Orkla ASA — AGM Information 2018

Apr 12, 2018

MINUTES

OF

THE ANNUAL GENERAL MEETING

OF

ORKLA ASA

On 12 April 2018, the Annual General Meeting of Orkla ASA (the "Company") was held at Ingeniørenes Hus, Kronprinsens gate 17, Oslo.

The meeting was opened by the Chair of the Board of Directors, Stein Erik Hagen.

Mr Hagen referred to the notice of meeting and confirmed that it had been sent to all shareholders with a known address. In accordance with Article 12, second paragraph, of the Articles of Association, the Board of Directors had decided that the documents to be considered at the General Meeting would not be sent out with the notice, but would instead be made available to shareholders on the Company's website.

The following documents have been made available on the Company's website: the annual Financial Statements and Annual Report of the Board of Directors, the Auditor's Report and the Nomination Committee's recommendations dated 16 March 2018, and the annexes relating to agenda items 3, 4 and 5 dated 22 March 2018.

A list was then made of the shareholders and proxies attending the meeting.

Those present were:

128 persons with voting rights. Those who voted in advance, attended the meeting or had given proxy represented a total of 511,794,971 shares and votes. The represented shares were equivalent to 50.24 per cent of the Company's voting shares, i.e. excluding the Company's treasury shares.

Those present also included:

President and CEO Peter A. Ruzicka. Chair of the Board of Directors Stein Erik Hagen. The Company's elected auditor, Ernst & Young AS, represented by State Authorised Public Accountant Erik Mamelund. Members of the Board of Directors and the Group Executive Board of Orkla ASA.

There were no comments on the notice of meeting or the agenda, and the meeting was declared lawfully convened.

The following matters were considered at the meeting:

1. Election of Meeting Chair

Anders Christian Stray Ryssdal was elected Meeting Chair. A detailed list of the voting results is appended to these minutes.

Ann Kristin Brautaset was unanimously elected to co-sign the minutes with the Meeting Chair.

2. Approval of the 2017 Financial Statements for Orkla ASA and the Orkla Group and the 2017 Directors' Report, including approval of a share dividend for 2017 of NOK 2.60 per share excluding shares owned by the Group

The Directors' Report and the proposed 2017 Financial Statements for Orkla ASA and the Orkla Group were presented together with the Auditor's Report.

President and CEO Peter A. Ruzicka reported on the development and strategic position of the Orkla Group. CFO Jens Bjørn Staff elaborated on the main points in the Financial Statements.

Chair of the Board of Directors Stein Erik Hagen gave an account of the assessments on which the Board's share dividend proposal was based.

State Authorised Public Accountant Erik Mamelund read the Auditor's Report to the General Meeting.

Shareholders were given an opportunity to give comments and ask questions.

The General Meeting then approved the 2017 Financial Statements for Orkla ASA and the Orkla Group, the 2017 Directors' Report, and the share dividend for 2017 of NOK 2.60 per share excluding shares owned by the Group.

A detailed list of the voting results is appended to these minutes.

3. Orkla's terms and conditions policy, remuneration of executive management and the Group's incentive programmes

The Meeting Chair provided an introduction to the rules governing the Board of Directors' statement on the determination of the pay and other remuneration of executive management pursuant to section 6-16(a) of the Public Limited Liability Companies Act, which the General Meeting is required to consider under the Act. The Board of Directors' statement can be found in Note 5 to the 2017 Financial Statements for Orkla ASA, which is included in Orkla's Annual Report and is also appended to the notice of meeting.

3.1 Explanation of Orkla's terms and conditions policy and the Board of Directors' statement on the determination of the pay and other remuneration of executive management

Chair of the Board, Stein Erik Hagen, reviewed Orkla's terms and conditions policy and the Board of Directors' statement.

3.2 Advisory vote on the Board of Directors' guidelines on the determination of pay and other remuneration of the Group Executive Board for the coming financial year

The General Meeting endorsed the Board of Directors' statement on the pay and other remuneration of the Group Executive Board as described in Note 5 (ii) to Orkla ASA's 2017 Financial Statements.

A detailed list of the voting results is appended to these minutes.

