NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of Orkla ASA will be held at Festiviteten, Sandesundsveien 2, Sarpsborg, on Thursday, 6 May 1999 at 3.00 p.m.

The agenda is as follows:

1. Adoption of the income statement and balance sheet of Orkla ASA and the Group for 1998, together with the annual report of the Board of Directors

2. Approval of a share dividend for 1998 of NOK 2.25 per share, with the exception of shares owned by the Group

3. Removal of the distinction between A-shares and B-shares - rights issue

3.1 Comments of the Board of Directors

In accordance with its Articles of Association, Orkla ASA has two classes of shares, A and B. A-shares amount to 80% and B-shares 20% of the share capital. A-shares carry voting rights, while B-shares carry no vote. In all other respects, A-shares and B-shares are equal. The distinction between A-shares and B-shares was established in 1990. At the time, Norway had concession laws which in practice made it impossible for foreigners to own more than a certain proportion of the shares in Orkla ASA. Through the EEA Agreement, the concession legislation that discriminated against foreigners was eliminated. Therefore, there is no longer any need to be able to offer foreigners non-voting B-shares.

It has also become more common for listed companies in Europe to do away with the distinction between classes of shares in the company, and have one class of share where all shareholders have full share rights. Experience has shown that liquidity increases where there is one common class of share, to the benefit of all shareholders. At the same time, it is easier and less expensive for the company to have one class of share.

In the light of the above, the Board of Directors proposes that Orkla ASA removes the distinction between A-shares and B-shares and amalgamates them in one class of share with voting rights for all shares.

The Board notes that, over time, a not inconsiderable difference between the prices of the share classes has arisen in favour of the A-shares. It is the opinion of the Board that the distinction between A-shares and B-shares must be removed in such a way that the higher market value of the A-shares reasonably is taken into account. In practice, under Norwegian company legislation, the only way to do this is to combine the removal of the distinction between A-shares and B-shares with a rights issue to the present A-shareholders. This method was used when Saga Petroleum removed the distinction between its A-shares and B-shares in 1998.

In the last six months, the difference between the price of A-shares and B-shares has averaged 13.4%, computed in relation to the price of the A-share, while the price difference at the end of Stock Exchange trading on 24 March 1999 was 15.5%. The Board proposes that in connection with the removal of the distinction between A-shares and B-shares, all A-shareholders are given a right to subscribe for a new share by paying at par (NOK 6.25) for every seventh A-share. In the Board's opinion, this is a feasible way of ensuring that the shareholders in both classes of share are treated reasonably.

3.2 Resolution to remove the distinction between A- and B-shares

The Board of Directors proposes the following resolution:

The company shall eliminate its classes of shares so as to render all the shares in the company equal with full voting rights by amending Article 1 of the Articles of Association to read as follows:

Orkla ASA is a public limited company with a share capital of NOK 1,234,158,975 divided between 197,465,436 fully paid-up shares, each with a nominal value of NOK 6.25. The company's office is in Sarpsborg.

Article 1, second, third and fourth paragraph, and Article 15, last paragraph, of the Articles of Association shall be deleted.

The amendment to the Articles of Association, taking into consideration the capital increase referred to in 3.3, will enter into force at the time the increase is registered in the Register of Business Enterprises.

3.3 Resolution concerning a rights issue in connection with the elimination of the distinction between A- and B-shares.

Subject to the adoption of the above proposal (3.2), the Board of Directors proposes the following resolution:

The Board of Directors is authorised to increase the company's share capital by means of a subscription for new shares in Orkla ASA at a nominal value of NOK 6.25. The subscription shall be effected against cash payment of NOK 6.25 per share by giving the holders of A-shares the right to subscribe for one new share for every seventh old share in Orkla ASA. The preferential right of holders of B-shares to subscribe for new shares pursuant to section 10-4 of the Public Limited Companies Act may be deviated from in this increase of capital. The Board's authorisation to increase the share capital shall apply from its adoption until 31 December 1999, and shall be implemented as soon as possible. The issue shall be limited to a maximum of 22,411,122 shares with an aggregate nominal value of up to NOK 140,069,513.



4. Authorisation for the Board of Directors to increase the share capital through a subscription for new shares

At the Ordinary General Meeting on 7 May 1997, the Board of Directors was authorised to increase the share capital by up to NOK 82,500,000 through a subscription for new shares. The authorisation applies until the Ordinary General Meeting in 1999.

The Board proposes that the authorisation should be increased slightly and renewed.

The reason for this proposal is, as earlier, that the authorisation will facilitate simpler procedures if it should prove desirable to further develop the Group's core businesses by acquiring companies in return for remuneration in the form of new share subscriptions or otherwise increase share capital by means of private placements.

