Orkla ASA (OSL:ORK)
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Apr 24, 2026, 4:28 PM CET
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AGM 2015

Apr 16, 2015

Moderator

I would like to welcome all those present, and I hereby declare this general meeting of Orkla ASA to be open. The annual general meeting has been scheduled by the board pursuant to Article eleven of the Articles of Association. The notice, dated twenty-sixth of March, two thousand and fifteen, was sent to all shareholders with a known address. It was also announced in Aftenposten, the Norwegian daily, and in a stock exchange bulletin that same day. The board of directors decided, in line with Article twelve, second subsection, that the documents to be dealt with at this general meeting would not be sent out along with the convening letter, but instead be made available to the shareholders on the corporate website.

The corporate website also features the financial statements, along with the Directors' Report and the auditor's report, the annexes to agenda items three, four, and five, as well as the nomination committee's roster of nominees, dated 26th March this year. Shareholders who would nevertheless prefer hard copies of the documents have been able to get them at no charge by requesting them from the company. The documents have been handed out to the shareholders here present, together with the ballots. Are there any objections to the notice? There are not. The annual general meeting is hereby declared to have been convened legally. I'd like to introduce those present. There is myself, also Chair of the Board of Directors, CEO Peter Ruzicka, whose birthday it is today. And then the secretariat, represented by Executive Vice President Karl Otto Tveter.

Also, I'd like to introduce the company's auditor, Jan Veum, who is there. We will also have an introduction of the current board of directors. I'll begin with myself. Grace Reksten Skaugen, Jo Lunder, Ingrid Jonasson Blank, then Lisbeth Valther Pallesen, then Lars Dahlgren, and Nils Selte, who is the individual elected by the shareholders, and those then elected by and from among the representatives. Terje Utstrand, who is the Chief Shop Steward. Sverre Josvanger, then there is [Jan Halvorsen], [Åke Liung]. In addition to the four employees representatives, there are three of them in connection with the shareholders. Then there is Britt-Ann Stoud, but we now have one observer who does not have. Who is Peer Sørensen from Denmark, who is.

We also have representatives for the group management, and we have actually 200 shareholders registered here today, representing 47.56% of the total share capital. A list has been drawn up of the shareholders here present, those holding proxies for shareholders and the absentee ballots, including an overview of how many shares and votes each of them represents. All proxy authorizations have been reviewed. The list is hereby presented, and it says, "I will read this. I haven't received that. It's on its way." So we'll have to wait for that then. Thank you. Okay, we are back then. Here is the shareholders present, and the secretariat has now produced this, and the number of shareholders who have provided proxy authorizations, either by themselves or are present, or by 160 shareholders present.

Those who have provided proxy authorizations or are 465.9 million shareholders. They represent 45.60% of the represented shareholders, and they represent 45.8% of the company's voting shares. That is excluding shares belonging to the company itself. Shares are available for all of these. This is signed by DNB and Orkla's internal auditor. Anybody who has any objections to this list? There appear to be no objections. I can say that we have then 132 million, 530 million shares against and a number absentee.

Then move to agenda item one, election of a moderator, and pursuant to the Public Limited Liability Companies Act, the general meeting is convened by the chair of the board, and the annual general meeting must then elect a moderator. The board moves that Idar Kreutzer be elected moderator. Idar Kreutzer was, until the AGM last year, a chair of Orkla's Corporate Assembly, and until it was dismantled in 2013. He himself is not a shareholder in Orkla. Kreutzer has no formal position of office in Orkla, but is willing to act as moderator at this year's AGM. Is there anyone who does not vote in favor of the motion? Appears not to be the case. I'd ask Idar to come to the table. Further, we need one shareholder to be appointed to co-sign the minutes of the-- with the chair.

We propose Ann-Kristin Brække from the National Insurance Scheme Fund. Are there any other proposals? This appears not to be the case. The nomination is hereby approved, and I give the floor to the moderator, Idar Kreutzer. Thank you. It's good to be here, and it's nice to see that there are so many of the company's shareholders who have decided to not make fun of the good weather and be here. Let's now move to agenda item two, approval for the financial statements for 2014 for Orkla ASA and the group, as well as the Board of Directors' report, and including one thing which is important, that is the approval of the share dividend for 2014 , where the proposal is to NOK 2.50 per share, except for treasury shares.

The director's report and the proposed annual accounts and balance sheet for 2014 for Orkla ASA and for the group, and the auditor's report have been made available on the company's website, and have been sent physically to all the shareholders who have requested them. The documents have been available for perusal in the company's premises since the twenty-sixth of March, two thousand and fifteen. I assume that those present have familiarized themselves with the contents, so that it is not necessary for me to read all the documents aloud. Practically, it would take quite a while as well, so I assume that this is not necessary.

Peter Ruzicka will now, the CEO of the company, who will now give us a briefing of the group's development and strategic position, and then CFO, Jens Bjørn Staff, will give us the highlights of the financial statements for 2014. After this review, we will then be given a brief account of one of the company's subsidiaries. As you are aware, we have a diverse group of companies. We think it's important and a pleasant thing to give you a deeper insight into part of Orkla's operations. This year, the CEO of the Pierre Robert Group, Jeanette Hauan Fladby, tell us how the Pierre Robert Group is working to create growth, and we will also open for questions and comments as we go through. Let us then begin with the CEO for the group to give us a briefing on the group's development and strategic position.

Peter Ruzicka
CEO, Orkla ASA

Thank you, Idar. So my name is... Is there any sound here? Okay, thank you. Peter Ruzicka, I'm the CEO of Orkla. I've been that for a bit more than a year, so this is my second annual general meeting. I would like to thank all of those present for your dedication that you show by appearing here at the AGM. As Idar said, I will say something about operations for two thousand and fourteen, and I will also take you through the strategy and some operational priorities in the times ahead, before Jens Bjørn Staff will talk about the accounts for two thousand and fourteen. In two thousand and fourteen, Orkla obtained increased sales and increased operating results for the branded goods area.

The organic growth in the branded goods area increased to 0.7% compared to a negative result of 2.6% in 2013. The Adjusted EBIT, that is earnings before other interests, and it increased from 10.7% in 2013 to 11.8% in 2014. In total, this gave a result per share of 1.63 NOK compared to 0.68 NOK in 2013. In 2014, the Orkla share had a return to shareholders of 13.4%, including reinvested dividends, compared to a return of 2.5% in 2013. In the course of 2014, Orkla has implemented several structural measures and adaptation to increase our position further as a leading branded goods company, but with a local basis.

We have sold companies that are outside of our core activities. Concretely, that is Orkla Brands Russia. It was sold last year, and it was, the settlement was done in January of this year, and we have sold Delecta, our Polish operations. We have also listed on the stock exchange, the aluminum company, Gränges, in the Stockholm Stock Exchange. We have also invested in companies that strengthen our branded goods, operations. We have acquired NP Foods in the Baltics, and we thereby have doubled our presence in those markets. We have invested in Condite, which increases Orkla's presence in Finland, Sweden, and the Baltics. And as we're sitting here, we have issued a press release that Orkla Food Ingredients has acquired a German company within ice cream production.

We also signed an agreement for the acquisition of the Swedish branded goods company, that was in January of this year. It is conditioned upon the approval of relevant competition authorities, and we believe this transaction will be carried out at the latest in the third quarter of 2015 . As mentioned, Orkla obtained organic growth and increased margins for branded consumer goods in 2014 . The result growth compared to the preceding year was, partly, because of increased sales, but we also had, we sold activities, and we had currency effects. We have, positive organic growth in the last three quarters, but we are still not, satisfied with the top-line development. We're still working on that. We have a solid contribution from synergies and quite extensive internal cost reduction projects. These were the most important drivers behind margin improvements.

Synergy effects from acquired operations have been realized according to plan or above plan. It is a pleasure to announce that the results from 2014 show an improvement from 2013, but still we have some way to go as regard obtaining satisfactory results, and we are working in a very dedicated way to obtain that. We have adapted our organization so that it shall reflect the strategy of being a leading branded goods company with the Nordic countries and the Baltics as our main markets. In 2014, we simplified our group structure by reducing the business areas from six to five.

