Election of the Board of Directors of Orkla ASA - Recommendation of the Nomination Committee

The Corporate Assembly of Orkla ASA is to elect new members to the Board of Directors at its meeting on 26 May 2005. The Nomination Committee unanimously recommends that Birgitta Stymne Göransson be elected as new member of the Board. The majority of the Nomination Committee recommends that Kjell Almskog step down from the Board of Directors, while the minority (Rune Selmar) recommends that Peter Ruzicka step down from the Board.

The Chairman of the Board, Johan Fredrik Odfjell, and Board members Kjell Almskog, Anne Birgitte Lundholt and Peter Ruzicka are not up for ordinary election. Board members Åse Aulie Michelet, Svein S. Jacobsen and Stein Erik Hagen are up for election.
 
The Nomination Committee unanimously recommends that Åse Aulie Michelet, Svein S. Jacobsen and Stein Erik Hagen be re-elected.
 
The Nomination Committee unanimously recommends that Birgitta Stymne Göransson, Vice President of Telefos AB, be elected as new member of the Board to sit until spring 2007.
 
According to point 9 of the Norwegian Code of Practice for Corporate Governance, "a deputy chairman should be elected for the purpose of chairing the board in the event that the chairman cannot or should not lead the work of the board". The Nomination Committee unanimously recommends that Svein S. Jacobsen be elected as Deputy Chairman of the Board of Directors for two years.
 
The Nomination Committee has consisted of Elisabeth Grieg, Idar Kreutzer, Leiv Askvig and Rune Selmar, along with Harald Arnkværn in his capacity as Chairman of the Corporate Assembly. In connection with its recommendation for the election of the Deputy Chairman of the Board of Directors, the Committee consulted Sverre Olsen as representative of the employees.