Orkla ASA (OSL:ORK)
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Apr 24, 2026, 4:28 PM CET
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AGM 2014

Apr 10, 2014

Speaker 2

Before we begin the general meeting and go live by webcast, I'd like to make a safety announcement and will ask that everyone in the room please pay attention. Emergency exits are marked and located at the back of the room towards the exits. In the event of an evacuation, officers wearing reflective vests will ensure that all guests are safely guided to the agreed meeting place outside the building. Finally, we'd like to ask everyone to turn off their cell phones, or at least turn off the sound. There. I would like to welcome all those present, and 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. A notice dated 20th of March, 2014 was sent to all shareholders, holders with a known address.

It was also announced in Aftenposten and in the stock exchange bulletin the same day. The Board of Directors decided, in line with Article 12, 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 auditors' report, as well as the nomination committee's roster of nominees, dated 20th of March, 2014 . 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? Yes. A microphone will be passed to you.

My name is Tollef. I don't have an objection, but a request. I've sent this in a letter. Not everybody is familiar with the Internet, and they have received a notice by mail, but if you have to read this, then you have to go to www. The notice on the envelope does not include a physical address for Orkla, wherever it is, if it's in Hønefoss or wherever, and nor is there a telephone number. I would ask in future that you include a telephone number where one can call and get the documents sent. It would be nice if some of the shareholders could speak to somebody in Orkla. Physically speaking, we've had a telephone number and a physical address.

I would ask that this be included, and I have sent a letter, but I haven't received a reply to this. Thank you. I think that appears to be a good suggestion, so we will take that under advisement. Any other objections to the notice? There appear not to be. Then the annual general meeting is hereby declared to have been convened legally. I will now present and introduce those who are here present. That is myself, Stein Erik Hagen, the Chair of the Board, CEO Peter Ruzicka, and there's a proposed moderator, Idar Kreutzer, and then the annual general meeting secretariat, represented by Executive Vice President Karl Otto Tveter. In addition, I'd like to introduce the auditor, who is present, Jan Egil Svendsen, who is sitting over there. Then I'd like to introduce the company's board of directors.

Stein Erik Hagen, the Chairman of the Board. I was elected for the first time in 2004 . Yes, the rest of it, I think you can see on screen. And then Grace Reksten Skaugen. She is the Deputy Chair. She was first elected in 2012 . She's also Chairman of the Compensation Committee of Statoil, Chairman of the Board of Norwegian Institute of Directors, and also the Orkla and the Finance and Risk Committee of Investor AB, where she is also a board member. Then Jesper Ovesen, he was first elected to the board in 2010 , and has now stepped down, and will not be re-elected.

He was the CEO of, and CFO of TDC AS from 2008 to 2011, Chairman of the Board of Nokia Siemens Networks, and member of the Board of Skandinaviska Enskilda Banken. Jo Lunder was first elected in 2012, is now CEO in the company VimpelCom. He is previously President of Ferd Capital and worked in the Ferd system. Lisbeth Valther Pallesen was first elected in 2013. She has previously worked in the Lego Group from 1989 to 2012, and most recently as Executive Vice President, Community, Education and Direct. Ingrid Jonasson Blank was first elected as well last year. She, her career is from our customer side, from ICA. She has worked from 1986 to 2010 in a variety of positions.

Those were those elected by the shareholders, then we have those elected by and from among the representatives. On the third of April this year, there was an election held among employees at Orkla. And the following four representatives were elected to the board: Terje Utstrand, who, Chief Shop Steward from 2010, and, union representative at Orkla Confectionery & Snacks in Norway, and is chair of the board members of the Norwegian Confederation of Trade Unions, organized at Orkla. Chair of Orkla's International Committee of Union Representatives and European Works Council. Sverre Josvanger, union representative for salaried employees, chairman of members council for salaried employees at Orkla, and also, as you see, in the other bodies, and then Janne Halvorsen. She also comes from NNN at Orkla Foods Norway.

She's a member of the board for the Orkla employees organized with the Norwegian Confederation of Trade Unions and the others, as mentioned previously. Åke, Åke Liagård is the union representative for Livs at Orkla Confectionery & Snacks Sweden. He is also a member of Orkla's International Committee of the Union Representatives and Congress Executive Committee, and a member of the European Works Council. In addition to the four employees' representatives, an employee-elected observer attends the board meetings. There are also representatives of corporate executive management in Orkla's business areas. Sorry, you can't see. What, what is on the screen now? Aha, that's a clear picture. Then I have reviewed those, and from the secretariat I have received. We have 211 shareholders registered, representing 45.95% 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, and the list is hereby presented, and I'm reading from it. The secretariat has now prepared an overview of the shareholders who have represented by proxy authorization. There's 161 bearing votes. Those present represent in total 467,985,492 shares or votes. They represent 45.93% of the issued shares in the company. The represented shares represent 46.12% of those, that is, exclusive of the treasury shares held by the company. The...

This is then signed by the proper service and the internal auditor of the Orkla Group. Then, let's move now to agenda item number one. Previously, according to Orkla's Articles of Association, the general meeting was convened and chaired by the chair of the corporate assembly. Since the dismantling of the corporate assembly, the general meeting is now being convened by the chair of the board, pursuant to the Public Limited Liability Companies Act. The annual general meeting must then elect a moderator. The board moves that I, Idar Kreutzer, be elected moderator. Idar Kreutzer is the chair of Orkla's Nomination Committee. He himself is not a shareholder in Orkla. Kreutzer has previously chaired Orkla's general meetings with a firm hand by virtue of being chair of the corporate assembly. Is there anyone who does not vote in favor of the motion? Appears not to be.

Oh, there is one.

My name is Sigurd Sæther, and my question goes to Idar Kreutzer. You are chair of the Banks' Interest Organization. You're working so that banks earn as much money as possible, with the highest fees possible and the best interest margins. But as a shareholder, and I think a lot of us here wish the same, that we wish that you work for Orkla to pay the least possible amount in interest rates, fees. But the question then is, will you be using your network so that Orkla will have the lowest possible finance costs?

This could be an interesting AGM. No, my daily job is for Finans Norge. I don't quite agree with your description of my position. What we try to do is to produce the best possible and good and effective, efficient bank system in Norway, and I think we all benefit from this, and we have different roles, and the roles that I have at Orkla, and I've had since 2003 in Orkla, is to be a member of the Nomination Committee and to be a member of the Corporate Assembly, and now I have the chance to lead the AGM. I am a 100% Orkla man.

That is my contribution, is that the AGM should be the best possible AGM, and to contribute in the best possible way to Orkla in their best interests, and we have to do this. Here, I am elected as an officer in Orkla to take into account Orkla's interests, and I will do so to the best of my ability.

Is there anyone who votes against this motion? If not, the motion is adopted unanimously. We also need to appoint a shareholder to co-sign the minutes along with the chair. Anne-Kristin Brautaset from the National Insurance Scheme Fund, Folketrygdfondet, is proposed. Are there any other proposals? That does not seem to be the case. The nomination is hereby approved. I give the floor now to our moderator, Idar Kreutzer . Thank you. Thank you for your vote of confidence. I would like to welcome all of you. I'm pleased to see you. A well-functioning shareholder democracy is dependent on the shareholders attending. You do that, and we appreciate it. The item on the agenda that we will now move to is item number two, namely the approval of the financial statements for 2013 for Orkla ASA and the group.

We also need to approve the directors' report and the share dividend for 2013. It has been proposed at NOK 50 per share, and also, to be precise, it is except treasury shares. Also the directors' report and the proposed annual financial statements and balance sheet for 2013 for Orkla ASA and for the group, and the auditor's report have been available on the company's website and have been sent to all shareholders who have requested it. The documents have been available for perusal in the company's premises since 20th of March, 2014, which is not located at Hønefoss, but at Skøyen, Oslo. I presume that all those in attendance have had the chance to peruse them so that I don't have to read it all out.

We have also taken due note of the proposal. We all agree to it, and last year, we will also add address and telephone number on the documents that will be sent out. The way we'll do it now is that I will first give the floor to Peter Ruzicka, who will give us a briefing of the group's development and strategic position, and hereby, you have the floor, Peter. Good afternoon, everyone. I am relatively new in my position. I've held it for two months today, but I've been a member of the board of directors for a number of years, so therefore, I'm familiar with the company in that respect, also from the customer side and also as a consumer of all our amazing products. I would like now to take you through the group's developments and strategic position.