The Board proposes the following resolution:

The Board of Directors is authorised to increase the share capital through a subscription for new shares 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. The Board will divide the new shares into A-shares and B-shares so as to maintain the proportion of the two classes of shares pursuant to Article 1, second paragraph, of the Articles of Association. This shall only apply until such time as the distinction between A-shares and B-shares is removed and the company has one class of share. This authorisation may be used for one or more share issues.

The Board of Directors may decide to deviate from the preferential 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 a form 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 against 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 4-9 of the Stock Exchange Act.

The authorisation shall apply from its adoption until the Ordinary General Meeting in 2001, however not later than 6 May 2001.

5. Authorisation to acquire the company's own shares

At the Ordinary General Meeting on 7 May 1998, the Board of Directors was authorised to effect the acquisition of the company's own shares until 7 November 1999.

The Board proposes that this authorisation is renewed.

The reason for this proposal is, as before, to enable the Board to avail itself of the possibility pursuant to section 9-2 et seq. of the Public Limited Companies Act to acquire the company's own shares up to a value of maximum 10% of the share capital. This type of regulation has been in force in the EU for many years.

The Board proposes the following resolution:

The General Meeting of Orkla ASA hereby authorises the Board of Directors to permit the company to acquire shares in Orkla ASA to a nominal value of up to NOK 84,000,000 divided between a maximum of 13,440,000 shares. The minimum and maximum amount that may be paid per share shall be NOK 20.00 and NOK 500.00 respectively. The Board of Directors shall have a free hand with respect to methods of acquisition and the sale of the company's own shares. This authorisation replaces the authorisation granted by the General Meeting on 7 May 1998 and shall apply from 7 May 1999 until 6 November 2000.

6. Amendments to the Articles of Association

a) In Article 10 c and d of the Articles of Association, which concerns the duties of the Corporate Assembly, reference is made to the former Companies Act of 1976. The Board therefore proposes to annul Article 10 c and d. The Board proposes that a new sub-article c should be worded to the effect that the Corporate Assembly shall: otherwise have the duties that follow from section 6-37 of the Public Limited Companies Act.

b) In Article 13 a of the Articles of Association, reference is made to the former Companies Act of 1976. The Board proposes a new introduction and a new paragraph. Article 13 a shall read as follows:

The Ordinary General Meeting shall: a. approve the annual accounts and annual report for Orkla ASA and the Group, including the payment of a dividend by Orkla ASA.

In Article 13 d of the Articles of Association, reference is made to the former Companies Act of 1976. The Board proposes that the reference to section 10-5 of the Companies Act is replaced by a reference to: section 7-1 of the Public Limited Companies Act.

In Article 13 e of the Articles of Association, the Board proposes that the reference made to the Companies Act of 1976 is replaced by a reference to the Public Limited Companies Act.

c) Article 14, second sentence, of the Articles of Association, states that an Extraordinary General Meeting shall be held when at least one tenth of the share capital so demands. Pursuant to section 5-7 of the Public Limited Companies Act, a General Meeting of this type shall be held when at least one twentieth of the share capital so demands. The Board therefore proposes that in Article 14, second sentence, the words at least one tenth of the share capital should be replaced by at least one twentieth of the share capital.

Article 14, second paragraph, of the Articles of Association provides that notice of the General Meeting shall inter alia be published in Dagsavisen Arbeiderbladet. The newspaper has changed its name to Dagsavisen, and the Board proposes that the Article is amended accordingly.

7. Remuneration of the members, deputy members and observers of the Corporate Assembly

8. Approval of the Auditor's remuneration

Pursuant to Article 17 of the Articles of Association, the General Meeting will be opened and chaired by the Chairman of the Corporate Assembly, Øystein Eskeland.

Shareholders wishing to attend the General Meeting must, no later than 3.00 p.m. on Monday, 3 May 1999, notify the company at Shareholder Service, P.O. Box 423 Skøyen, N-0212 Oslo, tel.: +47 22 54 40 00, fax: +47 22 54 44 90 or e-mail: info@orkla.no

The shares will be quoted exclusive of the dividend on 7 May 1999.

Subject to the decision of the Annual General Meeting regarding the share dividend, the dividend will be paid on 26 May 1999 to shareholders as of the date of the Annual General Meeting. In order to avoid loss or delay, shareholders must give notice of their acquisition of shares and any change of address as soon as possible, and specify the account for dividends to the bank/stockbroker selected as account manager with the Norwegian Registry of Securities.


Sarpsborg, 29 March 1999

Øystein Eskeland
Chairman of the Corporate Assembly