After the sales of Orkla Brands Russia, and Delecta in Poland, we put the remaining companies of Orkla International in under Orkla Foods, which means that under Orkla Foods, in addition to the Nordic countries and Baltics, we also have Czechia, Felix, and MTR in India. Within Orkla Investments businesses, we have Orkla's investments outside of our branded goods operations. The two largest investments are Sapa, the world's largest producer of aluminum profiles, and Jotun, one of the world's leading manufacturers of paint. Orkla's share of those companies are respectively 50% and 42.5%. We did a stock exchange listing of Gränges in 2014, a very successful one, and so far we have kept an ownership share of 31%. In Orkla investments, we have a financial investment portfolio under Orkla Investments.

Our strategy is firm. We want to be a leading consumer brands company, but we want to realize the correct values that is more important than realizing quickly what lies outside of the branded goods area. On the following page, I will show some of the innovations and realizations that contributed towards the positive development in twenty fourteen. Frozen pizza is one of Orkla's most important categories, Grandiosa Helmax was launched in the Q1 of 2014 , and this is a pizza which is both above and under it, in the bottom of the pizza. According to Nielsen, it was the greatest launch within Norwegian trade in twenty fourteen. We are very satisfied with it. Pierre Robert Sports Collection was relaunched in the first quarter of 2014 , which better shape and better design, a new design. We'll hear more about that later.

Relaunching was a success, and Pierre Robert has the most popular training top in Norway. For the second year in a row, Paulúns occupied the first place in the Swedish voting of Feel-Good Choices. Paulúns Superl unch Soups got the prize for the healthiest ready-made food. And Polly Lunsjbar was launched in the first quarter, and Polly Bar in the third quarter. Both are good examples of how we can use our well-known brands across categories. We have launched a chocolate under a traditional strong snack brand, Polly. One of the most, one of the clear trends we see within foodstuff is focus on health, but also sustainability. Sustainable operations, reduction of salt and palm oil, and sustainable purchases.

In 2014, Orkla has reduced the salt contents of several products, and palm oil has been replaced in almost entire Norwegian product portfolio, and of course, we will continue our efforts. We want to become even healthier and even better in this field in the future. Organic growth is the most important long-term value driver for Orkla, and it's also our most important area in terms of priorities. The past couple of years, we have done a number of structural measures and adaptation of our organization to optimize our business model. Orkla's local presence, our skills, and our knowledge of our customers and consumers are among the most important competitive advantages, and we have to take benefit from the economies of scale to strengthen our competitive power. Structural adaptations take place over time. Still, there's a lot remaining before these processes have been completed.

Improving operations and reaching the goals that we have for the structural processes are highly prioritized areas. I will concentrate on activities that contribute towards improved operations and not least, organic growth. In addition, we want to deliver on implemented and ongoing structural processes to realize synergies and make more efficient our production structure. As I mentioned last year, we have a lot of manufacturing plants, and we don't have an optimal structure. We're still working on it. We do that on a continuous basis. I will give you a few examples. Let me see. We have five areas that I will prioritize. One is organic growth. It's what you call a cross-market initiative, that is to taking successes from market into another market. We have several good examples of this. A customer focus, I'm not talking about consumers, but customers.

We should establish good long-term relations with our customers over time. We have diverging interests in some fields, price, for instance. We want to have as high a price as possible. Our customers want the lowest possible price, but we want to create growth together. Innovation is also an important driver for growth. Reducing costs, becoming more efficient, that is the second point. We have Black Over Red, a program which, quite simply put, is that income must grow more than costs. That makes sense. This requires new ways of thinking, and this year, early this year, we have started centralizing our purchasing operations, our IT, and our supply chains, logistics, production at the business area level. Of course, we work actively to optimize our plant structure.

In twenty fourteen, we have closed down a number of plants, and we have also done that this year, and we will continue along the same line. We also have to make clear priorities. We must make differences between the strategically important brands. We must allocate resources and capital where they are most important and where we get the highest return. And we must cooperate and share across Orkla. We must act as one Orkla, not as a group of individual companies.

We shall do that in some areas, but we must make sure that we can benefit from the synergies across the entire group. And finally, change in management. We must constantly be prepared for change. We must be more flexible, we must be more nimble, and we must be faster. Things change fast, and of course, this requires a lot from our leaders, and it is necessary to be good at change management. So to sum it up, my operational focus will be on activities that further organic growth and that create improved results. Thank you for your attention.

Moderator

Thank you very much for your presentation. We will open up for questions or comments from the floor after each presentation. Now, just for the sake of good order, it's good if you all can introduce yourselves when you take the floor. I would also like to tell you that the press is present. As always, they don't have a right to take the floor unless they're here as shareholders or proxies. Are there any comments or questions to the presentation given by the CEO? ... There's someone over there. Can we make sure that he gets a microphone, please? If you could please stand up and state your name, please.

Sigurd Sandlie
Equity Research Analyst, ABG Sundal Collier

Sigurd Sandnes is my name. I have a question as regards salt. I think there's too little salt now in the Polly Peanuts. Well, it's no good taking away the salt if you remove the customers as well, and they start buying other peanuts instead. But is it possible to get more salt in our peanuts, please?

Peter Ruzicka
CEO, Orkla ASA

Well, we are doing product development at the AGM. That's good. Well, I would like to give you a comment. It's as you've said, we, of course, could have removed the salt from many of our products. The overnight result would be that the consumers would not recognize the taste, and they would choose other products. But we have reduced salt contents gradually, for instance, with the natural soups, sauces, et cetera.

The salt content has been reduced by 30% of over a period of 8- 10 years. If you taste a product from ten years ago, you will notice the difference. But we do this gradually, so consumers can get used to the changes, and in this way, we can influence them and make sure that the salt consumption of our consumers is reduced over time. Thank you. Any other questions or comments? Or suggestions for improvements or products? No. Then CFO Jens Bjørn Staff will give you the main points of the annual report of 2014. Please, go ahead.

Jens Bjørn Staff
CFO, Orkla ASA

Thank you. My name is Jens Bjørn Staff, and I am the CFO of Orkla, which I've been for barely a year, so this is my first AGM. I would now briefly like to review the key figures for 2014. Orkla achieved total operating revenues of 29.6 billion NOK in 2014, compared with 28 billion NOK in 2013. Adjusted EBIT for the group was, as Peter mentioned, 3.2 billion NOK, which is a rise from 2.9 billion NOK in 2013.

The annual result for 2014 ended at approximately NOK 1.7 billion, compared with NOK 747 million in 2013, which means that the earnings per share increased from 68 øre or 0.68 NOK in 2013 to NOK 1.63 in 2014. Let us now take a closer look at how operating results or profits for the other revenues and costs adjusted for EBIT developed from 2013- 2014. In total, for the group, adjusted EBIT increased by NOK 277 million, or 9.4% over the year. The branded area had a growth of adjusted EBIT of NOK 286 million in 2014, supported by growth in all four business areas. Adjusted EBIT for Orkla Investments was negatively affected by one-off effects, while the head office's costs were reduced compared with 2013 as a result of reduced use of external consultants.

Peter Ruzicka
CEO, Orkla ASA

There you go. So,

Jens Bjørn Staff
CFO, Orkla ASA

I will now go nearer into development. I would now look more closely at the development within each of the business areas, within the branded areas. Operating revenues for Orkla Foods in 2014 were NOK 12.2 billion, corresponding to a negative organic growth of -1.1%. Development in organic growth represented, however, an improvement from the year before, and we saw a positive trend towards the end of the year, with a 2.2% organic growth in the last quarter of that year. Lower contributions from new launches and campaigns throughout the year affected sales growth in the Nordic companies in a negative manner, while sales developments in the Nordic companies improved towards the end of the year.