But first, I would like to present some key figures that describes Orkla. We have 17,000 employees. We have 97 factories. Yes, I know that is a great number, and we'll be reverting to it. We are mainly located in the Nordic countries. We also have some activities outside of the Nordic countries, but it's mainly the Nordic countries and the Baltic countries that are our home market. Our purchase of reduction, we also keep a lot of cows and farms available. We have been accused of living in a protected world with customs barriers, but the majority of our Norwegian activities are exposed to international competition, so we do not live in a protected world. We have a spread shareholder structure.

We have more than 41,000 shareholders, and more than nine out of ten municipalities have inhabitants that are co-owners of Orkla, so it's mainly a public company. Our revenues in 2013 was NOK 3.2 billion, and 33 billion, and the EBITDA was NOK 3.2 billion. And Orkla's market value is, at this moment, almost 50 billion NOK. Orkla is a leading Branded Consumer Goods company, and if we look at Orkla in a historic perspective, we have a long tradition of building branded goods. From 1986 to 2003, we were a company that implemented a number of consolidations in the Norwegian and Nordic consumer branded goods product. It started with a merger between Borregaard and Nora, where we acquired brands such as Stabburet, Lilleborg, Nora, and Ringnes.

It continues with the acquisition of Pripps, Procordia, and Abba in Sweden, and also the merger with Carlsberg. Then there was a period where we turned towards a broader industrial portfolio. Among other things, we divested our Carlsberg breweries. Actually, we were forced to sell out. We acquired Elkem. We got Sapa as an add-on, and we also invested in REC. That was part of Elkem. We invested in Elkem Solar, Sapa Profiles, and we acquired the Chips Group, just to mention a few. During this period, the proportion of branded goods fell from 85% to 37%, so quite a dramatic change in the composition of the group. Towards 2009, 2010, we returned to a more focused portfolio, and more several of our industrial stakes were sold off or reduced heavily.

We are now in a transition where we will move from being an industrial conglomerate to be a pure-play branded goods company, and we communicated the strategic direction in 2011 . In 2012 , 2013 , we also implemented a number of structural and organizational changes in order to meet the strategy that we have communicated we were to be delivering on. Among other things, we acquired Jordan and Rieber. We also established a joint venture with Hydro, where we included Sapa. We have a 50-50 stake with Hydro. We also sold out of REC, and we also listed on the stock exchange and divested Borregaard. At the same time, we also established five business areas, and we merged a number of companies. We created Orkla Foods.

That was the merger between Rieber and Procordia, and also the Abba and Procordia in Sweden. And then we also merged Beauvais and Rieber in Denmark. And also we established Confectionery & Snacks. That was a merger of KiMs, Nidar, OLW and Sætre, and also OLW and Göteborgs Kex in Sweden, and also Home & Personal. That includes the Lilleborg AS, Pierre Robert, Lilleborg Professional and Orkla House Care. That other part of Jordan, that doesn't, is not a dental hygiene, but more cleaning. We have initiated a lot, but now we need to finalize these procedures, processes. We have just started the road to take out synergies from the mergers and acquisitions, and we made a number of structural changes in the past couple of years, measures that I believe have been very right for Orkla.

But now we need to start focusing on operational improvements, and while at the same time, deliver on the structural projects that we have initiated. We need to take out the synergies, both on the top line and bottom line. And I think with my background in specialist retail sector and consumer goods retail sector, then we can also focus on some of the strategies that we have and take out these real synergies, because there's a lot of opportunities here. And here you see the main business areas after the reorganization, and this also reflects our strategy. We focus on branded goods, and we are moving from being a very local business model to establishing a more optimal business model. And we're going to also utilize this economies of scale and also optimize better.

Orkla Foods, Orkla Confectionery & Snacks, and Orkla Home & Personal represent our Nordic investments and main focus. We also have Orkla Food Ingredients that grew by 2.1% and also increases market share in almost all markets. Orkla International had an EBITDA of -NOK 86 million in 2013. That is, of course, not good. We have initiated sales processes for the activities in Russia and Poland. In addition to this, International consists of the Czech Republic, Austria, and India. As for Orkla Investments, there were no changes to the strategy for Orkla Investments. It includes Gränges, the old Sapa Heat Transfer. It includes hydropower, financial investments, the property portfolio, and Sapa Joint Venture, the one we operate with Hydro, and also our stakes in Jotun.

But the analyst SOTP analysis shows that Orkla Investments accounts for 40% of the assets in Orkla. We need to focus on to capitalize and realize more of those values, and for me, that is more important than a quick sale, so we need to take the time we need in order to realize the values in this business area. We have also made some changes and simplifications in our group executive board so that I can focus more on following up and develop the business areas. The new structure will also strengthen the coordination of the group's functions by all them reporting to one leader and being part of the extended group executive management. The new strategy was laid down. We chose to focus on Branded Consumer Goods and goods because of our competitive advantage in this area.

We have a very broad portfolio of strong brands and market positions, as you see some examples of here. These are Orkla products in almost all Norwegian homes and Nordic homes, and there are actually Orkla products in almost all rooms in their homes, whether that be toothbrushes, cleaning agents, pizzas or whatever. At the Nordic level, 20 million are made every single week in favor of our products. 20 million times that the customer goes into the shop to choose our products every single week. These strong positions are, of course, something that we need to build on. That is the fundamental in our future wealth value creation. But of course, we are also operating in stable Norwegian markets with high spending power, which is very good.

The challenge is, of course, that these markets are marked by a low growth. It's not like India, where there is a high growth on an annual basis, and the growth we possibly get is something that we have to create ourselves through creativity, through developing categories and market developments in the Nordic countries. There are many white spots and many opportunities in the GL within these countries. Another clear competitive advantage is our scale in the Nordic countries. We are large. We are definitely the largest FMCG company, and we're going to make more out of this edge. We supply 10% to almost all that the retail sector sells, slightly less in other countries, but we are an important player in the Norwegian retail sector in the Nordic countries.

We have a unique insight into the customer behavior and portfolio, and I would say that we are the clearest, most important collaboration partner that the retail sector has. And my goal is that we should be the supplier that delivers the most profitable growth for our customers, and I underline profitable growth, because that's what we're aiming for. And with my background from the specialist retail sector and the retail sectors, I hope that we can succeed with collaborating with the retail companies, and time will show if I'm right. And then I would like to communicate, too, that there are no changes to our strategy, but we focus on improving operation and to make these small improvements every single day.

Future growth and value creation from a focused Nordic-based BCG company, we're going to focus on organic growth that will also drive long-term value creation. We're going from being a decentralized business model to a more focused business model and to utilize our local strength and also our insight in the market where we operate. And from an operational point of view, we also need to focus on the day-to-day operations. We need to complete, initiate a project, and to deliver on them. I would also be reverting to this, and we'll also be focusing on activities that drive organic growth and improve our margin. And among other things, this means a strong innovation product and more focused innovations, fewer but more powerful, larger innovations.

And we're going to invest more in our largest brands, because we know that that also is something that we will benefit from and give a good return on our capital invested. We also need to optimize the SKU. In English, that is the number of commodity lines. We have many that are profitable, some that are not that profitable, so we need to streamline these more. We also need to work more on innovation, also when it comes to packaging, and to work to sell our goods in new channels. We also have a great potential from working on innovations across markets and to roll out what is successful in one market to another market, but we need to do it quicker.

We also need to improve efficiency in our sales organizations, and we need to build relations with our customer base and our joint interests, namely category growth, growth volumes. Those are the interests we have in common. Last but not least, we need to optimize production structure that I mentioned when I mentioned the ninety-seven factories. I will also be coming back to this later. The financial targets that we communicated at our Capital Markets Day last autumn remains firm and are unchanged. But we also see these targets in 2013 , that there was a weak trend in 2013 , and we still have some goals left before we can achieve the 2016 goals.

Some of the structural projects that we have implemented in 2012 and 2013 have had a negative impact on operations. There's been too much focus internally, too little focus on the customers and the markets and sales. Some of these projects are now in the last phase, and we're going to focus on the synergies and focus more attention on the markets. But the results so far are far from the long-term goals set, so we have a major operational task ahead of us. We facilitate for an optimal structure that we now need to capitalize now in order to utilize the economies of scale, and we're going to take out both top-line synergies and bottom-line synergies from the ongoing structural processes, but it will take time.

