If you are in any doubt about the contents of this Supplementary Prospectus you should consult a person authorised for the purposes of the Financial Services and Markets Act 2000 who specialises in advising on the acquisition of shares and other securities. This Supplementary Prospectus has been issued by ODIN Forvaltning AS (ODIN Fund Management) (the Manager ) which is responsible for its contents. To the best of the Manager s knowledge the information contained in this Supplementary Prospectus is in accordance with the facts and this Supplementary Prospectus makes no omission likely to affect the import of such information. ODIN Eiendom ( the Fund ) (An equity mutual fund established under the laws of Norway and managed in accordance with the Norwegian Securities Funds Act. The Fund is a collective investment scheme recognised in the United Kingdom under section 264 of the Financial Services and Markets Act 2000) SUPPLEMENTARY PROSPECTUS FOR POTENTIAL INVESTORS IN THE UNITED KINGDOM DATED September 2010 This Supplementary Prospectus forms part of and should be read in conjunction with the Prospectus and, unless otherwise stated, capitalised terms in this Supplementary Prospectus shall have the same meaning as in the Prospectus. Nothing in this Supplementary Prospectus or the Prospectus should be construed as advice on the merits of an investment in the Fund managed by the Manager or otherwise. 1
FACILITIES AND INFORMATION IN THE UNITED KINGDOM The Fund is a equity mutual fund established under the laws of Norway and registered with the Financial Supervisory Authority of Norway whose address is P.O. Box 100 Bryn, N-0611 Oslo, Norway. The Fund is aimed at institutional investors. The attention of potential investors in the United Kingdom ( UK ) is drawn to the description of risk factors connected with an investment in the Fund on page 1 of the Prospectus (page 2 of the Simplified Prospectus). This Supplementary Prospectus and the Prospectus mentioned above may be distributed in the UK without restriction. Copies of this Supplementary Prospectus and the Prospectus have been delivered to the FSA as required under the Financial Services and Markets Act 2000. The Manager is authorised and regulated by the Financial Supervisory Authority of Norway. The Manager is required under the FSA rules to maintain at an address in the UK certain facilities in the interests of investors in the Fund in the UK. Nordea Bank Finland Plc, which is authorised and regulated by the Finnish Financial Supervision Authority (Rahoitustarkastus) has a London branch which is supervised in the UK by the FSA. Nordea Bank Finland Plc will maintain the relevant facilities at its offices in the UK, the address of which is: City Place House 55 Basinghall Street London EC2V 5NB (tel: 020 7726 9000). During normal business hours persons in the UK may inspect and obtain copies of the incorporation documents of the Fund, the latest Prospectus, Simplified Prospectuses and the latest annual and interim reports relating to the Fund. Information can be obtained there either orally or in writing (in English) about the latest sale and purchase prices of units, and investors may also apply to redeem their units and through this facility obtain payment of any redemption price. Any person who has a complaint about the operation of the Fund can submit it there for transmission to the Manager. Particulars of the procedure to be followed in connection with the subscription and purchase and with the redemption and sale of units are set out in the Prospectus. Neither the Manager nor the Fund is regulated by the FSA and potential investors in the UK are advised that the rules made by the FSA under the Financial Services and Markets Act 2000 do not in general apply to the Fund or the Manager. In particular the rules made under that Act for the protection of private customers (for example, those conferring rights to cancel or withdraw from certain investment agreements) do not apply, and the Financial Services Compensation Scheme will not be available in connection with an investment in the Fund. 2
TAXATION IN THE UNITED KINGDOM The tax consequences for each Investor of acquiring, holding, redeeming or otherwise disposing of units depends upon the relevant laws of any jurisdiction to which the Investor is subject. Investors in the Fund should seek their own professional advice as to this, as well as to any relevant exchange control or other relevant laws and regulations. The statements on taxation below are intended to be a general guide to the anticipated tax treatment in the UK of the Fund and its Investors. The statements relate to Investors holding units as an investment (as opposed to as a dealer) and who are not subject to special tax rules. They are based on the law and practice in force at the date of this Supplementary Prospectus. As is the case with any investment, there can be no guarantee that the tax position and proposed tax position when an investment in the Fund is made will continue indefinitely (and tax law may change with retrospective effect). The Fund The Manager intends to conduct the affairs of the Fund so that it does not become resident in the UK for tax purposes. The Investors Income Individual investors resident in the UK for tax purposes will generally be liable to UK income tax in respect of the dividends paid to them in respect of their units (and, if they hold units at the end of an accounting period, also in respect of any undistributed