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Articles of Association

Updated 14 April 2016.

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
18 -  04 - 2013
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
19 -  04 - 2012
14 -  04 - 2016
 
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

Article 1

Orkla ASA is a public limited company with a share capital of NOK 1,273,663,712.50 consisting of 1,018,930,970 fully paid-up shares, each with a par value of NOK 1.25. The registered office of the company is in Oslo.

Article 2

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

Article 3

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 11, 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

Article 4

The Board of Directors shall consist of at least six (6) and not more than eleven (11) elected members and deputy members.

Four (4) of the Board's members and their deputies 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 General Meeting. The General Meeting 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.

Article 5

The Board of Directors shall appoint one or more general managers as head of the overall administration.

Article 6

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.

Article 7

The members of the Board of Directors 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 General Meeting and shall apply until otherwise decided.

THE GENERAL MEETING

Article 8

An Ordinary General Meeting shall be held each year before the end of the month of May.

Article 9

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 up to seven (7) members of the Board and  deputy members, if any.

c.    determine the fees of the Board of Directors as stated in Article 7 of these 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.

Article 10

An Extraordinary General Meeting shall be held when deemed to be necessary by the Board of Directors. 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.

Article 11

Annual or Extraordinary General Meetings shall be convened on not less than 21 days' notice at a time and venue decided by 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.

Article 12

At the same time as notice is given of the Annual General Meeting, the annual report and accounts and the consolidated accounts, together with 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 General Meeting, and what guidelines, if any, have been established for such voting.

THE ELECTION COMMITTEE

Article 13

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 Board of Directors. The Nomination Committee shall also present proposals regarding the election of the Board Chair. In connection with the preparation of proposals for the election of the Board Chair, the Election Committee shall be supplemented by a representative designated by the employee-elected members of the Board of Directors.