Prospectus

Orkla ASSA

Registration Document

Oslo, 16 Januaryr 2014

Joint Lead Managers:

Orkla ASA, Prospectus of 16 January 2014

Registration Document Important information

The Registration Document is based on sources such as annual reports and publicly available information and forward looking information based on current expectations, estimates and projections about global economic conditions, the economic conditions of the regions and industries that are major markets for the Company's (including subsidiaries and affiliates) lines of business.

A prospective investor should consider carefully the factors set forth in chapter 1 Risk factors, and elsewhere in the Prospectus, and should consult his or her own expert advisers as to the suitability of an investment in the bonds.

This Registration Document is subject to the general business terms of the Joint Lead Managers, available at their websites (www.dnb.no and www.seb.no). The Joint Lead managers and/or affiliated companies and/or officers, directors and employees may be a market maker or hold a position in any instrument or related instrument discussed in this Registration Document, and may perform or seek to perform financial advisory or banking services related to such instruments. The Joint Lead Managers’ corporate department may act as manager or co-manager for this Company in private and/or public placement and/or resale not publicly available or commonly known. Copies of this presentation are not being mailed or otherwise distributed or sent in or into or made available in the United States. Persons receiving this document (including custodians, nominees and trustees) must not distribute or send such documents or any related documents in or into the United States.

Other than in compliance with applicable United States securities laws, no solicitations are being made or will be made, directly or indirectly, in the United States. Securities will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The distribution of the Registration Document may be limited by law also in other jurisdictions, for example in Canada, Japan and in the United Kingdom. Verification and approval of the Registration Document by the Norwegian FSA (“Finanstilsynet”) implies that the Registration Document may be used in any EEA country. No other measures have been taken to obtain authorisation to distribute the Registration Document in any jurisdiction where such action is required.

The Norwegian FSA has controlled and approved the Registration Document pursuant to the Norwegian Securities Trading Act § 7-7. The Norwegian FSA has not controlled and approved the accuracy or completeness of the information given in the Registration Document. Financial supervision and approval relating solely to the Company has included descriptions according to a pre-defined list of content requirements. The Norwegian FSA has not undertaken any kind of control or approval of corporate matters described in or otherwise covered by the Registration Document.

The Registration Document together with a Securities Note constitutes the Prospectus.

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Registration Document TABLE OF CONTENTS:

1 Risk factors ...... 4 2 Definitions ...... 6 3 Persons responsible ...... 7 4 Statutory Auditors ...... 8 5 Information about the Issuer ...... 9 6 Business overview ...... 10 7 Trend information ...... 22 8 Administrative, management and supervisory bodies ...... 23 9 Major shareholders ...... 30 10 Financial information concerning the Issuer's assets and liabilities, financial position and profits and losses ...... 31 11 Third party information and statement by experts and declarations of any interest ...... 33 12 Documents on display ...... 34 Cross Reference List ...... 35 Joint Lead Managers’ disclaimer ...... 36 Articles of Association, Orkla ASA ...... 37

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1 Risk factors

Investing in bonds issued by Orkla ASA involves inherent risks. As the Company is the parent company of the Group and a , the risk factors for Orkla ASA and the Group are deemed to be equivalent for the purpose of this Registration Document. Prospective investors should consider, among other things, the risk factors set out in the Prospectus before making an investment decision. If any of the following risks actually occur, the Company’s business, financial position and operating results could be materially and adversely affected. The factors described below are risks of which the Company is aware and represent the principal risks inherent in investing in bonds issued by the Company. Occurrence of the risk factors described below may cause inability of Orkla ASA to pay interest, principal or other amounts on or in connection with the bonds.

There is an inherent risk related to the lack of optimisation of the Group’s portfolio of businesses. This include risk related to the implementation of Orkla’s strategy, including disposals, acquisitions, restructurings and realisation of synergies in order to achieve improved profitability. Specifically, such risks apply to the joint venture between Sapa and for their Profiles, Extrusions and Building System businesses. Generally, risk is primarily related to the successful execution of complex transactions related to acquisitions and disposals, as well as to demanding financial planning. Failure to successfully complete acquisitions, disposals and restructurings necessary to implement Orkla’s strategy could reduce the group’s future profitability and growth.

