I would like to welcome everyone, and I hereby declare this annual general meeting of Orkla ASA to be open. My name is Liselott Kilaas, and I'm a member of the Orkla Board of Directors. Our Chair of the Board, Stein Erik Hagen, sends his apologies for not attending. He recently underwent minor surgery and is on a short sick leave. The board has therefore appointed me to open the annual general meeting and represent the board on relevant items. Furthermore, the Chair of the Board has authorized me to exercise all proxies issued to the Chair of the Board. This year, we're holding a digital general meeting, and we wish to thank all shareholders who have joined the meeting today. We want to start by giving you some practical information, and I now give the floor to Camilla Tellefsdal Robstad from the AGM Secretariat. Thank you.
You have four buttons at the top of your screen that you may click on, Home, Messages, Voting, and Documents. By clicking Home, you'll find further technical details about how the system works, and I recommend that you read the text there. The Messages icon enables you to see messages posted by other shareholders. You may also submit your own questions and comments in writing to the annual general meeting if you so wish. The Documents icon will give you a copy of the notice convening the annual general meeting and other relevant documents. The Voting button will take you to the items to be dealt with here today, and the Voting icon will also appear on your screen when we move from one item to the next. It is now closed for further shareholders to log in.
DNB is preparing the list of shares represented at the AGM, which will be read out when ready. I now give the floor back to you.
Thank you. The annual general meeting has been scheduled by the board pursuant to Article 8 of the Articles of Association. The notice, dated 31st of March 2026, was sent to all shareholders with a known address. It was also announced in the stock exchange bulletin and on our website the same day. The documents to be dealt with at this annual general meeting have been made available to the shareholders on the corporate website. Any shareholders who nevertheless preferred hard copies of the documents have been able to get them at no charge by requesting them from the company. We have not received any objections to the notice. The general meeting is hereby declared to have been legally convened.
Those who are present in person here today is a representative of the board, me, Liselott Kilaas, the proposed chair of this meeting, Karl Otto Tveter, CEO Nils K. Selte, and the general meeting secretariat, represented by Camilla Tellefsdal Robstad, General Counsel. The company's auditor, Kjetil Rimstad from EY, and others are CFO Arve Regland, and a representative of the nomination committee, Nils-Henrik Pettersson. I would also like to introduce the company's board of directors. Consists of Stein Erik Hagen, Liselott Kilaas, Peter Agnefjäll, Christina Fagerberg, Rolv Erik Ryssdal, Caroline Hagen Kjos, and Bengt Rem. Elected by and from among the employees are Terje Utstrand, Roger Vangen, and Ingrid Sofie Nielsen. Next, we move to the list of shares represented here today, and we have the following percentages of the share capital represented. 506,237,024 shares are represented by advance votes.
1,557,484 shares are represented by proxy to the Chair of the Board of Directors or his designee. 250,286,515 shares are represented by voting instructions to the Chair of the Board or his designee. Online, we have 11 shareholders participating who vote for 202,189 own shares. In sum, this 758,184,443 shares that are represented, accounting for 77.23% of the share capital with eligible voting rights. The general meeting, according to the rules laid down in the Public Limited Liability Companies Act, the general meeting is opened by the Chair of the Board, that is me. We will now open the voting function and move forward to deal with the first item on the agenda, which is the election of a meeting chair. The Board moves that Karl Otto Tveter be elected to chair the meeting. Tveter is a lawyer and independent of the company's board and group executive board.
I now ask all those of you who have not yet cast your vote or who want to change your vote to do so now. Please note that you may also vote on remaining items now if you so wish. We will wait a moment to give everyone time to vote. We can't see that any further comments to this item have been made, and we now close the vote. The votes cast have now been counted, and Karl Otto Tveter has been elected Chair of this meeting. A shareholder is also to be appointed to co-sign the minutes along with the Chair. We propose Camilla Tellefsdal Robstad, who is in attendance. Unless logged-in shareholders object in the course of the general meeting, we concede the nomination for having been approved. I now give the floor to our Chair, Karl Otto Tveter.
Thank you.
Let us now move forward to deal with the next item on the agenda. Item two, approval of the financial statements for 2025 for Orkla ASA and the Orkla Group, and the annual report of the board, including approval of a share dividend for 2025 of NOK 6 per share, of which NOK 2 is in addition to the ordinary dividend from the company, except for shares owned by the group. The directors' report and the proposed financial statements and balance sheet for 2025 for Orkla ASA and for the Orkla Group and the auditors' report have been made available on the company's website since Friday, 27th of March this year, and have been sent to all shareholders who have requested them. Under this item, the procedure will be as follows. First, the Chief Executive Officer of Orkla, Nils K. Selte, will be given the floor.
