Orkla ASA (ORK) Earnings Call Transcript & Summary

Hello to all fellow shareholders and everyone else in attendance, I would like to welcome you and hereby declare this as Annual General Meeting of Orkla to be open. This year, it's my pleasure to welcome you to an Annual General Meeting where all the shareholders can attend online. I wish to thank all shareholders who have joined the meeting today. And the reason why we're holding a virtual annual general meeting is the pandemic and the Norwegian authorities recommendation to avoid big gatherings and the interim COVID legislation, which allows companies to organize the AGMs without physical attendance. Since this is all new to most of us, we want to start by giving you some practical information. And I now give the floor to Camilla Robstad, the AGM's Secretariat.

Thank you. Items will be open for voting once we have recorded the number of represented shares here today. We'll get the list of shareholders in a few minutes time after we've registered all those who have logged in. You will then be eligible to vote on the various items, which is shown on your screen. Should you leave the voting function, you can retrace it by pressing the bar chart icon, either at the bottom or the top right on your screens, depending on whether you have joined the meeting via browser or app. We shall open all items on the agenda here today at the same time. And you choose how to vote by pressing the button 4 the vote against or abstain on each item. You are free to change your vote for each item during the meeting until the very point where the individual items do disclose then the votes counted. We will close the items on the agenda today as the general meeting deals with them. During the short while it takes us to close an item, it will unfortunately not be possible for shareholders to vote on any remaining items. The vote you have already cast for the remaining items will naturally still be in the system when the remaining items are once again open for voting. As for long-term shareholders who have voted in advance or given voting instructions, all of such are linked to your shareholder identity, but you will not be able to see this yourselves. If you log in and then do nothing, then previously submitted votes will be counted. We would like to point out that, if, for example, you press cancel votes under the items, then you will cancel votes formally cast and voting instruction formally given for an item. If you're not sure about whether you have canceled or not, you will never do anything wrong. If you vote against since you're now logged in. Shareholders who want to ask questions or have comments relating to the items on the agenda can do so in writing by selecting the messaging icon. Type your message with what you would have wanted to say from the rostrum at physical AGM in the box where it says ask a question. Please note that you will be identified by name. But without your share portfolio and that your comments or question will be made visible to all shareholders logged in. A red dot will appear on the messaging icon to all logged in whenever somebody publishes a new comment. Shareholders are welcome to submit questions and comments to the item on the agenda whenever you want to do so. And they will be answered when we're dealing with the item in question. Please note that we will be moderating questions. If we get several questions on the same topic, we may not publish them all. If you have technical questions about the Lumi system and how it works, then please see the guide found on our website. Normal rules for virtual meeting etiquette apply which implies, among other things, that particularly how language will be moderated before publishing. I now give the floor back to the chair.

Thank you, Camilla. The Annual General Meeting has been scheduled by the Board pursuant to Article 8 of the Articles of Association. The notice dated 25th of March this year 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 Board of Directors decided in line with Article 8 that the documents to be dealt with at this Annual 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 Director's report and the auditor's report, the appendices to agenda items 3, 4 and 5 as well as the Nomination Committee's motions. The financial statements and the Nomination Committee's recommendations were announced on the 19th of March, while the other appendices were announced together with the notice on 25th of March. 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 and the Annual General Meeting is hereby declared to have been convened legally. I would now like to introduce the few people in attendance in this room. And it is me, Chair of the Board of Directors, Stein Erik Hagen; and then also the proposed chair for this meeting, Idar Kreutzer. And then Jaan Ivar Semlitsch, who is present here, the CEO and also the Annual General Meeting Secretary represented by Camilla Robstad, Director of Legal Affairs. We also have Petter Larsen, the company's auditor and also Nils Pettersson, who represents the Nomination Committee. I would like to represent the Board. It is me Stein Erik Hagen. I was first elected in 2004. And I represent Canica, the biggest shareholder. And then we have Ingrid Jonasson Blank. She is Swedish, and she was first elected in 2013 and she is member of the Board and serviced the company, as you can see, and she has a broad experience. Next is Nils Selte, first elected in 2014. He is also Chair of the Board of Komplett and also a member of Jernia and other companies. We also have Liselott Kilaas, first elected in 2017. She has experience from the Aleris Group, and she's also a member of the Board of Folketrygdfondet, Norsk Hydro, Nobina and Peab. Next is Peter Agnefjäll, elected in 2018 and who was Former Chair of the IKEA Group, and he's also Chair for Royal Ahold in the Netherlands. Next is Anna Mossberg, she was first elected last year. And I don't think she has attended in person any board meetings due to the current situation. She's also on the Board of Schibsted and Swedbank and Swisscom. Then we have Anders Kristiansen, first elected last year and therefore, is only attended virtually during board meetings. And he has experience from retail segment and such companies. And deputy is Caroline, Caroline Hagen Kjos. She was elected first time in 2016, and she is deputy for me and Nils Selte. And then we have employee elected representatives. We have the main union rep, Terje Utstrand. He has been ever since 2013 and was at Latvia Chocolate Factory. Sverre Josvanger represents the white kind of workers and has been on the Board, you don't see that there on a number of years. And then Roger Vangen from Stranda. And he is a union rep representing NNN, and he was at our pizza plant at Stranda, where they produce the Grandiosa pizza. And then Karin Hansson, she's Swedish and have been elected to represent Swedish Food Workers' Union, and she's also been on the Board for a number of years. We have now received the list of shareholders, and we will move to the list of shares represented here today. And the following share capital interest 3,198,705 shares are represented by proxy. And then 78,670,323 shares represented by advanced votes and 400,559,308 shares are represented by instructions to Chair of the Board and 64 shares who participate online. And they represent a total of 259,349 shares. So in sum, this totals 484,587,674 shares that are represented, 48.67% of the share capital. We have now closed the floor for the shareholder login, but should any of you who have logged in, for some reason lose connections or want to log on from another device, you can rejoin the meeting. All right, we are now at Item 1 election of a meeting chair. According to the rules laid down in the Public Limited Liability Companies Act, the general meeting is opened by myself, the chair of the Board. We will now open the voting functions and move forward to deal with the first item on the agenda, which is the election of a meeting chair. The Board moves that Idar Kreutzer be elected to chair the meeting. Idar Kreutzer is independent of the company's Board of Directors and Group Executive Board. He himself is not a shareholder in Orkla. Please note that we should soon close the vote on the item of the election of a meeting chair. So shareholders who have not yet cast a vote or who wish to change the vote cast must do so immediately. For those of you who did not listen to the explanation of how to cast votes, you find information on the info page who have logged on. If you click on the eye symbol on screen, you will be brought back to the info page. We will just wait a moment to give everyone the possibility to cast their vote and also point out that you are free to cast your votes to any remaining items on the agenda now. [Voting]

