Orkla ASA — AGM Information 2019

Apr 4, 2019

ORKLA ASA

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of Orkla ASA will be held at Ingeniørenes Hus, Kronprinsens gate 17, Oslo, on Thursday, 25 April 2019 at 3:00 p.m. (CET). The doors will be opened for registration and light refreshments from 1:30 p.m.

The agenda is as follows:

• 1. Opening of the meeting by the Chair of the Board of Directors and election of the meeting chair. The Board of Directors proposes that Anders Christian Stray Ryssdal be elected as meeting chair.
• 2. Approval of the financial statements for 2018 for Orkla ASA and the Orkla Group and the annual report of the Board of Directors, including approval of a share dividend for 2018 of NOK 2.60 per share, except for shares owned by the Group

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

• 3.1 Explanation of Orkla's compensation and benefits policy and the Board of Directors' statement of guidelines for the pay and other remuneration of the executive management
• 3.2 Advisory vote on the Board of Directors' guidelines for the remuneration of the executive management for the coming financial year
• 3.3 Approval of guidelines for share-based incentive programmes for the coming financial year

4. Report on the company's corporate governance

Reference is made to attachments which may be found at www.orkla.com.

5. Reduction of capital by cancellation of treasury shares

As of 31 December 2018, Orkla ASA owned a total of 19,410,259 treasury shares. At the Annual General Meeting held on 12 April 2018, the Board of Directors was granted authority to acquire a total of 100,000,000 Orkla shares with a nominal value of up to NOK 125,000,000. This authorisation may be used in part to acquire shares for cancellation and in part for employee incentive programmes. In 2018, 20,000,000 Orkla shares were acquired under this authorisation. In line with the purpose of acquiring treasury shares, the Board of Directors proposes to reduce the company's share capital by cancelling 17,500,000 shares owned by Orkla ASA ASA in accordance with the provisions of the Public Limited Companies Act. The Board has found it expedient to retain the remainder of the company's treasury shares in Orkla ASA's ownership in order to be able to fulfil its obligations under employee incentive programmes adopted by the General Meeting.

The capital reduction will not entail any disbursements by the company. The amount by which the share capital will be reduced will be used to cancel the company's treasury shares. The auditor has confirmed that the company's tied-up equity will be fully covered after the capital reduction.

The Board of Directors proposes that the General Meeting adopt the following resolution:

"The General Meeting of Orkla ASA resolves to reduce share capital by NOK 21,875,000 from NOK 1,273,663,712.50 to NOK 1,251,788,712.50 by cancelling 17,500,000 shares owned by Orkla ASA. The number of shares in the company will be reduced from 1,018,930,970 to 1,001,430,970. The amount by which the share capital is reduced will be used to cancel treasury shares."

Reducing share capital by cancelling shares will necessitate a corresponding amendment to Article 1, first sentence, of the Articles of Association, which with effect from the entry into force of the reduction of capital upon registration in the Register of Business Enterprises will then read:

"Orkla ASA is a public limited company with share capital of NOK 1,251,788,712.50 divided between 1,001,430,970 fully paid up shares, each with a par value of NOK 1.25."

6. Authorisation to acquire treasury shares

At the Annual General Meeting on 12 April 2018, the Board of Directors was authorised to acquire shares in Orkla ASA until the Annual General Meeting in 2019. The Board of Directors proposes that this authorisation be renewed.

Authorisation to acquire treasury shares was granted for the first time at the Annual General Meeting on 7 May 1998 and has been renewed every year. The company has acquired 20,000,000 shares under the authorisation granted at the Annual General Meeting in 2018. The reason for this proposal is, as before, to enable the Board of Directors to avail itself of the possibility pursuant to sections 9–2 et seq. of the Public Limited Liability Companies Act to acquire shares of Orkla ASA up to a maximum value of 10% of share capital.

Shares acquired under this authorisation must be cancelled or used for employee incentive programmes. Under the Norwegian Code of Practice for Corporate Governance, if the Board of Directors is granted an authorisation that covers several purposes, a separate vote should be held for each purpose. The Board of Directors proposes the following resolution; see section 9– 4 of the Public Limited Liability Companies Act:

"(i) 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 between a maximum of 100,000,000 shares, provided that the company's holding of treasury shares does not exceed 10% 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 have a free hand with respect to methods of acquisition and disposal of treasury shares. This authorisation shall apply from 26 April 2019 until the date of the Annual General Meeting in 2020.

(ii) The authorisation may be utilised to fulfil existing employee incentive programmes, and employee incentive programmes adopted by the General Meeting in accordance with item 3.3 of the agenda.

(iii) The authorisation may be utilised to acquire shares for cancellation."

• 7. Election of members and deputy member of the Board of Directors
• 8. Election of the Chair and Deputy Chair of the Board of Directors
• 9. Election of a member of the Nomination Committee
• 10. Remuneration of members and a deputy member of the Board of Directors
• 11. Remuneration of members of the Nomination Committee

Agenda items 7–11: Reference is made to the recommendation of 18 March 2019 which may be found at www.orkla.com.

