Orkla ASA — Proxy Solicitation & Information Statement 2010

Mar 25, 2010

ORKLA

www.orkla.com

ORKLA ASA

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of Orkla ASA will be held at Folketeateret, Storgaten 21-23, 0184 Oslo, on Thursday, 22 April 2010 at 3 p.m.

The agenda is as follows:

1. Approval of the financial statements for 2009 for Orkla ASA and the Orkla Group and the annual report of the Board of Directors, including approval of a share dividend for 2009 of NOK 2.25 per share, except for shares owned by the Group
2. Orkla's terms and conditions policy, remuneration of executive management and the Group's incentive programmes

2.1 Explanation of Orkla's terms and conditions policy and the Board of Directors' statement of guidelines for the pay and other remuneration of the executive management
2.2 Advisory vote on the Board of Directors' guidelines for the remuneration of the executive management for the coming financial year
2.3 Approval of guidelines for share-related incentive arrangements for the coming financial year

1. Authorisation to acquire treasury shares

At the Annual General Meeting on 23 April 2009, the Board of Directors was authorised to acquire shares in Orkla ASA until the Annual General Meeting in 2010.

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. In accordance with this authorisation, the company has acquired 72,222,630 shares in Orkla ASA since 7 May 1998 and up to the present date.

The reason for this proposal is, as before, to enable the Board to avail itself of the possibility pursuant to section 9-2 et seq. of the Public Limited Liability Companies Act to acquire treasury shares up to a maximum value of 10% of share capital. Shares acquired pursuant to this authorisation must be cancelled or used for employee incentive programmes.

Under the Norwegian Code of Practice for Corporate Governance, if the Board 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, cf. 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 23 April 2010 until the date of the Annual General Meeting in 2011.

(ii) The authorisation may be utilised to fulfil existing employee incentive arrangements, and employee incentive arrangements adopted by the General Meeting in accordance with item 2.3 of the agenda.

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

1. Authorisation for the Board of Directors to increase share capital through the subscription of new shares

At the Annual General Meeting on 23 April 2009, the authorisation granted to the Board of Directors to increase share capital by up to NOK 90,000,000 through the subscription of new shares was renewed. The authorisation applies until the Annual General Meeting in 2010.

The Board of Directors proposes that the authorisation be renewed.

Such authorisation has regularly been granted by previous general meetings. The reason for this proposal is, as before, that the authorisation will simplify procedures if it should prove desirable to further develop the Group's core businesses by acquiring companies in return for consideration in the form of the subscription of new shares or otherwise increasing share capital.

The Board of Directors proposes the following resolution, cf. sections 10-14 to 10-19 of the Public Limited Liability Companies Act:

"The Board of Directors is authorised to increase share capital through the subscription of new shares with an aggregate nominal value of up to NOK 90,000,000, divided between a maximum of 72,000,000 shares, each with a nominal value of NOK 1.25. The authorisation may be utilised to further develop the Group's core businesses by acquiring companies in return for consideration in the form of the subscription of new shares or otherwise increasing share capital. This authorisation may be utilised for one or more share issues.

The Board of Directors may decide to deviate from the preemptive right of shareholders to subscribe for shares pursuant to section 10-4 of the Public Limited Liability Companies Act.

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The Board of Directors may decide that payment for the shares shall be effected in assets other than cash, or the right to subject the company to special obligations pursuant to section 10-2 of the Public Limited Liability Companies Act. If payment is made in assets other than cash, the Board may decide that such assets shall be transferred to a subsidiary in return for a corresponding settlement between the subsidiary and Orkla ASA.

The authorisation also applies to decisions to merge pursuant to section 13-5 of the Public Limited Liability Companies Act.

This authorisation shall apply from 23 April 2010 until the date of the Annual General Meeting in 2011."

1. Election of members and deputy members to the Corporate Assembly

Reference is made to the recommendation of 24 March 2010 which may be found at www.orkla.com.

1. Election of members to the Nomination Committee and the Committee chair

Reference is made to the recommendation of 24 March 2010 which may be found at www.orkla.com.