income attributable to them reported for that period), subject to their personal circumstances. Where dividends are paid (or attributed) to UK additional rate taxpayers, they will be subject to tax at a rate of 42.5% but the dividend will be treated for this purpose as if it has a tax credit attached, so the actual tax payment of additional rate taxpayers will be equivalent to 36.1% of the dividend received (or income reported). Higher rate taxpayers will similarly be subject to tax at a rate of 32.5% but the dividend (or reported income) will be treated as if it has a tax credit attached, so that the actual tax payment of higher rate taxpayers will be equivalent to 25% of the dividend received. Basic rate taxpayers will have a 10% tax liability on the dividends (or reported income) but they will be treated as if they too have a tax credit attached, with the result that basic rate taxpayers will not be required actually to pay tax on any dividends (or reported income). Non-taxpayers, including registered pension schemes, are not liable to tax on dividends (or reported income). UK tax-paying corporate Shareholders will generally be exempt from corporation tax on dividends paid on or after 1 July 2009 (and on reported income). Each corporate investor will need to consider its own position in light of its particular circumstances. 3
Withholding tax in Norway on dividends The dividends will be subject to Norwegian withholding tax at a rate stated in the current tax treaty between Norway and the UK, at present 15%. A nominee account will be subject to a withholding tax at a rate of 25%, and investors holding units through one may, in appropriate cases, reclaim 10% from the Norwegian tax authority. UK taxpayers may offset the Norwegian tax suffered against their UK tax liability on the income (if any) to reduce their UK tax liability on the income. Corporate investors - Dividends paid by Norwegian entities to corporate investor within the EEA covered by the participation exception method, (defined as limited companies, savings banks and other self owned finance enterprises, mutual insurance companies, co-operatives, equity funds, associations, foundations, certain bankrupt estates and estates under administration, municipalities, county municipalities, inter-municipal companies and companies wholly owned by the Government) are not subject to withholding tax in Norway. Withholding tax imposed on dividends to a tax payer comprised by the tax exemption method, may file a refund claim. A refund claim should be issued to the tax authorities within five (5) calendar years after the end of the year in which the withholding tax was levied. There is no standard application form for refunds of withholding tax. The claimant must provide information necessary to decide whether the refund claimant is an entity covered by the participation exception method and is the beneficial owner of the dividend payment(s). The Norwegian tax authorities have stated that foreign investors must be resident in the UK according to UK domestic tax law in order to be covered by the Norwegian participation exemption method. Investors will therefore need to obtain a statement from HM Revenue & Customs ( HMRC ) confirming that the applicant was resident at the time of the dividend distribution in order to get a refund of withholding tax. Gains Under the offshore funds legislation, any gain arising on the sale, redemption or other disposal of units in an offshore fund held by persons who are resident or ordinarily resident in the UK for tax purposes will be taxed at the time of that sale, disposal or redemption as income and not as a capital gain. This income tax treatment does not apply, however, where the Fund is certified by HMRC as a distributing fund or a reporting fund throughout the period during which the investor holds the units. The Fund was certified as a distributing fund for the year ended 31 December 2009 and a reporting fund with effect from 1 January 2010. Assuming that the Fund continues to be a reporting fund, UK taxpaying individuals will be liable to capital gains tax on gains realised on disposals of holdings in it, depending on their personal circumstances, and UK corporation tax paying companies will be similarly be subject to corporation tax on chargeable gains realised. In the unlikely event that the Fund ceases to be a reporting fund for an accounting period, then the UK tax position of any UK-taxpaying investors who hold units in it at the time will be affected. Any gain arising on the sale, redemption or other disposal of units (including for 4
individuals on death) held by persons who are resident or ordinarily resident in the UK for tax purposes will be taxed at the time of that sale, redemption or disposal as income and not as a capital gain. Accordingly, they will be liable to income tax on the gain, not capital gains tax. Anti-Avoidance Provisions The UK tax rules contain a number of anti-avoidance codes that can apply to UK investors in offshore funds in particular circumstances. It is not anticipated that they will normally apply to investors. Any UK taxpaying investor who (together with connected persons) holds over 10% of a Fund should take specific advice. EU Savings Tax Directive The EU Savings Directive has not been implemented in Norway. Odin, however, publishes the results of the Fund's assets tests quarterly. As the result of a company policy, the cash (or cash equivalents) part of its assets, will always be under 15%. 5