Just to give you an example, we need to also secure that we take out, cost, synergies from, Rieber and Orkla. They are major companies, and as we've said before, cost synergies amount to like NOK 250-300 million, and, we plan that an 80% run rate effect should be achieved by the end of this year. In Confectionery & Snacks , business area, we have made a, an extensive restructuring. We have merged the companies I mentioned and also the sales organizations in Norway to one more efficient sales organization, and we have restructured the factory structure. We have initiated some major cost improvement, program at the Kungälv Kex factory, and we need to, finalize these and deliver on them in the forthcoming years.

There are still good examples of top-line synergies that have resulted from the restructuring implemented. Here you see examples of how the new confectionery snacks have products across the snacks and confectionery categories and produce new products. Polly, that is one of my factory, has become the best-selling chocolate, and it was launched in the middle of February, and it's bigger now than Stratos. We have already sold chocolate bars worth NOK 20 million in seven weeks' time. When I don't mention the others, that is not because they, the performance is not good, but they haven't. There's a limited competition. The next is Kokkeklar Cauliflower Soup. This is a result of using expertise from Rieber and Stabburet that is now merged. There was a problem with the taste.

There were some costs that didn't have it, even though they had good expertise in refrigeration. But then we had Rieber and Toro with their powder expertise, and then we merged the two, expertise circles and competence circles, and then we cracked the code, and, we managed to produce a product that is, has been received very well in the market. So it's very good to see that already in this early phase, we are taking out the top line synergies. We're also talking a lot about innovation. Innovation is, of course, what drives growth.

Some say jokingly, "Do you know how big of a portion that comes from innovation of our total sales?" People say 15%, 20%, 25%, but 100% of sales are- is a result from innovation, because all our products were innovated at one point or another in the past. Having said that, we also need to have a broader approach when I think about innovation. We think about new products, new recipes, and that's all well and good. We need to do that, but also, when it comes to packaging, there's a big potential for us. I would like to use the Coca-Cola example. Coca-Cola was established at the end of the eighteen nineties, and they've had one important packaging since nineteen eighty-nine, and that is Coca-Cola Light. Apart from that, is they've been selling the same product.

Nevertheless, they've been able to keep growing, and primarily their growth has come from packaging. Small bottles, large bottles, three packs, six packs, 12 packs, 24 packs of cans. That is what has actually driven sales, and I believe that we have a huge potential to tap into. We also have a lot of good examples in the Orkla organization. Nora's jam products have doubled, a lot of it as a result of new packaging. So we have these squeeze bottles and also lids that are easier to open for people who lack the strength in their hands. So this shows that it's possible to create growth through novel packaging. We also have sealing packages, for instance, Polly peanuts, Doc lozenges, Sun washing tablets for dishwashers, and where the customers are willing to pay for increased functionalities.

I also mentioned to roll out success from one market to another market. Here you see Abba Middagsklart, which is a wonderful fish sauce in five flavors. It was launched in Sweden in 2011 , and it has actually grown 30% year-on-year since the introduction. It was launched in Denmark this year, in January, and after two months, it is the second best-selling sauce in the market. It's also ranked the fifth as biggest product line in Denmark just after a couple of months. So this shows the power, what it means to import it from one market to another. The slightly different fishes that were used in Denmark and Sweden, but the product is basically the same, and we need to do more of this and do it quicker. I also mentioned new channels.

The consumer trends are changing. There's nothing new about that. And we, of course, have to be where the consumer are, and we need to work more structured to utilize the possibilities. The user behavior and consumer behavior is quite different today than what it used to be 20,30,40,50 years ago. We can compare it to, for instance, specialist retail sector, like building materials. And we're also thinking about, for instance, the tax-free shops. And we know the Norwegian tend to travel, and being exposed at airports in Norway or abroad could be important thing and actually constitute an important channel. We also have the web.

I believe that the web is here to stay, but the fact is that from 2006 until the present day, in e-commerce, even from a small position, has increased by 12% year-on-year, and traditional retail has increased by 1% year-on-year. So when these two graphs are allowed to work over time, one grows by 12%, the other one with 1%, then, of course, the 12% graph will be rather significant. We need to be present in that channel. We also have exports, more or less NOK 1 billion out of a total revenues of NOK 33 billion in Orkla. Quite a lot, but we have a clear ambition to increase this. And, as a curiosity, I can say that we are market leading when it comes to a particular kind of jam.

Cranberry, similar to cranberry jam in the United States. And this is a doubling, actually, in three years. We had 250 tons that we sold two years ago, and now we have a 30%, retail distribution, and it just shows the possibilities that our products have in new markets. And this is like a really niche product. We have now established the central export structure that is working and focusing on increasing our export sales. But of course, the battle for, for the consumer, is in the shops. We need to improve the exposure and packaging and other elements in the stores. That is where the battle is fought. That is where the consumer stands, choosing between our products, the competitor's products, or maybe even to choose-...

Maybe they don't choose any of them, because when it comes to confectioneries and snacks, that is the reality, because that is an impulse product, and it should be natural for our consumers to choose our product. It sounds very simple, but it's not that simple, actually. Firstly, we need to create solutions that are easy to profile for the shops. It doesn't necessarily have to work in one shop or ten shops, with thinking all shops across the retail sector, including filling stations and kiosk, et cetera. And we also have Sweden, Denmark, and the Baltics.

We also have merchandisers and sales organizations, and we need to improve efficiency there and focus more on how they can drive top line growth in the stores, because they are doing an important effort in the shops in order to profile our goods. We also have as an ambition to increase the efficiency in our sales organization so that our merchandisers can visit more shops and reduce the time spent in car and administrative task, and so that they are more physically present and visible in the shops and stores. I talked about structure. It's clear that this is not ideal. We have about 60 production structures, and we're now reviewing it.

And if we are to succeed in optimizing the factory structure, then we do an SKU efficiency process, because we need to see how we can optimize the task across factories. It looks easy. For instance, it looks easy to merge three ketchup-producing plants to one, but it's not. There's a plan where the market, for instance, plants inside and outside of the European Union, it's challenging. We have many products that are produced in short seasons. But if, for instance, like pickled cucumbers, which is a major product for Orkla, the pickled cucumber, from the taken up they're harvested until they are produced, there's 48 hours. And of course, well, I said that you harvest pickled cucumbers. You don't. You harvest cucumbers.

You need to have the capacity to actually do all this in fourteen days in August, because that is what the harvesting season is. So it's not just replacing one factory by another. And of course, we also have local adaptations. They are challenging, but it also makes us unique compared to large international competitors. But we need to cultivate and make the most out of these competitive edges. We have initiated a number of projects, and after, when we have completed the review process, we will look more closely at the potentials. So we are not satisfied with the profit trend in 2013 , and as you can see, we are quite far, quite a long way away from our goal that we set for 2016 . We're going to focus on operations.

We're going to implement and finalize projects and deliver on them. We're going to focus on activities that drive organic growth and our margins, and we will also improve innovation and more focused innovations, and we're going to invest in our major brands. We're going to also have innovative, packaging projects and also, innovative channels. We're also going to work across markets, to take one success from one market into another one. We're going to improve efficiency in our own, organization and to build long-term relations with our consumers based on joint interest, that is, category growth and volume, and finally, we also need to optimize production structure. This will take time.

It's not done in 24 hours, but we're going to produce products that are healthier, easier to like for the consumers, and also, we want to ensure that tomorrow's favorite products are Orkla's products. Thank you for your attention.

Moderator

I would now like to give the floor to CFO Terje Andersen, who will give us highlights of the financial statements for 2013.

Thank you. My name is Terje Andersen. I am responsible for economy and finance at Orkla. I will now review the financial statements and comment on the result developments in each individual business area. I'll begin with the group income statement. We see there was an increase of 11% in 2013 . This is primarily from the acquisition of Rieber, which is included for eight months in 2013 . The operating result was down by 16% in 2014 . This was one-off gain of NOK 200 million from a property project. If we look at the distribution between the BCG area and the other wholly owned areas, we see then the turnover is 84.8, 84% from the.

area, which is more than you can see that our accounts are more a BCG market-driven sector. But a few more lines. There, these are typically costs relating to the acquisition, sale of operations. In 2013, it was a relatively large figure of NOK 860 million. Approximately half of this came from the write-down and amortization in the Russian operations. As Peter Ruzicka said, there has been a poor development there. The rest remain to development projects in the BCG area and the purchase of Rieber. The associated companies are companies where we have a large ownership share, but not full control. This is Jotun, we have a 42.5%, and Sapa, where we have a 50% share together with or with Hydro.