3.3 Approval of the guidelines on share-related incentive programmes for the coming financial year

The General Meeting approved the Board of Directors' guidelines on share-based remuneration as described in Note 5 (iii) to Orkla ASA's 2017 Financial statements relating to (i) long-term incentives for executive management and key employees, provided that the LTI amount is adjusted according to the total return on the Orkla share, and (ii) 25 per cent discounted shares for employees with condition that the shares may not be sold until 24 months after the purchase is made.

A detailed list of the voting results is appended to these minutes.

Report on the Company's corporate governance $\mathbf{4}$ .

The Meeting Chair provided an introduction to the rules governing Corporate Governance and referred to the Board of Directors' corporate governance report which is included in Orkla's Annual Report and to the annex to agenda item 4. The General Meeting took due note of the report.

Authorisation to acquire treasury shares 5.

At the Annual General Meeting on 20 April 2017, the Board of Directors was authorised to acquire shares in Orkla ASA until the date of the Annual General Meeting in 2018.

An authorisation to acquire treasury shares was first granted at the Annual General Meeting on 7 May 1998, and has been renewed every year since then. The Board of Directors has used the authorisation to make modest purchases of treasury shares. The company has not acquired any shares under the authorisation granted by the General Meeting in 2017.

As before, the reason for this proposal is to enable the Board of Directors to exercise the power under section 9-2 onwards of the Public Limited Liability Companies Act to acquire treasury shares totalling no more than 10 per cent of the Company's share capital. Shares acquired pursuant to this authorisation must be cancelled or used for employee incentive programmes.

In keeping with the Board of Directors' proposal, the General Meeting adopted the following resolution:

The General Meeting of Orkla ASA hereby authorises the Board of Directors to permit the company to acquire shares in Orkla ASA with a nominal value of up to NOK 125,000,000, divided among a maximum of 100,000,000 shares, provided that the Company's holding of treasury shares does not exceed 10 per cent of shares outstanding at any given time. The amount that may be paid per share shall be no less than NOK 20 and no more than NOK 120. The Board of Directors shall be free to decide the methods of acquisition and disposal of treasury shares. This authorisation shall apply from 13 April 2018 until the date of the Annual General Meeting in 2019.

This authorisation may be used to fulfil existing incentive programmes for employees, and for employee incentive programmes adopted by the General Meeting in accordance with agenda item 3.3.

A detailed list of the voting results is appended to these minutes.

In keeping with the Board of Directors' proposal, the General Meeting adopted the following resolution:

The General Meeting of Orkla ASA hereby authorises the Board of Directors to permit the company to acquire shares in Orkla ASA with a nominal value of up to NOK 125,000,000, divided among a maximum of 100,000,000 shares, provided that the company's holding of treasury shares does not exceed 10 per cent of shares outstanding at any given time. The amount that may be paid per share shall be no less than NOK 20 and no more than NOK 120. The Board of Directors shall be free to decide the methods of acquisition and disposal of treasury shares. This authorisation shall apply from 13 April 2018 until the date of the Annual General Meeting in 2019.

This authorisation may be used for the acquisition of shares for cancellation.

A detailed list of the voting results is appended to these minutes.

Election of members and deputy member to the Board of Directors 6.

Chair of the Nomination Committee Anders Christian Stray Ryssdal reported on the work of the Nomination Committee and presented its overall recommendation regarding agenda items 6 to 11. The General Meeting then considered the individual elements in the Nomination Committee's recommendation.

The Nomination Committee proposed that the members of the Board of Directors be reelected:

Stein Erik Hagen Grace Reksten Skaugen Ingrid Jonasson Blank Lars Dahlgren Nils Selte Liselott Kilaas

The Nomination Committee proposed Peter Agnefjäll elected as new member of the Board of Directors.

The Nomination Committee proposed Caroline Hagen Kjos re-elected as personal deputy member for Stein Erik Hagen and Nils Selte.

Shareholders were given an opportunity to nominate other candidates.

The Nomination Committee was of the opinion that an annual assessment of the overall composition of the Board of Directors will result in greater flexibility, and proposed that, as last year, the term of office be set at one year.

The Nomination Committee's recommendation was adopted. A detailed list of the voting results is appended to these minutes.