Operations in the Baltic States, Austria, and India would deliver a lower sales development as a result of a growth in the retail channel. Orkla Foods had an adjusted EBIT of NOK 1.5 billion, corresponding to a margin of 12.2%, and this improvement in results was related to cost synergies from the consolidation of Rieber & Søn and also cost programs. The operating revenues from Orkla Confectionery & Snacks was NOK 4.98 billion in 2014, corresponding to a negative organic growth of minus 0.4%. This represents a good improvement compared with 2013.

Adjusted EBIT were ended up at 693 million NOK, which corresponds to a net margin of 13.9%. Orkla Confectionery and Snacks had a positive development in the second half of the year, after a somewhat weak start at the beginning of the year. This improvement was primarily driven in by Norway, but also operations in Denmark and the Baltic States had a good improvement in results. The Swedish company showed some development somewhat as a result of comprehensive internal processes of change. The operating revenues for Orkla Home & Personal in 2014 ended at 4.96 billion NOK, corresponding to an organic growth of 2.5%.

This sales improvement was driven by all companies, with the exception of Lilleborg, where good developments for the international operations was not compensated in full by a reduction in Norway. Adjusted EBIT ended at NOK 845.2 million, corresponding to a margin of 17.2%. Good sales developments in Orkla House Care and Pierre Robert Group contributed to this improvement. The operating revenues for Orkla Food Ingredients in 2014 ended at NOK 6.5 billion, corresponding to an organic growth of 3.6-3.7%. Adjusted EBIT was NOK 345 million, which corresponds to an EBIT margin of 5.3%. This improvement is due to a broad-based improvement.

In general, positive development was driven by an improved product mix, organic growth, and internal improvement projects. This improvement was also supported by relatively stable commodity prices and less fewer changes in the competitive picture. As Peter has described, Orkla has a number of investments outside its branded good operations, these are organized under the term Orkla Investments. Sapa had, in 2014, operating revenues of NOK 46.4 billion, an increase from 42.3 billion NOK in 2013. The underlying EBITDA ended at 1.9 billion NOK, up from 1.1 billion NOK in 2013. The restructuring program, initiated in 2013, which targets annual synergies of approximately 1 billion NOK before the end of 2016, is ahead of schedule.

Greater write-down in China had a negative effect on the reported results of the company, and Orkla's share of the net results was -NOK 313 million. Jotun had operating revenues of NOK 13.2 billion in 2014, which is an improvement from NOK 12 billion in 2013. EBIT increased to NOK 1.3 billion in 2014. The market value of our share in Gränges has increased to approximately SEK 1.7 billion. That is as at fifteenth of April 2015. Operating revenues for Hydro Power, the Hydro Power share, was NOK 741 million in 2014, which is up from NOK 734 million in 2013.

Adjusted EBIT was 216 million NOK, which represents an increase from 213 million NOK in 2013, so about the same level. The group's investment in property had a book value of 1.9 billion NOK as at thirty-first of December 2014, and the group's share portfolio had a market value of 734 million NOK. Orkla has a strong balance sheet and a financial flexibility, and Orkla's net interest-bearing liabilities or debt had an average interest cost of 3.4% in 2014, an average remaining maturity of 3.7 years. The group's net interest-bearing debt was 5.7 billion NOK at the end of the year, corresponding to a debt ratio of 0.18.

The group's level of debt will, in 2014/15, be affected by a settlement for agreements entered into concerning the purchase and acquisitions, and also the payment of dividends. Orkla's financial position is, in other words, robust, with sufficient cash reserves and credit facilities to cover capital outgoings in 2015. We will continue to develop our brand operations through both organic and growth and through acquisitions. One important area of priority is to allocate surplus capital to the acquisition of good brand companies at a reasonable price. If we are not successful in finding such objects, we will consider distributing the surplus capital back to the shareholders of the company.

We will maintain a strong balance sheet and a financial flexibility, and Orkla will continue to be an investment-grade company with a net interest bearing debt of approximately 2-3 EBITDA. Orkla's dividend policy and strategy for its capital structure remains in place in the period which the group is now in, and which Peter has already described. In conclusion, I would like to remind you of the financial calendar for the year. In addition to our quarterly presentations, Orkla will have a Capital Markets Day in London, which will be held in September. Thank you for your attention.

Moderator

Excellent. Thank you. We would like to open then for questions or comments to the annual accounts for 2014. Anybody who takes the floor, just note that note five, the board's statement concerning remuneration of the board and employees, that will come up later. Any comments or remarks to the annual accounts as presented now to the shareholders?

Peter Ruzicka
CEO, Orkla ASA

There is a question in the middle in the hall there.

Moderator

There is one question in the middle. If you could just wait until you receive a microphone, then everybody will be able to hear you.

Jens Bjørn Staff
CFO, Orkla ASA

It was quite a simple question: What is EBIT? I don't quite understand what that is. That's the operating profit. Adjusted profit is, or EBIT is, minus the costs. There was a unit as regards the development and in earnings. Yes, it's the operating result.

Operating results. That's a strange answer. I'll have to accept that. As a shareholder, that's the English term.

It's an abbreviation, earnings before interest and tax. So it is then how much you earn before you then pay interest and tax. I think it's as simple as that. It's another way of saying it. It's used very broadly, but it is important to highlight this. Thank you for your question. Any other questions or comments? There is one there on my right.

My name is Dahl. Mr. Dahl. It's not actually to the accounts for Orkla Foods, but more to the profitability factor of the products. One is competing with other chains, Norwegian groups, Rema, Kiwi, et cetera. And my question then is: In connection with the fact that some of these chains have their own brands, and these are sold at a lower price than the brands that Orkla represents.

My question then is, to what degree can Orkla relate to the fact that they themselves don't have any corresponding competitive price or product that could counter these? And given the fact that when you're selling other companies branded goods, then you would promote the sale of these, but in market-related context, these products will be competing with other products. And my question is: Have you... In connection with the financial aspects of these brands, have you considered or looked at whether, and to what degree, goods sold in your own name with among competitors, how these influence the result and the financial position of Orkla within the Orkla Foods accounts?

This is an important strategic question. It would be important then that the CEO, group CEO. Own brands, they have had a considerable growth over several years, and the share is at 14%-15% in Norway, slightly higher in Sweden, and even higher in Denmark and Finland. But it has flattened, leveled out otherwise. But it's important that competitors, they're both our competitors and customers at the same time in important areas, and our most important area or... Well, we have three ways of combating these competitors.

One thing is innovation, providing improved products, new products, new packaging, better quality. Secondly, it is the strength in our own brands. The consumer is concerned with buying safe goods they can trust in. They know they've been produced and manufactured in a high-quality manner. Quality and taste, flavor is the same over a period of time. And of course, we also need. Thirdly, we need to work on the cost side of things in our company so that we can reduce our costs, and so that we're able to compete on price with our competitors, either it's our own brands or with other competitors.

Moderator

There was another person present who asked for the floor. Please go ahead.

My name is Taro. I'm not sure whether I understood. You, one of your last slides, you used the word dividend payment. There was a certain figure mentioned, and you mentioned as CFO in a transitional period, that it can... How long would that transitional period be?

Jens Bjørn Staff
CFO, Orkla ASA

We will come back. If we come back to this, then that's so I can conclude now.

We will come back to this as regards dividends, but perhaps if you could comment on that.

Sharing during transition period, it's stated there. That's the phase we're in, where we are becoming a more, a leading branded goods, operations, and we have a number of operations outside our branded, operations. So it's this, that particular stage, the stage we're in now at the moment. That's what we mean by the transitional period. So from being a more broadly based conglomerate to being a more leading branded, goods company. That's the stage of the phase we're talking about there for that transitional period.

It's still unclear to me as whether I'm getting an answer to my question. Does that mean that the dividend will be NOK 215 for a period that fulfills the criteria you are now specifying?

We will come back to the board of directors' account of dividend, and we also give you an account of the dividend policy there. Your question, in reality, concerns the dividends policy of the company, and whether this applies for a short period of time or for a longer period of time, and you can comment on this if you wish. I can say this quite briefly. This was announced a couple of years ago when we said that we announced that we were going to be a leading branded goods company, and the portfolio shown by the CFO. Within this investment area, there are companies that are not safe. Sapa is not, and Gränges, which have now been listed on the stock exchange. These are not branded goods. They're not branded goods they're producing.