He will then give the floor to CFO Arve Regland, who will present the highlights from the financial statements for 2025 before Liselott Kilaas will then present the proposal for share dividend. After that, we will be presented with the auditors' report. Any comments or questions will be collected and dealt with after we have been through all presentations. I now give the floor to Nils K. Selte.
Thank you, Karl Otto, and good morning. Thank you for your attendance at this annual general meeting. 2025 was a productive and successful year for Orkla. I will go through the highlights of the year before handing over to Chief Financial Officer Arve Regland, who will provide a more detailed analysis of the financial figures. Financial performance was strong in 2025. Organic growth stood at 3.5%, including volume growth of 0.9%. The underlying EBIT growth rose by 7% for our consolidated portfolio companies, and overall, they delivered a cash conversion rate of 101%. Several of our companies achieved particularly strong results throughout 2025. I would particularly like to mention Jotun, Orkla Snacks, and Orkla Home & Personal Care. It seems to be a recurring theme for me to have to discuss how global unrest and macroeconomic factors affect us.
In that respect, 2025 and the start of 2026 have been no exception. Of the companies in our portfolio, it is primarily Jotun that is directly affected by the current situation in the Middle East. Other companies are primarily affected indirectly through increased volatility in commodity prices, commodity supply, and energy. We are doing everything we can to stay ahead of the curve and navigate the situation as safely as possible to safeguard our companies as effectively as possible. We have robust procedures and systems in place, and our aim is to emerge from this situation stronger than before. Orkla's Board of Directors propose a dividend of NOK 6 per share, of which NOK 2 is in addition to the ordinary dividend. This will be put to a vote later at this annual general meeting.
It is important for me to emphasize that even after this dividend has been paid, Orkla will still have sufficient investment capacity to implement our stated strategy. Since we held our Capital Markets Day in November 2023, I have been clear about our three priorities. Driving organic growth within our existing portfolio, reducing complexity, and finally, executing value-enhancing structural transactions. We are now in the final year of the current strategy period, and as we enter the home stretch, it is important to ensure that everyone does their part to help us deliver on the targets set at the Capital Markets Day. In parallel with this, we are also well underway with developing our strategy for the coming period leading up to 2030. I will present the results of this at our next annual general meeting, but first at our planned Capital Markets Day towards the end of this year.
Let's see how our organic growth and value creation are progressing against the targets set at the Capital Markets Day. Underlying adjusted EBIT growth for 2025, or that is since 2023, was at 11.8% for the consolidated portfolio companies. We also see that the EBIT margin is moving in the right direction, despite the fact that we significantly increased investment in our brands last year. Return on capital employed increased by 0.9 percentage points in 2025 and is well on the way to the target of 13%. Let's move on to priority number two, which is to reduce the complexity of our portfolio. Since November 2023, we have sold two portfolio companies and the entire hydropower portfolio. In addition to this, there are several initiatives currently underway to reduce complexity within our portfolio companies.
Two recent and notable examples of this are the sale of Orkla Food Ingredients' operations in Iceland and Orkla Snacks' subsidiary, Nói Síríus, also in Iceland. The fact that both these companies are based in Iceland is purely coincidental. Both companies are sound and profitable but offer little in the way of synergies with our other operations. Our priority is therefore to sell them so we can focus our resources on larger markets with clearer synergies and growth potential. We carry out value-enhancing structural transactions. On the 6th of November of last year, we listed Orkla India. We are proud to be the first Norwegian company to list a subsidiary in India. As part of this transaction, we reduced our stake from 90% - 75%. The rationale behind the listing is that we wish to remain a long-term owner of Orkla India.
We have great faith in the company and not least in India as a market with significant potential for growth. The listing puts us in a better position to grow and seize local opportunities in the future. Finally, before I hand over the floor, I'm extremely pleased with the Orkla organization behind me, both in the portfolio companies and here at the head office. I would like to take this opportunity to extend my sincere thanks to all employees for their hard work and for delivering an excellent 2025. With that, I'll hand it over to Arve for further details on the financial situation.