The following members were elected for a term of one year:

Stein Erik Hagen Grace Reksten Skaugen Ingrid Jonasson Blank Lars Dahlgren Nils Selte Liselott Kilaas Peter Agnefiäll

The following deputy member was elected for a term of one year:

Caroline Hagen Kjos

7. Election of the Chair and Deputy Chair of the Board of Directors

The Chair of the Nomination Committee, Anders Christian Stray Ryssdal, referred to the review of the Nomination Committee's recommendation. The term of office will be set at one year. Shareholders were given an opportunity to ask questions, comment and nominate other candidates.

The Nomination Committee's recommendation was adopted. A detailed list of the voting results is appended to these minutes.

Stein Erik Hagen was elected Chair of the Board of Directors for a term of one year.

Grace Reksten Skaugen was elected Deputy Chair of the Board of Directors for a term of one year.

8. Election of members to the Nomination Committee

The Chair of the Nomination Committee, Anders Christian Stray Ryssdal, referred to the review of the Nomination Committee's recommendation.

The following members of the Nomination Committee were up for election:

Anders Christian Stray Ryssdal Leiv Askvig Karin Bing Orgland

The shareholders were given an opportunity to nominate other candidates.

Pursuant to Article 13, first paragraph, of the Articles of Association, it was proposed that the term of office be set at two years, i.e. until the Annual General Meeting in 2020.

The recommendation of the Nomination Committee was adopted. A detailed list of the voting results is appended to these minutes.

The following members were elected for a term of two years:

Anders Christian Stray Ryssdal Leiv Askvig Karin Bing Orgland

9. Election of Chair of the Nomination Committee

The Chair of the Nomination Committee, Anders Christian Stray Ryssdal, referred to the review of the Nomination Committee's recommendation. The recommendation of the Nomination Committee was adopted. A detailed list of the voting results is appended to these minutes.

Anders Christian Stray Ryssdal was elected Chair of the Nomination Committee.

10. Approval of remuneration to the members of the Board of Directors

The Chair of the Nomination Committee, Anders Christian Stray Ryssdal, referred to the review of the Nomination Committee's recommendation. The Nomination Committee wished to maintain the practice of adjusting the fee rates of the Board of Directors annually, in accordance with the general wage trend.

The recommendation of the Nomination Committee was adopted. A detailed list of the voting results is appended to these minutes.

The following fee rates were approved:

The Board of Directors:
Board Chair	NOK 820,000 per year
Deputy Board Chair	NOK 660,000 per year
Shareholder elected Board member NOK 522,000 per year
Employee elected Board member	NOK 430,000 per year
Deputy member	NOK 27,500 per meeting

In addition, shareholder-elected Board members residing outside of Norway receive an additional NOK 17,500 for each Board meeting they attend and this will apply also to shareholder-elected deputy members.

Compensation Committee:

Committee Chair	NOK 140,000 per year
Member	NOK 105,000 per year

Audit Committee:
Committee Chair	NOK 176,000 per year
Member	NOK 118,000 per year

11. Approval of remuneration to the members of the Nomination Committee

The Chair of the Nomination Committee, Anders Christian Stray Ryssdal, referred to the review of the Nomination Committee's recommendation. The Nomination Committee wished to maintain the practice of adjusting the fee rates of the Nomination Committee annually, in accordance with the general wage trend.

The recommendation of the Nomination Committee was adopted. A detailed list of the voting results is appended to these minutes.

The following fee rates were approved:

Committee Chair	$NOK$ 63,000 per year
Member	$NOK$ 46,000 per year
Employee-elected representative	NOK 6,200 per meeting

12. Approval of the auditor's remuneration

Remuneration of NOK 3,431,378 for the auditor was proposed for 2017.

The Meeting Chair referred to Note 5 to the Financial Statements for Orkla ASA, and reported on the total fees for the Group auditor and other auditors for 2017, including the breakdown between audit fees and fees for other services.

The auditor's remuneration was then approved. A detailed list of the voting results is appended to these minutes.

********************

There was no other business, and the meeting was adjourned.

Oslo, 12 April 2018

....................................... Anders Christian Stray Ryssdal Meeting Chair

....................................... Ann Kristin Brautaset

Annex: Voting results by agenda item.

