depreciation method Linear Linear Linear

GROUPCost price 1 Jan 01 159 185 12 763 171 948 399 056Additions 8 336 1 120 9 456 300Disposals at cost 30 565 30 565 6 987Cost price 31 Dec 01 136 956 13 883 150 839 392 369Accumulated depreciation 106 947 8 366 115 313 110 758Accumulated write-downs 135 124Book value 31 Dec 01 30 009 5 517 35 526 146 487Depreciation for the year 13 686 2 468 16 154 16 801Depreciation rates 15–25% 9–25% 7–20%Depreciation method Linear Linear – Linear

Some NOK 4 million of the NOK 9.5 million in investment for the year (excluding goodwill) represents IT investments at Gresvig ASA and Gresvig AS. Roughly NOK 3.5 million was invested in new shop outfitting in Gresvig Detalj AS.

The group’s passenger cars/goods vehicles are primarily leased on three-year contracts. NOK 1.9 million in rental was charged to theaccounts in 2001. Goodwill added in 2001 refers to the acquisition of one shop in Trondheim.

Goodwill in the group is allocated to the following business areas:

(Amounts in NOK 1 000) Book value 2001

Chain service 95 494Retail 50 993 Total 146 487

Goodwill acquired through purchase has been strategically significant for maintaining and strengthening the group’s dominant market positions,both for the chain service centre and for the retail outlets. The economic life of the group’s goodwill is accordingly assessed to be at least 15years from the date of the principal acquisition in 1996. All goodwill is accordingly due to be fully depreciated by 2011.

NOTE 3 – SHARES IN SUBSIDIARIES

(Amounts in NOK 1 000) Business office Ownership/voting share Number Par value Book value

PARENT COMPANY Gresvig AS Askim 100% 1 119 375 100 308 455Kurt Larsen Sport Holding ApS Odense, Denmark 100% 125 1 000 4 000INTERSPORT Detail AS Denmark Odense, Denmark 100% 16 000 1000Gresvig Service AS Askim 100% 100 1 000 104Total 312 559

RECORDED IN SUBSIDIARIESGresvig Detalj AS Askim 100% 10 000 1 000 36 132G-Sport Strandtorget AS Lillehammer 100% 150 1 000 2 088Total 38 220

For guarantees given to subsidiaries, see the note on guarantees.

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NOTE 4 – SHARES/INTERESTS IN OTHER COMPANIES

Business Ownership/ Par value Book value(Amounts in NOK 1000) office voting share Number in NOK parent co Book value

GROUP:

Associated companies:INTERSPORT Danmark AS Odense, Denmark 53% /49% 16 116 18 153INTERSPORT Morenen AS Eidsberg 34% 238 1 000 238 1 125G-Sport Bergen AS Bergen 49% 1 470 1 000 1 470 1 547PAC Sport AS Oslo 37.5% 6 204 6 838IS Sentrum II ANS Lier 37% 34 4 110 4 543Total associated companies 28 138 32 207

Other shares/bondsG-Sport Sørlandet Holding AS Kristiansand 19% 253 100 1 973 1 574G-Sport Rune AS Skedsmo 40% 160 1 000 160 160INTERSPORT International Corp Bern, Sveits 7.1% 1 CHF 20 000 315 315Other shares/bonds 1 323 1 323Total long-term holdings 3 771 3 372Total shares/securities 26 063 35 578

NOTE 5 – ACCOUNTS RECEIVABLE

(Amounts in NOK 1000) 2001 2000

Group:Provision for bad debts at 1 Jan 16 417 17 192Provision for bad debts at 31 Dec 17 058 16 417Change in provision (641) (775)Actual loss for the year 13 219 11 934Loss recorded in the accounts 12 578 11 159

NOTE 6 – RECEIVABLES FALLING DUE IN MORE THAN 12 MONTHS

2001 2001 2000 2000(Amounts in NOK 1 000) Gross First year’s instalment Gross First year’s instalment

GROUP:Receivable from members 16 819 2 414 23 645 8 331Other receivables 9 393 7 141 1 043Total 26 212 2 414 30 794 9 374

The sum specified above as receivable from members represents long-term financing of chain member shops not owned directly.