Orkla operates internationally and is exposed to financial risks like currency risk, interest rate risk, commodity price risk, liquidity risk and credit risk. Orkla uses derivatives and other financial instruments to reduce these risks in accordance with the Group’s financial policy.

Financial risks within each business area This section describes the most important risk factors within each business area of the Group and the management of these. In this context, financial risk is defined as risk related to financial instruments. These may either be hedging instruments for underlying risk, or viewed as a source of risk themselves. Market risk not hedged with financial instruments is also discussed in this section.

Branded Consumer Goods Entities within this area are primarily located in the , Russia and India. Production and sales mainly take place in local markets. A significant part of the input factors are imported, as well as some finished goods. The two primary sources of financial risk within this business area are price risk on agricultural products and ingredients in food production, as well as currency risk on imported goods. Price risk on raw materials is normally dealt with in commercial contracts. Each company hedges the currency risk arising from contracts with currency forward contracts against its own functional currency. Over time, the Branded Consumer Goods business needs to succeed with its innovations, product launches and efficiency improvement programmes if it is to be able to maintain its current level of profitability.

Gränges AB (formerly Sapa Heat Transfer) Gränges has substantial export out of and China, and is therefore exposed to currency risk. This risk is being hedged according to policy. Currency exposure related to firm commitments is hedged, usually for periods of up to 15 months.

For Gränges, the prices of both products and metal purchases are affected by fluctuations in the market price of aluminum. Gränges seeks to reduce this risk primarily by linking prices from metal suppliers to prices towards customers. Additionally, aluminum futures contracts are entered into, within defined limits, to mitigate price risk related to orders and the value of unsold metal in stock. Gränges normally has a certain stock level for which prices to customers have not been fixed. When the LME (London Metal Exchange) price is increasing, this will have a positive effect on profit, and a decreasing price will affect profit negatively. As of 31 December 2012 Gränges had net sold 29,375 tonnes (2011: 28,675 tonnes) of aluminum for hedging at the LME.

Hydro Power Hydro Power is a large producer of hydroelectric power through Orkla Energi. A substantial part of the production is sold under long-term contracts, whereas the remainder is sold in the spot market. Where contractual commitments exceed available power from own production, this is covered through purchases in the power market. Risk is thus related to the operation of power plants, precipitation, reservoir levels and power price trends. In order to optimise such factors as 24-hour variations, seasonal variations, and its own production level, Hydro Power may utilise financial and physical contracts that are traded on Nasdaq OMX (financial) and on Nord Pool (physical).

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Registration Document Shares and financial assets Shares and financial assets include mainly the share portfolio which consists of listed and unlisted shares and investments,. The shares and investments are exposed to price movements. In accordance with changes in the Group strategy the liquidation of the share portfolio continued in 2012, with net sales of shares totaling NOK 3.4 billion, and the value of the portfolio as of 31 December 2012 was NOK 2.6 billion. The sale continued in 2013 and as of 30 September 2013 the value was approximately NOK 1 billion.

Financial Risk

Currency risk Orkla is exposed to currency risk related to imports of raw materials and exports of finished goods. Unfavourable developments in currency exchange rates may weaken Orkla’s profitability

Interest rate risk Orkla is exposed to interest rate risk on its floating rate debt. Increased interest rates will lead to higher finance costs and lower net profitability.

Refinancing and Liquidity risk As a long term borrower, Orkla is exposed to risk related to refinancing of existing debt as well as financing of additional debt. As of 30 September 2013, Orkla had a financing structure with unused long-term committed drawing facilities, which was more than 90 % of the net interest bearing debt (interest bearing debt minus cash and equivalents). Due to the size of and maturity profile of unused credit facilities compared to that of the outstanding debt, Orkla considers its refinancing risk, as well as its liquidity risk to be low.