12. Approval of the Auditor's fee

* * * Under section 5–12 (1) of the Public Limited Liability Companies Act, the Annual General Meeting shall be opened by the Board Chair. The General Meeting elects the meeting chair. The Board of Directors proposes Anders Christian Stray Ryssdal as meeting chair.

Shareholders are entitled to participate in the Annual General Meeting, either in person or by a proxy of their own choice. Notice of attendance must be received no later than 3:00 p.m. (Norwegian time) on 23 April 2019. Notice of attendance may be given electronically through Orkla's website www.orkla.com or VPS Investor Services, or by completing and sending the attendance form to DNB Bank ASA, Registrar's Department.

Shareholders who wish to attend and vote at the Annual General Meeting by proxy may send the proxy form electronically through VPS Investor Services, or to DNB Bank ASA, Registrar's Department, within the time limit stated above. Proxy forms may also be brought to the Annual General Meeting. Proof of the identity of the proxy and the person represented by proxy, and the company certificate if the shareholder is a legal entity, must be submitted along with the proxy. Shareholders also have the opportunity to grant a proxy with voting instructions.

Shareholders who cannot participate in the Annual General Meeting may cast a direct advance vote on each item of business electronically on the company's website www.orkla.com or through VPS Investor Services. The deadline for casting advance votes is 3:00 p.m. on 23 April 2019. Until the deadline expires, votes cast in advance may be changed or retracted. If a shareholder chooses to attend the Annual General Meeting, either in person or by a proxy, any votes cast in advance are deemed to have been retracted.

The attendance and proxy form is attached.

Orkla ASA is a public limited liability company subject to the provisions of the Public Limited Liability Companies Act. The company has issued 1,018,930,970 shares. Each share carries one vote at the Annual General Meeting, but no voting right

may be exercised for shares belonging to the Group. As of the date of this notice, the company has 19,410,259 treasury shares for which no votes may be cast.

Shareholders are entitled to vote the number of shares that they each own, and that are registered with the Norwegian Central Securities Depository (VPS) on the date of the Annual General Meeting. If a shareholder has acquired shares shortly before the Annual General Meeting, the voting rights for the transferred shares may only be exercised if the acquisition has been recorded by the VPS, or if the acquisition has been reported to the VPS and documentary evidence thereof is presented at the Annual General Meeting. Shareholders may bring an advisor and may give one advisor the right to speak.

Shareholders may not require that new items of business be placed on the agenda at this time, as the deadline for such requests has expired; see section 5 –11, second sentence, of the Public Limited Liability Companies Act. A shareholder is entitled to present proposals for decisions on items of business that are on the agenda and to require that members of the Board of Directors and the general manager provide available information at the Annual General Meeting on matters that may affect assessment of (i) the approval of the annual financial statements and the report of the Board of Directors, (ii) matters that are submitted to the shareholders for decision, and (iii) the company's financial position, including information on the activities of other companies in which the company participates, and other items of business to be considered by the General Meeting, unless the information requested cannot be provided without causing undue detriment to the company.

The shares will be quoted exclusive of the dividend on 26 April 2019. Based on the decision of the General Meeting regarding the share dividend, the dividend will be paid on 7 May 2019 to shareholders of record as of the date of the Annual General Meeting. Dividends paid to foreign shareholders will be subject to a deduction for any Norwegian withholding tax (up to 25% of the dividend) in accordance with applicable provisions. In order to avoid loss or delay, shareholders must give notice of their acquisition of shares and any change of address as soon as possible, and specify the account into which dividends are to be paid to the bank/stockbroker selected as account manager, to the Norwegian Central Securities Depository.

In accordance with Article 12, second paragraph, of the Articles of Association, the Board of Directors has decided that documents to be considered at the Annual General Meeting shall be made available on the company's website instead of being sent out with the notice of the Annual General Meeting. This also applies to documents which by law shall be enclosed with or attached to the notice of the Annual General Meeting. A shareholder is nonetheless entitled to be sent the documents free of charge, upon request to the company. Documents may be ordered at www.orkla.com or by contacting Orkla by phone +47 22 54 40 00.

Notice of the Annual General Meeting and other documents relating to items of business, as well as further information concerning the rights of shareholders, may be found at www.orkla.com.

The Annual General Meeting will be webcast directly on www.orkla.com, and will be simultaneously interpreted into English.

Oslo, 4 April 2019

Reference no.: PIN code:

Notice of Annual General Meeting

The Annual General Meeting of Orkla ASA will be held on Thursday 25 April 2019 at 3 p.m. (CET) at Ingeniørenes Hus, Kronprinsens gate 17, Oslo

If the above-mentioned shareholder is an enterprise, it will be represented by: _________________________________________

Name of enterprise's representative (To grant a proxy, use the proxy form below.)