Hydro and Orkla both have a 50% share. This, we then have, neither the results or the return was included in these figures. The agreement with Hydro was approved in September, so the four-month result is included on the line for associated and jointly controlled companies, and these are for non-discontinued or discontinued operations further down. In Sapa, there is a negative result from Sapa for both of these lines here. The profit before tax is 2.7 billion for 2013. If we look at liabilities, we began with 5.5 billion. Largest amount comes from Rieber, NOK 6 billion. We have generated 3.2 billion in cash flows.

We received 1.8 billion NOK from the Sapa Hydro, where our, again, was slightly larger than Hydro, so we've been compensated 1.8 billion NOK, and we've also sold financial assets for 3 billion NOK. There was a shareholder who was concerned about the, interest and fees. I, too, am, concerned, but I'd say that we pay twice as much back to our shareholders, 2.4 billion NOK, as we pay in total to the banks and the tax authorities, 1.2 billion NOK. I'd like this to, be a continuing trend. We could then send a request to Idar Kreutzer, for his contribution in this respect. Even though, liabilities have increased somewhat, we see that the equity ratio has been increased to almost 60%, and we have a solid, sound financial situation, entering into 2014 .

We have an ability to both grow and continue to pay our dividends. Then a little bit about each of the individual business areas. We begin with Branded Consumer Goods , consisting of five business areas, which you can see on the right-hand side in the figure. On the left, you see a geographical distribution of sales turnover. In total, NOK 2.8 billion. Peter Ruzicka said there were 20 million decisions made each week in respect of our products. If you summarize this, each year, there would be 1 billion products will be put into a grocery bag in Norway.

And then to each of the business areas, the largest of which is Orkla Foods, which approximately 10 billion NOK in revenues and approximately 4,400 man years. You see on the right, we have Toro, which is the new one with Rieber, which came with Rieber. In addition, we have strong brands such as Grandiosa and Idun in Norway, Felix and Kalles in Sweden. Grandiosa is a huge product, remains a huge product. Each year, there is 21 million Grandiosa pieces sold each year, and it'd be 420 million sold each year to the Norwegian people over this period. If we see then, Orkla Foods has increased both turnover and its EBITDA.

Peter Ruzicka mentioned this has been quite a demanding restructuring process with the merger of two groups, Rieber & Søn and Orkla Foods. Therefore, we have synergy effects, but this has affected both the top line and the margin in 2013. We do have some work ahead of us in 2014 to get back and up to speed in the Norwegian part of Orkla Foods. In Sweden, there have been good developments, and also it's been positive in Finland and the Baltic States. Confectionery & Snacks has also undergone considerable restructuring in 2013. Here, the market situation has been more demanding than other areas. There has been, it's been rather a demanding year overall.

We see from the results, the top line is rather flat, and there is a decline in EBITDA, and the margin, EBITDA margin, is somewhat poorer than in 2012 . The third large area within Branded Consumer Goods is Home & Personal . Lilleborg, Axellus, Pierre Robert is the large companies, and we see also in terms of turnover, Home & Personal is rather more weighted more in favor of Norway than other areas, or geographical areas. This area has achieved satisfactory developments in 2013 . We see here growth in top line and also in EBITDA. This stems from a successful acquisition of Jordan, but also underlying positive development in the other areas. Orkla International is the brand operations outside the Nordic countries.

Here, there is a very poor development in Russia, and it's been determined that a sales process will be initiated in Russia. In India, we have a good market position and good development, and also good developments in Austria, Czech Republic, and Poland. But a weak result coming from the poor developments in Russia. Orkla Food Ingredients, the last of these business areas, supply ingredients to bakery operations, baking industry in the Nordic countries, and a number of countries outside the Nordic area. In general, it's been a good year with good top-line growth and growth in EBITDA as well. Then a few brief comments regarding areas outside the Branded Consumer Goods area.

If we could begin then with Gränges, which is the part of Sapa that was not included in the joint venture with Hydro, Hydro. Gränges provides or supplies solutions for heat exchangers, and the end customer is the automotive industry. It is a leading company globally with operations in Sweden and China. And as we can see, it is a satisfactory year with good growth in EBITDA, and in addition, cash flow was good from Gränges. Our energy sector is hydropower. We own 85% ownership share in Saudefaldene and Borregaard's previous power stations at Sarpsfossen. These produce total approximately 2.4 TWh in a normal year. The results here will fluctuate according to the amount of precipitation.

The joint venture with Hydro, Sapa, which is the name it will continue to bear, is leading in the market as regards aluminum profiles, with over 40 billion NOK in turnover, with an exciting period ahead of it. Here, there have been considerable cost-saving programs initiated to improve cost base by 1 billion NOK. And then this will be one, we'll capitalize then on the size and the market position the company has, particularly in the USA and, or in North America and Europe. Europe is lagging somewhat behind North America, and we're expecting an upswing in the Norwegian and the European market. Finally, then, Jotun, which has had a very good development trend over the last few years.

This continues in 2013 , in spite of the fact that, demand for ship paint has been lower in 2013 . This is more than weighed up by good growth in other areas, and we saw good growth both at the top line and particularly in the bottom line in Jotun. Jotun is continuing to expand both in Russia and the U.S. and entering into new markets such as Myanmar, Bangladesh, and Morocco in 2013 . That was a brief presentation of financial statements and some comments about this area.

I would like to thank both the CEO and CFO for concrete, specific, and very thorough accounts. Thank you. I would now like to give the floor to Chair of the Board, Stein Erik Hagen, who will give a brief account for the considerations on which the board's proposal for share dividend is based. Thank you. Orkla 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.

Like you hear, Orkla would like to grow in brands, and over time, to become a pure play brand company headquartered in the Nordic countries. The group still also has substantial assets in industrial and financial investments that are outside the area of Branded Consumer Goods. These investments will be divested over time, ensuring strong financial flexibility with a view to expansion in Branded Consumer Goods . In general, Orkla will nonetheless constantly strive to consistently maintain an investment-grade credit rating in relevant credit markets. During the transformation phase that Orkla is in, it's experiencing, the cash flow from brands, in addition to earnings and the disposal of operations outside of brands, are contributing to the group's dividend capacity. Accordingly, it is the board's intention to maintain the dividend at the current level throughout the transformation phase.

The company's dividend capacity after completion of the transformation phase depends on how much we invest in new branded goods operations. Generally speaking, the board is of the opinion that a Nordic-anchored brand name company should have a relatively high dividend share. Based on Orkla's dividend strategy and the group's financial positions, as just presented by Peter Ruzicka and Terje Andersen, the board of directors moves to adopt a dividend for 2013 of NOK 2.50 per share, which is on par with the ordinary dividend paid for 2012. Based on the AGM's resolution for a share dividend of NOK 2.50 per share, the dividend will be paid out on 25th of April, 2014 to those who hold shares on the date of the annual general meeting.

The shares will be listed exclusive of dividends tomorrow on the eleventh of April. In 2013, amendments were enacted in the Public Limited Liability Companies Act that allow a more flexible payment of dividends. One important modification is that the general meeting can authorize the board to decide on dividends during the year. The board has not requested such authorization this year. It might nonetheless be of interest for Orkla to distribute the year's dividends over two payments per year. Accordingly, at next year's AGM, the board will consider whether to request such an authorization for fiscal 2014. Over time, Orkla has allocated substantial capital to its shareholders. Since 2004, Orkla has allocated NOK 36 billion 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.

The board of directors has not used the authorization granted at the annual general meetings in the past two years. Under item five on the agenda, the board will move that the authorization be renewed. Thank you. The company's state-authorized public accountant, Jan Egil Svendsen, will then refer to the auditor's report. It has been submitted by the elected accountant, Ernst & Young AS. And for those of you who have the annual account ahead, in front of you, you find it on page 117. As mentioned by the moderator, our auditor's report is presented on page 107 of the annual report, and the conclusion are shown on screen behind me. Our auditor's report is addressed to the general meeting and is signed and dated seventh of February, 2014.

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 thirty-first of December, 2012 , and of the comprehensive income and cash flows during the year under review, and the information disclosed in the directors' report, the report on corporate governance, and the allocation of the profit and 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. Yes, thank you. That's what the audience would like to hear from the auditor. We now open the floor for questions or comments.