Credit risk Orkla has credit risk related to its customers. Payment defaults by customers may lead to reduced profitability for Orkla. The management of credit risk related to accounts receivable and other operating receivables is handled as part of the business risk, and is continuously monitored by the operating entities.

Price risk on raw materials and finished goods Orkla has production and sales operations in several different countries, and is exposed to risks such as price risk linked to raw materials used in its production and to price risk on the finished products that Orkla sells in its markets. Increased raw material prices may to the extent not compensated by increased finished goods prices, negatively affect Orkla’s profitability and cash flow.

For information about the Company’s risk management, see note 31 Financial risk in the Financial report 2012. Please see Cross Reference List for complete references.

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2 Definitions

Annual Report of 2012 Orkla ASA' financial report of 2012

Annuall Report of 2011 Orkla ASA' financial report of 2011

Articles of Association The articles of association of the Company, as amended and currently in effect

Board of Directors The board of directors of the Company

Companies Registry The Norwegian Registry of Business Enterprises (Foretaksregisteret)

Company/Issuer/Orkla, Orkla ASA Orkla ASA, a Norwegian public limited company

Consolidated Financial Statements The consolidated financial statements and notes included in the Company’s annual report to shareholders

Group The Company and its subsidiaries IFRS International Financial Reporting Standards

ISIN International Securities Identification Number

NOK Norwegian kroner

Prospectus: The Securities Note together dated 16 January 2014 with the Registration Document dated 16 January 2014 constitutes the Prospectus.

Registration Document This document dated 16 January 2014

Securities Note Document to be prepared for each new issue of bonds under the Prospectus

VPS or VPS System The Norwegian Central Securities Depository, Verdipapirsentralen

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3 Persons responsible

3.1 Persons responsible for the information Persons responsible for the information given in the Registration Document are as follows: Orkla ASA, P.O. Box 423 Skøyen, N-0213 ,

3.2 Declaration by persons responsible Responsibility statement: Orkla ASA confirms that, taken all reasonable care to ensure that such is the case, the information contained in the Registration Document is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import.

Oslo, 16 January 2014

Orkla ASA

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4 Statutory Auditors

4.1 Names and addresses The Company’s auditor for 2012 and 2011 has been Ernst & Young AS, independent State Authorised Public Accountants, Dronning Eufemias gate 6, N-0191 Oslo.

State Authorised Public Accountant Jan Wellum Svensen has been liable for the Auditor's report for 2012 and 2011.

Ernst & Young AS and Jan Wellum Svensen are members of The Norwegian Institute of Public Accountants.

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5 Information about the Issuer

5.1 History and development of the Issuer

5.1.1 Legal and commercial name The legal name of the Issuer is Orkla ASA, the commercial name is Orkla.

5.1.2 Place of registration and registration number The Company is registered in the Norwegian Companies Registry with registration number 910 747 711.

5.1.3 Date of incorporation Orkla ASA was incorporated on 27 February 1918.

5.1.4 Domicile and legal form The Company is a public limited liability company organized under the laws of Norway, including the Public Limited Companies Act. See also section 6 Business overview.

The Company's registered address is Nedre Skøyen vei 26, 0276 Oslo, Norway. Postal address is P O Box 423 Skøyen, 0213 Oslo, Norway The Company’s telephone number is +47 22 54 40 00.

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6 Business overview

Orkla is an international group listed on the and headquartered in Oslo, Norway. Orkla ASA is the parent company of the Group.

Activities at head office (Orkla ASA) include the Group’s executive management and the corporate functions communication, legal affairs, corporate development, HR, accounting/finance, risk management and internal audit. The corporate function staff largely carry out assignments for the Group’s other companies, and charge the companies for these services.

Orkla’s goal is to give its shareholders a long-term return on their investment that well exceeds the average stock market return.

Orkla’s strategic focus will be on creating growth in its branded consumer goods operations. Based on the company’s core competencies in brand building and , Orkla intends to strenggthen its position as a large branded consumer goods company in the Nordic region.