NOTE 7– INTRAGROUP ACCOUNTS

PARENT COMPANY2001 2000Other Other Other Other

Other current long-term Other current long-term(Amounts in NOK 1000) receivables liabilities liabilities receivables liabilities liabilities

Subsidiaries 256 719 477 328

GROUP2001 2000

Other OtherCustomer Other current Customer Other current

(Amounts in NOK 1000) receivables receivables liabilities receivables receivables liabilities

Associated companies 15 451 4 020 5 902 6 679 1 568

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NOTE 8 – GUARANTEE LIABILITIESThe group has provided guarantees to the chain members. A provision of NOK 700 000 (NOK 700 000 in 2000) has been made in respect of apossible loss relating to these guarantees.

(Amounts in NOK 1000) Loans Rent Other Total

PARENT COMPANY:Subsidiaries 25 680 2 033 16 050 43 763Others 369 1 903 2 272Total 26 049 3 936 16 050 46 035

GROUP:Associated companies 719 719Subsidiaries 25 680 2 033 16 050 43 763Others 2 183 2 183Total 26 399 4 216 16 050 46 665

NOTE 9 – MORTGAGESMortgage bonds have been issued to the company’s principal bank as security for its overdraft facilities and debts secured by mortgage. The total nominal value is NOK 2 754 million.

Assets pledged

Accounts Fittings,(Amounts in NOK mill) Stocks receivable leases, etc Total

GROUP:Pledged assets :Nominal value mortgage bonds 700 000 500 000 1 553 500 2 753 500Book value pledged assets 218 928 132 134 35 399 386 461Book value mortgage debt 283 873Bank overdraft facilities 161 000of which draw-down 97 400

The Union Bank of Norway’s relationship is with the parent company, while security for the borrowings has been provided by the subsidiaries inthe form of mortgage bonds secured on stocks, receivables and rights to acquire leases with operating assets. NOK 379.9 million of the NOK388 million in recorded mortgage debt relates to the parent company. The group has an overdraft facility of NOK 161 million, of which NOK 150million relates to the parent company.

NOTE 10 – SIGNIFICANT LEASE AGREEMENTSGROUP :(Amount in NOK 1 000) Number Term Annual rent

Own operational sites:Norway:Central warehouse Askim 1 10 years 13 649Offices, Oslo Havnelager 1 3 years 4 094Own shops, G-Sport 20 1-5 years 27 066Own shops, INTERSPORT 1 3 years 3 622Sub-lettings 11 1-7 years 8 334Denmark:Own shops, INTERSPORT 4 1-6 years 3 374

NOTE 11 – BUSINESS AREAS AND GEOGRAPHICAL DISTRIBUTIONGROUP:

Operating revenues Operating profit/(loss)(Amounts in NOK mill) 2001 2000 2001 2000

By business area:Chain service centre 1 235 1 211 71 41Shops 446 514 (24) (16)Elimination/group (99) (79) (45) (55)Total 1 582 1 646 2 (30)

By country:Norway 1 478 1 484 32 (17)Denmark 104 162 (30) (13)Total 1 582 1 646 2 (30)

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NOTE 12 – REMUNERATIONGROUP:(Amounts in NOK 1 000) 2001 2000

Pay 129 125 149 673National Insurance contributions 17 050 17 855Pensions expenses 4 449 3 332Other remuneration 9 131 8 485Total 159 755 179 344Employees 584 729

President Directors

Remuneration to leading personnel: Pay 1 363 550 Pensions 179Other remuneration 116Total remuneration 1 658 550

The group chief executive is a member of the collective pension plan.Guttorm B Johansen relinquished his position as chief executive at the end of January 2001 and was entitled under the terms of his employ-

ment contract to a severance payment of NOK 4.2 million. This expense was charged to the accounts for 2000. A new chief executive, Rolf EGullestad, took office on the same date. He is entitled to an annual salary of NOK 1 650 million, severance compensation equal to 12 months’pay and a bonus related to results. In addition, he holds an option agreement covering 100 000 shares in the company at a strike price of NOK14.00 per share, and 20 000 shares at a strike price of NOK 11.10 per share.

The group has provided loans to employees, which totalled NOK 4 023 000 at 31 December 2001. Of this sum, NOK 4 000 000 had beenloaned to senior employees. These loans have been made in accordance with employment contracts or the group’s general guidelines.

An option programme for a number of senior employees of the group was initiated in 2001. The annual general meeting in April 2001 authori-sed a capital expansion by issuing up to 700 000 shares for employees. Option agreements were concluded in 2001 with 30 people, covering atotal of 469 500 shares at a strike price of NOK 14. The market price at that time was NOK 13.