If anyone would like to ask questions or comments, you can either step up to the rostrum, or you can stand where you are and wait for a microphone to be handed to you. As to the topics at hand, I would like to say that the statement of guidelines for remuneration will be discussed under a separate item on the agenda, and it has been included in the annual report. And for the sake of good order, there is also press available here that are able to attend the annual general meeting, but do not have the right to speak unless they are also shareholders. Would anyone like to take the floor? All right, just wait for a microphone, please. Yes, my name is Tollef again. We have now seen a graph for dividend for the previous years.

Can you please tell us how the share price developed over the same period? Because we are here as owners, and we are interested in that trend, too, and that will also help illustrate how we and other shareholders look at it. If there are no such graphs, then I would like to recommend that you also include such a graph for the next year annual general meeting, because we are interested in the share price development, too. Would the CEO like to give a comment? We don't, we haven't prepared such a slide here, a graph, but we are happy to include it at next year's annual general meeting, so that we can show the overall return on yield on the shares, but also that we can show the share price.

Are there any other questions or comments? Yes, if you stand up, please wait for the microphone. Please introduce yourself. My name is Dahl. I see that the weakest part of- Can you please hold the microphone closer to you? It's more-- It's easier for us to hear you. Hold it up, please. Can everyone hear me now? Yes. I see that the weakest performing part of Orkla's operations is Orkla International, and the company has then faced the consequences of the poor performance. There is not much mention of it, but if we look at the key figures, Orkla International contributed with only 8% of Orkla's total revenues, while the number of employees in that part of the international operations actually total 5,000, while Orkla Foods have 4,000 employees.

I mean, there seems to be a great contrast between these figures, these numbers, when you look at them in detail. I would like to hear some further details, for instance, when it comes to how many years this trend has lasted for this low performance in the international operations. Is it the economic cycles, or are there any other reasons for this performance? Because if one, for instance, see that one has ended up in such a position after a relatively short time, then maybe one has made some bad decisions. Based on my own experience, sometimes large companies have a tendency to dive into new markets too quickly, too soon, and then thinking that with size and assets will actually be able to perform much better.

Since this is the weakest performing operations, then maybe you can offer some more information to us. Yeah, that was probably a combination of both a comment and a question, and we address it to the CEO. Please answer. Yes, your observations are naturally very correct, and as we've also stated in our annual report, but the overall picture is a complex one. The poor performance in international operations is linked to Russia, and the poor performance has accelerated over the past few years in Russia. The other part of the international operations, which is India, as Terje Andersen said, is doing very well, is developing very soundly. We have activities in Poland, and as I accounted for, we are in the process of divesting it, of selling it. We also have Austrian operations that are doing very well, but the figures are low.

We also have operations in the Czech Republic that follow with the acquisition of Rieber, where the performance is not satisfactory. So this is rather a complex picture. With hindsight, it's easy to say that the investments were made over the past 10 or 12 years in Russia, maybe we shouldn't have done them. Therefore, we're facing the consequences and saying: "All right, we will withdraw from that market." As for your reflections around the number of employees compared with the total revenues, that is because the value of what we sell, especially in India, is very low, but the volume is very high. The MTR volumes are actually higher than the overall volume of Rieber and so on in terms of tons, but the value per kilo or per ton is very low and it's more labor-intensive.

That is part of the reason why there are so many more employees compared relative to the revenues. Thank you. Any other questions? Any other comments? That does not seem to be the case. All right. Next, we'll move to a vote on this point. The vote has presented the following motion, and approval of the financial statements for 2013 for Orkla ASA and the group, as well as the directors' report, including approval of a share dividend for 2013 of NOK 2.50 per share, except for treasury shares, be adopted. Can we adopt this motion? Anyone voting against? That does not seem to be the case. Under each item, I will inform you of the number of advanced shares.

ballots with 28,607 votes cast against, and 120,534,704 advanced absentee ballots. What you will remember from previous annual general meetings, that particularly international or foreign shareholders then notify us of the votes, and some of them vote on principle against them, but I will also even though if the motion is adopted, I will still read out the number of votes against. All right, we have adopted it. Let's now move to item three on the agenda. We come back to Orkla's terms and conditions policy, remuneration of executive management, and the group's incentive programs.

The point will be dealt with as follows: 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 6-16 of the Public Limited Liability Companies Act, and which are to be dealt with by the AGM in accordance with the Act. Chairman of the Board, Stein Erik Hagen, will subsequently review Orkla's terms and conditions policy, and the main points in the board's statement, as it here appears in note six, the accounts of Orkla ASA. And lastly, we will take the votes that the general meeting is required by the Act to take.

As it is, the Board of Directors shall draw up a statement of guidelines for pay and other remuneration of senior executives, and this is laid down in Section 6-16 a 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, explanation of the executive salary policy pursued in the preceding fiscal year, new or amended agreements with the CEO and other leading employees during the past fiscal year. The declaration is included in note 6 to the accounts for Orkla ASA, which you can find on page 103 of the printed annual account, and was made public at the same time as the notification of the general meeting.

The general meeting shall discuss the Board of Directors' statement in accordance with Section 5-6 of the Public Limited Liability Companies Act. First, the general meeting shall conduct an advisory vote on the board's guidelines for the upcoming financial year, and then we will approve the guidelines for share-based incentive schemes. We will revert to this, but first, I would like to give the floor to the Chairman of the Board, Stein Erik Hagen, who will give us an account of this statement. Thank you. First, I will give a brief description of Orkla's compensation policy, Orkla's long-term bonus program, and the scheme involving shares for employees. I would otherwise also direct your attention to note 6 to Orkla ASA's financial statements that have been sent out, and I assume there is no need to read this aloud.

Orkla's terms and conditions policy is the total of instruments available to attract, further develop, and retain the expertise that we need. The monetary part is divided into two elements: fixed remuneration, that's fixed salary and accrual of pension, and then there are variable components, annual bonuses, and long-term bonus programs. The guidelines recommend being competitive in respect of 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. 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 , a cash-based long-term incentive program was introduced for managers and key personnel, replacing 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 two years, 50% is paid out, and for the remaining three years after accrual. Each year, the collective payments from the total. 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 .

For several years, the group has had a program that gives employees the opportunity to buy a limited number of shares. In 2013 , the maximum amount before discount was approximately NOK 40,000 at a discount of 30% in relation to the market price of the share. In 2013 , this program covered around 12,400 employees in 24 countries. The Board of Directors recommends that the general meeting resolves to continue the share scheme for employees on the same terms as in 2013 . I will now give the floor back to the moderator again.

Thank you very much. Are there any comments or remarks? No, they appear not to be the case. This brings us then to AGM's advisory vote on Orkla's terms and conditions policy, and the approval of the share-related elements.

The proposed resolution in section 3-2 , the advisory vote, is that the general meeting endorses the board's statement on remuneration to key management personnel, described in note six two to the accounts of Orkla ASA. Would anyone care to vote against this proposal? This appears not to be the case. We're amongst the proxies, and ten million nine hundred and ninety-two thousand one hundred and 17,568 are voting for, so this has been approved. And then to point three three, approval of guidelines for share-related schemes. The proposed resolution is that the annual general meeting approves the board's proposal for share-related remuneration associated with, one, long-term incentives for executives and key personnel, the bonus bank linked to the total yield on Orkla share, and two, the sale of shares at a 30% discount to employees.

Would anyone care to vote against this proposal? Nope. Well, this appears to be the case now from the advanced votes. We have 8,258,020 shares voting against. This proposal then has been adopted. We then move to point four, the agenda note four. This point will be dealt with in three parts. First, I'd like to give you a brief introduction to the topic. After that, the Chair of the Board will provide more details about the Board of Directors and the group's work on the issue of corporate governance. And after that, we will be taking comments and questions from the floor.

So this corporate governance concept is, of course, in Norwegian, it translates as. And we find the Norwegian rules in the Norwegian Code of Practice for Corporate Governance. The code entails that the board must ensure that the company implements sound corporate governance, and provides a report on the company's corporate governance in the annual report. And if the company does not fully comply with this code of practice, this must be explained in the report. This is comply or explain principle in English. Further, it states that the company should clarify its basic corporate values, and in line with this, formulate ethical guidelines.