So in this transitional period, that's the period of time it takes to dispose of these companies. And as Peter said just now, we have plenty of time. We're more concerned with creating wealth and assets than and carrying this out at a time which would give our shareholders the best value, rather than moving quickly. So whether it takes three years, I'm not going to give you a specific time, but it's been said at the AGM two years ago, we will keep it at this level during this period. That is, up until the time when we are a leading branded goods company.

And then divested what we consider to be outside the branded goods area. How long that will take?

I won't tell you, and we really don't know. We have to do what is best in the best interests of the shareholders. Thank you. We will get back to this on the dividend policy and the reasoning by the board of directors. We'll open for questions, if there are any questions of, on this point further. Any further people who have asked for the floor?

Paul Trudeau Halvorson
Senior Financial Analyst, TRIAD Synergy

It's Paul Trudeau. Paul Trudeau Halvorsen is my name. I have a question which concerns something that was already mentioned, which is branded goods. I would like to know, these brands that produce Orkla's branded goods, do they also produce private brands for the chains? And if so, can we see any figures anywhere? Question number two: How does Orkla influence the fact that ICA has disappeared as a customer?

Jens Bjørn Staff
CFO, Orkla ASA

Well, two very clear questions. CEO, private label, and own brands. Well, I can say, yes, Orkla does produce, to a certain extent, private labels for our customers in some markets. To a very little extent in Norway, and not, to a very high extent in Sweden. We have a bit in Denmark and in the Baltics, and in the Czech Republic.

Peter Ruzicka
CEO, Orkla ASA

The figures that we have from private labels or own label production are not found. They are only found as some number, a total in the accounts. We do not do this to a very high level, but as some of you have noticed, we have opened up to doing this to a higher extent for some customers within some categories, as part of an extended and more long-term cooperation with certain customers. The second question was?

Paul Trudeau Halvorson
Senior Financial Analyst, TRIAD Synergy

ICA.

Peter Ruzicka
CEO, Orkla ASA

ICA. Of course, we would have been more comfortable with having a larger diversity among our Norwegian customers. Now, it seems we will have three large customer groups instead of four. Having said that, I actually believe that ICA, sooner or later, would disappear, taking into consideration their historical developments. Maybe we now can have more, three more.

Three customers that are more similar to each other in power, but we would have preferred a larger diversity of clients. However, the situation is the way it is, and to a certain degree, there are some advantages, because if we can manage to develop good long-term customer relationships, that, then we can do a lot with one or several of these groups of customers. Any other questions or comments to the reports we have received thus far?

That does not seem to be the case. Now, then it's the time for the presentation of the company, Pierre Robert. And as a result of self-insight, we have found that we don't have a lot to contribute. We, the members of this panel, as regards the catwalk. So Jeanette Hauan Fladby, CEO of Pierre Robert Group, the floor is yours. I think you look nice up here, up on the stage, but that's your choice if you want to leave.

Jeanette Hauan Fladby
CEO, Pierre Robert Group

Now, I am the head. I have the great fortune of being the CEO of Pierre Robert Group. I've been in that position for almost five years, and what I will talk about is how we have managed to create the group for a number of years now. We are one of the smaller companies. Our turnover in 2014 was NOK 544 million. That is quite little compared to some of the larger Orkla companies. Still, we've had a fantastic development in recent years. We have grown. We have almost doubled our turnover in eight or nine years, and that growth has been driven by innovation. This means that we have done this by organic growth.

... innovation into Swedish and Norwegian grocery stores. We thought we couldn't do that. We had maybe a somewhat boring selection of underwear and stockings, but we have been brave. We have launched sports underwear. Who would believe that you could buy sports underwear and have one of-- You could have Norway's most sold top seller sports top in Norway, in grocery stores, and also in supermarkets in Norway and Sweden. But we have created a lot of successes. Children's woolen clothes was not found in supermarkets. We started this in 2008, and it's still a success. Woolen underwear for ladies, and also we have shaping underwear, which was launched last year. You should perhaps try it.

You don't need to do it, but we have shown that we can sell things that you can try on because people have faith in our brand, and they actually dare buy these products in the shops. Our competitive power is also based on the way we work on product development, design, and innovation. We are like the other brands in Orkla. We are close to our customers, the consumers, the categories, but in addition, we have another dimension, which is fashion. We have two in-house designers that work on development and design, and they all the time need to follow the world of, fashion. They go to fashion fairs to make sure that our products are, fashionable and in line with upcoming fashion trends as regards patterns, colors, but also because these products should be related to what people use.

If there are a lot of miniskirts, we work with colors of stockings, nylon stockings, et cetera, for the upcoming seasons. Another advantage for us is that we can work much closer to the Scandinavian consumer. Many of our competitors are international. They perhaps work with Southern European styles, but we can work with the Nordic, the Scandinavian, men, women, and children, and so we can adapt our products to our target groups. Another field where we will continue to stay in the future and where we are very proactive is a focal area, which is about sustainability. Sustainability is not removing salt or sugar, not in our industry. We have to work in a completely different way. We have no own production. We have to work with our suppliers, both in Asia and other parts of Europe.

At the same time, we need to work to satisfy the requirements of today's and tomorrow's conscious, very conscious consumers. How do you do that with suppliers in other parts in Europe and Asia? Perhaps Asia is what causes us most worry, because we must make sure that we will have the right quality without harmful chemicals, and we must make sure that those who work for us, even though they're not our employees, they should... Those who work for us as subcontractors, suppliers, should satisfy ethical guidelines. We have zero tolerance for child labor. Workers' rights should be respected, employment should be legal. Health, environment, safety is equally important there as at our plants in Norway and Sweden. So because of that, we have a very close follow-up of our suppliers.

Last year, two thousand and fourteen, we had twenty-six plant visits. They were visited by our employees and myself, too. I went to China, visited several of the plants, both manufacturers and also subcontractors of our suppliers, and it was very reassuring. We also do audits with external auditors. We had twenty-five audits in China last year. Our growth in the recent years is due to a number of initiatives. As already mentioned, innovation is our growth machine number one. It's critical for us to succeed with innovation and to have a high innovation pressure in every window, every season, to make sure that we can create growth and get even more consumers become infatuated with the Pierre Robert products.

In addition, as we are operating with products that touch upon fashion and that we would like to call fashion ourselves, it's important then that we should update colors and design, and even though that is not innovation as such, as it normally is mentioned in Orkla, but we have new products, about one-third of our portfolio, two or three times a year, we need to have the correct colors and patterns. Maybe we change the design somewhat, and that is maybe not innovation as such, but we must make sure that we all the time further develop and strengthen our brand. In addition, campaigns in shops are really important. Again, the category that we operate in is a bit different. None of our consumers go to a Swedish or Norwegian supermarket to buy underwear.

And so it's important that we have campaigns, too, that make sure that we display our products in several places in the shops, so we can strengthen the launching and make sure that we get more space in shops. As mentioned, placement is important, and regular placement is something that we have worked a lot with together with our customers. We have a close cooperation as to where our category should be placed in the shop, because these are not products, although we would like these to become products, and maybe in ten years, I can say that I will go to the supermarket to buy my panties. People don't do that today, but maybe they'll do that in the future. So as a consequence, our products are like a service category. We have to place them where customers will go.

In any case, when they're going to buy a pizza Grandiosa or even ketchup, they also should take with them a gentleman's boxer short or ladies panties. We have worked a lot with this, and we have obtained a lot of changes as regards to placement in cooperation, close cooperation with our customers and our brand. Ten years ago, Pierre Robert didn't even exist as a textile brand. It does now. It's one of the major brands within underwear in Norway, and it's making headways in Sweden, too. We have done this through our products and our innovations, but also through advertising, a good, consistent advertising platform across our launches. High presence have contributed to our brand being one of the preferred ones in Norway.