Well, we can't see that we have received any comments to this item, and we now close the vote. The results of the vote shows that Idar Kreutzer has been elected chair of this meeting. Shareholders to be appointed to cosign the minutes along with the chair. We propose that Camilla Robstad, who is in attendance that today, unless there is any shareholders object in the course of the AGM, we consider this nomination for having been approved. I now give the floor to Idar Kreutzer.

Thank you to the Chairman of the Board. We will go on to Item 2 of the agenda. But before that, there is a question that has been received as regards to the presentation done by the Chairman who was on the Board of Wizz Air. It's Peter Agnefjäll. He's on a number of boards, including Wizz Air. Then I think we'll just quite simply go on to the second item on the agenda, approval of the financial statements for 2020 for Orkla ASA and the Orkla Group and the annual report of the Board of Directors, including approval of a share dividend for 2020 of NOK 2.75 per share, except, as always, for shares owned by the group. The report of the Board of Directors post profit and loss statement and balance sheet for 2020 for Orkla ASA and for the group. And the Auditor's Report have been available on the company's Internet website. And this has been sent also to all shareholders, who have asked for this. I presuppose that those who attend the AGM have read those documents so that it would not be necessary for me to read these in their entirety. We will treat this item as follows. First, we have Orkla's CEO, Jaan Ivar Semlitsch. He will give an orientation of some main features of the year that just passed, he will then pass on the floor to the group CFO, Harald Ullevoldsæter, who will present the main items of the annual accounts of 2020 before the Chairman of the Board will present the Board's proposal for a dividend. And finally, we will have a presentation of the Auditor's Report. I now give the floor to CEO, Jaan Ivar Semlitsch. The floor is yours.