Thank you, Nils, and good morning, everyone. I will briefly present the highlights of our financial statement for 2025. This is the picture of the cover page of our annual report, which is the topic for this presentation. It was launched on the 27th of March. I would also like to comment on the underlying development of profitability in 2025. Orkla had a profit before tax of NOK 8.4 billion of operating revenues of close to NOK 72 billion in 2025. Earnings per share, adjusted for other income and expenses, was NOK 6.8 , up 13% compared to the year before. In the annual report, we also have the sustainability report as part of the Board of Directors report, and you find it from page 41 - 133 in the annual report.
The highlights include reductions of greenhouse gas emissions from Scope 1 and 2 of 66% since 2016, and this is in line with Orkla's goals of a reduction of 70% by 2030. We have also increased the use of renewable energy sources in the portfolio to roughly 54%, while the share of recyclable content in product packaging declined somewhat over this last year, and this is due to smaller volume and mix changes in the portfolio companies. Orkla has also set equality targets in Orkla ASA and the portfolio companies' boards, management teams, and employees towards 2030. We still have some way to go to achieve the targets, but we work systematically to ensure that we can recruit the best talents regardless of genders. Now I want to go somewhat into detail about the underlying results trend. Nils mentioned it also.
This graph shows organic growth in the portfolio to the left on an annual basis and to the right, you see quarter by quarter. In 2025, the consolidated portfolio companies achieved an organic growth of 3.5%, including 0.9% volume growth, as Nils mentioned. To the right, measured quarterly, Orkla's portfolio companies achieved an overall positive volume growth in seven of the last eight quarters, and we are well satisfied with this trend. The EBIT margin is now returning to the pre-pandemic levels, and at year-end, it was 10.6% on a rolling 12-month basis. As Nils also said initially, we achieved a growth in the underlying operating profit or EBIT of 7% in 2025. All portfolio companies, with the exception of Orkla Health, delivered underlying growth in its EBITs.
This year's performance developed positively, impacted by volume growth, price increases implemented in 2024 and 2025, as well as cost efficiency in the portfolio companies. If we look at cash flow, cash flow from operations came to NOK 7.8 billion in 2025. The positive effect from EBITDA growth was somewhat offset by increased net replacement investments. This year's CapEx were linked to increasing production capacity, mainly in Orkla Snacks and Orkla Food Ingredients. At the bottom, we also see that cash flow before capital allocation was stable compared with the year before and was NOK 6.9 billion. If we look at the capital allocation, namely how we allocated capital and cash flow. In April of 2025, NOK 10 billion were paid out in dividend, of which NOK 4 billion in ordinary dividend and NOK 6 billion on top of the ordinary dividend.
In November 2025, Orkla also launched a buyback program of treasury shares with a framework of NOK 4 billion. By the 1st of March, Orkla had acquired approximately 16 million own shares under the buyback program. We propose that these be canceled, which is a separate item on this general meeting. In 2025, we were also cautious when it came to acquiring new companies, but we also realized high values from the hydropower portfolio. Nils mentioned this. As we saw on the previous page, Orkla, as you can see, has a robust balance sheet with a net interest-bearing liabilities to EBITDA, which was 1.4x at the end of 2025. This level is well within Orkla's target on the net gearing of maximum 2.5x EBITDA. In addition to sound results in 2025, we have a strong financial position, which makes us well-positioned for future growth.
With these words, I would like to thank you for your attention and hand the floor over to Liselott Kilaas, who will present the proposal for dividends.
Thank you. Orkla shareholders are to receive a competitive return on their investment through a combination of dividends and growth in the value of their shares over time. Orkla has, over a long period, pursued a consistent dividend policy. Dividend in Orkla shall be stable and increase over time and normally be within the 50%-70% range of adjusted earnings per share. The ordinary dividend payout is in line with this and is NOK 4 per share. This year, the board has proposed a dividend to our shareholder of NOK 2 in additional payout on top of the ordinary dividend. The board of Orkla hereby proposes a total share dividend for 2025 of NOK 6 per share.
Thank you for the presentation. I now invite the State Authorised Public Accountant, Kjetil Rimstad, to present the auditor's report submitted by the elected accountant, Ernst & Young. The audit report and the sustainability assurance have been included in the annual report on pages 247 - 250.
Thank you, Karl Otto, and good morning. Our auditor's report is addressed to the general meeting and is signed and dated 18th of March 2026. Our auditor's report concluded that, in our opinion, the financial statements are in compliance with the legislation and regulations, and the financial statements of company Orkla ASA and the group give an accurate account of the financial position of the company and the group as at 31st of December, and of the comprehensive income and cash flows during the year under review.