These are products that or this is a brand that you want to try, and at least it's a brand that you now dare to buy at the supermarket when you buy your groceries. If we go 10 years back in time, it was like you would hide these products if you bought panties or gents briefs. People were kind of ashamed, but now people are proud of using and buying Pierre Robert products, and we are quite proud of that. We also have a lot of seasonal products, and we have been very skilled at exploiting that fact. The good examples are that when we have the national 17th May celebration in Norway, then ladies should have new tights, and then we have campaigns, and we have planned this. We make sure that we have lots of products so that nobody will sell out everything.

We also have the Christmas dinner parties for the different workplaces. We also have some collections that are only present in the shops during a short period. Children's wool, woolen clothes are in the shops for a period of four to six weeks, but only during the period we know that parents will buy woolen underwear for the children. This is just one of a few examples. This shows how we work with our customers because they participate all the way in relation to this. Now we're way into 2016. We have the plans ready to sit down with our customers. We're going to start negotiating how 2016 should look like in relation to innovation and campaigns.

Now, we are a different category, and, as a result, well, we sell a product where we compete with those who sell textiles, Hennes & Mauritz, Zara, Björn Borg, et cetera. But that is something that inspires us as to how things should look like in the stores. We also cooperate with customers on this aspect, and we use this in our negotiations because that we know that they can make the products even more visible. This is an example from the Mega supermarket at Skien. This is a project with Coop to see how textiles can be sold among other textiles, because in many of the shops, where we sell our products in Norway and Sweden, much is left to be desired.

This should be appeal even more to customers so that they dare buy our products, and they also look a bit different from all the other things you find in grocery stores and supermarkets. Last but not least, we have a sales organization that is enormous. We have direct distribution, so we have salespersons and merchandisers out there, and we are one of the few companies that still have been allowed to keep our merchandisers within the NorgesGruppen , because we've done a good job, and we hope to be able to create further growth for Nordic group. We have a insight into our category that we believe our customers lack, and that has been part of the argument.

As a consequence, we have created a business operation in this respect that makes us more competitive than other players in this market, and that's important for us. It's demanding, but still it's an important part of our model and our success. The sum of all of this, and as, is that we have had a fantastic growth for a number of years. But equally important, and a story that we always, or at least often, choose to tell our customers, is that we have created a transition from one industry to another. Because our growth is also due to the fact that many of our customers buy our products, this category, from the grocery stores and supermarkets. Here we see a comparison between 2008 and 2014. These are small textiles in Norway.

In all Norway, this is turnover from Cubus, Hennes & Mauritz, Zara, etc., including grocery stores, supermarkets. In 2008, Or not we, but the category of grocery stores had a percentage of turnover, 13.9%. In 2014, the category income came up to 1 billion, so the share was 18.1%. So this pie has become larger as well. It's not like the other chains have sold less. They have sold more. So the entire category now has a turnover of 5.8 billion NOK. We talk with our customers in Norway and Sweden. We are a leading star in Sweden. We also look at the market in Denmark. We know that the share there is 40%, so we have this fantastic, fantastic basis that we can increase our-...

Our percentage within this category, within Norwegian and Swedish grocery stores and supermarkets in the coming years. Now, finally, I would like to illustrate how we work on selling our products to our customers. Again, we are different, and I would like to show you how we work internally to sell to our customers. We work with this internally and also with our customers. So please?

Moderator

... Thank you to Jeanette for a fantastic presentation. You are carrying out product development even during the AGM. This was new, it's difficult to act to follow, really. We really have to try our best now. We are now going to move on in our program, and the Chair of the board, Stein Erik Hagen, will give a brief account of the considerations on which the board's proposal for a share dividend is based.

Stein Erik Hagen
Chair of the board, Orkla ASA

That is in continuation of the question that was asked. Let me just find my notes. Orkla's shareholders are to receive a competitive return on their investments through a combination of dividends and growth in the value of their shares over time. Orkla's dividend strategy attaches importance to predictability and stability. This dividend policy has been well-received in the market and reinforced by the fact that Orkla has never reduced its ordinary dividend compared with previous years. Moreover, Orkla has occasionally opted to pay extraordinary dividends.

Orkla has cash flows from brands in addition to earnings and the disposal of operations outside of brands, which contribute to the group's dividend capacity. Accordingly, it is the board's intention to maintain the dividend at the current level under these conditions. Orkla's general aim, however, is to maintain an investment-grade credit rating in relevant markets. The company's dividend capacity after completion of the transformation phase... In general, the board is of the opinion that the Nordic-anchored brand name companies could have a relatively high dividend share, based on Orkla's dividend strategy and the group's financial position, as just presented by Peter Ruzicka and CFO Jens Bjørn Staff.

The Board of Directors moves to adopt a dividend for two thousand and fourteen of 2.5 NOK per share, which is on a par with the ordinary dividend for two thousand and thirteen and many years prior to that. Based on the Annual General Meeting's resolution for a dividend of 2.5 NOK per share, the dividend will be paid out on the twenty-eighth of April, two thousand and fifteen to those who hold shares on the date of the Annual General Meeting, that is today's date. The shares will be listed exclusive of dividends tomorrow, seventeenth of April. Orkla has, over time, allocated substantial capital to its shareholders. Since two thousand and four, Orkla has allocated 39 billion NOK to its shareholders. In addition to dividends, Orkla also has a program to buy back Treasury Shares.

This program has been used for moderate buybacks. Shares brought back under this program will be used for Orkla's share incentive program, or for employees, or will be canceled. Under section five or item five, we would propose that this be renewed. Thank you. I would now like to invite the state-authorized public accountant to present the auditor's report. I would ask state-authorized public accountant, Jan Veum, present the auditor's report submitted by the elected accountant, Ernst & Young AS. This is also referred to in the annual report. Thank you. As mentioned by the moderator, our auditor's report is presented on page 107 of the annual report. Conclusions are also being shown on screen behind me. Our auditor's report is addressed to the general meeting and is signed and dated sixth of February, 2015.

Our auditor's report concluded that, in our opinion, the financial statements of the parent company, Orkla ASA, and the group give an accurate account of the financial position of the parent company and the group as at 31st December, 2013 and the comprehensive account of cash flows during the year under review. And the information disclosed in the director's report, the report on corporate governments--governance, and the allocation of the profit loss are consistent with the financial statements and in compliance with the legislation and regulations. In other words, we have given Orkla ASA a clean auditor's report. Thank you.

Moderator

Are there any questions or comments to the reports given or anything in the accounts? Apparently not. The board has the following motion for the AGM. The AGM shall approve the financial statements for 2014 for Orkla ASA and the group, as well as the directors' report, including approval of share dividend for two thousand and fourteen, in the sum of 2.5 NOK per share, except for treasury shares. I would ask, is there anyone who does not vote in favor of the motion to approve the income statement and balance sheet for two thousand and fourteen for Orkla ASA and for the group, as well as the directors' report, as stated in the proposed motion? It appears there is not, then there is no need to have any further ballot.

I would like to refer to each of the prior votes in each of these, and in this case, we have 132,406,426 voted for, 98,313 voted against, and eight hundred and forty who abstained. These will be included in the minutes of the meeting, and the annual accounts have therefore now been adopted. We will now then move to item three on the agenda, that is Orkla's compensation policy, remuneration of executive management, and the group's incentive program. The process will be as follows, or the following, as it has been in previous years, both from the recommendation and from the company's act.

I would just, by way of introduction, I will explain the background for why this point is on the agenda, with special emphasis on the rules that apply to the board's statement on the determination of pay and other remuneration for senior executives found in Section 6-16a of the Public Limited Liability Companies Act, which due out by the AGM in accordance with the Act. Chairman of the Board, Stein Erik Hagen, will subsequently review Orkla's compensation and the main points of the board statement, as it appears in note five to the accounts of Orkla ASA, which this year have been included as a separate enclosure together with the notice of meeting. Lastly, we will take the votes that the general meeting is required by the Act to take.