Under these agreements, the options can be exercised over a two-year period, with the first opportunity falling in 2003 for a maximum of 50per cent of the shares involved. The remaining 50 per cent can be exercised in 2004. The final deadline for exercising the awarded options isthe 1-15 June 2006 period.

Directors concluded option agreements with the company in 2001 which give them the right to acquire a total of 120 000 shares – 20 000per shareholder-elected director (including the chairman) and 10 000 per employee-elected director. These options can be exercised during the period for which the director has been elected at a strike price of NOK 11.60. However, they cannot be exercised if the average volume-weighted price in a trading week exceeds NOK 40.

Fees for the groups´ auditor. The principal auditor is Deloitte & Touche Statsautoriserte Revisorer AS:

(Amounts in NOK 1000) Gresvig ASA Group

Audit fees 238 801Consultancy fees 497 1 371

NOTE 13 – FINANCIAL INSTRUMENTS — OFF BALANCE SHEETDevelopments in foreign exchange rates present a financial risk for the group relating to purchases from foreign suppliers and producers. Thecompany’s policy is to hedge about 80 per cent of existing contracts at any given time. Forward contracts are used to hedge foreign exchangeexpenses. The company held purchase agreements/forward contracts at 31 December 2000 for hedging future commodity purchases in equi-valent currencies and at fixed payment dates. The income/expense is accrued and classified in the same manner as the corresponding balancesheet items.

Contracts fall due up to 25 September 2002:

(Amounts in whole NOK 1000)

USD 15 300 equalling NOK 139 568EUR 4 400 equalling NOK 35 239

NOTE 14 – BANK DEPOSITS/OVERDRAFT FACILITIESThe group has no restricted funds related to employee payroll tax withholding. Bank guarantees totalling NOK 6 million have been given to therespective local authorities for the correct payment of these taxes.

Group credit facilities at 31 December 2001:

Gresvig ASA NOK 150 millionINTERSPORT Detail, Denmark NOK 11 million (DKK 10 million)

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NOTE 15 – LONG-TERM LIABILITIES

GROUP:Total Repaid Repaid Repaid Repaid Repaid Repaid

(Amounts in NOK mill) 2001 year 1 year 2 year 3 year 4 . year 5 after year 5

Financial institutions 239.7 77.9 42.3 30.5 30.5 30.5 28.0Convertible bond loan 116.8 116.8Other long-term liabilities 12.4 12.4Total long-term liabilities 368.9 77.9 159.1 30.5 30.5 30.5 40.4

Total Repaid Repaid Repaid Repaid Repaid Repaid (Amounts in NOK mill) 2000 year 1 year 2 year 3 year 4 . year 5 after year 5

Financial institutions 299.2 33.3 31.1 30.5 30.5 30.5 143.3Other long-term liabilities 13.5 13.5Total long-term liabilities 312.7 33.3 31.1 30.5 30.5 30.5 156.8

Gresvig ASA has long-term loans totalling NOK 208 million with Union Bank of Norway, involving NOK 30 million in annual instalments. The average interest rate is currently 9.3 per cent per annum.

The company also has a long-term loan with Nordea Bank in Denmark, taken out in 1998 with a balance of DKK 22 million at 31 December 2001. Agreed instalments are DKK 11 million per year, at an average interest rate which is currently 4.7 per cent per annum.

Certain requirements for the group’s results and balance sheet are set by the loan agreement with Union Bank of Norway. These conditions were fulfilled in 2001.

A convertible bond loan originally totalling NOK 120 million is included under the company’s long-term liabilities. The balance at 31 December 2001 was NOK 116.8 million. The interest rate is currently 9.48 per cent, based on three-month NIBOR + 2.5 per cent.

INTERSPORT Detail Denmark has a long-term foreign loan via Nordea Bank in Denmark corresponding to DKK 4 million. This loan was repaid on 7 January 2002.

