Orkla ASA (ORK) Earnings Call Transcript & Summary

I would like to extend a warm welcome to everyone and hereby declare the Extraordinary General Meeting of Orkla ASA opened. We will conduct the general meeting as a digital meeting, and we thank all shareholders who participate today. The general meeting is scheduled by the Board of Directors and in accordance with Paragraph 8 of the Articles of Association. The notice of June 19, 2026, has been sent to all shareholders with a known place of residence. It was also announced as a stock exchange announcement and on the website on the same day. The documents to be considered at this general meeting have been made available to shareholders on the company's website. Shareholders who wish to receive the documents physically have been able to have them sent to them free of charge by contacting the company. No objections have been received to the notice. I declare the general meeting legally convened. Those attending the Annual General Meeting today are Acting Chair of the Board, myself, Liselott Kilaas; proposed meeting Chair, Anders Ryssdal; President and CEO of Orkla, Nils Selte; General Counsel, Camilla Tellefsdal Robstad. We will start with some practical information before reading the list of attending shareholders, proxies and advanced votes, and I give the floor to General Counsel, Camilla Tellefsdal Robstad. Please, Camilla.

Thank you, Lisa. Lovely to see you. You have 4 buttons at the top of your screen that you can click on. By pressing home, you will find additional technical details about how this works, and I recommend that you read the text entered here. Messages gives you the opportunity to see messages sent in from other shareholders as well as allowing you to enter written questions and comments for the general meeting yourselves if desired. The documents button gives you a copy of the notice and other associated documents. The voting button takes you to the items to be adopted here today. Voting will also be pushed to your screen as we move from one item to the next. It is now closed for additional shareholders to log on, and DNB has been preparing the list of represented shares, which I will read. So we have a list of share capital represented here today. 757,986,509 shares are represented by advanced votes. 615,340 shares are represented by a proxy to the Chair of the Board. 2,271 shares are represented by instructions to the Chair of the Board. Online, we have 8 shareholders voting for 115,706 own and proxy shares. In total, this is 758,206,986 shares represented, equivalent to 78.32% of the voting share capital. Then I give the floor back to Liselott Kilaas.

Then we move to agenda item #1, and that is election of the meeting Chair. In accordance with the rules of the Public Limited Liability Companies Act, the general meeting has been opened by the undersigned by virtue of being the acting Chair of the Board. The opportunity to vote will now be opened, and we will move on to the first item on the agenda, which is the election of the meeting Chair. The Board proposes that Anders Ryssdal be elected as meeting Chair. Ryssdal is a lawyer and is independent of the company's Board of Directors and management. He is also chairing the Orkla Nomination Committee. I ask that everyone who has not yet voted or would like to change the vote does so now. I would like to point out that you are also free to vote on the remaining agenda items already now if desired. We are now waiting a little bit so that everyone has the opportunity to vote. [Voting]

We cannot see that there have been any comments on the matter to be considered, and the vote is now closed. The count shows that Anders Ryssdal has been elected as meeting Chair. A shareholder should also be appointed to sign the minutes together with the meeting Chair. It's proposed that Camilla Tellefsdal Robstad, who is present here today, will sign the minutes. Unless objections are raised by logged-in shareholders during the general meeting, this will be deemed approved. Then I give the floor to the meeting Chair, Anders Ryssdal. Anders, please.