The Group is one of the leading Nordic suppliers of branded consumer goods and conceptt solutions to the grocery and out-of-home sectors (Source: Nielsen ). Orkla also holds several strong positions in India, Russia and Austria. Moreover, Orkla Food Ingredients is a major suppplier to the European bakery market.

In addition to its branded consumer goods business, Orkla still operates in the real estate, hydropower and aluminum sectors and has financial investments.

Issuer dependent upon other entities

Activities at head office include the Group’s execuutive management and the corporate functions communication, legal affairs, corporate development, HR, accounting/finance, risk management and internal audit. The corporate function staff largely carry out assignments for the Group’s other companies, and charge the companies for these services. Orkla ASA owns certain trademarks that are utilized by various companies in the Orkla Group. Royalty fees are invoiced for the use of these trademarks.

As a parent company, the Issuer relies on its subsidiaries and investments for its income. Should these subsidiaries or investments fail, the Issuer is vulnerable to loss of income and cash flow. In addition, Orrkla ASA invoices its subsidiariies for services provided, and the payments are included in the Company’s operatting revenues.

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6.1 Branded Consumer Goods

Orkla Branded Consumer Goods is one of the Nordic region’s largest branded consumer goods companies, holding strong positions on its home markets Norway, Sweden, , Finland and the Baltics (Source: Nielsen ). The bulk of the portfolio lies in the Nordic region and the Baltics, but Orkla also holds several strong positions in Russia, Poland, India and Austria. Orkla’s branded consumer goods area consists of a portfolio of well-known brands and concept solutions that hold mainly No. 1 and No. 2 positions in their categories (Source: Nielsen). Through Orkla Food Ingredients, Orkla is an important supplier to the European bakery market.

The business area is divided into five units: Orkla Foods, Orkla Confectionery & Snacks, Orkla Home & Personal, Orkla International and Orkla Food Ingredients.

A brand is essentially a concept that describes a set of associations, perceived qualities and attributes that are linked to specific products and services.

These associations and attributes are created by means of brand names, symbols, design, logos, product promises or other aspects of the brand’s communication.

The aim is to instil in the consumer a stronger inclination to buy, a willingness to pay the price or a loyalty to the brand.

A brand culture is a well-organised, shared work and thought system that makes it possible to optimise the brand’s economic potential in the long term.

The market situation In the last few decades, the branded consumer goods business has expanded significantly through the development of private brands and a wide range of acquisition, synergy and restructuring projects.

This has resulted in the establishment of a robust business system for the Nordic operations. There is still growth potential in selected markets and product categories in the Nordic region.

At present, Orkla's Branded Consumer Goods Area's market positions are clearly strongest (Source: Nielsen) in Norway and Sweden. The goal is to improve positions in Finland and Denmark, as well as in selected markets elsewhere.

"Orkla's competitors varies from category to category, but in general Orkla’s main competitors are global branded consumer goods companies like , Nestle and P&G and the retailers own brand (Private label)".

The Branded Consumer Goods Area has well-developed sales organisations in all the Nordic countries.

The Group’s size, expertise and many years of experience make it a professional partner, which seeks to work closely with the retail trade to improve sales efficiency by implementing time-saving, cost-cutting measures, and to promote mutual profitable growth through good category-development projects.

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6.1.1 Orkla Foods Orkla Foods comprises Orkla’s food businesses in the Nordic region and the Baltics.

The companies4 in the business area are Stabburet in Norway, Procordia and Abba Seafoood in Sweden (the two companies merged in July 2013), Beauvais foods in Denmark, Felix Abba in Finland, Põltssamaa Felix in Estonia, Spilva in Latvia and Suslavicius-Felix in Lithuania..

Orkla Foods’ operations are concentrated on its own strong brands, which largely hold no. 1 and no. 2 positions in their home markets (Source: Nielsen).

______4 Following reorganisations and mergers between Orkla Foods companies in Norway, Sweden, Denmaark and Finland have during 2013, the companies in these countries will be using thee common Orkla Foods name.