Thank you very much, Idar. Good morning. My name is Jaan Ivar Semlitsch, and I have now been the CEO of Orkla for more than 1.5 years, full of different events. I would like to thank you for your dedication that you show by participating at this AGM. This is an historic AGM that is being held digitally for the first time. Today, I want to briefly to sum up 2020 where COVID-19, of course, is an important item, but also other major events throughout the year. And as subset, Harald Ullevoldsæter, our CFO will take us through the financial part in more detail later on. We have been through a difficult 2020 considering that WHO on the length of March last year declared COVID-19 a pandemic, with the main purpose of taking care of our employees and preventing infection, we, early on, established 3 important priorities that we have struck to throughout this entire period. One, to take care of our employees and prevent infection. Two, secure a flow of goods in all markets. Orkla in many of our home markets was classified as having a role that is critical to society where maintaining production and distribution of important goods like food products for cleaning and hygiene are a priority, not least to maintain a good cash flow and a strong balance sheet. As per today, we have registered about 1,670 persons infected among our employees. Most of them are now in good health and back working. We have also, unfortunately, been through periods with layoffs. In April of last year, we had the highest number with 1,300 layoffs, but now we're down to 105 layoffs, primarily within Orkla Food Ingredients. It's important to state that most of them only are subject to partial layoffs. As I've stated, this has been a difficult and demanding situation for us, but I would like to sum up that the extraordinary effort of our employees throughout the entire value chain has been impressive and invaluable. And as a result, we've done quite well through the pandemic so far. I would also, here at the AGM, be allowed to say thank you all to all of our dedicated employees in 23 countries with 105 production facilities that with a few exceptions have been running continuously. A very nice and rewarding engagement that we established in May 2020 showed support to the Norwegian Women's Public Health Association. As a politically independent and nationwide NGO, they have been a great cooperation partner to us to be able to assist and provide some additional assistance with our products and support to vulnerable families with children, lonely, elderly and women susceptible to violence during this pandemic. We will continue this cooperation also in 2021. Having said this, I will go on to commenting on other not insignificant activities throughout 2020. By way of summary, I would like to say that Orkla derisk satisfactory growth on both the top and bottom line in 2020. Our portfolio is strong, local brands make up the core of our activities. Our strength is in adapting local user or consumer preferences based on unique knowledge of customers and consumers. In 2020, Orkla has delivered organic growth by responding to consumer trends. We have made additional efforts within sustainability, and we have had great progress with regard to plant-based products. A growing number of our launches respond to the demand for more environmentally friendly groceries and more healthy food. And efficient and good handling of COVID-19 has also provided us with the room for working on more long-term plans, including the acquisition of new businesses. In 2020, we signed an agreement of buying several companies. I would like to especially highlight Eastern, headquartered in the state of Kerala in India, which will double our sales in India. This acquisition is a clear step in line with our strategy of strengthening our position in our most important pockets. On the 31st of March of this year, we could also report that we have completed the acquisition. We have also acquired some minor exciting companies like Norgesplaster, Havrefras and Proteinfabrikken. We have also made other efforts within sustainability by our acquisition of 24.9% of the shares of the company of Arctic Seaweed and which was followed by the establishment of Orkla Ocean. In Q1, we also made some minor acquisitions within out-of-home Fort Deli in Finland and Ambasador92 in Poland, these are important steps on the way to building an exciting and competitive position within out-of-home in several markets. I would like to mention another acquisition from Q1 of this year, an important one, which is the acquisition of NutraQ, an exciting company that delivers rights within our strategy within health with relevant digital distribution channels directly to consumers. This is maybe not a typical Orkla company, but with this acquisition, we comply with 1 of our 3 values being brave. And I would like us to be brave more often. The acquisition awaits approval by the Norwegian Competition Authority. In 2020, we completed the future project, a project that intends to strengthen Orkla's competitiveness. Central capabilities have been moved out into the business areas to ensure increased and faster capacity tract locally to facilitate effective and agile innovation processes and commercial decisions as close as possible to the local markets in which we operate. A new organization has been operating since the 1st of March 2020. It's working according to plan. And we have also been able to harvest all of the desired effects of this new organization. And as you can see from this image in 2020, we established also a -- not truly conceptual cafe at our main headquarters here at Skøyen. This is an exciting effort based on plant-based and sustainable products, it has become quite a success here locally at Skøyen. I would also like to highlight the topic that makes us very proud. I was here at the AGM 1 year ago and stating that sustainability is especially important to us and as a big player, we have a responsibility for making a difference. And then it is very nice to see that we are being acknowledged also internationally for the efforts we are putting down in that respect. For the tenth year in a row, Orkla is acknowledged as 1 of the 3 leading food stuff companies in Europe by S&P Dow Jones. PwC acknowledges Orkla as 1 of the 4 Norwegian companies with actual results in line with the Paris Agreement. And least -- last but not least, we have also obtained the ranking of A by CDP, the Carbon Disclosure Project, for our climate efforts. Sustainability will be at least as important in the future, and we will comply with our values of being brave, inspiring and trustworthy by offering strong local and sustainable brands wherever we have a presence. We're excited, of course, to see what 2021 will bring. I will allow myself to be an optimist. I hope that the vaccination that is now ongoing will make it possible for society to return to a somewhat more normalized situation in the course of this year. The new normal and new consumer habits that are rapidly changing also provides substantial opportunities to Orkla. And I believe that we are very well ranked to be able to grasp these opportunities in a good way. And I would like to say on a personal note that I look forward to being able to travel somewhat more, visit more of our production facilities and companies. I will now lastly take you through the financial highlights for 2020. The Orkla Group's turnover increased by 8.1% in 2020. Within the brands, the turnover increased by 9.1%, of which organic growth amounted to 1.6%, driven by solid growth within the grocery sector. The other part of the increase was mainly driven by exchange rate effect. Overall, for the branded goods area for 2020, I'm satisfied with our adjusted operating result that increased by 14%, positively influenced by currency effect. The underlying EBIT growth was 5.4%, driven by top line growth and cost improvements. The results from associated and jointly controlled companies mainly consists of Orkla's 42.6% owner share of Jotun. Jotun delivered its highest contribution ever in 2020 of NOK 970 million, an increase from NOK 625 million for 2019, propelled by good sales growth and increased gross margins. In total, to Orkla, this gave an adjusted result per share of NOK 5.04, an increase of as much as 19% from the preceding year. For the financial year of 2020, the Board proposes a dividend of NOK 2.75 per share, which is an increase of NOK 0.50 from last year. The proposed dividend will be dealt with later on the agenda. And with these words, I give the floor to our skilled CFO, Harald Ullevoldsæter.