Thank you, Liselott. We will now move on to the issues of substance on the agenda today and deal with the Nomination Committee's recommendations. Before we move on to the items in due order, I would like to observe a brief moment of remembrance in honor of Mr. Stein Erik Hagen, who has served as the Chair of the Board of Orkla for more than 20 years. His death was sudden and unexpected. Since we are in a virtual meeting, I will not observe the full customary 1 minute, but let us keep this in mind as we move on to the agenda. Thank you. Following the unexpected passing of the Chair on the 4th of May 2026, a new Chair of the Board will be elected as well as a new shareholder elected Board member of Orkla ASA. The Nomination Committee's recommendation is dated the 19th of June and has been available to shareholders on the company's website since then. The Nomination Committee consists of Nils-Henrik Pettersson, Rebekka Glasser Herlofsen, Kjetil Houg and me. In addition, the committee is supplemented by employee representative Vidar Dahl when recommendation election of the Chair of the Board, and he has also consulted with determining remuneration issues. The composition of the Nomination Committee safeguards the interest of the shareholders as a whole and fulfills the criteria set out in the Norwegian Code of Practice for Corporate Governance. The work of the Nomination Committee has also been carried out in accordance with separate instructions for the Nomination Committee issued by the general meeting. We'll then first move to complement the Board, and suggestion has been made for a new Board member. The Nomination Committee wishes to maintain the number of shareholder-elected Board members after Mr. Hagen's passing, which means that we have to elect a new member today. The Nomination Committee proposes Jan Ole Stangeland as new Board member. He's currently CEO of Canica AS, where he holds overall responsibility for strategy, capital allocation and the development of a diversified investment portfolio. The Nomination Committee conducts an annual assessment of the overall composition of the Board and Directors and proposes that the election period is set until the next Annual General Meeting, which will, under custom, be held next May -- next April. So this is the first recommendation, how to complement the Board. We also have to elect a new Chair of the Board and the Nomination Committee recommends Mr. Christer Kjos as the new Chair. Christer Kjos is the CEO of Canica Holding AG and Canica International AG, which manage Canica's international investment activities, and he is responsible for Canica's significant investment in Orkla. Christer Kjos was elected to the Board on last -- on this year's Annual General Meeting in April, and his CV was circulated. The employee representative Vidar Dahl has given his approval to the committee's recommendation. Furthermore, in view of the situation where we are somewhat in transitory phase, the Nomination Committee proposes that acting Chair of the Board, Liselott Kilaas, be elected as new Deputy Chair of the Board. This is to assure continuity as well as involvement by all Board members. The appointment of Deputy Chair is formally a matter for the Board itself and is therefore not put up for decision today. But since this is the Nomination Committee's view, we need to deal with the issue of remuneration. The remuneration for Board members is an item for the general meeting, and the Nomination Committee considers that the remuneration for the Deputy Chair should be in between the level of the Chair and the level of the ordinary Board members. On this basis, the Nomination Committee proposes a fee of NOK 970,000 per year for the Deputy Chair of the Board. It is proposed that this rate shall apply until a new resolution is adopted. So these are the reasons given for the Nominations Committee's suggestions today, and these are the only items we are to deal with. I'd like to stress this, since we are now moving to the voting phase. Those who have not cast their votes on these issues must therefore do so now. There will be a brief pause so that we can register any incoming signals. Thereafter, the voting will be closed. If there are alternative candidates or views, this must be reported now. As Ms. Robstad has told you, you are free to send any message to the meeting, which will be dealt with here. But if there are not, we are considering -- we will consider the vote closed pretty soon. However, now to get every -- let everyone has a chance to voice their opinion and to register the votes, we'll observe a pause, and I will tell you when the pause is over. [Voting]

There has been no incoming questions or any amendments unexpected on the voting side. So the vote for items 2, 3 and 4 is now closed. The count shows that there is a sufficient majority for the Nomination Committee's recommendation of Mr. Stangeland as Board member, and Mr. Kjos as Chairman of the Board, and an enhanced fee for the Deputy Chair of the Board. All the recommendations have been approved. We have a formal item 5 on the agenda today, the use of electronic communication. And it is proposed that the general meeting allows electronic communication between the share issuer and the shareholders. Today, the company sends physical letters to all shareholders unless the shareholder has explicitly agreed to electronic communication. This has been a function of the press of the earlier state of the law, but this legal state has now been amended, allowing companies to use electronic communication unless the shareholders opt out, that is, the inverse solution as we had before, out of digital information and wants to receive physical letters. Detailed information on how shareholders eventually could opt out was attached to the notice of this Extraordinary General Meeting. Use of electronic communication as described requires a decision by the general meeting and the Board of Directors, therefore, proposes that the general meeting adopt the following resolution: You can see it on your screens. I will still read it aloud. To the extent permitted by the legislation in force at any given time, the company may use electronic communication when messages, notifications, information, documents, announcements and the like are sent to a shareholder. However, this does not apply to shareholders who have opted out of such use of electronic communication. As you see, the freedom to choose remains even if the main rule has been changed. We'll now vote on this agenda item 5 and wait a few seconds to see that everyone has had the opportunity to vote. [Voting]

Thank you. We cannot see that there have been any comments on the matter to be considered, and the vote is now closed. The count shows that the proposed solution has been adopted with the necessary vote. And in the future, Orkla will conduct its communication with shareholders accordingly. There are no more items on the agenda this year -- today that require the general meeting's decisions. All votes have been counted and results announced. The detailed voting figures will appear in the minutes, which will be published shortly after the general meeting. Even though this has been a brief meeting, it has been an important meeting for the future direction of the company, and we are very fortunate that so many shareholders have agreed to participate. We wish you all a good summer break. Thanks.