1. Remuneration of the members and deputy members of the Corporate Assembly

Reference is made to the recommendation of 24 March 2010 which may be found at www.orkla.com.

1. Remuneration of the members of the Nomination Committee

Reference is made to the recommendation of 24 March 2010 which may be found at www.orkla.com.

1. Approval of guidelines for the Nomination Committee

Reference is made to the draft guidelines of 18 March 2010 which may be found at www.orkla.com.

1. Approval of the Auditor's remuneration

Pursuant to Article 17 of the Articles of Association, the general meeting shall be opened and chaired by the Chairman of the Corporate Assembly.

Shareholders are entitled to participate in the 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. on 19 April 2010. 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 NOR Bank ASA, Securities Service.

Shareholders who wish to attend and vote at the general meeting by proxy may send the proxy form electronically through VPS Investor Services, or to DnB NOR Bank ASA, Securities Service, within the time limit stated above. Proxy forms may also be brought to the general meeting.

Attendance and proxy forms are enclosed.

The company has issued 1,028,930,970 shares. Each share carries one vote at the general meeting, but no voting right may be exercised for shares belonging to the Group. 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 general meeting. If a shareholder has acquired shares shortly before the 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 general meeting. Shareholders may bring and give one advisor the right to speak.

The shares will be quoted exclusive of the dividend on 23 April 2010. Based on the decision of the general meeting regarding the share dividend, the dividend will be paid on 4 May 2010 to shareholders of record as of the date of the general meeting. 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 VPS.

In accordance with Article 16, second paragraph, of the Articles of Association, the Board of Directors has decided that documents concerning matters to be considered at the general meeting shall be made available on the company's website instead of being sent out with the notice of the general meeting. This also applies to documents which by law shall be enclosed with or attached to the notice of the general meeting. A shareholder is nonetheless entitled to request that the documents be sent to him or her free of charge, upon request to the company. Information regarding how shareholders can have the documents sent to them may be found at www.orkla.com.

Notice of the 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.

Oslo, 25 March 2010

Knut Brundtland
Chairman of the Corporate Assembly

Appendix

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ORKLA

www.orkla.no

VEDLEGG INNKALLING TIL GENERALFORSAMLING

Til generalforsamlingen i Orkla ASA

DAGSORDEN PUNKT 11

Det følger av allmennaksjeloven § 5-11 at aksjeeier har rett til å få saker behandlet på generalforsamling. Aksjeeier, Trond Bjørnstad, har i brev til styret i Orkla ASA bedt om å få følgende sak behandlet på generalforsamlingen:

«Sstyret skal umiddelbart pålegge Orklas administrasjon å sikre at det til enhver tid ligger adekvat kompetanse og tilfredsstillende etiske retningslinjer til grunn for driften av Orkla Finans.»

Saken vil bli behandlet på generalforsamlingen som dagsorden pkt. 11.

www.orkla.com

APPENDIX NOTICE OF ANNUAL GENERAL MEETING

To the General Meeting of Orkla ASA

ITEM 11 OF THE AGENDA

Under section 5-11 of the Public Limited Liability Companies Act, shareholders are entitled to submit matters for consideration at general meetings. In a letter to the Board of Directors of Orkla ASA, a shareholder, Trond Bjørnstad, has requested that the following matter be considered at the general meeting:

«The Board of Directors shall immediately direct Orkla’s management to ensure that Orkla Finans’ operations at all times are grounded in adequate expertise and satisfactory ethical guidelines.»

The matter will be considered at the general meeting under item 11 of the Agenda.

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ORKLA

www.orkla.com

APPENDIX TO ITEM 5 ON THE AGENDA

To the General Meeting of Orkla ASA

ELECTION OF MEMBERS AND DEPUTY MEMBERS TO THE CORPORATE ASSEMBLY

1. Introduction

The Nomination Committee has considered the composition of the Corporate Assembly and its deputy members at several meetings. The Nomination Committee has contacted major shareholders for suggestions or comments in connection with the coming elections, and has spoken with representatives of several shareholders. Information on the way shareholders may submit comments and suggestions to the Nomination Committee has been available on the company's website.