Thank you, Jaan Ivar. My name is Harald Ullevoldsæter, and I'm the CFO of Orkla ASA. Let's go through some of the key financials for 2020. As Jaan Ivar said in his introduction, 2020 turned out to be a very special year as a result of the ongoing coronavirus pandemic. Lockdown in whole societies and several of our markets greatly impacted demand. And some of these demands were both positive and negative for Orkla's products in all sales channels and with heavy fluctuations throughout the year, and they've been challenging to manage. Orkla has approximately 60% of the turnover in the grocery sector, which saw a greater growth than normal, but there's also 25% of the turnover exposed to out-of-home, for example, hotel restaurants, that saw a significant reduction in demand despite challenging marketing conditions, performance for the group in 2020 was good. Orkla had a top line and adjusted EBIT growth of approximately 8% and the growth in adjusted earnings per share of 19%. Cash flow has been robust all through the year. Orkla also saw good growth in turnover and adjusted EBIT in 2020, both around 8%. The group's other income and expenses a total -- a negative NOK 930 million was mainly associated with write-downs and costs related to ERP projects, and also write-downs linked to the PRG, Finland and the Gorm's. We've incurred costs associated with mergers and -- acquisition and integration as well as costs related to several improvement processes, especially in restructuring. The change in reported operating profit, EBIT was 0.8%, Jotun delivered no time high contribution in 2020 of NOK 970 million, driven by robust sales growth and the gross margins, which mainly was the increase in associates and joint ventures. Orkla had NOK 214 million net financials and others and approximately NOK 900 million in tax costs in 2020. The tax rate was 21.3%. If you disregard the results from associates that have already been booked after tax, the change in tax rate from previous years was mainly because of lower ground rent tax rates of Hydro Power. Net profit after taxes was NOK 4.4 billion compared with NOK 3.9 billion in 2019. Earnings per share was NOK 4.37, up from NOK 3.84 the year before. Adjusted for other income and expenses after estimated tax, the earnings per share was NOK 5.04, up 19%. These were the financial highlights for the group. And now I will go into further detail about the developments for Orkla's Branded Consumer Goods activities. The BCG area's total turnover increased by more than 9% in 2020. And as you can see in the chart to the left, organic growth came to 1.6% of this increase and the increased turnover from foreign operations translated into Norwegian krona was 6.2% because of the weakened Norwegian krona and the turnover growth from acquired activities was 1.3% in 2020. Norway is still our biggest market, but the share of our turnover outside of Norway is 75%, unchanged from the previous year. Let's take a close of the performances and profitability trend in the Consumer Goods areas. Organic top line growth for the BCG was 1.6%, and we see that we reported growth in 4 of 5 business areas. Generally, good growth was reported in the grocery sector as a result of strong market growth. But this was partly offset by reduced activity in out-of-home sector because the restrictions linked to the corona pandemic. Our biggest business area, Orkla Foods, reported organic growth of 3.7%, driven by progress in most markets. The growth was mainly related to increased sales to grocery customers, which was positively affected by the corona pandemic. There was a reduction in other channels such as out-of-home, kiosks, petrol stations and export, Confectionery & Snacks saw a strong sales growth in Norway, driven by high market growth, positively affected by the pandemic. Sweden and Finland also reported good sales growth. In the Baltics, there was a negative growth. The corona pandemic also, which started in reduced demand and sales, especially because of reduced tourism and lower purchasing power. The reduced listing to a bigger customer in Denmark also affected the turnover trend negatively. In Care, there was a strong organic growth in Orkla Home & Personal Care driven by the cleaning and personal hygiene categories and also broad-based growth for Orkla Health. The growth in -- for the business area was partly offset by a reduction for Orkla Wound Care due to corona related restrictions. Orkla Food Ingredients saw a significant reduced demand and an organic reduction of sales by 5.9% attributed to the reduced demand in out-of-home segment because of the pandemic. And sales in the out-of-home segment was 60% of the turnover. Especially a weaker year for ice cream ingredients. When the corona pandemic and the lockdown happened at the beginning of the season for this segment, consumer investment also saw increased sale of painting tools from Orkla House Care with increased activity and refurbishment market. Lilleborg also saw improved sales, primarily as a result of increased demand for disinfectants, lower sales in Pierre Robert Group and reduced transform wholesale activities in the Kotipizza Group, which reduced the organic growth. The chart to the left shows the development and adjusted EBIT for the Branded Consumer Goods activities, including the head office from 2019 to 2020. And as we can see, the growth was approximately 14%, consisting of an underlying improvement of 5.4% as well as foreign exchange effects and contributions from acquired activities of about 8.2%. The right-hand chart shows the results margin for the Branded Consumer Goods activities, including head office that came to 11.7% and the underlying improvement of 0.4%. The margin growth was driven by revenue management, good product mix, improvement of efficiency and production and other cost improvements, but was partly offset by higher advertising costs and increased depreciation. Let's take a closer look at the individual business areas. We see that all areas except Food Ingredients contributed to the improved results in 2020. Food saw an improved performance in most markets in 2020, driven mainly by higher sales and increased productivity. Focus on revenue management, active portfolio management have compensated for increased raw material costs and negative purchasing effects from a significantly weaker Norwegian krona. Confectionary & Snacks saw growth in their financial performance driven by top line growth as well as the positive contribution from cost improvement programs, higher raw material costs and negative foreign exchange effects were compensated by price adjustments. In Care, profit growth was driven by strong sales growth and implemented restructuring program. These effects were partly offset by increased advertising caused a negative mix effects. The decline in Ingredients performance is mainly attributable to lower sales volumes, which was partly offset by significantly reduced cost as a result of profit hedging measures. Profits in Consumer Investments were mainly driven by strong top line growth in House Care and also strong results growth in Kotipizza, driven by good sales development in the pizza restaurants. Profit improvement at the head office compared with previous years are mainly related to the restructuring projects implemented at the head office. Let's now take a closer look outside the Branded Consumer Goods area. Orkla has some investments outside the BCG, which are organized under industrial financial investments. This comprise the associate company, Jotun, where we have a 42.6% stake and the consolidated activities of Hydro Power and Orkla Financial Investments. Jotun reported an historically all-time high and saw net operating profit in 2020. The COVID pandemic curve, the top line growth in several important markets, especially Middle East and Asia, but Jotun's broad footprint across sectors and geography secured revenue growth also in the pandemic year. The marked growth was mainly attributable to improved gross margins due to lower raw material costs in addition to good cost control. All segments reported a significant improvement of results, positive foreign exchange effects as a result of weakened krona. Also contributed positively to the effect in 2020. Profit reduction in Hydro Power was mainly because of lower energy prices, the production volume was higher than in 2019. And the historically low energy prices is attributable to a major resource surplus because of water and snow, combined with change capacity to the current. Financial investments is the property engagement that had NOK 1.8 billion in book value. And the head office is the most important asset. EBIT result from financial investments was NOK 10 million in 2020, unchanged from the previous year. Let's take a look at the developments in net interest-bearing debt for the past year. The chart that shows the development in the group's net interest-bearing debt. Just -- that moves from NOK 6.6 billion in 2019 to approximately NOK 6.4 billion in 2020. Ongoing implementation of new ELP, IT systems and several ongoing factory projects gave increased net upgrade investments in excess of NOK 300 million compared to the year before. Cash flow from operations was still almost NOK 5.5 billion, up by NOK 0.5 billion from the year before, mainly attributable to improved EBIT adjusted. We still see an improvement in the operating capital despite the temporary investment buildup due to focus on securing a high degree of supply. An ordinary dividend of NOK 2.60 per share were paid for 2019, which totaled NOK 2.6 billion dividend payout. The expansion CapEx in 2020 was somewhat lower compared to 2019. The main part of the expansion in 2020 was linked to CapEx program for pizza project -- pizza production at Stranda in Norway and also increased production capacity for plant-based product. Acquisitions of company totaled NOK 733 million and came mainly from the acquisition of the branded goods Havrefras and Norgesplaster. Orkla Food Ingredients also completed acquisitions of Win Equipment, Gortrush Trading and the remaining shares of Orchard Valley Foods. Negative translation effects by converting debts to Norwegian krona was NOK 585 million. And the net interest-bearing debt includes leasing effects came to NOK 6.4 billion. Orkla's financial position is strong. And thereby also a net interest-bearing debt that constitutes a 0.9x EBITDA, which is well within the group's cap of 2.5 EBITDA over time. The average maturity for our debt is 3.2 years, and we have no major maturities and due dates. As you can see from the right-hand pie chart, we had unused credit facilities of NOK 7.6 billion. I would like to thank you and give the floor to Stein Erik Hagen.