$\bar{\chi}$

Protocol for general meeting ORKLA ASA A-AKSJER

ISIN:	NO0003733800 ORKLA ASA A-AKSJER
General meeting date: 12/04/2018 15.00
Today:	12.04.2018
Shares class	FOR	Against	Poll in	Abstain		Poll not registered Represented shares
						with voting rights
Agenda item 1 Election of meeting chair	511,775,439	19,512	511,794,951	20	$\mathbf 0$	511,794,971
A - aksje votes cast in %	100.00 %	0.00%		0.00%
representation of sc in %	100.00 %	0.00%	100.00 %	0.00%	0.00%
total sc in %	50.23 %	0.00%	50.23 %	0.00%	0.00%
Total	511,775,439		19,512 511,794,951	20	0	511,794,971
Agenda item 2 Approval of the financial statements for 2017, including distribution of a dividend
A - aksje	511,000,501	794,450	511,794,951	20	$\bf{0}$	511,794,971
votes cast in %	99.85 %	0.16%		0.00%
representation of sc in %	99.85 %	0.16%	100.00 %	0.00%	0.00%
total sc in %	50.15 %	0.08%	50.23 %	0.00%	0.00%
Total	511,000,501		794,450 511,794,951	20	0	511,794,971
Agenda item 3.2 Advisory vote on the Board of Directors' guidelines for the remuneration of the executive
management for the coming financial year
A - aksje	494,717,878	16,673,206	511,391,084	403,887	$\bf{0}$	511,794,971
votes cast in %	96.74 %	3.26 %		0.00%
representation of sc in %	96.66 %	3.26 %	99.92 %	0.08%	0.00%
total sc in %	48.55 %	1.64 %	50.19 %	0.04%	0.00%
Total	494,717,878		16,673,206 511,391,084 403,887		0	511,794,971
Agenda item 3.3 Approval of guidelines for share-based incentive programmes for the coming financial year
A - aksje	403,914,533	107,880,185	511,794,718	253	$\bf{0}$	511,794,971
votes cast in %	78.92 %	21.08%		0.00%
representation of sc in %	78.92 %	21.08%	100.00 %	0.00%	0.00%
total sc in %	39.64 %	10.59 %	50.23 %	0.00%	0.00%
Total			403,914,533 107,880,185 511,794,718	253	0	511,794,971
Agenda item 5(ii) Authorisation to acquire treasury shares to be utilised to fulfil existing employee incentive
programmes
A - aksje	493,273,083	18,521,635	511,794,718	253	$\mathbf 0$	511,794,971
votes cast in %	96.38 %	3.62%		0.00%
representation of sc in %	96.38 %	3.62 %	100.00 %	0.00%	0.00%
total sc in %	48.41 %	1.82 %	50.23 %	0.00%	0.00%
Total	493,273,083		18,521,635 511,794,718	253	0	511,794,971
Agenda item 5(iii) Authorisation to acquire treasury shares to be utilised to acquire shares for cancellation
A - aksje	507,774,324	4,013,038	511,787,362	7,609	$\mathbf 0$	511,794,971
votes cast in %	99.22 %	0.78%		0.00%
representation of sc in %	99.21 %	0.78%	100.00 %	0.00%	0.00%
total sc in %	49.83%	0.39%	50.23 %	0.00%	0.00%
Total	507,774,324		4,013,038 511,787,362	7,609	0	511,794,971
Agenda item 6 Election of members and deputy member of the Board of Directors
A - aksje	419,950,182	91,844,769	511,794,951	20	0	511,794,971
votes cast in %	82.05 %	17.95 %		0.00%
representation of sc in %	82.05 %	17.95 %	100.00 %	0.00%	0.00%
total sc in %	41.22 %	9.01%	50.23 %	0.00%	0.00%
Total	419,950,182		91,844,769 511,794,951	20	0	511,794,971
Agenda item 6a Stein Erik Hagen
A - aksje	486,070,679	25,724,272	511,794,951	20	0	511,794,971
votes cast in %	94.97 %	5.03%		0.00%
representation of sc in %	94.97 %	5.03%	100.00 %	0.00%	0.00%
total sc in %	47.70 %	2.53 %	50.23 %	0.00%	0.00%
Total	486,070,679		25,724,272 511,794,951	20	0	511,794,971
Agenda item 6b Grace Reksten Skaugen
A - aksje	496,800,995	14,993,936	511,794,931	40	0	511,794,971
votes cast in %	97.07 %	2.93 %		0.00%
representation of sc in %	97.07 %	2.93 %	100.00 %	0.00%	0.00%
total sc in %	48.76%	1.47 %	50.23 %	0.00%	0.00%
Total	496,800,995		14,993,936 511,794,931	40	0	511,794,971
Agenda item 6c Ingrid Jonasson Blank
A - aksje	480,238,609	31,531,322	511,769,931	25,040	0	511,794,971
votes cast in % representation of sc in %	93.84 % 9383%	6.16% 6.16%	100.00 %	0.00% 0.01%	0.00%