Listed companies are to have a corporate governance that makes a clear internal allocation of responsibilities and duties between the shareholders, the board of directors, and the day-to-day management, and they must give an overall report in the annual report or in a document referred to in the annual report. Special reporting requirements also apply pursuant to Section 3-3b of the Norwegian Accounting Act. The report shall be dealt with at a general meeting as an information item. This is something we are being informed of, that the board has done, so the general meeting need not approve the report. This ensues from Section 5-6 , fourth subsection of the Public Limited Liability Companies Act. Orkla reports in compliance with Section 3-3b of the Norwegian Accounting Act, as well as the code of practice.

A detailed report on this may be found on pages thirty-one to thirty-eight of the annual report, and I will also consider this to be a detailed report. As indicated by this report, Orkla is in compliance with the code of practice for the most part. Since the report has been made available to the shareholders in advance of the AGM, we will not reiterate the contents in detail. Like I said, it is rather extensive and thorough. However, Stein Erik Hagen will give us an idea of how the board of directors and the group deal with this topic on an ongoing basis. He will also refer to two minor points on which the company has reported departures from the code of practice. And I give the floor to the chairman of the board.

Like I said, I will not delve into the individual details of the Board's report on corporate governance. I refer to the annual report. Instead, I would like to focus on how the Board of Directors deals with corporate governance. But first, several points of interest at the outset. The objective of Orkla's principles for sound corporate governance is that they pave the way for long-term value creation, which benefits 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. In this connection, I would like to highlight Orkla's desire to promote sustainable social development. The global challenges linked to consumer health, climate change, and shortages of resources imply a responsibility at the same time as they entail commercial risk, as well as development opportunities for the group.

As a leading Nordic player, we have an opportunity to exercise influence, and we would like to take advantage of it. Orkla contributes to sustainable food production through high standards for food safety, development work linked to nutritional health, conscientious use of resources, and improvement work in the supply chain. This year, I would like to acknowledge Orkla's determined efforts to reduce the use of palm oil and to promote sustainable palm oil production, as well as the work to decrease the sodium and sugar content in Orkla's products.... The Group's attitudes to corporate social responsibilities are also described in more detail in Orkla's sustainability report. Orkla's board takes a proactive view of sound corporate governance, and we will, at all times, ensure that Orkla complies with the requirements posed in Section 3-3b of the Norwegian Accounting Act and in the Code of Practice.

The board attaches a great deal of importance to the annual treatment of the Group's report on corporate governance. Working with the report gives us an opportunity for an annual reality check, and the process helps increase our awareness over the most important topics dealt with in the report, ensuring that this will once again permeate the work of the board with individual cases throughout the rest of the year. 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. The Group's standards and expectations of Orkla's companies and the individual employee are described in Orkla's governing documents and presented collectively in the Orkla Way. The paramount principles for good corporate governance are integrated in the Group's governing documents.

This helps ensure that the principles for good corporate governance permeate the decision-making process in the group, companies, and bodies, making it an important element in its corporate culture. Over the past year, great effort has been invested in clarifying Orkla's vision and strategic pillars. Orkla's vision is to improve everyday life with healthier and more enjoyable local brands. Our vision should be achieved through determined efforts within four strategic pillars: local brands and innovations, customers and markets, operations and efficiency, and people and leadership. The principles for sound corporate governance form the basis for this work, too. As mentioned by the moderator, Orkla is largely in compliance with the guidelines laid down in the Code of Practice.

According to current rules and recommendations, any discrepancies from the Code of Practice shall be explained, and there should be an explanation of how the company has organized its activities in a different way. Orkla reported two minor departures from the Code of Practice. One is in accordance with Article six of the Code of Practice. The entire Board of Directors should be present at the general meeting. Members of Orkla's board are present at the general meeting, but for a variety of reasons, the entire Board of Directors does not usually participate. This may be due to illness or scheduling collisions, nor have the types of items dealt with by Orkla's general meetings in recent years been of such a nature that it has been necessary for all the board members to participate.

The Chair of the Board of Directors, the President and CEO, and the rest of corporate executive management attend the general meeting and can answer any questions that might be raised. The second point is in accordance with point 14 of the Code of Practice. There, the Board of Directors has drawn up general principles for how it will act in the event of a takeover bid. It was not considered expedient to draw up detailed general principles for how to act in response to a takeover bid. However, the Board of Directors supports the wording of the Code of Practice as related to takeovers and will comply with it in the event a takeover bid is received. Thank you. Are there any questions, any comments regarding this report?

That does not seem to be the case, and then I invite the Annual General Meeting to take this report under advisement. So done.

Now, let's move on to agenda item number five, which is authorization for the Board of Directors to acquire treasury shares. At the annual general meeting on eighteenth of April, 2013 last year, the board was authorized to acquire treasury shares up until the annual general meeting in 2014 . The Board of Directors has proposed that the authorization be renewed, and Chair of the Board, Stein Erik Hagen, will explain the reason for this proposal. Please go ahead. Thank you. Authorization for the Board of Directors to buy back treasury shares has been given on a regular basis ever since legislation opened the doors for this in nineteen ninety-eight. The buyback of treasury shares for cancellation is one of several possible instruments the company has for transferring values to its shareholders.

In addition, the company has a certain need for treasury shares to cover its obligations under current incentive programs adopted by various general meetings and the share option scheme for employees. The authorizations have been used for moderate buybacks. From nineteen ninety-eight up until the present, Orkla has acquired a total of 86.2 million shares in Orkla ASA using this authorization. As I mentioned earlier, no treasury shares were acquired under the authorization granted by last year's general meeting. On average, over the past five years, Orkla has bought back 0.3% of the outstanding shares per year. Whether and to what extent buybacks should take place under the authorization will depend on a concrete assessment of, among other things, the capital situation and the share price. As indicated in the notice.

It has been proposed that the board of directors, once again this year, will be authorized to acquire shares in Orkla ASA with a nominal value of up to NOK 125 million, divided among up to 100 million shares. The group's aggregate holding of treasury shares can never exceed 10% of the shares outstanding at any given time. It has been proposed this year, as in previous years, that the authorization shall apply for one year. This is in compliance with the Code of Practice for Corporate Governance. The proposal provides, as in previous years, that any shares that the company might acquire under the authorization can be used for one of the two following purposes: One, they can be amortized, that is stricken, and a 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 treasury shares are acquired on the stock exchange. The buying and selling of treasury shares has an impact only on the company's equity, not on its income statement. Thank you. Thank you very much. Does anyone have any comments or questions about the, what has been presented? It appears not to be the case. The Board of Directors, as mentioned by Chair of the Board, has specified two special purposes for which the authorization can be used. It cannot be used for other purposes. We will vote now on each of the individual purposes.

As you see on the screen, 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 no more than NOK 80. The Board of Directors shall have a free hand with respect to methods and acquisition and disposal of treasury shares. This authorization shall apply from eleventh of April, 2014, until the date of the Annual General Meeting in 2015. That is, item one.

Item two, the authorization can be used to fulfill current incentive programs adopted for employees and incentive programs for employees adopted by the general meeting under item three three on the agenda. And then number three, the authorization may be used for the acquisition of shares for amortization. Is this clear? Are there any votes against the proposal for an authorization against? This appears not to be the case. Did somebody ask for the floor? No. None of those present to vote, of those advanced 101,717 shares against the first criteria, and then 380,105 shares voted in favor in against the second criteria. This matter then has been adopted in line with the proposal.

Then we can move on to agenda item six.

Minimum notice of an extraordinary general meeting. Pursuant to Section 5-11b of the Securities Trading Act and Article 11 of Orkla's Articles of Association, the deadline for convening a general meeting is 21 days. However, the Securities Trading Act allows the general meeting to decide that a notice of an extraordinary general meeting shall be sent at the latest two weeks prior to the meeting. The background is to facilitate a more effective administrative procedure if a need were to arise to convene a general meeting between the annual general meetings. It is worth noting that one prerequisite for applying a shorter term of notice is that there is a satisfactory system for electronic participation in the general meeting. That is, there is no need to be present physically or to use a proxy or to vote in advance. As of today, such a system does not exist.

Once such a system is in place, however, the board would like to have this tool available if there were a need to convene a general meeting. A decision calls for a two-thirds majority of the general meeting, and the decision will apply only up until the next annual general meeting. The board has proposed that the AGM adopt such a decision, and the Chairman of the Board of Directors will give a more detailed explanation about this. Thank you. The board's reasons for the motion for a shorter minimum notice of an extraordinary general meeting are related to the fact that this year, like last year, the board has not proposed a general board authorization to increase the share capital. The board is of the opinion that it would be both expedient and desirable if the general meeting were involved in questions about share capital increases.

