The Ordinary Annual General Meeting of Orkla ASA was held on Thursday, 22 April 2010 in Oslo, Norway.
All proposals on the agenda were adopted, cf. the notice of the Annual General Meeting that was sent to the Oslo Stock Exchange on 25 March 2010.
The General Meeting approved the Board's proposal to distribute a dividend for 2009 of NOK 2.25 per share. The dividend will be paid on 4 May 2010 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 23 April 2010.
1. The General Meeting adopted a resolution to renew the authorisation to acquire treasury shares:
«(i) 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 holding of treasury shares does not exceed 10% of shares outstanding at any given time. The amount that may be paid per share shall be no less than NOK 20 and no more than NOK 120. The Board of Directors shall have a free hand with respect to methods of acquisition and disposal of treasury shares. This authorisation shall apply from 23 April 2010 until the date of the Annual General Meeting in 2011.
(ii) The authorisation may be utilised to fulfil existing employee incentive arrangements, and employee incentive arrangements adopted by the General Meeting in accordance with item 2.3 of the agenda.
(iii) The authorisation may be utilised to acquire shares for cancellation.»
2. The General Meeting adopted a resolution to renew the authorisation for the Board of Directors to increase share capital through subscription of new share:
«The Board of Directors is authorised to increase share capital through the subscription of new shares 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. The authorisation may be utilised to further develop the Group's core businesses by acquiring companies in return for consideration in the form of the subscription of new shares or otherwise increasing share capital. This authorisation may be utilised 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 decisions to merge pursuant to section 13-5 of the Public Limited Liability Companies Act.
This authorisation shall apply from 23 April 2010 until the date of the Annual General Meeting in 2011.»
3. Resolution of election of the following persons as members and deputy members of the Corporate Assembly for a period of one year:
Johan H. Andresen jr
Claus R. Flinder
Ann Kristin Brautaset
Deputy members (re-elected):
Anne Birgitte Fossum (2)
Scilla Treschow Hokholt (3)
Benedikte Bjørn (4)
Andreas Enger (5)
Mimi K. Berdal (6)
New deputy member:
Odd Gleditsch d.y. (1)
The numbers in parentheses specify the order in which they will be called
4. Resolution of election of the following persons as members of the Nomination Committee for a period of two years:
Olaug Svarva (re-elected)
Idar Kreutzer (re-elected)
Leiv Askvig (re-elected)
In addition the Nomination Committee includes:
Nils-Henrik Pettersson (not up for election)
Resolution of election of the following person as new chair of the Nomination Committee for a period of two years:
Oslo, 22 April 2010
Contacts Orkla Investor Relations:
Rune Helland, Tel.: +47 977 13250
Siv Merethe S. Brekke, Tel.: +47 930 56093