It is the case that the board of directors must and shall draw up a statement of guidelines for pay and other remuneration for senior executives, and this is stated in Section 6-16a of the Norwegian Public Limited Liability Companies Act. The declaration consists of four segments: salary and other remuneration of the general manager and other key management personnel, guidelines for the stipulation of pay and other remuneration in the upcoming financial year. Thirdly, explanation of the executive salary policy pursued in the preceding fiscal year. And finally, new or amended agreements with the CEO and other leading employees during the past fiscal year.

The declaration has been included. The general meeting shall discuss the board of directors' statement, see Section 5-6 of the Public Limited Liability Companies Act, and the general meeting shall conduct an advisory vote on the board's guidelines for the upcoming financial year, and secondly, approve the AGM, must approve the guidelines for share-based incentive schemes. This is the procedure that has been established, and this is the procedure we will follow. I will now give the floor to the Chair of the Board, Stein Erik Hagen.

Stein Erik Hagen
Chair of the board, Orkla ASA

Orkla's long-term bonus program. Let me see. I will, as you say, I will give you, a description of the compensation policy. It's a long-term bonus program and a scheme involving shares for employees. I would otherwise direct your attention to Note 5 to Orkla ASA's financial statements, and assume there's no need to read this out loud. I'd also like to draw your attention to the overview of the bonuses too with the group management. This has been amended with effect from 2014, which now shows earned bonuses, that is both annual bonuses and earned rights under the long term, compared with the previous overview, which showed the actual amount paid. For one thing, this looks as though more has been paid out, but this is largely due to the accounting presentation and not a change in the underlying system for bonus payments or calculations.

Orkla's compensation policy is the total of instruments available to attract, further develop, and retain the expertise we need. The monetary part is divided into two elements: fixed remuneration, fixed salary, and accrual of pension. And then there is a variable component, the annual bonus and long-term bonus program. The guidelines recommend being competitive in respect to the fixed salaries based on the market median for comparable enterprises, while the potential inherent in the bonus schemes is to exceed the median. The bonus requirement addresses performance improvement and growth, and there is a personal component as well. The system is calibrated so that if a person delivers satisfactory results over time, the bonus could be as much as 30% of his or her annual salary, and if the results are better than expected, the same will apply to the bonus.

In 2012, cash-based long-term incentive program was introduced for managers and key personnel to replace the option scheme. The main intention was to safeguard essential competitiveness to retain Orkla's talented employees. An amount based on the result of the annual bonus scheme is deposited in a bonus bank. The bank is regulated in step with the Orkla share up until the disbursement of funds. After year two, 50% is paid out, and for the remaining three years after accrual. Each year, the collective payments from the long-term scheme cannot exceed an annual salary at the time of disbursement. Any surplus shall be deposited in the bank for disbursement the following year. Previously issued options will continue to apply on current terms and conditions, but be adjusted by the dividend paid out as from 2012.

The group has, for several years, had a program that gives employees the opportunity to buy a limited number of shares at a discount of 30% in relation to the market price of the share. In 2014, this program, the maximum amount before the discount was approximately NOK 28,000. In 2014, this program covered about 12,100 employees in 21 countries. The number of subscribers has been 1,662. In 2013, this figure was 1,498. Cost of the share saving scheme in 2014 was approximately NOK 18 million. In 2013, this figure was NOK 16 million. The Board of Directors recommend the General Meeting resolves to continue the share scheme for employees in the same terms in 2014. I'd like to pass the floor back. Thank you.

Moderator

Any comments or remarks on this concerning this compensation scheme? There is one question here. If I could have a microphone, please. Very good. Please go ahead.

My name is Tarlov, once more. I have a couple of questions relating to the variable element, the not the annual bonus and not the fixed salary, and the Board Chair of the Board has given an account of the conditions there. I have two comments, firstly, here. It is firstly said that the variable components, the annual bonus, can be up to 100% of the regular fixed salary. That figure, I feel, is far too high, because if that happens, there will not be internal reasons for the person receiving 100%.

There will be external matters that would govern this. First, secondly, this will be included in the system. In the annex to Note 5, the ordinary salary to the Group Management can be seen, but we can't see what the variable bonus is because it is included here. Let me see. There is a long-term incentive for mathematical reasons. Perhaps it would be nice to know if you have these figures whether this variable bonus is around 30% for the Group Management.

The... My last point, the chair of the board already has given an account of this, but if you have this bonus system for 160 individuals and plus the group management, I would assume most people have then a salary of at least 1 million NOK. The question then is this, is it necessary and important to use this rather than putting money into product development than to continue and maintain this bonus scheme? That is my comment here. I am more a personal, personally support a relatively good fixed salary and less in a bonus, because I don't think people who have an income of 1 million NOK or more will perform far better. But, of course, it has to do with competition in the market.

Jens Bjørn Staff
CFO, Orkla ASA

Before you, before you sit down again, could you just give me question two again? Your question concerned variable. I understand. Could you just give me a. Could you just, rephrase your question number two in more, in more definite terms?

You said, was the actual pay to, or salary to the, group management? In note five, it contains the long-term incentive scheme, so it's impossible to read from the figure there what the bonus for twenty fourteen was for the group management. We've already assumed that it's within 30% or around there, and we have a cost, level of costs in Norway, showing that we, which indicates that we should be, moderate in this. It would be natural then for the group manager to, to answer this question first. What level is the bonus scheme for group management in Norway?

It's stated here, one can expect 30% of one's annual salary, and it says if one produces results better than expected, the same will apply to the bonus. If a comment then from the group CEO. As regards the bonus for twenty fourteen, I don't have an exact figure for you, but I would estimate it would be, on average, approximately 20%. Approximately 20% of the annual fixed salary? Yes.

As regards question two, the actual level of the bonus part, the variable component of the group management's remuneration for twenty fourteen, that was your question? What percentage is the group management? He has just given me an answer to that. 20%, that was for group management.

Yes.

Okay. But what for, for the other individuals?... that's not the most important thing in this case. They both answered both one and two. No, you have as regards 100%, what would be required in order to achieve a 100% bonus?

In my opinion, that is an unrealistic figure to operate with, because I don't think anybody could really stand for that. Before I pass the floor to the Chair of the Board or the Group CEO, I would say that the normal thing in such schemes is that you achieve an expected figure, but there will be a ceiling or a maximum limit, because that's a normal way of communicating. The important figure is the expected figure, and in which relationship you have between the payment, then beyond expectations and the results.

I could say something, and then perhaps Peter could carry on afterwards. If you look back several years, it was a very favorable bonus scheme in Orkla, where the sky was the limit, and the board and the compensation committee over the years have worked to bring this into an acceptable framework. Acceptable, meaning what we feel is correct, for it to be interesting, to attract and retain the best people, and also within the social setting as well. We've been concerned about this, but we look at this quite often, and we consider and assess these schemes, both on the basis of what is needed in order to attract the best available people, not only in Norway, but in other countries.

We also need to look at what is happening around us in society, both within Orkla and elsewhere, in comparable companies. In my opinion, this is moderate. We have set a ceiling of one time, one's annual salary. In our opinion, this is correct. Compared with what we had previously, where there was no ceiling whatsoever, you could say. We could discuss whether it should be 50%, 100%, or 25%. There will be various feelings about this, but as a backdrop, you could perhaps give some more details, Peter.

Peter Ruzicka
CEO, Orkla ASA

Well, the bonus system we have is linked very much to performance. Both if you look at the group management, one part is linked to the EVA, economic value added for the entire group, and also in the person's own business area, there's a parameter also linked to organic growth, and then there's a part of the bonus that is for personal performance, where I, together with the managers concerned, establish some goals for the year. So to a very high extent, bonuses are not based on random events, but your performance within your business area and for Orkla as a whole. As regards the part that is reserved in the bank, that may be a bit more random, depending also on the development of the stock exchange, because it's linked to the stock quotation.

May I give a final comment?

Moderator

You may.

Thank you for your presentations. You clarified my question. I would like to compliment the management overall for their efforts. By way of conclusion, why I asked the question, well, the main reason is that these bonus payments must have been assessed by the board, probably have done so. They must believe that they provide a better return for shareholders than if the same money, for instance, were to be allocated to product development, because that is what we want. We want a return on the money that we have invested within certain ethical limits. Thank you.

