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Resolutions adopted by the AGM 2006

The Annual General Meeting of Orkla ASA was held on Thursday, 27 April 2006 in Oslo. All proposals on the agenda were adopted, cf. the notice of the AGM that was sent to Oslo Stock Exchange on 31 March 2006.

In accordance with the Nomination Committees proposal, Marianne Lie was de-elected as member and Christine Rødsæther og Ida Espolin Johnson were de-elected as deputies of the Corporate Assembly.
 
The following persons were elected as members and deputy members of the Corporate Assembly:
 
Members for two years:
Nils-Henrik Pettersson (re-elected)
Gunn Wærsted (re-elected)
Lars Windfeldt
Anne Gudefin
Olaug Svarva
Dag Mejdell
Marianne Blystad
 
Member for one year:
Peter Ruzicka
 
As deputies for two years:
Benedikte Bjørn
Ann Kristin Brautaset
 
The General Meeting adopted a resolution to renew the authorisation of the Board of Directors to acquire the company's own shares.
"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 115,625,000 divided between a maximum of 18,500,000 shares. The amount that may be paid per share shall be no less than NOK 20 and no more than NOK 500. The Board of Directors shall have a free hand with respect to methods of acquisition and disposal of the company's own shares. This authorisation shall apply from 28 April 2006 until the date of the Annual General Meeting in 2007."
 
Furthermore, the General Meeting adopted a resolution to renew the authorisation to increase share capital through new share subscription, as follows:
"The Board of Directors is authorised to increase share capital through new share subscription with an aggregate nominal value of up to NOK 90,000,000, divided between a maximum of 14,400,000 shares, each with a nominal value of NOK 6.25. This authorisation may be used for one or more share issues.
The Board of Directors may decide to deviate from the pre-emptive right of shareholders to subscribe for shares pursuant to section 10-4 of the Public Limited Companies Act.
The Board of Directors may decide that payment for the shares shall be effected in assets other than cash, or the right to subject the company to special obligations pursuant to section 10-2 of the Public Limited Companies Act. If payment is made in assets other than cash, the Board may decide that such assets shall be transferred to a subsidiary in return for a corresponding settlement between the subsidiary and Orkla ASA.
 
The authorisation also applies to mergers pursuant to section 13-5 of the Public Limited Companies Act.
 
The authorisation may also be used in the circumstances referred to in section 5-15 of the Stock Exchange Act.
 
The authorisation shall apply from 28 April 2006 until the date of the Annual General Meeting in 2007."
 
The following persons were elected as members of the Nomination Committee for two years:
Elisabeth Grieg
Idar Kreutzer
Leiv Askvig
Olaug Svarva
 
The Orkla share will be traded exclusive of dividend from 28 April 2006. The dividend of
NOK 7.50 per share will be paid out on 11 May 2006.
Ref.:
Rune Helland, VP Investor Relations, Tel: +47 22544411
Date: 28. apr 2006 Kl 09.04