Thank you. Now I'll say a bit about dividends. We as shareholders over time shall have a competitive return on their investments through a combination of dividend and an increase in the value of the shares. Orkla's dividend policy suggests an ambition of increasing dividends. And as the graph shows here, Orkla throughout the past 25 years has never reduced its dividends. Furthermore, the dividend shall normally lie within 50% to 70% of the net profit per share, while the company has as a goal to maintain a high credit worthiness. Orkla's Board has proposed paying a dividend for 2020 of NOK 2.75 per share, an increase of NOK 0.15 from the preceding year and it amounts to 63% of the profit per share. With the reservation that the dividend for 2020 must be approved by the AGM, Orkla will have paid a total of NOK 42 billion to the shareholders in the past 11 years. Thank you. Pretty good presentations. I now ask the chartered accountant, Petter Larsen, present the Auditor's Report produced by Ernst & Young, our auditor.

My name is Petter Larsen. I am Orkla's auditor. Our Auditor's Report is presented on Pages 248 to 250 of the annual report. The conclusions are shown on the screen. Our Auditor's Report is addressed to the general meeting and is signed and dated 15th of March 2021. Our Auditor's Report concluded that, in our opinion, the annual accounts have been presented in accordance with applicable acts and regulations and in our opinion, the financial statements of the parent company, Orkla ASA and the group, provide a true and fair view of their financial position of the parent company and the group as at 31st of December 2020, and of the profits and losses and cash flows during the year under review. And the information is closed in Director's Report to report on corporate governance, the going concern assumption and corporate social responsibility and the allocation of the results are consistent with the financial statements and in compliance with applicable acts and regulations. In other words, we have given Orkla ASA a clean Auditor's Report.

That's excellent. Thank you. In the course of the presentations, we have now been through, we have received 3 questions. The first question is, can you say something about the company's capacity and policy with regard to increasing the level of dividends in coming years? I believe this question has already been answered through the CFO's presentation of the company's financial situation and the shareholders presentation of dividend policy and the ambitions with regard to future developments of dividends. Next question. Has Orkla received any corona subsidies from the Norwegian government? If so, how much? And as -- and what about the development of lactose-free products? Well, I will be happy to answer both questions. Orkla has not applied for support from the companies. We have some companies that could have applied for financial support from the government, but we have chosen not to do so. As regards to layoffs, they have normally been outside of Norway, and we have no layoffs currently within Norway. And now plant-based and lactose-free products. As regards to plant-based, we've talked about that already. With regard to lactose-free products, we have a very good development. This is also an area of interest. This is a product that is in very high demand as well. Also have you given the answer? Yes, we have given your answer. Okay. Thank you. We cannot see any more questions having been, hang on, there's one there. Let me see. There's another question. Can you say something about the acquisition in Finland in light of the pandemic? Well, I make -- probably it's Kotipizza in Finland about 2 years ago within our out-of-home business. It's going very well. And it has had very good growth. Also during the pandemic, it was converted from sit-on to take away, and we see that on the online share of those who order is in excess of 40%. So we see good figures with regard to growth in Finland, and we are very happy with that acquisition. Thank you, Secretary. Any more questions? There do not seem to be any more questions. We're now going to vote on Item 2. We will soon close the voting on this item. All of those who have not voted so far must vote now. The Board has made the -- this proposal to the AGM. You see the proposal on the screen. The AGM will approve the financial statements for 2020 for Orkla ASA and the Orkla Group. And the annual report of the Board of Directors, including approval of a share dividend of -- for 2020 of NOK 2.75 per share, except for shares owned by the group. Then we'll have a short break while we are counting the votes cast. [Voting]

