Articles of Association
Updated 14 April 2011.
|ARTICLES ADOPTED AT GENERAL MEETINGS|
27 - 2 - 1918,|
16 - 4 - 1920,
30 - 4 - 1924,
17 - 3 - 1937,
9 - 11 - 1949,
19 - 4 - 1955,
30 - 4 - 1959,
4 - 12 - 1961,
11 - 12 - 1964,
29 - 4 - 1970,
30 - 4 - 1974,
29 - 4 - 1977,
30 - 4 - 1981,
5 - 5 - 1982,
9 - 5 - 1984,
13 - 5 - 1986,
9 - 5 - 1988,
23 - 3 - 1990,
2 - 9 - 1991,
5 - 5 - 1993,
8 - 5 - 1996,
6 - 5 - 1999,
2 - 5 - 2002,
29 - 4 - 2004,
19 - 4 - 2007
23 - 4 - 2009
14 - 4 - 2011
12 - 11 - 1918|
26 - 4 - 1922
20 - 3 - 1934
31 - 3 - 1939
14 - 4 - 1950
17 - 4 - 1958
27 - 4 - 1961
26 - 4 - 1962
29 - 4 - 1965
30 - 4 - 1973
4 - 10 - 1974
28 - 4 - 1978
26 - 10 - 1981
29 - 6 - 1983
3 - 10 - 1984
5 - 5 - 1987
24 - 2 - 1989
14 - 5 - 1991
14 - 5 - 1992
13 - 12 - 1994
7 - 5 - 1998
4 - 5 - 2000
30 - 4 - 2003
14 - 4 - 2005
24 - 4 - 2008
10 - 12 - 2009
|And pursuant to a Board decision to increase capital|
7 - 3 - 1989,|
13 - 12 - 1990,
7 - 5 - 1998,
30 - 9 - 1999,
4 - 7 - 1990|
7 - 5 - 1997
30 - 4 - 1999
Share capital. Objects
Orkla ASA is a public limited company with a share capital of NOK 1,286,163,712.50 consisting of 1,028,930,970 fully paid-up shares, each with a par value of NOK 1.25. The registered office of the company is in Oslo.
The objectives of the company are to engage in activities comprising industry, commerce, forestry, transport, finance, the acquisition and sale of securities and other investments, the purchase, sale, development and management of real property, the publication of newspapers, magazines and other media, services and any other activity connected with the aforementioned objectives. The activities are conducted by the company itself or by its subsidiaries in Norway and abroad.
Approval of transfers of shares
The voting right in respect of a transferred share may be exercised when the share transfer has been recorded by the Norwegian Central Securities Depository prior to the deadline stipulated in Article 15, second paragraph.
The Board of Directors may entirely or partly refuse to approve the transfer of shares if the company pursuant to statute or to regulations laid down pursuant to statute is given the discretionary right to refuse such approval or to apply other restrictions on sales.
The Board of Directors
Pursuant to the decision of the Corporate Assembly, the Board of Directors shall consist of at least six (6) and not more than ten (10) elected members and deputy members.
Three (3) of the Board's members and their deputies and two (2) observers shall be elected by and among the employees pursuant to existing statutes and regulations regarding employees' right of codetermination.
The other members of the Board of Directors and their deputies, if any, shall be elected for up to two (2) years at a time by the members of the Corporate Assembly who were elected by the shareholders. The shareholder-elected members of the Corporate Assembly shall decide whether deputy members shall be elected for the Board members elected by the shareholders. These members and deputy members must be shareholders in the company.
The Board of Directors shall appoint one or more general managers as head of the overall administration.
The following persons shall be authorised to sign for the company: the Chair of the Board of Directors together with one of the Board members, the general manager or, pursuant to the decision of the Board, specifically designated employees.
The members of the Board of Directors and observers shall each receive an inclusive fixed annual fee. The deputy members of the Board of Directors shall receive a fee for each meeting they attend. The fees shall be determined by the Corporate Assembly and shall apply until otherwise decided.
The Corporate Assembly
There shall be a Corporate Assembly consisting of twenty-one (21) members.
The General Meeting shall elect fourteen (14) of the members of the Corporate Assembly. Six (6) deputy members shall be elected for this group.
Seven (7) members and deputy members of the Corporate Assembly shall be elected by and among the employees pursuant to existing statutes and regulations relating to employees' right of codetermination.
The shareholder-elected members of the Corporate Assembly and their deputy members shall be elected for up to two (2) years at a time.
The Corporate Assembly's members and deputy members shall receive a fee for attending meetings, the amount to be determined by the General Meeting. The fee determined by the General Meeting for each meeting attended shall apply until otherwise decided.
Correspondingly, the General Meeting shall determine a fixed annual fee for the Chairman and Vice-Chairman of the Corporate Assembly in addition to the stipulated attendance fee.