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• Profit growth ascribable to contributions from acquired companies • Continued good performance in Sweden, Finland and the Baltics • Integration of Rieber & Søn in Norway, Denmark and Sweden on track

Orkla Foods posted third-quarter operating revenues of NOK 2,597 million (NOK 1,973 milllion)2. Growth in revenues was related to the consolidation of Rieber & Søn. In Norway, underlying3 sales declined duue to the weak performance of Rieberr & Søn, as well as lower sales of newly launched products. Revenues were also loower in Denmark, largely as a result of the planned reduction in sales in cateegories with poor profitability. In Sweden, underlying3 revenues were on a par with 2012. The growth in market shaares continued in Sweden. The businessses in Finland and the Baltics saw good growth in sales through the groccery channel.

EBITA1 was NOK 364 million (NOK 312 million)2. The improvement in third-quarter profit was ascribable to the Consolidation of Rieber & Søn, which contributed NOK 71 million to Orkla Foods’ EBITA1.However, profit for Rieber & Søn was lower than in the corresponding period of 2012. A slightly weaker performance in Norway and Denmark was otherwise offset by improvement in Sweden, Finland and the Baltics.

Good progress is being made in integrating Riebeer & Søn’s Nordic operations into Orkla Foods. The integration has generated some positive cost effects and further effects are expected in the fourth quarter aand into 2014. On 15 July, Rieber & Søn Danmark merged with Beauvais foods, and on 1 October Rieber & Søn Norge merged with Stabburet. Orkla’s food companies in Norway, Sweden, Denmark and Finland will now be named Orklla Foods Norge AS, Orkla Foods Sverige AB, Orkla Foods Danmark A/S and Orkla Foods Finland Oy.

______

1 Operating profit before amortisation and other income and expenses 2 Figures in parentheses relate to the corresponding perriiod of the previous year 3 Excluding acquired and sold businesses, currency trannslation effects and other considerable structural changes

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Registratiion Document Innovations and product launches have contributed well to profit performance and to market share growth in Sweden. Furthermore, several innovations were launched in the third quarter in the Swedish grocery channel; among other products, Felix ostpaj (cheese pie) and Paulúns Supergrøt (porridge) were introduced on the market in September.

6.1.2 Orkla Confectionery & Snaccks Orkla Confectionery & Snacks comprises five branded consumer goods businesses which serve the Nordic region and the Baltics as their home markets.

The companies5 in Orkla Confectionery & Snacks are the Chips Group (snacks), Göteborgs/Sætre (biscuits), Nidar (confectionery), Panda (licorice and chocolate)1 and Kalev (chocolate). Orkla Confectionery & Snacks’ well-known brands mainly hold no. 1 and no. 2 positions in their home markets (Source: Nielsen).

 Continued weak sales and profit performaance in the Nordics, but improvement in tthe Baltics  Challenging competition in all the Nordic countries  Wide-ranging process of company mergers in Norway, Sweden and Finland proceeding as planned and iintegration processes expected to be completed by end of fourth quarter

Orkla Confectionery & Snacks reported third-quarter operating revenues of NOK 1,147 milllion (NOK 1,138 million)2, an underlying3 decline of 4%. EBITA1 amounted to NOK 185 million (NOK 212 million)2.

The fall in profit was experienced in all the Nordic countries as a result of tough competition, partly from other branded consumer goods manufacturers and partly from private labels. The overall markett programme has not been Sufficiently strong in more competitive markets. Squeezed margins further contributed to the decline in profit, Especially in Sweden and Denmark. Total market shares weakened slightly in the third quarter. A comprehensive programme to create profitable top-line growth, and a demanding cost reduction programme, are currently being

5 Following mergers and reorganisations during 2013, thhe companies in Norway, Sweden, Denmark annd Finland will be using the common Orkla Confectionary & Snacks name.