https://investor.vps.no/gm/votingResultTotalMinutes.htm? menu=true&fromMain=T... 12.04.2018

			Poll in			Abstain Poll not registered Represented shares
Shares class	FOR	Against				with voting rights
total sc in $%$	47.13%	3.10 %	50.23 %	0.00%	$0.00 \%$
Total	480,238,609		31,531,322 511,769,931	25,040	0	511,794,971
Agenda item 6d Lars Dahlgren
A - aksje	511,527,403	267,528	511,794,931	40	0	511,794,971
votes cast in %	99.95 %	0.05%		0.00%
representation of sc in %	99.95 %	0.05%	100.00 %	0.00%	0.00%
total sc in %	50.20%	0.03%	50.23 %	0.00%	0.00%
Total	511,527,403		267,528 511,794,931	40	0	511,794,971
Agenda item 6e Nils K. Selte
A - aksje	487,155,492	24,639,439	511,794,931	40	0	511,794,971
votes cast in % representation of sc in %	95.19 % 95.19 %	4.81 % 4.81%	100.00 %	0.00% 0.00%	0.00%
total sc in %	47.81%	2.42 %	50.23 %	0.00%	0.00%
Total	487,155,492		24,639,439 511,794,931	40	o	511,794,971
Agenda item 6f Liselott Kilaas
A - aksje	510,428,678	1,341,253	511,769,931	25,040	0	511,794,971
votes cast in %	99.74 %	0.26%		0.00%
representation of sc in %	99.73%	0.26%	100.00 %	0.01%	0.00%
total sc in %	50.10%	0.13%	50.23 %	0.00%	0.00%
Total	510,428,678		1,341,253 511,769,931	25,040	0	511,794,971
Agenda item 6g Peter Agnefjäll
A - aksje	510,510,254	1,284,677	511,794,931	40	0	511,794,971
votes cast in %	99.75 %	0.25%		0.00%
representation of sc in %	99.75 %	0.25%	100.00 %	0.00%	0.00%
total sc in %	50.10 %	0.13%	50.23 %	0.00%	0.00%
Total	510,510,254		1,284,677 511,794,931	40	o	511,794,971
Agenda item 6h Caroline Hagen Kjos (deputy member)
A - aksje	510,159,477	1,609,454	511,768,931	26,040	0	511,794,971
votes cast in %	99.69 %	0.31%		0.00%
representation of sc in %	99.68 %	0.31%	100.00 %	0.01%	0.00%
total sc in %	50.07% 510,159,477	0.16%	50.23 % 1,609,454 511,768,931	0.00% 26,040	0.00% 0	511,794,971
Total Agenda item 7a Election of the Chair of the Board of Directors: Stein Erik Hagen
A - aksje	504,714,517	7,049,074	511,763,591	31,380	0	511,794,971
votes cast in %	98.62%	1.38 %		0.00%
representation of sc in %	98.62 %	1.38 %	99.99 %	0.01%	0.00%
total sc in %	49.53 %	0.69%	50.23 %	0.00%	0.00%
Total	504,714,517		7,049,074 511,763,591	31,380	o	511,794,971
Agenda item 7b Election of the Deputy Chair of the Board of Directors: Grace Reksten Skaugen
A - aksje	500,094,747	11,667,635	511,762,382	32,589	0	511,794,971
votes cast in %	97.72%	2.28%		$0.00 \%$
representation of sc in %	97.71 %	2.28 %	99.99 %	0.01%	0.00%
total sc in %	49.08%	1.15 %	50.23 %	0.00%	0.00%
Total	500,094,747		11,667,635 511,762,382	32,589	0	511,794,971
Agenda item 8 Election of members of the Nomination Committee
A - aksje	438,597,557	73,197,361	511,794,918	53	0	511,794,971
votes cast in %	85.70 %	14.30 %		0.00%
representation of sc in %	85.70 %	14.30 %	100.00 %	0.00%	0.00%
total sc in %	43.05% 438,597,557	7.18%	50.23 % 73,197,361 511,794,918	0.00% 53	0.00% 0	511,794,971
Total Agenda item 8a Anders Christian Stray Ryssdal
A - aksje	511,492,911	302,007	511,794,918	53	0	511,794,971
votes cast in %	99.94 %	0.06%		0.00%
representation of sc in %	99.94 %	0.06%	100.00 %	0.00%	0.00%
total sc in %	50.20%	0.03%	50.23 %	0.00%	0.00%
Total	511,492,911		302,007 511,794,918	53	o	511,794,971
Agenda item 8b Leiv Askvig
A - aksje	510,554,388	1,240,530	511,794,918	53	0	511,794,971
votes cast in %	99.76 %	0.24%		0.00%
representation of sc in %	99.76 %	0.24%	100.00 %	0.00%	0.00%
total sc in %	50.11%	0.12%	50.23 %	0.00%	0.00%
Total	510,554,388		1,240,530 511,794,918	53	o	511,794,971
Agenda item 8c Karin Bing Orgland
A - aksje	510,560,944	1,233,974	511,794,918	53	0	511,794,971
votes cast in %	99.76 %	0.24%		0.00%
representation of sc in %	99.76%	0.24%	100.00 %	0.00%	0.00%
total sc in %	50.11 %	0.12%	50.23 %	0.00%	0.00%