The response received from shareholders is that the composition of the Corporate Assembly should largely reflect the composition of the shareholder body. In connection with the coming elections, the Nomination Committee has considered it desirable to ensure continuity among the members of the Corporate Assembly.

Further grounds for the recommendation of the Nomination Committee will be provided at the Annual General Meeting.

2. The Corporate Assembly

2.1 Members

At Orkla's Annual General Meeting in spring 2009, all of the members of the Corporate Assembly were elected for a term of one year, and consequently the following persons are up for election:

	Elected in:
Johan H. Andresen jr.	(2001)
Idar Kreutzer	(2003)
Knut Brundtland	(2007)
Rune Bjerke	(2007)
Kjetil Houg	(2007)
Nils-Henrik Pettersson	(2003)
Gunn Wærsted	(deputy 2001-03, member 2003)
Lars Windfeldt	(2006)
Anne Gudefin	(2006)
Olaug Svarva	(deputy 1995-01, member 2006)
Dag Mejdell	(2006)
Marianne Blystad	(2006)
Nils Selte	(2008)
Terje Venold	(deputy 2001-09, member 2009)

Knut Brundtland and Anne Gudefin have informed the Nomination Committee that they will not stand for re-election.

The Nomination Committee recommends that the following persons be re-elected:

	No. of shares owned personally/company affiliation and shareholding at 31 December 2009
Johan H. Andresen jr.	(0)/Ferd AS (4,500,000)
Idar Kreutzer	(0)/Storebrand (3,974,667)
Rune Bjerke	(0)/DnB NOR (38,637,716)
Kjetil Houg	(600)/Oslo Pensionsforsikring (4,000,000)
Nils-Henrik Pettersson	(80)/Law firm of Schjødt AS (0)
Gunn Wærsted	(0)/Nordea (960,153)
Lars Windfeldt	(126,265)
Olaug Svarva	(0)/Folketrygdfondet (110,900,010)
Dag Mejdell	(13,450)/Posten Norge AS (0)
Marianne Blystad	(0)/Law firm of Ro Sommernes DA (0)
Nils Selte	(52,000)¹/Canica-group (238,342,000)
Terje Venold	(1,000)/Veidekke ASA (0)

¹ Incl. shares owned by related parties

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ORKLA

The Nomination Committee further recommends that the following person be elected as a new member of the Corporate Assembly:

Claus R. Flinder
(0)/Simonsen Advokatfirma DA (0)

Ann Kristin Brautaset
(0)/Folketrygdfondet (110,900,010)

Claus R. Flinder has been proposed by Franklin Mutual. Further information regarding Mr Flinder and Ms Brautaset may be found as an attachment to this recommendation.

Under section 8, fourth paragraph, of the Articles of Association, the term of election may be set at up to two years. The Nomination Committee is of the opinion that an annual assessment of the overall composition of the Corporate Assembly will ensure somewhat greater flexibility, and therefore proposes that the term of election be set, as last year, at one year, i.e. until the Annual General Meeting in 2011.

Under section 6-36 (3) of the Public Limited Liability Companies Act, the Corporate Assembly elects its own chair from among its members. Since the chair of the Corporate Assembly, Knut Brundtland, is not standing for re-election, the Nomination Committee wishes to recommend that the Corporate Assembly elect the current deputy chair, Idar Kreutzer, as chair and member Dag Mejdell as new deputy chair at its first meeting after the Annual General Meeting.

2.2 Deputy members

At Orkla's Annual General Meeting in spring 2009, all of the deputy members were elected for a term of one year, and consequently the following persons are up for election (the number in brackets indicates the order in which they are to be summoned):

Elected in:

Ann Kristin Brautaset (1) (2006)
Anne Birgitte Fossum (2) (2003)
Scilla Treschow Hokholt (3) (2003)
Benedikte Bjørn (4) (2006)
Andreas Enger (5) (2007)
Mimi K. Berdal (6) (2009)

Ann Kristin Brautaset has been proposed for election as new member of the Corporate Assembly.