In addition to this, we are of the opinion that the information disclosed in the director's report are consistent with the financial statements and in compliance with legislation and regulations. In other words, we have given Orkla ASA a clean auditor's report. We have also conducted an assurance engagement with moderate security for the consolidated sustainability report as at the 31st of December and for the year ended as at this date. Through our assurance process, we have not found any circumstances that gives us any reason to believe that the report has not, in all essentials, been prepared in accordance with Section 2 of the Norwegian Accounting Act. The assurance of Orkla ASA sustainability has thus also been given without reservation.
Thank you. We have received a question from Naftel Diftekal. A question, and I read it.
Will Orkla, going forward, be looking for new members for the board, the control committee, or any other bodies? Who will receive nominations for candidature? I will ask the representative for the committees to comment that later. We have received no other comments regarding item two, so we will now close the vote soon. If you haven't cast your vote yet, you need to do so now. The board puts forward the following motion before the general meeting. Approval of the financial statements for 2025 for Orkla ASA and the Orkla Group, as well as the annual report of the Board of Directors, including approval of a share dividend for 2025 of NOK 6 per share, of which NOK 2 is in addition to the company's ordinary dividend, except for treasury shares.
We need to just wait a moment until we hear from DNB that the vote has been closed. All right. We have been given the clear [ahead]. No further comments have been received, and therefore, we have closed the vote. The result of the vote shows that the resolution was adopted with a sufficient majority. The detailed result will be stated in the minutes, which will be published shortly after today's general meeting.
We will move on to agenda item three, executive remuneration, salary, and other remuneration of senior executives. We will now consider the executive remuneration report for 2025. It will be put to the general meeting for an advisory vote. This means that the vote will not have a direct influence on the report or on the remuneration of the executives, but the board will take on board any signals from the AGM in its further work. I will now give the floor to Liselott Kilaas, the Chair of the Board’s Remuneration Committee.
Thank you, Karl Otto. The report is included in the Annual Report on pages 139 - 154, and it's also attached as a separate appendix to the notice convening the general meeting.
This report provides detailed information on salaries and other remuneration, and confirms that the salaries and remuneration of senior executives are in line with the guidelines set by the general meeting. The report states that the aim of the company's executive remuneration policy is to offer competitive remuneration, including incentive schemes that support Orkla's long-term performance in line with shareholders' interests, and help to retain talented executives within the company. The company maintains close dialogue with shareholders and other stakeholders to gather input on how senior executives should be remunerated. We do not intend to go into the report itself or its details in greater depth, but we're open to any questions or comments you may have.
Thank you. We will now close the voting on item three shortly. Shareholders who have not yet voted on item three must do so now. The remuneration report is being put forward for an advisory vote at the annual general meeting. The Board has submitted the following proposal to the annual general meeting. You see it here on the screen. The annual general meeting endorsed the Board's report for 2025 on salaries and other remuneration for senior executives.
Thank you. We are not aware of any further comments or questions on the matter under discussion, and voting is now closed. The count shows that the general meeting endorses the Board's report on directors' remuneration. We'll now move on to agenda item four, presentation of the corporate governance report. It is to be considered by the annual general meeting as an information item. The statement is included in the annual report on pages 135 - 138. The statement complies with the requirements of the Norwegian Code of Practice for Corporate Governance, known as NUES.
Rules and reporting requirements relating to corporate governance are also set out in the Stock Exchange Rules and in the Norwegian Accounting Act. NUES stipulates that the company's board of directors must ensure that the company has sound corporate governance, provide a comprehensive statement on this in the annual report, and explain any deviations if the code has not been followed. This is the so-called comply or explain principle. As stated in the report, Orkla acts in all material aspects in accordance with the code. There are two minor matters where the company has reported deviations from the code, and I refer to the description of these in the appendix to the notice of this AGM. No questions or comments have been received regarding this matter, and I therefore consider the report has been dealt with by the general meeting.
Let's move on to agenda item five, reduction of capital through cancellation of treasury shares. The board of directors, as mentioned by Arve Regland, proposed to reduce the company's share capital by canceling, amortizing 16,001,026 shares owned by Orkla ASA in accordance with the provisions of the Public Limited Liability Companies Act. The number is approximately equivalent to 1.6% of the company's outstanding shares. Board representative Liselott Kilaas will present the proposal.
