Orkla ASA — M&A Activity 2019

Jan 17, 2019

Orkla ASA: Orkla completes the offer to acquire Kotipizza

Orkla ASA: Orkla completes the offer to acquire Kotipizza

Reference is made to the stock exchange releases on 22 November 2018 and 16

January 2019 regarding Orkla's tender offer to purchase all of the issued and

outstanding shares in Kotipizza Group Oyj («Kotipizza» and the "Tender Offer").

According to the final results of the Tender Offer, the shares tendered in the

Tender Offer, together with the total of 762,597 shares in Kotipizza acquired by

Orkla through market purchases, represent approximately 98.59% of all the shares

and votes in Kotipizza.

All conditions, including the condition related to Orkla achieving ownership of

more than 90% of all shares and votes in Kotipizza, are now fulfilled. Thus,

Orkla will complete the Tender Offer in accordance with its terms and

conditions.

It is Orkla's intention to acquire all the shares in Kotipizza, and as such,

Orkla will proceed with a subsequent offer period and compulsory redemption

proceedings for the remaining Kotipizza shares. Orkla may purchase shares in

Kotipizza during or after the offer period also in public trading on Nasdaq

Helsinki or otherwise outside the Tender Offer.

About Orkla

Orkla is a leading supplier of branded consumer goods and concept solutions to

the consumer, out-of-home and bakery markets in the Nordics, Baltics and

selected markets in Central Europe and India. Orkla is listed on the Oslo Stock

Exchange and its head office is in Oslo. In 2017, the Group had a turnover of

NOK 40 billion, and approximately 18,000 employees as of 31 December 2017.

Orkla ASA

Oslo, 17 January 2019

Ref.:

Orkla

Group Director Corporate Communications and Corporate Affairs

Håkon Mageli

Tel.: +47 928 45 828

SVP Investor Relations

Thomas Ljungqvist

Tel.: +47 48 25 96 18

Senior Advisor

Rabbe Wikström

Tel: +358 20785 4002

Kotipizza

CEO

Tommi Tervanen

Tel: +358 207 716 743

CFO and Deputy to the CEO

Timo Pirskanen

Tel: +358 207 716 747

Notice to U.S. Shareholders

U.S. shareholders are advised that the shares of Kotpizza Group Oyj are not

listed on a U.S. securities exchange and that Kotipizza Group is not subject to

the periodic reporting requirements of the U.S. Securities Exchange Act of 1934

(the "Exchange Act"), and is not required to, and does not, file any reports

with the U.S. Securities and Exchange Commission (the "SEC") thereunder. The

tender offer will be made to Kotipizza Group's shareholders resident in the

United States on the same terms and conditions as those made to all other

shareholders of Kotipizza Group to whom an offer is made. Any information

documents are being disseminated to U.S. shareholders on a basis comparable to

the method that such documents are provided to Kotipizza Group's other

shareholders.

The tender offer will be made in the United States pursuant to Section 14(e) and

Regulation 14E under the Exchange Act as a "Tier II" tender offer, and otherwise

in accordance with the requirements of Finnish law. Accordingly, the tender

offer will be subject to disclosure and other procedural requirements, including

with respect to the offer timetable, settlement procedures and timing of

payments that are different from those applicable under U.S. domestic tender

offer procedures and law.

To the extent permissible under applicable law or regulations, Orkla and its

affiliates or brokers (acting as agents for Orkla or its affiliates, as

applicable) may from time to time, and other than pursuant to the tender offer,

directly or indirectly, purchase or arrange to purchase, the shares of Kotipizza

Group or any securities that are convertible into, exchangeable for or

exercisable for such shares of Kotipizza Group. To the extent information about

such purchases or arrangements to purchase is made public in Finland, such

information will be disclosed by means of a press release or other means

reasonably calculated to inform U.S. shareholders of Kotipizza Group of such

information. In addition, the financial advisers to Orkla may also engage in

ordinary course trading activities in securities of Kotipizza Group, which may

include purchases or arrangements to purchase such securities.

Neither the SEC nor any U.S. state securities commission has approved or

disapproved the tender offer or passed any comment upon the adequacy or

completeness of any tender offer document. Any representation to the contrary is

a criminal offence in the United States.

This information is subject to the disclosure requirements pursuant to section

5 -12 of the Norwegian Securities Trading Act.