The Nomination Committee recommends that all of the deputy members be re-elected:

No. of shares owned personally/company affiliation and shareholding at 31 December 2009

Anne Birgitte Fossum (6,500)/Foinco (0)
Scilla Treschow Hokholt (73,065)¹
Benedikte Bjørn (0)/Statoil ASA (4,333,840)
Andreas Enger (4,000)
Mimi K. Berdal (0)

¹ incl. shares owned by related parties

The Nomination Committee recommends the following person as new deputy member of the Corporate Assembly.

Odd Gleditsch d.y. (101,000)¹/Tenden Advokatfirma (0)

¹ incl. shares owned by related parties

Further information regarding Mr Gleditsch d.y. may be found as an attachment to this recommendation.

Pursuant to section 8, fourth paragraph, of the Articles of Association, the term of election may be set at up to two years. As stated above, the Nomination Committee is of the opinion that an annual assessment of the overall composition of the Corporate Assembly will ensure somewhat greater flexibility, and therefore proposes that the term of election be set at one year, i.e. until the Annual General Meeting in 2011.

The Nomination Committee proposes to maintain the order in which the deputy members will be summoned to attend meetings in the event of the inability of a member to attend, but such that Mr Gleditsch d.y. takes Ms Brautaset's place and is thus summoned as number (1):

Odd Gleditsch d.y. (1) Benedikte Bjørn (4)
Anne Birgitte Fossum (2) Andreas Enger (5)
Scilla Treschow Hokholt (3) Mimi K. Berdal (6)

Oslo, 24 March 2010

Knut Brundtland
Idar Kreutzer
Nils-Henrik Petterson

Leiv Askvig
Olaug Svarva

Appendix

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ORKLA

www.orkla.com

APPENDIX TO THE RECOMMENDATION:

Claus R. Flinder (born in 1956)

Education:
1986 Degree in Law

Career:
1996- Partner Simonsen Advokatfirma
1994-96 Lawyer, Simonsen Musæus Advokatfirma DA
1993-94 Lawyer, Aakvaag & Co
1989-93 Lawyer, DnC / DnB
1987-88 Police Intendant
1986-87 Ministry of Finance, Department of Petroleum Taxation

Elected offices:
2010 - Gasolin member of the Board of Directors
2010 - Gasolin Eiendom AS member of the Board of Directors
2010 - Gasolin Holding AS member of the Board of Directors
2009 - Kongholm Invest AS member of the Board of Directors
2009 - Kongholm Invest KS member of the Board of Directors
2007 - Asker Trelast AS member of the Board of Directors
2007 - Byggkjöp Vøyenenga AS member of the Board of Directors
2007 - Tele & Data AS chairman of the Board of Directors
2007 - Tveten Holding AS chairman of the Board of Directors
2004 - Allfarveg AS member of the Board of Directors
2002 - Star Forsikring under public administration, deputy member of the Board

Ann Kristin Brautaset (born in 1964)

Education:
2006- MBA, Norwegian School of Economics and Business Administration (NHH)/Norwegian Society of Financial Analysts (NFF)
1989-91 Authorised Financial Analyst, NHH/NFF
1983-87 Degree in Business Economics (siviløkonom), NHH, Bergen

Career:
1998- Portfolio manager, Folketrygdfondet
1990-98 Financial analyst, DnB Markets
1987-90 Account officer, DnC (Dept. for equity instruments, mergers and acquisitions)

Elected offices:
2006- Orkla ASA deputy member of the Corporate Assembly
2004- Norske Skog member of the Corporate Assembly

Odd Gleditsch d.y. (born in 1958)

Education:
1985- Degree in Law

Career:
2009- Partner, Tenden Advokatfirma ANS
1998-09 Partner, Advokatfirmaet JUSTIN ANS
1989-97 Partner, Advokatfirmaet Einar Abrahamsen & Co
1987-89 Assistant lawyer, Advokatfirmaet de Besche & Co
1985-87 Bærum Tax Assessment Office'

Elected offices:
1988- Jotun AS Board member and chairman of the Board (2000)
Hotvedtmoen AS member of the Board of Directors
Norstamp AS member of the Board of Directors
Bobygg AS member of the Board of Directors
Civita AS deputy member of the Board of Directors
Gøteborg Kombi AS chairman of the Board of Directors
Various family companies