Providing that the capital base is satisfactory, the company has two main means to transfer value to its shareholders. One method is to pay dividend. The second method is to buy back treasury shares for amortization, that is, cancellation. In the latter case, the total number of company shares will be reduced, and hence the value of the remaining shares increase proportionally. The company uses both methods actively.
Under the authorization given by the annual general meeting, Orkla launched a buyback program in November of last year with a framework of NOK 4 billion until the end of 2026. As of the 1st of March of this year, the company has bought back 16,001,026 shares, which we now propose to amortize. Orkla ASA may amortize treasury shares tax-free. The amortization will not have any impact on the accounts, since shares will be written off against equity upon acquisition. The auditor has confirmed that following the reduction, the company will have full coverage for its restricted equity. We can see the auditor's confirmation here on the screen.
Thank you. Let's move to the vote. The board proposes that the general meeting adopt the following resolution, as you can see on the screen. The general meeting of Orkla ASA resolves to reduce the share capital by NOK 20,001,282.50 from NOK 1,251,788,712.50 to NOK 1,231,787,430.50 by canceling, amortizing 16,001,026 shares owned by Orkla ASA. The number of shares in the company will be reduced from 1,001,430,970 to 985,429,944 shares. The amount by which the share capital is reduced will be used to cancel treasury shares.
Reducing share capital by canceling shares will necessitate a corresponding amendment to Article 3 of the Articles of Association, which will read as follows. As of the entry into force of reduction of capital upon registration in the register of business enterprises of Norway, the company's share capital is NOK 1,231,787,430, divided between 985,429,944 shares with a nominal value of NOK 1.25 each. The company's shares shall be registered in a securities register.
We are not aware of any further comments on the matter under discussion, and we are waiting now for the voting to be closed. The voting has now been closed, and the count shows that the motion has been passed by a sufficient majority.
We'll move to item 6 of the agenda, authorization to acquire treasury shares. At the annual general meeting last year on the 24th of April, the board was authorized to acquire treasury shares until the general meeting in 2026. The aggregate holding of treasury shares as at date of the notice was 19,767,908, and just over 16 million has just been endorsed and approved to be canceled by the general meeting. The board has proposed that the authorization be renewed. An account of the justification for this agenda item has been appended to the notice. The proposal is that any shares acquired by the company under the terms of the authorizations may only be used for one of two purposes.
One is amortization, that is cancel, and any motion for amortization will then be put before the general meeting, or they can be used to fulfill the company's obligations under incentive programs for employees within the framework decided by the general meeting. The authorizations has different limits depending on purpose. It is proposed that the authorizations related to fulfilling the incentive programs be limited to 9.85 million shares, which is a maximum of 1% of the share capital. The authorization related to amortization is proposed to be limited to 98.5 million shares and a maximum of 10% of the share capital. The total number of treasury shares can never exceed 10% of the share capital. Both purposes shall be subject to a vote, and we ask that shareholders vote on both purposes jointly. The Board's proposed resolution is now shown on the screen. I won't read it out.
We will soon close the vote on this item. Shareholders who have not yet cast their vote must do so now. The vote has been closed, and the result of the vote shows that the resolution was adopted with a sufficient majority. We now move to agenda item seven, shareholders' proposal to recognize social responsibility for plastic waste landfill in Flisa. Shareholder Eivind Gustav Hole has submitted the following motion for resolution to the general meeting. Orkla recognizes its social responsibility in relation to the plastic waste landfill in Flisa and undertakes to contribute the necessary resources to ensure that the plastic waste from Jordan production is removed from nature and handled in a responsible manner in accordance with today's environmental standards. The case concerns a waste landfill in Åsnes Municipality, where the company Jordan AS earlier delivered its industrial waste.
Jordan AS was later acquired by Orkla, and the business is now part of portfolio company Orkla Health. The rationale and background to the case and the board's assessment of the matter has been described in more detail in an appendix to the notice. As stated, the board's assessment is that Orkla Health is handling the matter in a responsible manner, and the board therefore recommends voting against the proposal received at the general meeting. We will soon close the vote, and if you want to cast a vote, then you need to do so now. Thank you. The vote has now been closed. We have not received any further comments, and the result of the vote shows that the resolution did not receive a sufficient majority. Item 8, election of a new external auditor.