The need for a simple, swift administrative procedure may nonetheless still be present if the company were to encounter a situation in which it might be relevant to further develop the group by issuing shares. It is against this background that the directors see it as an advantage to have the opportunity to elicit the general meeting's point of view on matters with a shorter deadline of 14 days, instead of for the ordinary deadline of 21 days. Are there any questions, any comments to this? What we're asking you here is... that like many other countries has asked their general meetings for is the possibility to have a shorter notice period. If we have a system in place that can ensure that it's simple, efficient, and swift for the annual general meeting to convene at shorter notice.

But we point out this system is not in place as of the present day, and this is also confirmed in the board's proposal. I think there was one question down there. I believe it is Mr. Tollef. Yes, well, I'm not going to be a heckler here, but under which situation might this be relevant? Well, we cannot give a very detailed answer. If in case of a takeover, if one were going to use the treasury shares to pay for part of the acquisitions, if one compete with other companies, there is a time pressure that one would want to make such an acquisitions, then, of course, one might apply such a system.

But of course, you may say that the difference between three weeks and two weeks are not that big, but this is also an authorization that many other companies have asked, and therefore, we also put it to the general meeting to ask for this. No one would like to add, general director? All right, can we move to adopting the motion? Any other questions, comments? No. Up until the annual general meeting in 2015 , the Board of Directors may decide to convene an extraordinary general meeting on not less than two weeks' notice if the board, in accordance with Section 5-8a of the Public Limited Liability Companies Act, has decided that votes may be cast electronically at the general meeting. Are there any votes against this proposal? That does not seem to be the case.

We have received 59,540,406 advanced absentee ballots against, but this is not sufficient. So, the motion is adopted in line with the board's recommendations, with the number of votes against, as is stated. We will now move to item seven on the agenda, and this is a new item for the agenda of the general meetings. That is because we, as a result of the fact that we decided to dismantle the Corporate Assembly last year, because previously, the Corporate Assembly would also elect members for the board, and now we will elect members directly to the board.

The Directors were elected. As I said, the Corporate Assembly was dismantled in May 2013 , and the shareholder-elected members of the Board will now be elected directly by the general meeting. Directors were elected by the Corporate Assembly on May 2013 for a term of office of one year. All the shareholder-elected Directors are therefore up for election. Seven Directors are to be elected. The Nomination Committee's roster of nominees is dated 20th of March, 2014 . It has been available to the shareholders on the company's website. The recommendation has also been made available to the shareholders here present. The undersigned will, as Chair of the Nomination Committee, report on the work of the committee and the roster of nominees. If I could first begin to say something about the work of the Nomination Committee, it would be natural to look at the composition.

In the Nomination Committee, Vidar Dahl has been present as a representative for the employees, employee representative in the Nomination Committee. He provides as supplementary provision, and it's also. He does not take any part in the recommendation of members to the board. Beyond. Apart from Vidar Dahl, this committee has consisted of Ola Svarva for the National Insurance Fund, Folketrygdfondet, Leiv Askvig for Director of Sundt AS. He was elected to the board to represent the international institutional investors. Nils- Henrik Pettersson represents Canica, and the undersigned, who is Chair. In the recommendation, in item seven, it says, "The members of the Nomination Committee should be selected, taking into account the interests of the shareholders in general. Should consist, so that one takes into account the interests of the shareholders in general.

There's also previously been the opinion of the general meeting that this composition represents this. The majority of the Nomination Committee should be independent of the Board of Directors and other key management personnel. That is the case. At least one member of the Nomination Committee should not be a member of the Corporate Assembly, supervisory board, or the Board of Directors. That has been satisfied. The CEO or other key management personnel should not be a member of the committee. That's also the case, and the AGM should stipulate more specific guidelines for the Nomination Committee. The general meeting has done so, and these are used as a basis for the Nomination Committee's work in Orkla. If we look at the method of operation, perhaps if I look first at the instructions.

If we look at the instructions or guidelines for the Nomination Committee, these were adopted by the general meeting on 20th of-- 22 of April, 2010 , and a minor amendment was made on the eighteenth of April, 2013 . The instructions are available on the website of Orkla. The instructions set out further provisions regarding composition and election, consisting of two to five members, with a term of up to two years. A remuneration of the committee determined by the general meeting. The tasks of the nomination committee recommend-- provide recommendations to the general meeting, which I'll get back to. Further requirements, the substance of the requirements in order to fulfill the requirements set out by NUES, regarding, among other things, composition and independence, and all status, the procedures.

If we then look at what actually happened, the working methods since we met last year, one year ago, we have had a total of 11 meetings in the election, in the nomination committee, and five meetings in 2013, beginning in September, and six meetings held in 2014. If I could just make one extra comment to this, I think this expresses a tendency you'll see in several companies, that the nomination committee's work becomes more comprehensive. One begins work at an earlier stage, and it is a thorough piece of work carried out by the nomination committee. Of course, the general meeting should be happy about this and attach importance to this.

If we look at the activities that have been carried out, we've had meetings with the chair of the board and the CEO, in particular, to hear of any changes in the strategy, in the requirements concerning expertise in the board, requirements concerning dynamics, which will affect the recommendations we make to the shareholders at the general meeting. We've been presented with and reviewed external evaluation of the board and at regular intervals. This is carried out by means of, with the aid of, external expertise. There's no requirement that this should be carried out at each time with external expertise, nor is it necessary, but from time to time, it can be a reasonable thing to do. This was carried out with the aid of Korn Ferry.

We had a thorough review of the Nomination Committee with the representatives for the employees. We have written to and contacted the 20 largest shareholders in Orkla, encouraging them to nominate candidates and any viewpoints. The information on possibilities to make suggestions and nominate candidates for the chair of Nomination Committee have been posted on the company's website, and the company has also hired Russell Reynolds to assist us in assessing and considering candidates presented to the general meeting.

If we then look at the recommendations to the general meeting, as made by the Nomination Committee, this election is a recommendation concerning election of a shareholder, elected members of the Board of Directors, and election of the chair and deputy chair of the Board of Directors, election of members of the Nomination Committee, election of the chair of the Nomination Committee, and remuneration of members of the Board of Directors to provide recommendations concerning remuneration of members of the Board of Directors. If we then move to the recommendation by the Nomination Committee, you will understand from what you've read and what you've read in the newspaper, if you haven't, if you don't know it now, you will know it now, that the CEO of Orkla is Peter Ruzicka.

As he said, he was previously a director, but with effect from the 10th of February, 2014 , he was hired as President and CEO and resigned as director at the same time. Jesper Ovesen, as was mentioned by the Chair of the Board, he has informed the Nomination Committee that he will not be running for re-election. The Nomination Committee recommends the re-election of the other directors. That is Stein Erik Hagen, Grace Reksten Skaugen, Jo Lunder, Lisbeth Valther Pallesen, and Ingrid Jonasson Blank. The Nomination Committee further recommends two new members as new directors, both of whom are present here today. I would ask Lars Dahlgren to please stand up, and Nils Selte. Where are you, Nils? There you are. That you be recommended as new members of the board.

Nils Selte has his background from the Hakon Group and ICA Ahold, and he is currently CEO of Canica, the largest shareholder in Orkla. Lars Dahlgren has a long career at Swedish Match AB, and has been CEO of Swedish Match since 2008. Lars Dahlgren had no former earlier affiliation to Orkla and is independent of Orkla's principal shareholders. I'd also like to say that we are very grateful that both of these individuals wish to be members. We've had a thorough review. We've had good candidates. We have had interviews with several candidates, and I think we got our first choice. I think it's a good thing that we are to say this, we can say this, so we are very happy that you are standing for election.

Do you have any questions or comments from the floor as regards the account concerning the work or the recommendations to the board? There, this appears not to be the case. Then we can now move to the election. Is there anybody who will vote against the recommendation by the Nomination Committee? This does not appear to be the case. As regards advance votes, we have received votes and against one or more of the proposed candidates from nine million, one hundred and sixty-seven, five hundred and seventy-six shares. We have received 119,398,748 for the recommendation by the Nomination Committee. This has then been adopted in line with the proposed recommendation. As regards the term, this can be found under Section 4, second paragraph.