NOTE 16 – COMPOSITE ITEMS

(Amounts in NOK 1000) 2001 2000

PARENT COMPANYOther operating expenses:Housing expenses 19 327 20 409Advertising expenses 1 274 753Administration expenses 30 479 1 690Bad debts 3 174 51 168 Part of central expenses (14 800) (14 686)Total 39 454 59 334

Financial expenses:Unrealised foreign exchange losses 1 550 1 103Realised foreign exchange losses 8Net interest expenses 47 686 38 503Other financial expenses 59 348 4 829Total 108 584 44 443

GROUP:Other operating expenses:Housing expenses 76 107 87 857Advertising expenses 77 036 77 441Administration expenses 79 661 85 912Bad debts 12 578 11 159 Total 245 381 262 370

Financial expenses:Unrealised foreign exchange losses 486 1 209Realised foreign exchange losses 1 878 109Net interest expenses 51 845 38 699Other financial expenses 7 846Total 54 209 47 863

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NOTE 17 – RELATED PARTIES

The group leases premises in Norway from its largest shareholder, Steen & Strøm ASA. These leases embrace offices in the Oslo Havnelagerbuilding and shops in four shopping centres. They are based on normal commercial terms, and annual rent payments total about NOK 8.8 million.

NOTE 18 – PENSIONS AND PENSION OBLIGATIONS

The funded pension plan includes 182 people. In addition, the group has pension liabilities funded from operations covering six pensioners andone former chief executive.

The financial assumptions used for the calculation are specified in the accounting principles.

GROUP:(Amounts in NOK 1 000) 2001 2000

Net pension expenses for the period:Current year’s pension earnings 2 167 2 772Interest expenses on pension obligations 997 926 Expected return on pension assets (781) (808)Net amortisation 2 066 1 853Net pension expenses 4 449 4 742

Reconciliation of pension liabilities and pension funds against the amount recorded in the balance sheet:Projected benefit obligations (at net present value) 23 455 24 276Pension fund at expected market value (12 940) (9 821)Net pension liability before actuarial loss 10 515 14 455Unrecognised net actuarial loss 1 182 (3 923)Accrued pension liability 11 697 10 532

NOTE 19 – EQUITY

The parent company's share capital consists of 7 963 795 shares with a nominal value of NOK 5.00 each, all in the same share class. All sharescarry the same voting rights. The company’s 20 largest shareholders and its Risk regulation are listed under shareholder information.

Share premium Other(Amounts in NOK 1000) Share capital reserve equity Total

PARENT COMPANY:Equity 1 Jan 01 38 256 190 231 228 487Net profit/(loss) (39 536) (39 536)New issue 1 563 1 563 3 126Equity 31 Dec 01 39 819 152 259 192 078

GROUPEquity 1 Jan 01 38 256 120 086 158 342Net profit/(loss) for the group (32 529) (32 529)New issue 1 563 1 563 3 126Change in minority/currency 790 790Equity 31 Dec 01 39 819 (89 910) 129 729

Other equity for the group refers to all equity over and above the parent company’s equity.

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NOTE 20 – TAXES

PARENT COMPANY:(Amounts in NOK 1 000) 2001 2000

Tax expense for the year is calculated as follows:Tax payableChange in deferred tax 9 946 2 456Tax on ordinary result 9 946 2 456

Reconciliation from nominal to actual tax rates:Ordinary profit/(loss) before taxes (49 479) (66 383)Expected income tax at nominal rate (28%) 13 854 18 587

Tax effect of the following items:Non-taxable income items (15 075) (12)Change in write-down of deferred tax (28 604)Other items 4 085Tax expense (9 946) 2 456Effective tax rate 20.1% 3.7%

2001 2000Benefit Liability Benefit Liability

Specification of tax effect of temporary differences in uncovered loss:Tangible fixed assets 2 463 2 649Intangible fixed assets 26 517 30 319Financial fixed assets 42 550 42 550Receivables 76 607Commitments 7 900 7 778Loss carried forward 132 215 142 985Total 185 128 26 517 272 569 30 319

Deferred tax 44 411 67 830Unrecorded deferred tax 33 364Net deferred tax, balance sheet 44 411 34 466

The loss of NOK 132 215 000 which can be carried forward by the company against tax lapses in its entirety after 2006.

