A-shares and B-shares to become one class

The Board of Directors of Orkla ASA proposes to eliminate the distinction between A-shares and B-shares in Orkla ASA. As compensation for the fact that the present B-shares will receive voting rights with corresponding market value, the Board proposes to effect a rights issue enabling A-shareholders to subscribe for new shares. The new subscription for shares will be effected by giving holders of A-shares the right to subscribe for one new share in Orkla ASA for every seven old shares against cash payment of NOK 6.25 (nominal value). The issue will be limited to a maximum of 22,411,122 shares with a total nominal value of up to NOK 140,069,513. The compensation has been determined on the basis of changes in the difference between the prices of A-shares and B-shares recently and over longer periods of time. It is the opinion of the Board of Directors that establishing one class of shares will increase the liquidity and thus benefit all shareholders. The proposal will be dealt with at the General Meeting in Orkla ASA on 6 May 1999.