The term of the office can be stipulated as being for up to two years. The Nomination Committee is of the opinion that an annual assessment of the overall composition of the Board will result in greater flexibility, and proposes that the term of office be set at one year. This has been the case in recent years, and I would say that this is a practice followed up by other companies. Can we continue this practice here at Orkla? Yes, we can. Then let's move now to agenda item eight.

Election of Chair of the Board of Directors and Deputy Chair. Under the rules of the Public Limited Liability Companies Act, the board of Orkla ASA itself shall elect its chair, if the chair is not elected by the general meeting. The board would like to follow the Norwegian Code of Practice for Corporate Governance, Section 8, and so it has moved that the chair and deputy chair of the board be elected by the general meeting, that is us. The Nomination Committee's roster of nominees is dated 20th of March, 2014 , and has been accessible to the shareholders on the company website. The roster has been made available to those shareholders here present. At the Corporate Assembly meeting in May 2003 , Stein Erik Hagen... Well, actually, I believe it should be in May 2013 .

Stein Erik Hagen was elected chair of the board of directors, and Grace Reksten Skaugen was elected deputy chair, and in line with previous practice, the term of office was set at one year. I mentioned that the nomination committee has reviewed this practice and received good feedback on the composition and the practice. The nomination committee therefore recommends the re-election of Stein Erik Hagen as chair of the board and Grace Reksten Skaugen as deputy chair. Both are nominated for a term of one year, and both has accepted re-election. Are there any questions, any comments from anyone in attendance? Please. Hello. Yes, Sigurd Sæther. As for the Deputy Chair, Skaugen, according to the annual report, she doesn't hold shares in the company.

Isn't it natural that someone with personal interest in the company should, in such a key position, should be actually more interested in the company and when it comes to having stakes? I would like to offer two or three comments here. First, it is not a criterion on the part of the nomination committee that the members holds shares in the company. There are different views, different practices here. We also see that an increasing number of shareholders appreciate that members of the board hold shares in the company, and that this is a practice that is upheld to an increasing extent. We have discussed it. We have not put this as prerequisite or as a requirement by the nomination committee.

We can request this of our members, but we do not see it as a natural point that this should also be a requirement or a prerequisite. May I make a second comment? Yes, please. Then I would like that Reksten Skaugen account for her own motivation for her work. I mean, if she doesn't have any own shares, I mean, she can accept that, but that she also give an account of her motivation. This, as Chairman, I would like to say a few words. Someone more engaged and someone who focuses more on the best interest in Orkla is someone that you would have to look far and beyond to find. She really works very hard and breathes Orkla on a daily basis, so she is a very good deputy chair. Was that an answer to your question?

And then something was said off mic. The interpreters could unfortunately not hear it. Actually, I believe that we put this to the vote, this recommendation that presented to the annual general meeting. Anyone voting against? That does not seem to be the case. Here, I would also like to refer to the number of advance votes cast. 1,185,518 votes have been cast against this motion. 3,842,068 against the deputy chair. 127 million and 124 million votes in favor, respectively. In addition to those attendants, then this recommendation has been adopted with an overwhelming majority, and I would like to congratulate the newly elected chair and deputy chair.

Next, I mean, this, what you actually did was actually an historic incident. This is the first time that the Annual General Meeting has made a direct election of the chairman of the Board, and actually, because this is one of the most important decisions that we make when it comes to the composition of the board, and that the shareholders have done so directly. Next is also important, agenda item nine, election of members to the Nomination Committee. The undersigned, I joined the Nomination Committee in 2003. I have chaired the committee since 2010, and I personally believe that it is useful with, some sort of rotation in such position. I have therefore informed the Nomination Committee that time has now come to let new people take over the chairmanship.

So I, Idar Kreutzer , Ola Svarva, and Leiv Askvig, were all elected in 2012 for a term of two years, so therefore, they are up for election this year. The undersigned has informed the nomination committee that he will not be running for re-election. Ola Svarva, who has also been a member of the nomination committee for a long time, had done the same. The nomination committee recommends the re-election of Leiv Askvig. The nomination further recommends that Anders Christian Stray Ryssdal, who is present here today, and Karin Bing Orgland. Is she here? Karin is over there. She is also present. Be elected as new members of the nomination committee. Anders Christian Stray Ryssdal is also a lawyer and a partner of Wiersholm Law Firm, and she has also been president of the Norwegian Bar Association.

And Karin Bing Orgland is also an advisor from Berg-Hansen, and she has also been in charge of a major bank in Norway, and Orgland would represent the Norwegian institutional shareholders on the Nomination Committee. The Nomination Committee recommends electing them for a two-year term of office. Are there any other proposals? Any questions, any comments? That does not seem to be the case. That brings us to the vote. First, can Karin Bing Orgland and Anders Christian Stray Ryssdal be elected in line with the recommendations? So be the case. At this point, actually, we have 500 and 28,497 shareholders have voted against, so the recommendation has hereby been adopted in line with the recommendations. The term of office has been recommended a two-year until the Annual General Meeting, 2016 .

Do we need to put this to the vote, or can we actually just say that this is considered adopted? So be the case, a two-year term for the members of the nomination committee. Next, agenda item 10, namely, the election of the chair of the nomination committee. The undersigned, as I said, has been chair of the nomination committee since 2010, but will not be running for re-election. However, the nomination committee recommends that Anders Christian Stray Ryssdal be elected as the new chair of the nomination committee. Anders Christian is still here, present at the front row. Are there any questions, any comments, any alternative proposals for the office of Chair of the Nomination Committee? Does anyone vote against the nomination committee's recommendations? That does not seem to be the case.

We have received 501,097 advance votes cast against, and 127,945,697 in favor. In addition to the votes present here, it is an overwhelming majority for the recommendation as Anders Christian Stray Ryssdal as the Chair of the Nomination Committee. We congratulate you upon your new office.

Now to remuneration of the directors. Some people feel that this should be a calling, of course, but it is found that a reasonable form of remuneration is not a bad idea. The Corporate Assembly has practiced an annual adjustment of the board's fees and to the members of the board committees in line with the general wage trend. Otherwise, it was kept as a regular figure for a number of years, and then a raise was given. And now we have it adjusted. This pretty much in line with the annual wage trend each year. We recommend that this be continued unless specific circumstances would indicate otherwise.

We recommend an approximate raise, rise of 3% in the fees to the board of directors and the committees, board-appointed committees. If you look at the wage trend in Norway, I think this is a rather conservative assumption. On this point, the employee recommended board member has heard-- listened to this and has approved it. Any other comments or remarks? Anybody who would vote against the proposal? presented by the Nomination Committee? This does not appear to be the case. This then appears to be the case. 49,185 votes against, and then a 128 million, or thereabouts, for. And this then has been adopted in line with the recommendation. This brings us now to agenda item number 12, approval of the auditor's remuneration.

This is then the case that the cost of statutory auditing services for Orkla ASA for 2013 is NOK 2,486,464. I should also notify you of the aggregate remuneration to Ernst & Young AS for the group in 2013, totaled around about NOK 37 million, compared to about NOK 30 million in 2012. The auditing fees to other auditors amounted to around NOK 2 million. Reference is made to note six in the accounts of Orkla ASA for a more detailed description. I would propose that the auditor's fee be approved. I'd like to make one small comment to the amount regarding fee.

Beyond that, which is to be approved, this has to do with matters concerning structural nature carried out in 2013 , which in which one recruits expertise in order to carry out and implement the issues of a major financial consequence. This then explains the deviation between these two figures. Any questions as regards the statutory auditing service and the amount NOK 2,486,464, over which we will vote? This does not appear to be the case. Anybody voting against? This is not the case. Here, there are 436,824 prior votes against.

Then the statutory auditing services fee has been adopted in line with the figures. There are no further matters requiring decision by the general meeting. I would ask Anne-Kristin Brautaset to remain in the venue to co-sign the minutes. All votes have been counted and the results announced. I would like to thank you for today. But by way of conclusion, I would like to give the floor to Chair of the Board, Stein Erik Hagen, to round off today's annual general meeting. Please remember to take with you the goods that are being handed out at the entry. I'd like to thank you, Idar, and also Ola, who is not present here, for the work you have carried out in the nomination committee of Orkla. You have been a member of the committee for very many years.

Over the last four years, you have chaired it steadily, and we have been given good recommendations, which most certainly have had a gathering effect. And you've done a lot of good work. I'd like to give you a small present to thank you for your-

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