We cannot see any other additional comments to the item. We have now closed the voting, and it is confirmed that this has been adopted by the sufficient majority. Let's go on to Item 3 of the agenda approval of Orkla's guidelines for remuneration of salaries and other remunerations for senior executives. Since last year, the rules for approval and reporting of executive remuneration have been changed. I now invite the AGM to approve guidelines regarding executive remuneration to executives applicable from 2021 until 2025, unless the AGM approves new guidelines before that. Separate salary report for 2021 based on the new guidelines, will be prepared and that will be submitted to the AGM in 2022, that is next year. I'll now give the floor to Stein Erik Hagen, who will highlight some of the main principles in the proposed guidelines.

Thank you. The Board's proposed guidelines for executive remuneration has been included as appendix free to the notice. In order to implement the group and company's business strategy, to safeguard Orkla's long-term interest, Orkla needs to recruit, develop and retain managers with a relevant and good experience, advanced expertise and strong leadership abilities. It is therefore vital that Orkla can offer its managers competitive remuneration packages. And that is why the company and group are focused on offering executive terms that motivate them and that are competitive in the local markets we're operating in. The terms must also be well balanced in view of the expertise, responsibilities and performance of each individual. The remuneration guidelines are intended to provide a clear executive remuneration framework that supports the company's business strategy and long-term interests. Including ongoing growth and profitability, and that promotes long-term increases in shareholder value. The proposed guidelines for executive remuneration contains a total of all instruments available to attract, further develop and retain the expertise we need. The monetary part is divided into 2 elements. One, being the fixed remuneration, that is fixed salary and accrual of pension. The second is the variables component, namely annual bonus and a long-term bonus program. The guidelines recommend being competitive in respect of the fixed salaries based on the market median while the potential inherent in the bonus schemes may exceed the median senior executives and Orkla participated in the group's central annual bonus program, the so-called STI program. The program has a maximum ceiling of 100% of the executive's fixed salary as of 31st of December in the year of accrual. The program is designed in such a way that achievement of ambitious predefined targets can result in a bonus of approximately 50% of an executive's fixed salary as of 31st of December in the year of approval. Since 2020, Orkla has had an option based long-term incentive scheme, the so-called LTI scheme for senior executives and key personnel. These guidelines are open for continuing this program within the framework adopted in 2020. The applicable LTI scheme has been presented in the statement of executive remuneration in the drive and we propose to continue the scheme adopted in 2020 without adjustments for 2021, this year. The Board emphasizes that the applicable LTI scheme creates a good alignment of interest between shareholders and key executives, rewards performance criteria that support long-term value creation and creates a strong retention element, allowing Orkla to keep critical competence. For several years, the group has had a program that gives employees the opportunity to buy a limited number of shares at a discount in relation to the market price of the share. This scheme is also available to senior executives. The Board would like to continue this scheme also for 2020 to '21. I give the floor back to the moderator.

Thank you for your report. We have not received any questions on this item. We will be closing the votes on this item soon. If you haven't cast your votes yet, please do so now. The Board of Directors has submitted the following proposal to the AGM, and this is shown on the screen. The general meeting approves the Orkla statement all guidelines for salaries and other remuneration of senior executives. And again, we have a brief delay vis-à-vis the broadcast, while we wait for votes to be counted. [Voting]

We have not received any further comments to Item 3, and we hereby close the vote. Counting the vote, it seems that the item have been adopted by sufficient majority. Let's move to agenda Item 4, the report on the company's corporate governance. Ownership management and management of the company would be the Norwegian translation of English concept of Corporate Governance. Norwegian rules are found in the Norwegian recommendation for corporate governance, amongst other places. From this recommendation follows that the Board should make sure that the company has good corporate governance. And it should give an over presentation of this in the annual report and explain any deviations if the recommendation has not been followed, it's so-called follow up or explained principle. It is also stated that the Board should explain the value base of the company and in line will this draw our guidelines. Rules and requirements for reporting linked to corporate governance are also found in the stock exchange regulations and the accounting act. The presentations should be presented to the AGM as an item of information, which is what we're doing. So it should not be approved by the AGM. This follows from the public limited liability companies act, section 5.6 with subsection. Orkla reports both under the Accounting Act Section 3, 3B and the recommendation. And on Pages 41 to 50 of the annual report, we have an extensive report on these matters. As you can see from that report, Orkla mainly acts in line with the recommendations. There are 2 minor issues where there is a deviation from the recommendation. And we have reported on those in a separate annex to the notice. And in addition, they are explained in the report. There are no questions received for this item on the agenda. I will invite the AGM to take due note of this item of information. And now item 5, authorization to the Board to acquire the company's own shares at the Annual General Meeting on April 16, 2020, the Board of Directors was authorized to acquire the company's on shares until the Annual General Meeting in 2021. That is today. The Board of -- sorry, the Annual General Meeting as every year, granted such authorization, and this has been used for moderate repurchases of shares. As per the date of the notice, we have 501,800 shares. The Board has proposed that this authorization should be renewed. We have included this proposal as an annex. And we propose, as in previous years, that the shares acquired under the authorization will only be used for 1 of 2 -- the 2 following proposals. One is the dilution of shares and any such proposal will be presented to the AGM or used to fulfill the employee incentive programs, which is what the AGM has decided also on previous occasions. We shall vote on both purposes, and we ask shareholders to vote on both purposes. Simultaneously, we will soon close the voting, and all those who have not voted so far must vote now. We also note that no questions or comments to this item have been received. The Board has presented the following proposal to the AGM. You will now see it on the screen. One, the general meeting of Orkla ASA hereby authorizes the Board of Directors to permit the company to acquire shares in Orkla ASA with a nominal value of up to NOK 125 million, divided between 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 120. The Board of Directors shall have a free hand with respect to methods of acquisition and disposal of treasury shares. This authorization shall apply from April 16, 2021 until the date of the Annual General Meeting in 2022. I would just like to specify that this concerns acquisition and disposal treasury shares. Two, the authorization may be utilized to fulfill existing employee incentive programs and employee incentive programs within the framework of the guidelines adopted by the General Meeting in accordance with Item 3 of the agenda. Now 3, the general -- the amount -- these acquired shares may be used for cancellation of shares. Now we will have a short break until we have counted the votes cast with regard to this item of the agenda. [Voting]