Peter Ruzicka
CEO, Orkla ASA

Thank you. Any other questions or comments to this report? That does not seem to be the case, and we've come to the advisory vote on Orkla's terms and conditions, policy, and the approval of the share related items. First, the advisory vote and the proposed resolution, as can be seen on the screen. The general meeting endorses the board's statement on remuneration to key management personnel, as described in N ote 5 to the accounts for Orkla ASA. Would anyone care to vote against this proposal? That does not seem to be the case. Now, for your information, as regards advance votes, 127,156,613 have voted in favor, 5,332,460 against, and 23,506 abstained from voting on this item of the agenda.

And so the advisory vote has shown that the resolution has been adopted as proposed. 3.3, approval of the share-related schemes. Proposed resolution at the Annual General Meeting approves the board's proposal for share-related remuneration associated with, one, long-term incentives for executives and key personnel to the extent that the bonus bank linked to the total yield on Orkla share, and two, the sale of shares at a 30% discount to employees are concerned. Are there any votes against this proposal? That does not seem to be the case. 3.3, we have 126,439,646 in favor, 5,750,000 against, and then a number of votes against, 28,000.

... Now, item four of the agenda. This item will be discussed in three parts. This report on the company's corporate governance first. I will provide a brief introduction on the topic, and then the chairman of the board will talk about the work in corporate governance, and then we will open up for comments and questions. Well, corporate governance is the English concept. We have a certain Norwegian translation of this, and we find the rules in the Norwegian Recommendation for Corporate Governance . We often call it the recommendation. And it follows from the recommendation, firstly, that the company's board shall ensure that the company implements sound corporate governance, and secondly, it shall provide a report on the company's corporate governance in the annual report.

Thirdly, if the company does not fully comply with this Code of Practice, this recommendation, it's like comply or explain. That's the principle that applies. Further, it states that the board should clarify their basic corporate values and form ethical guidelines in accordance with these values. Listed companies are to have corporate governance that makes a clear internal allocation of responsibilities and duties between the shareholders, the board of directors, and day-to-day management, and must give an overall report in the annual report or in a document referred to in the annual report. In addition, special reporting requirements apply pursuant to Section 3-3b of the Norwegian Accounting Act. Report shall be dealt with at the general meeting as an information item, so the general meeting need not approve the report. This follows from Section five, six, four, subsection of the Public Limited Liability Companies Act.

Orkla reports in compliance with Section 3-3b of Norwegian Accounting Act, as well as the code of practice, and you will find a detailed report on these items in the annual report. As indicated by this report, Orkla is in compliance with the code of practice for the most part. There are two minor issues where a deviation has been reported, and these are presented in a separate annex to the notice of the AGM and in the report. The shareholders have been informed of this in advance, so we will not quote the contents in detail.

However, the chairman of the board will inform us how the board works on corporate governance. The objective of Orkla's principles for sound corporate governance is that they should pave the way for long-term value creation to the benefit of shareholders, employees, and society as a whole. Key principles such as openness, transparency, accountability, and equal treatment build confidence both within and outside the group.

Stein Erik Hagen
Chair of the board, Orkla ASA

In two thousand and fourteen, Orkla has developed a sustainable strategy with ambitious goals leading up to two thousand and twenty. We have defined four areas in which Orkla has a major influence on society and in which we can make an important and positive difference. These areas are nutrition and health, food safety, responsible purchasing, and the environment. In each of these areas, we have developed specific goals and action plans. Many of Orkla's products form part of the daily diet of consumers, and small changes can make significant improvements in public health. In two thousand and fourteen, we have made considerable advances in our task of making national fan favorites healthier by reducing salt and saturated fats.

Peter Ruzicka
CEO, Orkla ASA

We have also described this in the Orkla's sustainability report. Orkla's board takes a proactive view of sound corporate governance and will, at all times, ensure that Orkla complies with the requirements posted in Section three, three-B of Norwegian Accounting Act and in the code of practice. For Orkla's board and administration, the systematic work to continuously improve our corporate governance is essential. Openness, transparency, accountability, and equal treatment are and should be integral parts of Orkla's value creation. Through work with our value chains, society, and customers, we should be better and create greater value than our competitors and others, that it would be logical to compare ourselves to. The principles of corporate governance are a foundation also for these efforts. The group's requirements as regards Orkla companies and individual employees are described in Orkla's governing documents and presented collectively in the Orkla Way.

The paramount principles for good corporate governance are integrated into the group's governing documents. This helps ensure that the principles of good corporate governance permeate the decision-making processes in the group, companies, and bodies, making it an important element of its cor porate culture. Excellent. Thank you. Are there comments or questions to this report? That does not seem to be the case. Now, the AGM is invited to take note of this report first information. Then it has been taken duly note of. Now, our agenda item five, authorization for the board to acquire own shares. At the annual general meeting on 10 April 2014, last year, the board was authorized to acquire own shares up until the annual general meeting of this year.... The board of the AGM has regularly authorized the board of directors, and these authorizations have been used for limited purchase of own shares.

Under the authorization, given that here, five million shares have been bought, they have been used for Orkla's share and incentives programs for employees. Shares, treasury shares, are one million nine hundred and ninety-seven thousand three hundred shares as of the date of notice of the AGM. We proposed a renewal of this authorization, and we want to just emphasize the elements that underlie our recommendation. Firstly, the repurchase of shares for amortization is one of several possible measures for the company to transfer values from the company to shareholders, and we want to have this measure available. Secondly, the company has a certain need for own shares to cover its responsibilities under incentive schemes adopted by previous AGMs.

So as in previous years, it is presumed that the company may acquire under the authorization should be used for one of the two following purposes. One, they can be amortized, that is stricken, and the motion for amortization will then be put before the general meeting, or two, they can be used to fulfill the company's obligations under incentive programs for employees, such as general meetings previously, and this general meeting have decided. Any questions or any comments on the issue of the possible buyback of own shares? That does not seem to be the case, then let's have the proposal up on the screen. So the board has specified two special purposes for which the authorization can be used. It cannot be used for other purposes.

We, as an AGM, shall vote on each of the individual purposes, and we see the overall proposed resolution on the screen. One, the general meeting of Orkla ASA, hereby authorizes the board of directors to permit the company to acquire shares in Orkla ASA with a nominal value of up to NOK 125 million, divided among a maximum of 100 million 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 NOK 80, respectively. The board of directors shall have a free hand with respect to the methods of acquisition of own shares and disposal of own shares.

This authorization shall apply from eleventh April, 2014, until the date of the Annual General Meeting in 2015. The authorization can be used to fulfill the current incentive programs adopted for employees and incentive programs for employees adopted by the general meeting under Item 3.3 on the agenda. Three, the authorization may be used for the acquisition of shares for amortization. Are there any votes against the proposal, parts of it, or the entire proposal? That does not seem to be the case. For the sake of good order, I would like to refer to the advanced votes and instructions that have been received.

As regards five, and the purpose, as mentioned under point two, one hundred twenty-two million eight thousand four hundred and eighty-seven shares vote in favor, ten million four hundred and ninety-eight thousand seven hundred and twenty-one against, and four thousand three hundred and seventy-one abstain. As regards five three, the second purpose, 122,010,793 shares in favor, 10,496,304 against, and 4,481 shares abstain. And with these words, this proposal has been adopted in its entirety with the two purposes indicated in the proposal. And then we go on to item six on the agenda, and items six to ten apply to elections and remuneration for the board and nomination committee.

Moderator

And the election of members for the nominations committee and also the remuneration. This is dated the 26th March, 2015 , has been available for shareholders on the company's website. This recommendation has also been made available for those shareholders present. We plan to go through these points in the following way. Leif Askvik, a member of the Nomination Committee, will first inform us about the work of the Nomination Committee and give us an overall account of the roster of nominees for the committee on agenda point item six-10 . We will then go back and carry out the voting for each individual case. I'd like to now give the floor to the Nomination Committee, represented by Leif Askvik. Thank you.

