ORK - Annual General Meeting 2002

The Annual General Meeting of Orkla ASA was held on Thursday, 2 May in Sarpsborg.

All points on the agenda were unanimously adopted (cf. notice of the AGM that was sent to Oslo Stock Exchange on 05.04.2002).

Under the agenda point 6 Allan Åkerstedt (re-election) and Elisabeth Grieg were elected as members of the Election Committee for shareholder-elected members to the Corporate Assembly, cf. paragraph 18 in the Articles of Association.

The Annual General Meeting adopted to reduce the company's share capital by NOK 18,404,187.50 by redeeming (amortising) 2,944,670 of the shares owned by Orkla ASA in accordance with the rules laid down in the Public Limited Companies Act. The number of shares in the company will be reduced from 219,246,336 to 216,301,666. The reduction necessitated an amendment to the first sentence in Article 1 of the Articles of Association which now reads: "Orkla ASA is a public limited company with share capital of NOK 1,351,885,412.50 consisting of 216,301,666 fully paid-up shares, each of the par value of NOK 6.25."

Furthermore, the Annual General Meeting adopted to renew the authority of the Board of Directors to acquire the company's own shares. The Board was granted authority to acquire shares in Orkla ASA with a nominal value of up to NOK 96,875,000 divided between a maximum of 15,500,000 shares. The amount that may be paid per share shall be no less than NOK 20 and no more than NOK 500. 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 replaces the authorisation granted by the General Meeting on 3 May 2001 and shall apply from 3 May 2002 until 2 November 2003.

The share is quoted exclusive of dividend 3 May 2002. The dividend of NOK 3.25 per share is paid out 23 May 2002.