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ORKLA

APPENDIX TO ITEM 6 ON THE AGENDA

To the General Meeting of Orkla ASA

ELECTION OF MEMBERS TO THE NOMINATION COMMITTEE

Pursuant to Article 18 of its Articles of Association, Orkla has a Nomination Committee that is charged with submitting recommendations to the General Meeting regarding its election of members to the Corporate Assembly, recommendations to the shareholder-elected members of the Corporate Assembly regarding their election of members to the Board of Directors, and recommendations to the Corporate Assembly regarding its election of the Chair of the Board. In connection with the preparation of recommendations regarding the election of the Board Chair, the Nomination Committee is supplemented by one representative designated by the employee-elected members of the Corporate Assembly.

The following members are up for election:

Elected as from:

Olaug Svarva (member 2006) (Folketrygdfondet)
Idar Kreutzer (member 2004 (2003 in earlier Nomination Committee for the Board of Directors)) (Storebrand)
Leiv Askvig (member 2005) (Franklin Mutual)

Furthermore, Knut Brundtland has informed the Nomination Committee that he will withdraw as member and chair of the Nomination Committee after the Annual General Meeting.

When the Nomination Committee contacted the largest shareholders, it also requested suggestions and comments in connection with the election of members to the Nomination Committee. Information as to how shareholders can submit suggestions regarding the composition of the Nomination Committee has been available on Orkla's website.

The undersigned, who are members of the Nomination Committee, are not up for election this year.

The undersigned recommend that Olaug Svarva, Idar Kreutzer and Leiv Askvig be re-elected as members of the Nomination Committee. It is proposed that Knut Brundtland not be replaced as member of the Nomination Committee. The Nomination Committee will then consist of four members.

The undersigned recommends that Idar Kreutzer be elected as new chair of the Nomination Committee.

Pursuant to Article 18, first paragraph, of Orkla's Articles of Association, it is proposed that the term of election be set at two years, i.e. until the Annual General Meeting in 2012.

Oslo, 24 March 2010

Knut Brundtland

Nils-Henrik Pettersson

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ORKLA

www.orkla.com

APPENDIX TO ITEM 7 AND 8 ON THE AGENDA

To the General Meeting of Orkla ASA

Item 7 on the agenda - Remuneration of members and deputy members of the Corporate Assembly

The fee rates for members of the Corporate Assembly were last adjusted in 2007 as follows:

Chair NOK 120,000 per year, plus meeting attendance fee
Deputy Chair NOK 30,000 per year, plus meeting attendance fee
Member/deputy member NOK 6,000 per meeting attended

These rates have traditionally been raised every third year. Consequently, the Nomination Committee proposes to adjust the rates slightly to:

Chair NOK 130,000 per year, plus meeting attendance fee
Deputy Chair NOK 32,500 per year, plus meeting attendance fee
Member/Deputy member NOK 6,500 per meeting attended

It is proposed that these rates shall apply until new rates are adopted.

Item 8 on the agenda - Remuneration of members of the Nomination Committee

The fee rates for the Nomination Committee were adjusted in 2007 as follows:

Chair NOK 6,000 per meeting
Member NOK 4,000 per meeting

Consequently, the Nomination Committee proposes to adjust the rates slightly to:

Chair NOK 6,500 per meeting
Member NOK 4,500 per meeting

It is proposed that these rates shall apply until new rates are adopted.

Oslo, 24 March 2010

Knut Brundtland
Idar Kreutzer
Nils-Henrik Petterson
Leiv Askvig
Olaug Svarva

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ORKLA

www.orkla.com

APPENDIX TO ITEM 9 ON THE AGENDA

INSTRUCTIONS FOR THE NOMINATION COMMITTEE OF ORKLA ASA, CF. ARTICLE 18 OF THE ARTICLES OF ASSOCIATION

1. Composition and election

The Nomination Committee shall consist of two to five members. The General Meeting elects the members of the Nomination Committee and its chair. Members are elected for a term of up to two years.

2. Remuneration

The General Meeting determines the remuneration of the Nomination Committee.