Well, there's a question. Let's address the question right away. 5.1 and 5.2, the proposal seem to be cumulative, that is 100 million shares for incentive -- the incentives program and 100 million for cancellation of shares. Is this correct? Who would like to answer the question? I guess the answer is absolutely no. It's 100 million in total, and they may be used for 2 different purposes. Wouldn't that be the right answer? Yes. Then they would confirm there are no additional comments to the item. We have now closed the voting. The counting shows that if item has been adopted with the sufficient majority. Then we'll go on to items 6 through 9 of the agenda, the election and decision on remuneration of the Board and Nominations Committee. Agenda points 6 through 9. The election of members of the Board and deputy members, the election of members of the Nomination Committee and remuneration of the Board and Nomination Committee. The Nomination Committee's recommendation were dated 19th of March 2021 and has been accessible to the shareholders on the website from that date. We will deal with these items as follows. First, Nils-Henrik Pettersson, member of the Nomination Committee, will brief us about the work of the committee and its recommendations, and then we will go back and conduct votes on each individual item. All right. Nils-Henrik, you have the floor.

Thank you. My name is Nils-Henrik Pettersson. And the Nomination Committee Chair is Anders Christian Stray Ryssdal, and he was not able to attend, and that's why I will present the recommendation. The Nomination Committee has consisted of the Chair Anders Christian Stray Ryssdal; and Rebekka Glasser Herlofsen, Kjetil Houg and myself as members. In addition, the committee is supplemented by an employee representative, namely Terje Utstrand, during discussions about the chair of the Board. And Terje is also heard when remuneration is to be determined. The composition of the Nomination Committee follows and safeguards the interest of the body of shareholders and meets the criteria of the Norwegian code and practice for corporate governance. And are also designed to safeguard interest for all shareholders. The Annual General Meeting has issued separate instructions for the Nomination Committee. The instructions are posted on Orkla's website and include rules on the composition and election, remuneration responsibilities, requirements for composition and independence as well. The Nomination Committee's recommendation, as you find on the website, it also contains a more detailed description of the committee's work and I will, therefore, not go into detail about it now. I will now move to address for the recommendation for the election of members and a deputy member of the Board. Members and the deputy member of the Board were elected by the Annual General Meeting last year namely 16th of April 2020 for a term of 1 year. And this means that all of the shareholder elected board members as well as a deputy member are up for election, the existing Board of Directors consist of 7 shareholder elected members and 1 deputy. The -- also some aspects that we don't invite AGM to have an opinion owned. The Nomination Committee is of the opinion that we have a well-functioning Board and that the Board members have relevant and complementary expertise and that all members have the required capacity and motivation to follow-up in a good manner and give priority to Board work. And this means that the Nomination Committee recommends that all Board members be reelected and also by the deputy member here. I believe that you will see a list of the Board members on the screen, so I don't need to read it. As for the term of office for members and the deputy member of the Board, then pursuant to the Article of Associations, the term of office can be stipulated as being up to 2 years. But the Nomination Committee has, for several years, practice that we do an annual assessment and that we assess the overall composition of the Board. So therefore, we recommend that they be elected for a term of office at 1 year. Next is the recommendation regarding the election of the chair of the Board but this is not something that the Annual General Meeting is invited to make, it is up to the Board to reelect chair. And the Nomination Committee recommends the reelection of Stein Erik Hagen as chair. Next is the Nomination Committee's recommendation regarding the election of members of the Nomination Committee. I was elected 2 years ago for a term of 2 years. And this means that I'm up for election this year. The other members, Ryssdal, Glasser Herlofsen, and Kjetil Houg are not up for election this year. The Annual General Meetings instructions through the Nomination Committee means that for the recommendation of nominees to the Nomination Committee, it should be nominated by a unanimous Nomination Committee. And the Nomination Committee has unanimously decided to recommend the reelection of me for a term of office of 2 years. Next is the Nomination Committee's recommendation for remuneration of the members of the Board. For a series of years, we have made an annual assessment or adjustment that is inspect with a general wage development in society. And in order to see if that warrants this practice, we also collect benchmarking and statistics data. Last year, there was no annual adjustment, and I believe that was attributable to the very unusual situation and uncertainty that we then had, but we have now seen that Orkla has fared soundly through the pandemic so far. And we have, therefore, made the assessment that it would be natural to make adjustments in step with the wage development and then consider last year's situation. And then we have compared this with what benchmarking aspects would indicate and then made some slight adjustments. You will see the conclusions on the screen. I don't see any point in me reading everything. But here, you will see that adjustments are in the range of around 4%, up to around 6%, depending on the individual item. I think this is the correct level, but we believe that it's still some way up to when it comes to remuneration for our offices, but this is felt to be appropriate now. And also here, remuneration for Board members and deputy. And you can see the various committees, Compensation Committee and Audit Committee. We have collected information from the market, benchmarking and statistics and then made the decision. But we've also seen that the work in these committees are more demanding, takes more time to do the work than it's used to. And we have tried to find adjustments in step with the general wage development and society. The last point is the remuneration of members of the Nomination Committee, and we've used the same starting points by adjusting in alignment with the general wage development, and this means adjustments in the range of 2% to 2.5%. Thank you.