The current auditor, Ernst & Young, will reach its maximum engagement period under applicable regulations by 2027, and therefore a new auditor must be elected effective for the audit of the financial year 2027. The company has conducted a thorough audit tender process. The recommendation of the board's audit committee has been posted as an appendix to the notice. The Board of Directors proposes the election of PricewaterhouseCoopers as Orkla's new auditor. The Board of Directors therefore proposes that the general meeting adopt the following resolution. The general meeting of Orkla ASA elects PricewaterhouseCoopers AS as the new auditor for Orkla ASA, effective as of the audit for the financial year 2027. We will soon close the vote, so if you haven't cast your vote yet, please do so now. Thank you. The vote has now been closed, and no comments have been received.
The result of the vote shows that the resolution was adopted by the sufficient majority.
We now move on agenda items nine to 14. The agenda items nine to 14 concern the elections of members of the board, chair of the board, members of the nomination committee, and chair of the nomination committee, and remuneration of the members of the board and nomination committee. The nomination committee's recommendation, dated 27 March 2026, has been available to shareholders on the company's website since then. I will give the floor to Nils-Henrik Pettersson, who will present the recommendation on behalf of the nomination committee. He will also comment on the question that was raised by the shareholder. Following Mr. Pettersson's presentation, we will proceed to the votes.
Thank you. The nomination committee has consisted of Anders Ryssdal as chair, Rebekka Glasser Herlofsen, [Kjetil Høeg], and myself as members.
In addition, the committee is supplemented by an employee representative, Vidar Dahl, upon nomination of the chair of the board, and he is consulted when determining remuneration. The composition of the nomination committee safeguards the interest of the shareholder community and meets the criteria set out in the Norwegian Code of Practice for Corporate Governance. The work of the nomination committee is furthermore carried out in accordance with its own terms of reference, which were issued by the general meeting. The nomination committee's recommendation, which was published on 27 March of this year, contains a detailed description of the nomination committee's work, and I shall not go into the further details on this now. I think this is a good point to reply to the answer received from a shareholder.
Firstly, Orkla and the nomination committee want to emphasize that we do cherish dedicated shareholders, and we also welcome proposals for board members. That's the normal process. The normal process is for this to be received, but the nomination committee can do this in several ways. You may contact the nomination committee directly, normally through the chair, but you can contact any of the other members of the nomination committee as well, or you may contact the nomination committee secretariat, being Camilla Tellefsdal Robstad. Contact data are to be found on the website, so it shouldn't be difficult to find them. I also would like to emphasize that the nomination committee's task is to present a recommendation to the general meeting.
What we focus on is that Orkla should have the best possible board, both with regard to individual members, but also that it should have a composition that will cover relevant areas of experience and knowledge. Well, I think that this is a satisfactory answer. If there's anything I've forgotten, probably somebody will remind me thereof. I will now move on to the nomination committee's recommendation regarding the election of board members. The members of the board were elected by the annual general meeting on 24 April 2025 for a term of one year. This means that all shareholder elected board members are up for election. Over the past year, the board has consisted of seven shareholder elected members. Two of these, Peter Agnefjäll and Caroline Hagen Kjos, are not standing for re-election.
The Nomination Committee recommends that Christer Kjos and Susanna Campbell be elected as new board members, and that the other five board members be re-elected. Christer Kjos, he is the CEO of Canica Holding AG and of Canica International AG. He is married to Caroline Hagen Kjos, who is now stepping down from the board and is thus the son-in-law of Stein Erik Hagen. It is the Nomination Committee's assessment that Christer Kjos will continue Canica's and the Hagen family's long-term ownership and involvement in Orkla ASA. He has an international career within finance and also possesses experience and expertise in active ownership and portfolio management, which he will bring to his work on the Orkla Board. Susanna Campbell has extensive experience in investments, transactions, and active ownership.
She has a background as both an investment director and CEO at Ratos, which is one of the Nordic region's largest investment companies. She also has broad board experience from both listed companies and various consumer-oriented companies. Campbell also has experience in impact investment and the green transition. Susanna Campbell will bring financial expertise and broad capital market and transaction experience to the board, and she will also strengthen the board's expertise in sustainability. The other board members are standing for re-election, and the Nomination Committee recommends the election of the following board members: Stein Erik Hagen, Liselott Kilaas, Christina Fagerberg, Rolv Erik Ryssdal, Bengt Arve Rem, Christer Kjos, and Susanna Campbell. Under Article 5 of the Articles of Association, the term of office may be set at up to two years.
