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Rules for primary insiders at Orkla

(updated as of 6 January 2009)

1.         Applicability

In addition to the duties and responsibilities that are incumbent on each Orkla employee and elected officer in accordance with the Instructions for Handling Inside Information at Orkla, primary insiders are subject to special duties and responsibilities which are described in these rules.

Reference is also made to the Instructions for the Private Investments of Orkla Employees, which apply additionally to certain primary insiders.

2.         Definition of primary insiders, their related parties and financial instruments

A “primary insider” is a person holding one of the following positions or offices or carrying out an assignment at or for the Orkla Group:

  1. members, deputy members or observers of the Board of Directors of Orkla ASA
  2. elected auditor(s) for Orkla ASA
  3. the Group Executive Board of Orkla ASA
  4. senior executives of Orkla ASA and senior executives and members of the Board of Directors of companies in the Orkla Group, who are placed on a special list of primary insiders. (See section 6.2 below.)

A primary insider’s “related party” is:

  1. the spouse or a person with whom the primary insider cohabits in a relationship akin to marriage,
  2. the primary insider’s under-age children, and under-age children of a person as mentioned in no. 1 with whom the primary insider cohabits,
  3. a company in which the primary insider himself/herself or a person as mentioned in section 2-5 (1) (2) or (5) of the Securities Trading Act, exercises influence as mentioned in section 1-3, second paragraph, of the Private Limited Companies Act, section 1-3, second paragraph, of the Public Limited Companies Act, or section 1-2, second paragraph, of the General and Limited Partnerships Act,.

In addition, Orkla is subject to responsibilities and duties as a primary insider in connection with trading in shares, etc. in Orkla ASA or companies in the same group, as well as trading in shares, etc. in other listed companies, where Orkla is represented on the Board of Directors of the company in question on account of its shareholding. (See further information regarding Orkla’s duty of notification in section 6.3.)

For the purposes of these rules, “financial instruments” means such instruments as are described in section 2-2 (1) of the Securities Trading Act, including listed shares and bonds issued by Orkla.

3.         Duty of investigation

Primary insiders shall thoroughly investigate whether there is any information of a precise nature relating to financial instruments issued by Orkla ASA, the Orkla Group or any other circumstances which is likely to have a noticeable effect on the price of the financial instruments, and which has not been made public or is not commonly known in the market (inside information relating to financial instruments issued by Orkla ASA), before carrying out or inciting other persons, i.e. by giving other persons advice or in any way exercising influence on other persons, to carry out or to refrain from carrying out, one or more of the following trades:

-          Subscription, purchase, sale or exchange of shares and/or bonds issued by Orkla ASA.

-          Entry into, purchase, sale or exchange of options or forward/futures contracts or similar rights relating to financial instruments (including financial derivatives) in Orkla ASA.

As a basic principle, the duty of investigation does not apply to Orkla’s trading in its own financial instruments, but such trading will be subject to the duty of investigation if a primary insider carries out or incites other persons to carry out trades in Orkla’s name and for Orkla’s account.

Nor does the duty of investigation apply to trades carried out by the primary insider’s related parties. However, the primary insider will be subject to a duty of investigation in connection with such trades if he carries out the trade in the name of the related party or for the account of the related party or incites the related party to carry out such a trade.

If the investigations of the primary insider reveal the existence of inside information, the primary insider will be precluded from carrying out the trade.

4.         Duty of obtaining clearance

If the investigations of the primary insider pursuant to point 3 above do not reveal the existence of inside information regarding financial instruments issued by Orkla ASA, the primary insider shall apply for clearance of such trades as are mentioned in point 3 above. The request for clearance shall be sent by post, telefax or e-mail (PDF file) to the address indicated on the Form for Clearance Requests from Primary Insiders (see Annexe 1).

The President and CEO (or in his/her absence the deputy of the President and CEO) makes decisions regarding clearance after having carried out the necessary investigations to ascertain whether there is any inside information regarding Orkla-related financial instruments. The President and CEO shall obtain clearance for /her own trading from the Chair of Orkla’s Board of Directors. The Board Chair shall apply to the President and CEO for clearance.

Members of the Board of Directors may apply for clearance from the Board Chair. In such case, clearance shall only be given after the Board Chair has received written confirmation from the President and CEO stating that there is no information to prevent clearance.

The Form for Clearance of Primary Insiders shall be used for clearance of primary insiders (see Annexe 2). The duration of the clearance period is decided after a case-by-case assessment, and is stated in the clearance. The clearance period will normally be seven days, which means that a binding agreement must have been entered into at the latest in the course of the seventh day following the date of the clearance. If no binding agreement is entered into during the prescribed clearance period, a new clearance must, if relevant, be obtained. Section 3-3 of the Securities Trading Act prohibiting the misuse of inside information applies even if clearance has been given.

The Form for Rejection of Clearance Requests from Primary Insiders shall be used for the rejection of requests for clearance of primary insiders (see Annexe 3). Orkla is not required to give any grounds for rejecting a clearance request.