Leif Askvik
Member of the Nomination Committee, Orkla ASA

I will now speak a little bit about the work of the nomination committee and its roster of nominees. The committee has consisted of Anders Ryssdal as Chair, Nils-Henrik Pettersson , Karin Bing Orgland, and myself as members. In addition, the committee is supplemented by representative of the employees, Vidar Aall, in selection of the board chair and the deputy, and he also has spoken on in connection with the determination of remuneration. The composition of the nomination committee takes into account of the interests of the shareholders group.

... and fulfills the criteria for this, recommended by Norwegian Recommendation for Corporate Governance and Management. The AGM has its own instructions for the nomination committee, which is most recently amended in 2013. This instruction is available on the corporate website and includes rules concerning competence, the composition and the election, remuneration, and the tasks of the nomination committee, and its requirements concerning composition and independence, and also the administrative procedures. We have had five meetings in connection with preparation for this year's roster of nominees. Committee has reviewed the evaluation of the board and has had meetings with the chair of the board and its deputy and the CEO of Orkla. Information about how shareholders can provide suggestions to the nominations committee has been available on the corporate website. The...

In addition, we've contacted the largest shareholders at Orkla for recommendations, comments, and have had conversations and with representatives of several shareholders. I will now present the roster of nominees. The board members were elected by the general meeting on 10th April 2014 , with a period of one year, and all of these shareholders are thus available for election. The board consists currently of seven elected members, elected by shareholders. Jo Lunder has notified the committee that he will not be seeking re-election. Committee is recommending re-election of the other six members of the board. In addition to the composition of the board, the nomination committee has considered the size of the board.

board currently consists of eleven representatives, of which seven are elected by shareholders and four are selected by and from among the employees. The Nomination Committee is of the opinion that the number of board members may advantageously be reduced somewhat. The company is in dialogue with the union officials concerning the adaptation of the corporate democracy scheme, among other things, considering the number of representatives on the board. Any changes of the number of representatives on the board of employee representatives on the board will be carried out in connection with the election of employee representatives on the board, which takes place in two thousand and sixteen. Based on this, the committee would not recommend a new elected member be replacing Jo Lunder.

The Nomination Committee therefore recommends the re-election of the following board members: Stein Erik Hagen, Grace Reksten Skaugen, Ingrid Jonasson Blank, Lisbeth Valther Pallesen, Lars Dahlgren, and Nils Selte. The period of office for members on the board to Section four, third subsection of the Articles of Association, the period of election can be set at up to two years. In the opinion of the Nomination Committee, annual assessment of the board's total composition will give greater flexibility, and we propose that the period be set at one year. The Nomination Committee's recommendations concerning the election of board chair and the chair of the board and the deputy. Under the rules of the Public Limited Liability Companies Act, the chair of the board of Orkla, as I say, is elected by the board itself.

If this is not elected by the AGM, board wishes to follow our Norwegian recommendation for this under Section Eight, and therefore, has proposed that the board chair and the deputy chair of the board be elected at the general meeting. The general meeting of 10th April 2014, Stein Erik Hagen was elected as board chair, and Grace Reksten Skaugen was elected as the deputy chair of the board, in line with previous practice, with a period of office of one year. Both are recommended they be elected for a period of one year.

The recommendation of the Nomination Committee for the election of a member for the Nomination Committee, Nils-Henrik Pettersson was elected in two thousand and thirteen for a period of two years, and is thus up for election this year. The Election Committees or Nominations Committees other members were elected for in two thousand and fourteen for a period of two years, and are thus not up for election this year. Follows from the instructions for the Annual General Meeting, that the recommendation of the election of members for the election Nomination Committee shall be proposed by the overall Nomination Committee. Total Nomination Committee therefore recommends the re-election of Nils-Henrik Pettersson, and we recommend that he has a period of office of two years.

The Nomination Committee's recommendation for remuneration of the Board members. The Corporate Assembly has practiced an annual adjustment of the fees in accordance with the general increase in payment. We have proposed that this be maintained, and we propose an increase of around 3% for, and correspondingly for, the members of the Board as well. The Nomination Committee's recommendation for remuneration of the members of the Nomination Committee. The fees for the Nomination Committee were last adjusted in two thousand and twelve and are normally adjusted every third year. We therefore propose a 7%, approximately 7% raise in fees. That's what I had to say. Thank you for your attention. Now let's move to each of these.

And if we then begin with item, agenda item number six, election to the board. The nominations committee proposes that each of the board members be re-elected, although Jo Lunder should not be replaced. Any comments to the proposals? That appears not to be the case. From the prior votes and instructions, we have 125 , 165,152 who voted for 707 million voting against, and 5,166 who abstain. Thus, the proposal has been adopted for the sake of order. In the overview of votes, there will be some slightly different figures for each member of the board. This will follow from the minutes, but I won't read this as regards each of the board members.

Let us then move to item seven, the election of the chair of the board and the deputy chair of the board. The Nomination Committee recommends the re-election of Stein Erik Hagen as chair of the board and Grace Reksten Skaugen as deputy chair of the board. Any other proposals than those given by the Nomination Committee? That appears not to be the case. For the chair of the board, there are 129,442,365 votes for of the prior votes and instructions. 3,162,322 against, and 742 abstain.

As for the deputy chair, a hundred and thirty-two million, four hundred and thirty-five thousand, three hundred and thirty-two against, and one hundred and five hundred and thirty thousand against, and eight thousand ninety-two who abstain. So both of these then have been adopted in line with the recommendations of the Nomination Committee. Now, let us move to the election of a member to the Nomination Committee. Let's propose Nils-Henrik Pettersson be re-elected and a period of office of two years. Any other proposals? That appears not to be the case. As regards this proposal, there's 131,469,569 for 1,333,233 against, and 483 who abstain. Then, agenda item number nine, remuneration of the chair board members.

There is a practice of adjusting this every year, so one doesn't have to make a greater adjustment. This is in line with the general increase in salaries. And any proposals against this? No, that does not appear to be the case. Then the proposal and recommendation by the Nomination Committee has been adopted. Here, there is 132,342,668 have voted for, 366,000 have voted against, and 163 have abstained. And then, as regards item number 10 on the agenda, remuneration of the Nomination Committee's members. Is there any proposals?

That has been adopted then in line with the recommendations. At this point, there are 131,460,438 who vote for, 1,040,560 who vote against, and 610 who vote or abstain from voting. We have now gone through the elections. Then item number eleven on the agenda, that is, approval of the remuneration for the auditor. That is, the proposal is that for two million, five hundred and seventy-three thousand, four hundred and ninety. The total fee for Ernst & Young for the group 2014 was approximately NOK 33 million, compared with approximately NOK 37 million in 2013.

Auditing fees for other auditors comprised approximately 2 million NOK. Reference is also made to note five in the accounts for Orkla ASA for a further description. An overview of how this is distributed between the statutory auditing and other fees, auditors' fees, can be given, an account of by the internal auditor Fridtjof Røer , if there is a wish to do so. As an observant reader may see, there is a minor difference between the amount given and approved by the AGM and the amount given in the annual report.

This is due to the fact that the amount in the annual report can follows the supervisory body for financial affairs in Norway, for the reporting is included has included some items which are not comprised by the statutory auditing. I propose the proposal of the remuneration of the auditor of 2,573,490 NOK be approved. Anybody who has anything to say?

Peter Ruzicka
CEO, Orkla ASA

There are no items left that are to be submitted to the vote of the AGM. I ask that Ms. Britta Sæther stay here to co-sign the minutes. We have done all the votes, we have recorded the votes, and they have been adopted. Now, finally, I will give the floor to the chairman of the board, who will close the AGM. I will thank you for your attendance on behalf of the members of the board chosen by the shareholders. Thank you for your confidence. I would also like to thank the management, administration, for their great effort, good cooperation, and I would also like to thank you, all the shop stewards for your cooperation with us, the board members representing chosen by the shareholders. Those are my final words. Now it's time to go out and enjoy the sunshine. Thank you.

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