Orkla ASA Annual General Meeting 2012
The Annual General Meeting of Orkla ASA was held on Thursday, 19 April 2012 in Oslo, Norway. All proposals on the agenda were adopted, cf. the notice of the Annual General Meeting that was sent to the Oslo Stock Exchange on 29 March 2012. The General Meeting approved the Board's proposal to distribute a dividend for 2011 of NOK 2.50 per share. The dividend will be paid on 3 May 2012 to shareholders of record as of the date of the Annual General Meeting. The Orkla share will be listed ex-dividend on the Oslo Stock Exchange from 20 April 2012. 1. The General Meeting resolved to reduce the share capital by cancelling treasury shares: "The General Meeting of Orkla ASA resolves to reduce the share capital by NOK 12,500,000 from NOK 1,286,163,712.50 to NOK 1,273,663,712.50 by cancelling 10,000,000 shares owned by Orkla ASA. The number of shares in the company will be reduced from 1,028,930,970 to 1,018,930,970. The amount by which the share capital is reduced will be used to cancel treasury shares." The Articles of Association Article 1, first sentence, will be amended as follows: "Orkla ASA is a public limited company with a share capital of NOK 1,273,663,712.50 divided between 1,018,930,970 fully paid up shares, each with a par value of NOK 1.25." 2. The General Meeting adopted a resolution to renew the authorisation toacquire treasury shares: "(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 80. 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 20 April 2012 until the date of the Annual General Meeting in 2013. (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 2.3 of the agenda. (iii) The authorisation may be utilised to acquire shares for cancellation."
3. Resolution of election of the following persons as members and deputy members of the Corporate Assembly for a period of one year: Members (re-elected):
Johan H. Andresen jr.
Ann Kristin Brautaset New members:
Odd Gleditsch d.y.
Gunnar Rydning Deputy members (re-elected):
Scilla Treschow Hokholt (1)
Benedicte Bjørn (4)
Mimi K. Berdal (6) New deputy members:
Kjetil Houg (2)
Camilla Hagen (3)
Kirsten Idebøen (5)
The numbers in brackets specify the order in which they will be called.
4. Resolution of election of the following persons as members and chair of the Nomination Committee for a period of two years: Idar Kreutzer (Chair - re-elected)
Olaug Svarva (re-elected)
Leiv Askvig (re-elected) In addition the Nomination Committee includes:
Nils-Henrik Pettersson (not up for election)
Oslo, 19 April 2012 Contacts Orkla Investor Relations:
Rune Helland, Tel.: +47 977 13250
Siv Merethe S. Brekke, Tel.: +47 930 56093 This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.