5.         Inheritance and gift transactions – transactions with related parties 

The duties of investigation and clearance do not apply to unilateral transactions in the form of an inheritance or gift, provided that no direct or indirect compensation is paid for the financial instruments.

Nor do the duties of investigation and clearance apply to transactions relating to financial instruments between a primary insider and his/her wholly-owned company(ies). However, the investigation and clearance duties prescribed in points 3 and 4 above apply to transactions between a primary insider and the other related parties of the primary insider.

6.         Duty of notification

6.1                   Transactions carried out by a primary insider or his/her related party
The following transactions carried out directly or indirectly by the primary insider or his/her related party as stated under point 2, second paragraph (sub-paragraphs 1, 2 and 3), for his/her own or a third party’s account, shall be notified to the Oslo Stock Exchange:

  • the purchase, sale, exchange or subscription of shares issued by Orkla ASA or subsidiaries of Orkla ASA,
  • the contracting of loans as mentioned in section 11-1 of the Private Limited Companies Act, and section  11-1 of the Public Limited Companies Act, and the entry into, exchange, purchase or sale of subscription rights, options and similar rights (including financial derivatives) relating to shares as mentioned in the first bullet point.

The duty of notification does not apply to trading in bonds issued by Orkla ASA.

The primary insider is responsible for ensuring compliance with the duty of notification, but in practice this shall be carried out by Orkla ASA’s Investor Relations Department in cooperation with Orkla ASA, HR Department, Comp. & Benefits in accordance with the following procedures:

The primary insider must immediately after the transaction has taken place report such transactions as are mentioned above under point 6.1 regarding transactions carried out by a primary insider or his/her related party, both by telephone to Orkla ASA, HR Department, Comp. & Benefits, and by e-mail with the following information:

  • the full name of the person subject to the duty of notification,
  • the background for the notification,
  • the name of the issuer,
  • a description of the financial instrument,
  • the type of transaction,
  • the timing and market for the transaction,
  • the price and volume of the transaction and
  • the holding after the transaction.

The Investor Relations Department shall thereafter immediately, on behalf of the person subject to the duty of notification, inform Oslo Børs of the transaction in question. If the contract is entered into after the stock exchange has closed, it is sufficient that the notification is sent at the latest by the time the stock exchange opens at 09:00 on the following day. A copy of the notification to the stock exchange will be sent to the primary insider.

The duty of notification under point 6 of this document does not apply to acquisitions by way of inheritance or gift.

6.2              List of primary insiders and list of related parties

List of primary insiders
Orkla ASA’s Investor Relations Department shall, without undue delay, send an up-to-date list of primary insiders in Orkla to Oslo Børs. Orkla’s Legal Affairs Department is responsible for informing the Investor Relations Department of any changes that must be notified to Oslo Børs, with particulars of the name, personal identity number or similar identification number, address, type of elected office or position in the company and any other work positions held by the person subject to the duty of notification.

List of related parties
The primary insider is responsible for ensuring that Oslo Børs receives an up-to-date list of his/her related parties who possess financial instruments in Orkla, but in practice this shall, in the same way as described above in point 6.1, be carried out by Orkla ASA’s Investor Relations Department in cooperation with Orkla ASA, HR Department, Comp. & Benefits, in accordance with the following procedures:

When the related party makes a trade for the first time (i.e. when the related party has not previously acquired financial instruments in Orkla), the primary insider shall without undue delay report the trade to Orkla ASA, HR Department, Comp. & Benefits, by telephone in the same way as described in point 6.1 above, and in addition send the Overview of Related Parties and/or Companies (see Annexe 4,) by telefax or as a PDF file to the address indicated on the form.

The Investor Relations Department shall then immediately, on behalf of the person subject to the duty of notification, distribute an up-to-date list of the primary insider’s relevant related parties to Oslo Børs, with a copy to the persons whose names are being placed on the list.

6.3       Orkla’s duty of notification
Orkla’s Investor Relations Department shall immediately notify Oslo Børs of the following transactions as described above in point 6.1:

  • Orkla’s trading in own shares and shares in the same Group,
  • Orkla’s trading in shares in other listed companies, where Orkla, on account of its shareholding, is represented on the Board of Directors of the company in question.

If the contract is entered into after the stock exchange has closed, it is sufficient that the notification is sent at the latest by the time the stock exchange opens at 09:00 on the following day.

7.         Criminal liability

Breaches of the provisions of the Securities Trading Act regarding the duties of investigation and notification in respect of own and related parties’ trading in shares, and the failure to send an up-to-date overview of primary insiders or the financial instruments held by primary insiders or related parties/ are punishable by fines or imprisonment for a term not exceeding one year. Both wilful and negligent contraventions are punishable.

8.         General exercise of due care

Primary insiders shall refrain from short-term transactions in Orkla-related financial instruments, and should generally exercise due care as regards the period of ownership.