Corporate Governance

Orkla has one class of share and each share entitles the holder to one vote. Each share has a nominal value of NOK 1.25. Further information on voting rights at General Meetings is provided under point 6, General Meetings.

The company’s policy is to not dilute the shareholdings of existing shareholders. In accordance with this policy, there have not been any real share capital increases in the company in recent years. Should the Board of Directors wish to propose to the General Meeting that a departure be made from the pre-emptive right of existing shareholders in the event of a capital increase, such a proposal will be justified by the common interests of the company and the shareholders, and the grounds for the proposal will be presented in the notice of the General Meeting.

The company’s transactions in its own shares are effected on the market at market price, in accordance with good stock exchange practice in Norway. There are otherwise no provisions in Orkla’s Articles of Association that regulate the buyback or issue of shares.

Orkla is required to report on corporate governance under section 3–3b of the Norwegian Accounting Act (published on www.lovdata. no), the issuer rules for companies listed on the Oslo Stock Exchange (www.euronext.com) and the Norwegian Code of Practice for Corporate Governance issued by the Norwegian Corporate Governance Board (NUES) (www.nues.no). This statement of policy will be an item of business at Orkla’s Annual General Meeting on 18 April 2024. The company’s auditor has assessed whether the information provided in this statement with regard to section 3–3b of the Accounting Act is consistent with the information provided in the annual financial statements. The auditor’s statement may be found on page 178-180.

Orkla’s Board of Directors actively adheres to good corporate governance standards and will ensure that Orkla complies with the requirements of section 3–3b of the Accounting Act and the NUES Code of Practice at all times. Good governance is an integral part of the decision-making process in matters dealt with by the Board. The Board assesses and discusses the principles regularly, and has also considered this statement at a Board meeting.

In October 2022, the Board decided to establish a new corporate structure. Orkla is now an industrial investment company with ownership of more independent portfolio companies. Orkla’s new operating model took effect on 1 March 2023. In connection with the transition to the new model, the Board of Directors has established updated governance principles with clear owner requirements and expectations for Orkla companies, and the central corporate processes have been adapted to the new model.

The statement of policy is structured in the same way as the NUES Code of Practice, covers each point of the Code and describes how Orkla complies with the Code requirements.

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