The Nomination Committee is of the view that an annual review of the board's overall composition will provide greater flexibility and proposes that the term of office be set at one year, that is, in line with the practice that has been applied now for a number of years. The Nomination Committee shall also recommend the chair of the board. We recommend the re-election of Stein Erik Hagen as chair of the board. When making its recommendation for the election of the chair of the board, the Nomination Committee shall be supplemented by a representative appointed by the employee-elected members of the board. Vidar Dahl, as a representative of the employee-elected members of the board, has endorsed this recommendation. The Nomination Committee shall also recommend members of the Nomination Committee. The members of the Nomination Committee serve a two-year term.
Anders Ryssdal, Rebekka Glasser Herlofsen, and [Kjetil Høeg] were elected in 2024 and are therefore up for election this year. The Nomination Committee unanimously recommends the re-election of all three. That is Anders Ryssdal, Rebekka Glasser Herlofsen, and [Kjetil Høeg] as continued members of the Nomination Committee for a term of two years. The Nomination Committee shall also recommend the chair of the Nomination Committee, and we recommend the re-election of Anders Ryssdal as chair of the Nomination Committee. The committee shall also present a recommendation regarding remuneration of the board members. In the Nomination Committee's view, it is important that directors' fees reflect the board's responsibilities and workload and are set at a level that is considered sufficiently attractive to potential candidates when competing with other Nordic and European companies.
Over the past two years, there has therefore been an increase in fees that has exceeded general wage growth to some extent. The fees are currently considered to be at a reasonable level, and the Nomination Committee is recommending an adjustment this year in line with expected wage growth. The committee has submitted a proposal to amend the remuneration of Vidar Dahl, who represents the employee-elected members of the board and who supports the proposal. On the screen, you are now supposed to see the Nomination Committee's recommendation. As you can see, there's both compensation to the board and to the board committees. It is Nomination Committee's task to propose the fees to the members of Nomination Committee, and we propose that the fees be adjusted in line with expected wage growth. The committee has also submitted this proposal to Vidar Dahl, who supports it.
You are supposed to see the proposal on the screen now.
Thank you. We will now move on to the discussion and voting on each of the agenda items 9-14. As you can see, there are a number of votes to be taken here as we are voting on individual candidates for both the Board and the Election Committee. Those who have not yet cast their votes on items 9-14 must therefore do so now, as all of these items will soon be closed. If there are any alternative candidates, these must be nominated now.
Thank you. We have no further questions or comments, and the voting on items 9 to 14 has now been closed. The count shows that there's sufficient majority in favor of Nomination Committee's recommendation. This means that Stein Erik Hagen, Liselott Kilaas, Kristina Fagerberg, Rolv Erik Ryssdal, Bengt Rem [audio distortion], and Susanna Campbell have been elected to Orkla's board of directors, and Stein Erik Hagen has been reelected as Chair of the Board. Anders Ryssdal, Rebekka Glasser Herlofsen, and [Kjetil Høeg] have been reelected as members of the Nomination Committee, and Anders Ryssdal has been reelected as Chair. The Annual General Meeting has approved the remuneration for the board and the Nomination Committee as proposed.
Next, we'll deal with item 15 of the agenda, namely the approval of the auditor's fee. This is the last item on the agenda, and I ask shareholders who have not yet cast their votes to do so now, as the vote on this item will soon be closed. The cost of statutory auditing services for Orkla ASA for 2025 is subject to the approval of the general meeting and amounted to NOK 4,915,615. The aggregate fee to Ernst & Young for the group in 2025 totaled approximately NOK 71.6 million. These fees are mainly attributable to the audit of the group companies, that is NOK 57.4 million, but also includes some consultancy services, NOK 14.2 million. The auditing fees to other auditors came to about NOK 8.2 million. Reference is made to note two in the financial statement of Orkla ASA for a more detailed description of the fees.
I propose that the motion regarding the auditor's fee of NOK 4,915,615 be approved.
Thank you. We have not received any further comments or questions to this item. We will now close the vote. The result of the vote shows that the resolution was adopted with a sufficient majority. At this time, there are no more items on the agenda that require decisions by the general meeting. All votes have been counted and the results announced. Details of votes cast will be included in the minutes, which will be posted shortly after the general meeting. By way of conclusion, I would like to give the floor to Liselott Kilaas to round off today's annual general meeting.
Thank you. I would like to take this opportunity to thank everyone for your participation this year. Thank you.