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Registratiion Document developed. The cost reduction programme aims at cutting costs by NOK 300 million in the next three years, which is equivalent to an annual reduction of 3% of total costs. The programme will entail measures throughout the value chain, and will include product and packaging optimisation, portfolio and brand structure simplification and general efforts to increase the efficiency of production processes and administrative functions as part of the ongoing integratioon processes. A significant portion of the savings will be reinvested in measures to drive growth.

After the establishment of the Orkla Confectionery & Snacks business area in January 2013, a process was initiated to restructure operations into larger and stronger national companies in each of the Nordic countries. This process is being carried out in the course of this autumn. In Norway, Nidar, KiMs and Sætre were merrged to form a new company as of 1 October 2013. In Sweden, OLW and Göteborgs Kex are being merged, and in Finland, Chips and Panda will become a single company. This ongoing restructuring process is comprehensive and demanding, but is prooceeding as planned. In the longer term, the new structure will provide an important foundation for sales and profit growth and stronger local companies.

6.1.3 Orkla Home & Personal Orkla Home & Personal consists of five branded consumer goods businesses which primarrily serve the Nordic region as their home market.

The segments comprised by Orkla Home & Persoonal are (detergents, toothbrushes and personal care products), Lilleborg Profesjonell (full-range supplier of hygiene and cleaning solutions for the professional market), the Axellus Group (dietary supplements and health products), Pierre Robert Group (basic ttextiles through the grocery channel) and House Care (painting tools and cleaning products).

 Profit growth from acquired companies and Pierre Robert Group  Cost synergies from the integration of Jordan Personal & Home Care into Lilleborrg are being realised more quickly than anticipated  Continued weak profit performance for Liilleborg Profesjonell

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Registratiion Document Orkla Home & Personal posted third-quarter operating revenues of NOK 1,192 million (NOOK 1,016 million)2. Growth was linkeed to acquired companies. Underlying3 revenues were down 1% from the third quarter of 2012. Third-quarter EBITA1 amounted to NOK 250 million (NOK 216 million)2. Profit improvement was ascribable to positive development in acquired companies and Pierre Robert Group.

Pierre Robert Group delivered a positive sales and profit performance in the third quarter, as a result of campaigns and the relaunch of wool collections for children annd adults in Norway, and the launch of a wool collection and the Technical Baselayer sport collection in Sweden.

Orkla House Care reported improvement in both sales and profit in the third quarter compared with the same period in 2012. The Swedish operations delivered a particcularly positive performance.

Lilleborg reported profit growth driven by contributtions from acquired companies. Jordan Peersonal & Home Care has been successfully integrated into Lilleborg. Sales of Jordan products have been slightly weaker than in 2012, but in line with acquisition assumptions. Cost synergies from the acquisition of Jordan are being realised more rapidly than anticipated at the time of acquisition.

Axellus reported slightly higher profit in the third quarter driven by positive currency effects and profit contribution from acquired business operations. The integration of the omega-3 business Denomega, which was taken over from Borregaaard on 1 July 2012, is on track. Cost levels and sales have been substantially reduced, as part of a restructuring

6.1.4 Orkla International Orkla International comprises branded consumer goods companies outside the Nordic regiion and the Baltics.

This businness area consists of Orkla Brands Russia, Felix Austria and MTR Foods , as welll as the former Rieber companies Vitana (Czech Republic), Delecta (Poland) and Chaka (Russia).

Orkla Brands Russia has good regional positions iin the Russian chocolate and biscuits markets. MTR Foods holds strong regional positions in the spice and spice-miix segments in India, in addition to good national positions in the ready-mix and ready-meal segments. Felix Austria is market leader for ketchup in Austria.

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• Positive development in India, Poland and Austriia • Weak sales and profit performance in Russia • Integration of new companies on track

Orkla International posted third-quarter operating revenues of NOK 738 million (NOK 494 million)2, equivalent to an underlying3 decline of 1%. Third-quarter EBITA1 amounted to NOK -8 million (NOK -15 milllion)2, to which acquired companies contributed NOK 10 million.

