Orkla ASA — Share Issue/Capital Change 2014

Oct 10, 2014

Update on Offering in Gränges. Bookbuilding successfully completed. Shares priced at SEK 42.50 per share

Update on Offering in Gränges. Bookbuilding successfully completed. Shares priced at SEK 42.50 per share

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO

THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA

Orkla announces the successful completion of the bookbuilding period for the

initial public offering of the shares of Gränges AB (publ) ("Gränges" or the

"Company") and the listing on NASDAQ Stockholm (the "Offering"). The Offering

was over-subscribed and attracted strong interest, both from Swedish and

international institutional investors as well as from the general public in

Sweden and Norway.

The Offering in brief

1. The offering price has been set at SEK 42.50 per share, corresponding to a

market capitalization of Gränges of approximately SEK 3.2 billion.

2. In this Offering Orkla (through its wholly owned subsidiary Orkla

Industriinvesteringar AB) is selling 60 percent of its shareholding in Gränges,

corresponding to 44,783,600 shares.

3. The over-allotment option is up to 15 per cent of the Offering, corresponding

to  6,717,500 shares1.

4. The Offering comprises 51,501,100 shares corresponding to approximately 69

percent of the total number of shares in the Company, assuming the over-

allotment option is exercised in full.

5. Trading in Gränges' shares on NASDAQ Stockholm begins today, October

10, 2014, under the ticker "GRNG".

6. Orkla will receive gross proceeds from the Offering of approximately SEK 2.2

billion (assuming that the over-allotment is exercised in full), supplemented by

the SEK 1.65 billion Orkla received as dividends in September 2014.

7. Following the completion of the Offering, Orkla will own 40% of the shares of

Gränges if the over-allotment option is not exercised, or 31% if the over-

allotment option is exercised in its entirety.

Carnegie and SEB acted as Joint Global Coordinators and Joint Bookrunners in

connection with the Offering. Handelsbanken Capital Markets and Danske Bank

acted as Joint Bookrunners.

Reference is made to the appendix to this announcement for information on the

transaction in accordance with Section 3.4 of the Continuing Obligations for

Stock Exchange Listed Companies.

Orkla ASA,

Oslo, 10 October 2014

For further information, please contact:

Rune Helland, SVP Investor Relations

Tel: +47 97 71 32 50

1) The over-allotment option may be exercised by the Joint Global Coordinators

through November 10, 2014.

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO

THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA

DISCLAIMERS

This announcement is not an offer to buy any securities issued by Gränges AB

(publ) (the "Company") in any jurisdiction where such offer or sale would be

unlawful.

In any EEA Member State, other than Sweden and Norway, that has implemented

Directive 2003/71/EC as amended (together with any applicable implementing

measures in any member State, the "Prospectus Directive"), this communication is

only addressed to and is only directed at qualified investors in that Member

State within the meaning of the Prospectus Directive.

This document and the information contained herein are not for distribution in

or into the United States of America. This document does not constitute an offer

to sell, or a solicitation of an offer to purchase, any securities in the United

States. Any securities referred to herein have not been and will not be

registered under the U.S. Securities Act of 1933, as amended (the "Securities

Act"), and may not be offered or sold within the United States absent

registration or an applicable exemption from, or in a transaction not subject

to, the registration requirements of the Securities Act. There is no intention

to register any securities referred to herein in the United States or to make a

public offering of the securities in the United States.

In the United Kingdom, this document and any other materials in relation to the

securities described herein is only being distributed to, and is only directed

at, and any investment or investment activity to which this document relates is

available only to, and will be engaged in only with, "qualified investors" (as

defined in section 86(7) of the Financial Services and Markets Act 2000) and who

are (i) persons having professional experience in matters relating to

investments who fall within the definition of "investment professionals" in

Article 19(5) of the Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling

within Article 49(2)(a) to (d) of the Order (all such persons together being

referred to as "relevant persons"). Persons who are not relevant persons should

not take any action on the basis of this document and should not act or rely on

it.

Any offering of securities will be made by means of a prospectus that may be

obtained from the issuer or selling security holder and that will contain

detailed information about the Company and management, as well as financial

statements. This document is an advertisement and not a prospectus for the

purposes of the Prospectus Directive.  Investors should not subscribe for any

securities referred to in this document except on the basis of information

contained in the prospectus.

Matters discussed in this release may constitute forward-looking statements.

Forward-looking statements are statements that are not historical facts and may

be identified by words such as "believe," "expect," "anticipate," "intends,"

"estimate," "will," "may," "continue," "should" and similar expressions.  The

forward-looking statements in this release are based upon various assumptions,

many of which are based, in turn, upon further assumptions.  Although the

Company believes that these assumptions were reasonable when made, these

assumptions are inherently subject to significant known and unknown risks,

uncertainties, contingencies and other important factors which are difficult or

impossible to predict and are beyond its control.  Such risks, uncertainties,

contingencies and other important factors could cause actual events to differ

materially from the expectations expressed or implied in this release by such

forward-looking statements.

The information, opinions and forward-looking statements contained in this

release speak only as at its date, and are subject to change without notice.

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

This information is subject of the disclosure requirements acc. to §5-12 vphl

(Norwegian Securities Trading Act)

[HUG#1862023]