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GROUP:(Amounts in NOK 1000) 2001 2000

Tax expense for the year is calculated as follows:Tax payable (374)Correction to tax expense earlier years (1 407)Change in deferred tax 8 236 8 566Tax on ordinary result 6 919 8 192

2001 2000Norway Abroad Norway Abroad

Allocation of tax expense between Norway and abroad: Tax on ordinary result 6 919 8 192

2001 2000

Reconciliation from nominal to actual tax rates:Ordinary profit/(loss) before taxes (39 448) (67 540)Expected income tax at nominal rate (28%) 11 045 18 911

Tax effect of the following items:Tax-free revenues (113) 8Goodwill depreciation (1 848) (2 035)Share of profit associated companies 146 286Loss for the year without deferred tax benefit (9 490) (8 471)Change in downgrading of deferred tax 11 534 (351)Other items (4 355) (156)Tax expense 6 919 8 192Effective tax rate 17.5% 12.1%

2001 2000Benefit Liability Benefit Liability

Specification of tax effect of temporary differences in uncovered loss:Tangible fixed assets 15 986 26 950 Intangible fixed assets 48 059 50 386Financial fixed assets 47 141Goods for sale 10 794 23 807Receivables 21 600 11 087Current liabilities 3 633 4 380Commitments 10 959 7 732Loss carried forward 181 499 236 117Total 291 612 48 059 310 073 50 386

Deferred tax 68 195 72 712Unrecorded deferred tax 897 13 738Net deferred tax, balance sheet 67 298 58 974

Deferred tax benefits on losses in foreign units have not been stated in the balance sheet.At 31 December 2001, the group had a loss of NOK 181 499 000 in Norway which could be carried forward against tax.

This will lapse after 2006.

21

22

0

50

100

150

200

250

3 Jan 2000

Gresvig share Oslo Stock Exchange main index

20 March 2002

ShareholdersThe largest shareholders in Gresvig at 31 December 2001:

Shareholder No of shares Percentage

Steen & Strøm Invest 2 403 867 30.18Storebrand Livsforsikring 978 200 12.28Bank of New York 349 620 4.39Varner Finans AS 255 200 3.20Orkla Enskilda Secur 182 750 2.29Sydbank Segregated Account 143 125 1.79Sundal Collier Aktiv 136 500 1.71Rom Invest AS 118 000 1.48Hui Sing Wah 113 000 1.41Røros Sport AS 98 500 1.23Sandtrø Eric 83 000 1.04Hui Finans AS Brdr. 65 000 0.81Globus Norge 65 000 0.81Gjendem Fred 63 500 0.79ABIF Norge 58 300 0.73Globus SMB AS 55 000 0.69Skartind AS 54 000 0.67PK Gruppen 50 000 0.62G-Sport Moagård AS 43 700 0.54Bank of New York 41 380 0.51

Shareholder structure

Number of shares Shareholders Percentage

1–50 26 0.0051–100 54 0.07101–1000 535 3.521001–10000 331 15.2710001–100000 64 22.37over 100000 9 58.77

Shares owned by directors, management and the auditor at 31 December 2001:

Number

Carl-Erik Krefting Director 2 500May Sørby Director 200

Development of the share price 3 Jan 00–20 Mar 02

23

The aim of a good dialogue is to ensurethat the share price reflects the under-lying value of the group by making allprice-relevant information available tothe market.

Share capitalGresvig ASA had a share capital of NOK39 818 975 at 31 December 2001, divi-ded into 7 963 795 shares with a nomi-nal value of NOK 5 each.

The company’s share capital wasincreased from NOK 22 801 000 to31 000 000 in 1994 through a publicplacement in which 1 639 800 shareswere issued at a nominal value of NOK55. This placement provided Gresvigwith NOK 90.2 million in new equityand was carried out as part of the prepa-rations for a stock market listing. Thecompany was quoted on the Oslo StockExchange for the first time on 2 May1994.

The share capital was increased fromNOK 31 000 000 to NOK 37 540 280through a private placement directed atthe shareholders in Sport Holding AS inconnection with Gresvig's acquisition ofall the shares in Sport Holding, at a priceof NOK 113 per share. A further shareissue followed in April 1998. Gresvigacquired Kurt Larsen Holding ApS inDenmark, and part of the purchase pricetook the form of Gresvig shares at aprice of NOK 81. This issue increasedthe share capital to NOK 38 255 905.

Changes to the share capital sincethan relate to the conversion of bondsissued in the company’s convertible bondloan, which runs from the spring of2001 to the spring of 2003. Bonds canbe converted every third month at a con-version price of NOK 10, which givesone share in the company worth NOK 5.

At 31 December, the share capital hadbeen increased by 312 614 shares ofNOK 1 563 070 through such conver-sions. The share capital at that dateaccordingly totalled NOK 39 818 975.