Orkla Brands Russia continued to deliver a weak sales performance, with an underlying3 saales decline of 12%. The decline was largely ascribable to increased competition, combined with the fact that nationaal grocery chains (in which Orkla Brands Russia is less well represented) are taking market shares. The internaal restructuring process, which entails consolidation of production, is expected to be completed in early 2014.

MTR Foods increased underlying3 operating revenues by 18% in the third quarter and achiieved volume growth in its core cateegories, powder mixes and spice mixes. The general growth in the Indian economy slowed somewhat during the first half of 2013, and remained sluggish in the third quarter.

Felix Ausstria achieved good growth in the grocery sector fueled by price increases, while growth in the out-of-home sector was more moderate.

The former Rieber companies Vitana, Delecta and Chaka contributed EBITA1 of NOK 10 million in the third quarter, but delivered mixed performances. In Poland, Delecta achieved good growth in revenues, wwhich rose 10%, driven by higher volumes in the bakery and dessert categories. In the Czech Republic, Vitana saw a 2% decline in revenues in a weak market where extensive promotional activity squeezed margins. In Russia, saless for Chaka dropped 23% due to a changed sales pattern in which sales shifted from kiosks to stores in which the bussiness is not as well represented.

6.1.5 Orkla Food Ingredients Orkla Food Ingredients is a major player in the Nordic bakery ingredients sector, and holds growing positions in selected countries in Europe.

The business area has a decentralised governance structure with eight reporting units with sales- and/or production companies in 19 countries.

Orkla Food Ingredients’ largest product categories are margarine, marzipan, bread improvers and mixes, and yeast. The largest sales and distribution companies are KåKå, Idun and Credin Bageripartner.

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• Broad-based profit improvement • Good weather conditions for ice cream ingredients contributed positively

Orkla Food Ingredients reported third-quarter operating revenues of NOK 1,524 million (NOK 1,372 million)2. Underlying3 operating revenues rose 3%. Third-quarter EBITA1 amounted to NOK 77 million (NOK 59 million)2. The Improvement was linked to broad-based underlying3 profit improvement, contributions to prrofit from acquired companies, and positive currency translation effects.

Overall, thhe Scandinavian sales and distribution companies for bakery ingredients maintained their strong market position and increased earnings. In Norway, the improvement was attributable to higher saales, while in Sweden and Denmark it was linked to lower costs. The sales annd distribution companies in the Baltics and Central and Eastern Europe generated top-line growth and EBITA1 was significantly improved.

Orkla Food Ingredients’ ice cream ingredients business continued to achieve strong growth in operating revenues and EBITA1 in the third quarter. The company’s expansion in the United Kingdom, through the acquisition of the productioon and sales company Marcantonio Foods in the first quarter, has been more successful than expected. Sales and profit performance for the margarine category (Dragsbæk in Denmark) was somewhat weaker than in the same period of 2012, due to a sharp increase in the prices of key factor inputs.

Operating revenues and EBITA1 for the yeast category (Jästbolaget in Sweden) fell, primarrily due to a general decline on the Swedish consumer market and increased competition in the industrial segmment.

The good trend for the mix and bread and cake improver category continued from the end oof the previous quarter with an overall increase in both operating revenues and EBITA1. The improvement was primmarily driven by broadbased sales growth in the (Sonneveld), strong growth for sourdough products in Norway and a more profitable product mix in Portugal (Credin Portugal).

In the marzipan category, Odense maintained its market position in Scandinavia, and delivveered underlying3 EBITA1 growth.

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Registratiion Document 6.2 Associated Companies

6.2.1 Jotun is a major manufacturers of paints, coatings and powder coatings, with 65 subsidiaries, four joint ventures and seven associated companies. Orkla’s ownership is 42.5 %.

The group has 38 production facilities, distributed across all the continents. Jotun also has agents, branch offices and distributors in more than 90 countries, and an average number of man-years of approximattely 6,300. The group’s operations cover the development, manufacture, marketing and sale of various paint systemms for the residential, shipping and industrial sectors.

