Report
Expert Corporate Governance Service (ECGS)
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Etude de l'AG du 20/04/2017

In general, Orkla is in compliance with the Norwegian regulations relating to the

organisation and procedures of the AGM.

Under ITEMS 3.2, 3.3 and 5.2, the Board of Directors seeks approval for the Company's remuneration guidelines and a share-related incentive arrangement. Since we have various concerns with regard to the Company's executive remuneration package in general and the proposed share-related incentive arrangement in specific, we recommend opposition.

Under ITEM 6.3, it is proposed to re-elect Ms. Ingrid Jonasson Blank as member of the Board of Directors. In light of our concerns over her aggregate time commitments we recommend opposition.

Finally, under ITEM 9.2, the Nomination Committee seeks approval for the remuneration of the Board of Directors. Although we strongly welcome the proposed share-ownership requirement, we do not approve of such significant increases without adequate justification. As we do not agree with the motivation provided by the Nomination Commitee, we recommend opposition.

Underlying
Orkla ASA

Orkla is a consumer goods company in the Nordic and Baltic regions. The Branded Consumer Goods area comprises five business areas: Orkla Foods, Orkla Confectionery and Snacks, Orkla Home and Personal, Orkla International and Orkla Food Ingredients. Co.'s other businesses consist of Granges, a supplier of solutions for the heat exchanger industry; Hydro Power, which produces and supplies power to the Nordic power market; and Orkla Financial Investment, which consists of Orkla Eiendom; in addition to its investments in Sapa (JV), which is engaged in extruded aluminium solutions; and Jotun AS, which is a manufacturer of paint and powder coatings.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

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Expert Corporate Governance Service (ECGS)

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