A Chairman and a Vice-Chairman shall be elected by and among the members of the Corporate Assembly. The Chairman, or in his absence the Vice-Chairman, shall call an ordinary meeting every six months, and otherwise when at least one sixth (1/6) of the members of the Corporate Assembly so demand, or when the Chairman or the Board of Directors deem it necessary. At the first ordinary meeting of the year, the Board of Directors shall present the audited profit and loss account and the balance sheet, as well as the consolidated profit and loss account and the consolidated balance sheet.
At the second ordinary meeting, information shall be provided concerning the financial status of the company and its subsidiaries. The meetings of the Corporate Assembly shall be held at a venue decided by the Chairman.
The Corporate Assembly shall:
a. elect the members of the Board of Directors and deputy members, if appropriate, in accordance with Article 4, third paragraph, elect the Chair of the Board of Directors and determine the remuneration of the Board of Directors. In the event of the death of a shareholder-elected member of the Board during his term of office, the shareholder-elected members of the Corporate Assembly shall elect a new Board member for the remainder of the deceased's term of service. Similarly, a temporary substitute may be elected when a shareholder-elected member is prevented from serving on account of illness or in the event of a protracted absence for other reasons. This substitute shall serve as long as the shareholder-elected members of the Corporate Assembly deem it necessary.
b. present proposals to the General Meeting concerning the election of one or more auditors and concerning approval of the auditor's (auditors') remuneration.
c. otherwise have the duties that follow from section 6-37 of the Public Limited Companies Act.
The presence at the Corporate Assembly of more than half of the total number of members shall constitute a quorum.
The General Meeting
An Ordinary General Meeting shall be held each year before the end of the month of May.
The Ordinary General Meeting shall:
a. approve the annual accounts and annual report for Orkla ASA and the Group, including the payment of a dividend by Orkla ASA.
b. elect fourteen (14) members of the Corporate Assembly and their deputy members.
c. determine fees for the Corporate Assembly as specified in Article 8, fifth and sixth paragraph, of the present Articles of Association.
d. elect one or more auditors when this is appropriate pursuant to section 7-1 of the Public Limited Companies Act and approve remuneration for the auditor(s).
e. consider proposals for changes in these Articles and any other matter which comes within its authority pursuant to the Public Limited Companies Act in conjunction with the present Articles.
An Extraordinary General Meeting shall be held when the Board of Directors, the Corporate Assembly or its Chairman deem it necessary. Similarly, a General Meeting shall be called when shareholders who represent at least one twentieth of the share capital, or the auditor, so demand in writing, at the same time stating the topics they wish the General Meeting to consider.
Ordinary or Extraordinary General Meetings shall be convened on not less than 21 days' notice at a time and venue decided jointly by the Chairman of the Corporate Assembly and the Board of Directors.
For a shareholder to be able to participate in the General Meeting, the company must have received notice of such participation by no later than 3.00 p.m. on the third working day prior to the date of the General Meeting (cf. section 12e of Act of 25 June 1999 relating to Financial Agreements and Transaction Orders). However, the deadline for notice of participation may not expire earlier than five days prior to the date of the General Meeting.
At the same time as notice is given of the Ordinary General Meeting, the annual report and accounts and the consolidated accounts, together with the statement of the corporate assembly and the auditor's report, shall be forwarded to the shareholders.
The Board of Directors may decide that documents concerning matters to be considered at the general meeting are not to be sent to shareholders when documents are made available on the company’s website. This also applies to documents which by law shall be enclosed in or attached to the notice of a general meeting. A shareholder may nonetheless request that documents concerning matters to be considered at the general meeting be sent to him or her.
The Board of Directors can decide that shareholders can be allowed to cast their votes in writing in advance on items on the published agenda for the Company's general meetings. Such votes may also be cast by electronic communication. Being allowed to cast votes in advance is contingent on having a satisfactory method to authenticate the identity of the sender. The Board of Directors can establish more specific guidelines for dealing with advance votes in writing. It shall state on the notice of the General Meeting whether it will be possible to vote in writing prior to the AGM, and what guidelines, if any, have been established for such voting.
The proceedings of the General Meeting shall be chaired by the Chairman of the Corporate Assembly, or in his absence, by the Vice-Chairman.
The Election Committee
The General Meeting shall elect two to five members to a Nomination Committee for up to two years at a time, and among these the chairman of the Nomination Committee, and shall determine the remuneration of the Nomination Committee.
The Election Committee shall present proposals to the General Meeting regarding the latter's election of members to the Corporate Assembly.
The Election Committee shall also present proposals to the shareholder-elected members of the Corporate Assembly regarding their election of members to the Board of Directors, and to the Corporate Assembly regarding its election of the Chairman of the Board of Directors. In connection with the preparation of proposals for the election of the Chairman of the Board of Directors, the Election Committee shall be supplemented by a representative designated by the employee-elected members of the Corporate Assembly.