Thank you to the Nomination Committee's member for your report. And then let's move to deal with and vote on each of the agenda items from 6 through 9. As you can see, there are quite a number of sub items to vote on. Shareholders are asked to vote on all candidates under Item 6 as well as to vote on Item 7, 8 and 9 now. Those who have not yet cast your votes for items 6 through 9, please do so now as the votes on all these sub items will soon be closed. If you wish to nominate alternative candidates, then please submit to your proposals now. We have received a question that I can read out now. Can you please explain how 4.4% to 6% increase would mean that you follow market development? What kind of companies have you benchmarked yourself against? I will give the floor back to Mr. Pettersson.

Like I said, our point of departure has been the general waste development and society and they have been roughly a couple of percent. And then we have made some assessments on top of that. We have also looked into what other companies have done for benchmarking purposes, and then we have made some minor adjustments. If we were to make this to fully plan and align ourselves, we -- the adjustments will probably have been bigger. I hope that answers your question. Like I said, last year, there was no adjustment made, and that's also part of the story. Have you received any other questions?

No, we haven't.

Have you received any further nominees?

No, we haven't. All right. Then we will simply move to Item 6, election of members and a deputy member of the Board of Directors. So the Nomination Committee proposes election of Stein Erik Hagen, Ingrid Jonasson Blank, Nils Selte, Liselott Kilaas, Peter Agnefjäll, Anna Mossberg and Anders Kristiansen as Board members. In addition, there is a recommendation for reelection of Caroline Hagen Kjos as a personal deputy for Hagen and Selte, and we will now have a break awaiting the counting of the votes. [Voting]

We cannot see having received any additional comments to Item 6.1, which is to be dealt with now. We close the voting. The counting shows that all candidates were elected with the necessary majority of votes. As regards to the proposed term of office, the proposed term of office is 1 year, that is until the ordinary AGM of 2022 as has been stated in the recommendation of the Nomination Committee. We continue this to have been approved now. Item 7, election of a member of the Nomination Committee. The Nomination Committee proposes reelection of Nils-Henrik Pettersson as a member of the Election Committee. There are no additional comments with regard to this item. And we have closed the voting. The counting shows that Pettersson was elected with the necessary majority of votes. Term of office for the Nomination Committee has been proposed to be 2 years until the ordinary AGM of 2023 as per the recommendation of the Nomination Committee. We consider this to have been approved. Item 8, remuneration of members of the Board of Directors. There are no alternative proposals or comments. We have closed the voting. The counting of votes shows that this item has been carried with the necessary majority. Item 9, remuneration of members of the Nomination Committee, no alternative proposals or comments have been received with regard to this item. The voting has been closed. The counting shows that this item was carried with the necessary majority of us. Let's go on to Item 10, approval of the -- or that is approval of the auditor's remuneration. This is the last item of our agenda. And the shareholders who have not voted, please vote now. Since we will close the item imminently. The approval for the auditing is NOK 3,632,811. The overall fees for Ernst & Young for the group in 2020 amounted to about NOK 39.5 million. This fee is mainly related to the auditing of group companies in the amount of NOK 35.9 million, but also some advisory services amounting to NOK 3.6 million. The auditing fee of other -- paid to other auditors amounted to approximately NOK 2.5 million. References made to note 5 of the accounts of Orkla ASA. For a description, I propose that the proposed auditors fee of NOK 3,632,811 is to be approved. Any questions with regard to this item? No questions. Then we will wait until the voting has been closed, and we have received the results of the votes. [Voting]

No alternative proposals or additional comments have been received with regard to Item 10 of the agenda. The voting has been closed. The counting shows that this item has been carried with the necessary majority. There are no more items on the agenda that require the approval of the general meeting. All roles have been accounted. And you have informed the results. The detailed numbers of votes will be reflected in the protocol that will be published shortly after the closing of the AGM. Then it only remains for me to thank you all, on behalf of myself, and I will give the floor to the Chairman of the Board.

Thank you, Idar. I would just like to, on behalf of the Board, firstly, thank the management and all employees of the Orkla Group for a fantastic effort in 2020. I would also like to thank the shareholders for participating at the Annual General Meeting, I would like to welcome you back to the next Annual General Meeting in 1 years' time. Thank you all. [Statements in English on this transcript were spoken by an interpreter present on the live call.]