Shares class	FOR	Against	Poll in			Abstain Poll not registered Represented shares with voting rights
Total	510,560,944		1,233,974 511,794,918	53	$\mathbf 0$	511,794,971
Agenda item 9 Election of the Chair of the Nomination Committee: Anders Chr. Stray Ryssdal
A - aksje	511,492,911	294,471	511,787,382	7,589	$\Omega$	511,794,971
votes cast in %	99.94 %	0.06%		0.00%
representation of sc in %	99.94 %	0.06%	100.00 %	0.00%	0.00%
total sc in %	50.20%	0.03%	50.23 %	0.00%	0.00%
Total	511,492,911		294,471 511,787,382	7,589	0	511,794,971
Agenda item 10 Remuneration of members and deputy member of the Board of Directors
A - aksje	509,232,523	2,427,963	511,660,486	134,485	$\mathbf 0$	511,794,971
votes cast in %	99.53 %	0.48%		0.00%
representation of sc in %	99.50 %	0.47%	99.97 %	0.03%	0.00%
total sc in %	49.98%	0.24%	50.22 %	0.01%	0.00%
Total	509,232,523		2,427,963 511,660,486 134,485		0	511,794,971
Agenda item 11 Remuneration of members of the Nomination Committee
A - aksje	511,632,185	53,301	511,685,486	109,485	0	511,794,971
votes cast in %	99.99 %	0.01%		0.00%
representation of sc in %	99.97 %	0.01%	99.98 %	$0.02 \%$	0.00%
total sc in %	50.21 %	0.01%	50.22 %	0.01%	0.00%
Total	511,632,185		53,301 511,685,486 109,485		0	511,794,971
Agenda item 12 Approval of the Auditor's fee
A - aksje	509,618,686	2,150,107	511,768,793	26,178	$\Omega$	511.794.971
votes cast in %	99.58 %	0.42%		0.00%
representation of sc in %	99.58 %	0.42%	100.00 %	0.01%	0.00%
total sc in %	50.02 %	0.21%	50.23 %	0.00%	0.00%
Total	509,618,686		2,150,107 511,768,793	26,178	0	511,794,971

Registrar for the company:

DNB Bank ASA

Signature company: ORKLA ASA A-AKSJER

Name	Total number of shares Nominal value Share capital		Voting rights
$A - a$ ksje	1,018,930,970	1.25 1,273,663,712.50 Yes
Sum:

§ 5-17 Generally majority requirement
requires majority of the given votes

§ 5-18 Amendment to resolution
Requires two-thirds majority of the given votes
like the issued share capital represented/attended on the general meeting