Notice of attendance / advance vote

The undersigned will attend the Annual General Meeting on 25 April 2019 and vote for

______________________ (number of) shares.

This notice of attendance must be received by DNB Bank ASA, Registrar's Department no later than 3 p.m. (CET) on 23 April 2019. Notice of attendance may also be sent electronically through Orkla's website www.orkla.com or through VPS Investor Services. Alternatively, it may be sent by email to genf@dnb.no or by post to DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway. Advance votes may only be cast electronically through the company's website www.orkla.com or through VPS Investor Services. To access the electronic system for notification of attendance and advance voting through the Orkla website, the above-mentioned reference number and PIN code must be stated.

		______________
Place	Date	Shareholder's signature
		(If attending personally. To grant a proxy, use the form below.)

Proxy (without voting instructions)

Reference no.: PIN code:

This proxy form is to be used for a proxy without voting instructions. To grant a proxy with voting instructions, please go to page 2.

If you are unable to attend the Annual General Meeting in person, this proxy may be used by a person authorised by you, or you may send the proxy without naming the proxy holder. In such case, the proxy will be deemed to be given to the Chair of the Board of Directors or a person authorised by him.

The proxy form must be received by DNB Bank ASA, Registrar's Department no later than 3 p.m. (CET) on 23 April 2019. The proxy may be sent electronically through Orkla's website www.orkla.com or through VPS Investor Services. Alternatively, it may be sent by email to genf@dnb.no or by post to DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway.

The undersigned: ___________________________ hereby grants (tick one of the two):

the Chair of the Board of Directors (or a person authorised by him)

_____________________________________________

(name of proxy holder in capital letters)

a proxy to attend and vote my/our shares at the Annual General Meeting of Orkla ASA on 25 April 2019.

______________________________________________________________________________________________ Place Date Shareholder's signature (Signature only when granting a proxy.)

With regard to rights of attendance and voting, reference is made to the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. Please note especially that if a proxy is granted, a written, dated proxy issued by the beneficial owner of the shareholding must be presented. If the shareholder is a company, the company's certificate of registration must be attached to the proxy.

Reference no.: PIN code:

Proxy (with voting instructions)

This proxy form is to be used for a proxy with voting instructions. If you are unable to attend the Annual General Meeting in person, you may use this proxy form to give voting instructions. You may grant a proxy with voting instructions to a person authorised by you, or you may send the proxy without naming the proxy holder, in which case the proxy will be deemed to have been given to the Chair of the Board of Directors or a person authorised by him.

The proxy form must be received by DNB Bank ASA, Registrar's Department, no later than 3 p.m. (CET) on 23 April 2019. Email: genf@dnb.no (scanned form). Mail address: DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway. The proxy form may also be brought to the general meeting.

The undersigned: __________________________________ hereby grants (tick one of the two):

the Chair of the Board of Directors (or a person authorised by him)

____________________________________ (name of proxy holder in capital letters)

a proxy to attend and vote my/our shares at the Annual General Meeting of Orkla ASA on 25 April 2019.

The votes shall be exercised in accordance with the instructions below. Please note that if any items below are not voted on (not ticked off), this will be deemed to be an instruction to vote "in favour" of the proposals in the notice. However, if any motions are made from the floor in addition to or in lieu of the proposals in the notice, the proxy holder may vote or abstain from voting at his discretion. In such case, the proxy holder will vote on the basis of his reasonable understanding of the motion. The same applies if there is any doubt as to how the instructions should be understood. Where no such reasonable interpretation is possible, the proxy holder may abstain from voting.

Agenda AGM 2019		In favour	Against	Abstention
1.	Election of meeting chair			
2.	Approval of the financial statements for 2018, including distribution of a dividend			
3.2	Advisory vote on the Board of Directors' guidelines for the remuneration of the			
	executive management for the coming financial year
3.3	Approval of guidelines for share-based incentive programmes for the coming			
	financial year
5.	Reduction of capital by cancellation of treasury shares			
6(ii)	Authorisation to acquire treasury shares to be utilised to fulfil existing employee			
	incentive programmes and incentive programmes adopted by the General
	Meeting in accordance with item 3.3 of the agenda
6(iii)	Authorisation to acquire treasury shares to be utilised to acquire shares for			
	cancellation
7.	Election of members and deputy member of the Board of Directors
	Stein Erik Hagen			
	Grace Reksten Skaugen			
	Ingrid Jonasson Blank			
	Lars Dahlgren			
	Nils K. Selte			
	Liselott Kilaas			
	Peter Agnefjäll			
	Caroline Hagen Kjos (deputy member)			
8.	Election of the Chair of the Board of Directors: Stein Erik Hagen			
	Election of the Deputy Chair of the Board of Directors: Grace Reksten Skaugen			
9.	Election of member of the Nomination Committee
	Nils-Henrik Pettersson			
10.	Remuneration of members and deputy member of the Board of Directors			
11.	Remuneration of members of the Nomination Committee			
12.	Approval of the Auditor's fee			

Place Date Shareholder's signature

(Only for granting proxy with voting instructions.)

With regard to rights of attendance and voting, reference is made to the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. Please note especially that if a proxy is granted, a written, dated proxy issued by the beneficial owner of the shareholding must be presented. If the shareholder is a company, the company's certificate of registration must be attached to the proxy.

_______________________________________________________________________________________________