Option schemes for employeesThe Gresvig board is concerned toensure that the management’s commit-ment is related to the company’s goals.This is the background for the optionprogramme introduced in 1999 forsenior and middle managers.

This long-term incentive schemeembraces 30 senior and middle mana-gers in the group.

See note 12 to the accounts on page16 for further information on Gresvig’soption programme.

Voting rights/restrictions on ownershipGresvig has only one category of share.Each share carries one vote at the gene-ral meeting. The company’s articles ofassociation place no restriction on thenumber of shares which may be ownedor voted by a single shareholder.

Dividend policyDividend policy has a high priority inGresvig’s overall and financial strategies.The Gresvig board's long-term objectiveis to pay a dividend which correspondsto 30-50 per cent of net profit for theyear. Paying such dividends will onlybecome relevant when the company hasreturned to a satisfactory equity ratio.

Risk regulation Risk regulation per share at 1 January2002 is put at NOK 0. The historicalRisk amounts since the company securedits listing on the Oslo Stock Exchangehave been:

1 January 1995: (NOK 2.51)1 January 1996: NOK 4.831 January 1997: NOK 5.701 January 1998: NOK 3.271 January 1999: NOK 2.071 January 2000: NOK 0.961 January 2001: NOK 2.23

Share priceThe Gresvig share performed weakly onthe Oslo Stock Exchange during 2001.At 1 January 2001, the share price wasNOK 32.40. It was NOK 7 at 31December – a decline of 78.4 per centover the year. The Oslo StockExchange’s main index sank by 14.6 percent over the same period.

The highest price of NOK 36 for theGresvig share was attained on 11January 2001, while the low point forthe year was NOK 6.10 on 20December.

The company had a stock marketvalue of NOK 56 million at 31 Dec-ember 2001.

Registry of securities and registered enter-prise numbersThe Gresvig share is registered in theNorwegian Registry of Securities (VPS)under the number ISIN NO000 3046401, with Union Bank ofNorway as the account manager.

Gresvig's registered enterprise num-ber is 937 905 645. Its ticker code on theOslo Stock Exchange is GRE.

ShareholdersGresvig had 1 019 shareholders at 31December 2001, as against 663 at1 January. The 20 largest shareholdersowned 5 257 642 shares, correspondingto 66 per cent of the share capital. For-eigners held 7.9 per cent of the shares.

Shareholder information. Gresvig ASA is concerned tomaintain a good dialogue with its shareholders, potentialinvestors, analysts, stockbrokers and financial markets inNorway and abroad.

GRESVIG ASA

Executive managementPresident and CEO: Rolf E GullestadVice president sales division: Morten VinjeVice president retail division: Sverre HelnoVice president logistics division: Rune HenriksenChief financial officer: Per Ivar GlomvikVice president human resources/public: Birgit Hjelmtvedt

Board of directorsAre Skindlo, chairmanChristian A. BeckRonny LangelandChristian BrinchCarl Erik KreftingMay Sørby (employee-elected)Jan Tore Jakobsen (employee-elected)

Gresvig ASA Enterprise no NO 937 905 645

Head officeSagveien 25NO-1814 ASKIMTel +47 69 81 65 00Fax +47 69 88 60 51

Group administrationHavnelageret, LangkaiaPO Box 384 SentrumNO-0102 OSLOTel +47 23 35 85 00Fax +47 23 35 85 10

Gresvig AS (Chain Service) Enterprise no NO 958 367 325

Head office and storehouseSagveien 25NO-1814 ASKIMTel +47 69 81 65 00Fax +47 69 88 60 51

Group administrationHavnelageret, LangkaiaPO Box 384 SentrumNO-0102 OSLOTel +47 23 35 85 00Fax +47 23 35 85 10

Gresvig Retail AS Enterprise no NO 976 196 449

AdministrationHavnelageret, LangkaiaPO Box 384 SentrumNO-0102 OSLOTel +47 23 35 85 00Fax +47 23 35 85 10

Gresvig Service AS Enterprise no NO 929 224 671

Administration Sagveien 25NO-1814 ASKIMTel +47 69 81 65 00Fax +47 69 88 60 51

Project management and design: GCI MonsenPhoto: Sjøberg Bildebyrå 1, 22, 24. Téo Lannié/PhotoAlto 4, 6

annual report 2001

Gresvig ASA