The Annual General Meeting of Orkla ASA was held on Thursday, 24 April 2008 in Oslo.
All proposals on the agenda were adopted, cf. the notice of the Annual General Meeting that was sent to the Oslo Stock Exchange on 27 March 2008.
The General Meeting approved the Board's proposal to distribute a dividend for 2007 of NOK 2.25 per share. The dividend will be paid on 7 May 2008 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 25 April 2008.
The General Meeting thereafter adopted the following resolution to reduce the company's share capital:
"The General Meeting of Orkla ASA resolves to reduce share capital by NOK 9,375,000 from NOK 1,295,538,712.50 to NOK 1,286,163,712.50 by redeeming (cancelling) 7,500,000 shares owned by Orkla ASA. The number of shares in the company will be reduced from 1,036,430,970 to 1,028,930,970. The amount by which the share capital is reduced will be used to cancel the company's own shares."
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 125,000,000 divided between a maximum of 100,000,000 shares, provided that the company's shareholding of own shares does not exceed 10 % of shares outstanding at any time. The amount that may be paid per share shall be no less than NOK 25 and no more than NOK 150. 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 25 April 2008 until the date of the Annual General Meeting in 2009."
Furthermore, the General Meeting adopted a resolution to renew the authorisation to increase share capital through new share subscription:
"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 72,000,000 shares, each with a nominal value of NOK 1.25. 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 Liability 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 Liability 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 Liability Companies Act. This authorisation shall apply from 25 April 2008 until the date of the Annual General Meeting in 2009."
The following persons were elected as members and deputy members of the Corporate Assembly for a period of one year:
Nils-Henrik Pettersson (re-elected)
Gunn Wærsted (re-elected)
Lars Windfeldt (re-elected)
Anne Gudefin (re-elected)
Olaug Svarva (re-elected)
Dag Mejdell (re-elected)
Marianne Blystad (re-elected)
Nils Selte (new member)
Benedikte Bjørn (re-elected)
Ann Kristin Brautaset (re-elected)
The following persons were elected as members of the Nomination Committee for a period of two years:
Elisabeth Grieg (re-elected)
Idar Kreutzer (re-elected)
Leiv Askvig (re-elected)
Olaug Svarva (re-elected)
The chairman of the Nomination Committee was not up for election.
Oslo, 25 April 2008
Rune Helland, SVP Investor Relations
Tel.: +47 22544411
Lars Røsæg, Investor Relations,
Tel.: +47 22544426