3. The tasks of the Nomination Committee

The Nomination Committee is tasked with making the following recommendations:

3.1 Recommendation to the General Meeting regarding

• election of shareholder-elected members and deputy members to the company's Corporate Assembly
• election of members to the Nomination Committee
• determination of the remuneration of the Nomination Committee and the Corporate Assembly

3.2 Recommendation to the Corporate Assembly regarding

• election of the chair and deputy chair of the Corporate Assembly
• election of the chair and deputy chair of the Board of Directors (the Nomination Committee is supplemented by a representative designated by the employee-elected members of the Corporate Assembly)
• determination of the remuneration of the Board of Directors

3.3 Recommendation to the shareholder-elected members of the Corporate Assembly regarding

• election of shareholder-elected members to the Board of Directors

4. Further details regarding the recommendations

4.1 Recommendation regarding election of shareholder-elected members to the Corporate Assembly and the Nomination Committee

The recommendation regarding election of members to the Corporate Assembly and the Nomination Committee shall be based on ensuring that they represent a broad cross-section of the company's shareholders.

4.2 Recommendation regarding election of members of the Nomination Committee

The recommendation regarding election of members of the Nomination Committee shall be based on the principle that a majority of the members shall be independent of the company's Board of Directors and executive management, and that at least one of the members should not be a member of the Board of Directors or the Corporate Assembly. The recommendation may be submitted by all members of the Nomination Committee.

4.3 Recommendation regarding election of the chair of the Corporate Assembly

The recommendation regarding the election of the chair of the Corporate Assembly shall be based on the requirement that the chair, who under the Articles of Association presides over the general meeting, is able to represent an independent chairmanship of the general meeting.

4.4 Recommendation regarding election of shareholder-elected members to the Board of Directors

The recommendation regarding election of Board members shall be based on the following:

• The Board of Directors should be composed in such a way as to safeguard the interests of the body of shareholders and Orkla's need for expertise and diversity.
• Account should be taken of the need to ensure that the Board of Directors can function effectively as a collegial body.
• The majority of the shareholder-elected members should be independent of the executive management and material business contacts.
• At least two of the shareholder-elected members should be independent of the company's main shareholders.
• Executive personnel should not be members of the Board of Directors.

4.5 General criteria for the recommendations

The recommendations shall be reasoned, state the term of office and contain the following information on new candidates:

• expertise
• capacity
• independence
• age
• education
• work experience
• how long they have held offices, if any, in Orkla
• any other assignments carried out for Orkla
• important assignments in other companies and organisations

When re-election of a member is proposed, the recommendation may refer to information in the annual report, etc.

5. Rules of procedure

The Nomination Committee has a quorum when at least three members are present. All of the members shall be given an opportunity to participate in consideration of matters.

The Nomination Committee shall meet when convened by the chair or at the request of one member. Minutes shall be taken of the proceedings at Committee meetings.

The Chair of the Board of Directors and the Group President and CEO shall be summoned to attend at least one meeting of the Nomination Committee before the Committee makes its final recommendation. The Nomination Committee shall be presented with the Board of Director's evaluation of its activities and expertise.

The Committee obtains such information from the administration or other persons, including employee representatives and share-

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ORKLA

holders, as is deemed to be relevant. Information is published on the company's website concerning time-limits for submitting proposals and comments to the Nomination Committee regarding elections to the Board of Directors, the Nomination Committee and the Corporate Assembly.

The Nomination Committee may draw on resources within the company, and obtain advice and recommendations from sources outside the company. The costs of the Nomination Committee are covered by the company.

The chair of the Nomination Committee, or the person authorised by the chair, shall present the recommendation to the General Meeting and the Corporate Assembly, respectively.

1. Consideration of the Nomination Committee’s recommendation to the General Meeting

The Nomination Committee’s recommendation to the General Meeting shall be submitted in good time for it to be communicated to the shareholders before the General Meeting. If possible, the recommendation shall be made available to shareholders at the latest simultaneously with the notice of the general meeting.

1. Consideration of the Nomination Committee’s recommendation to the Corporate Assembly

If, possible, the Nomination Committee’s recommendation to the Corporate Assembly shall be attached to the notice of the Corporate Assembly meeting at which the recommendation is to be considered.