Jotun has achieved a 6% increase in sales and 19% increase in operating profit so far this year. There was good growth in all segments except Marine, which was sstill affected byb the general decline in new ship building activity. However, volume growth and higher gross earnings contributed to improved EBITA1. In 2013, Jotun has continued its comprrehensive investment programme, in line with the company’s growth strategy. The most important investmennts are the construction of new factories in Brazil, Russia and China.

6.3 NON CORE

6.3.1 Sapa JV Orkla has 50 % ownership interest and it is treated as an accociated company in Orkla consolidated accounts

Extruded products demand in North America increased 2% in the third quarter of 2013 compared to the third quarter of 2012. Demand was mainly supported by growth in the automotive segment. Within the trransport and industrial segments demand was stable.

The decline at the beginning of 2013 in demand for extruded products in Europe has slowed. Total market demand was down approximately 2% in the third quarter of 2013 compared to the previous quarter and the third quarter of 2012. Transport, renewable energy and building segments contributed negatively, while the automotive segment, especially in emerging markets, continued to support demand in Europe. The buiilding industry remained weak in particular in Southern Europe.

Global demand in the automotive sector supported the precision tubing segment in emerginng markets in particular.

Underlying EBIT for the Sapa group for September reflects positive developments in the Americas and within the Precision Tubing segment. Weak European extrusion demand affected both the general extrusion business and the buildinng systems business.

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Registratiion Document 6.3.2 Gränges (Heat Transfer)

Gränges is a global aluminum company solely foccused on rolled products for the heat exchanger industry. Orkla’s ownership is 100%.

Most of Gränges' customers are in the automotive industry. Around half of all cars in operaation today in the world have heaat exchangers built with Gränges' materiall and know-how. In this segment, Gränges is the global market leader.

Gränges' R&D and production facilities are located in Sweden and China. They have sales and technical support offices in the U.S., Brazil, India, Japan and South Korea.

Between 2000 and 2013 Gränges was part of the Sapa aluminum solutions group and opeerated as Sapa Heat Transfer. In 2013 Gränges became an independent company.

• Volume growth despite slow European market • Further restructuring in Sweden • Continued strong performance in China

Gränges (Heat Transfer) delivered a volume of 39,000 tonnes in the third quarter of 2013, aan increase of 10% compared with the same period of 2012. EBITA1 rose to NOK 90 million (NOK 66 million)2, driven by increased volume and positive effects from improvement programmes. The trend on the European automotive market was slightly negative in the third quarter, while the North American and Chinese markets continued to develop positively.

EBITA1 for the Swedish unit in Finspång increased in the third quarter, driven by volume grrowth and positive effects from improvement programmes. This improvement was counteracted to some extent by a sstronger SEK and higher metal premiums. The improvement programme in Gränges (Heat Transfer), which entails cost reduction, operational improvements and price adjustments, continued in the third quarter. As part of this programme, notice has been given of a workforce reduction of 65 employees at the Swedish entity in Finspång. The business in Shanghai benefited from the stronger domestic market and EBITA1 increased in the third quarter.

Commercial and cost-cutting programmes have effectively countered pressure on prices froom the increasingly competitive market and high wage inflation in China.

6.3.3 Hydro Power Hydro Power consists of the Sarpsfoss power plant and Orkla’s 85% stake in AS Saudafalldene.

The unit has a normal production volume of 2.4 TWh. Hydro Power produces and supplies power to the Nordic power market.

Third-quarter EBITA1 for Hydro Power was NOK 42 million (NOK 45 million)2. The fall in prroofit was mainly ascribable to lower production volume due to lower inflow than usual. Higher market prices offset some of the decline in volume productioon. At quarter-end, reservoir levels were slightly lower than normal.

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6.3.4 Orkla Financial Investments EBITA1 for Orkla Financial Investments amounted to NOK 1 million (NOK 45 million)2 in the third quarter. Last year’s EBITA1 reflected high gains on the sale of properties. The contribution in the third quarter of 2012 stemmed primarily from the completion and sale of apartments in a major real estate development project (Idun Industri Eiendom).

6.3.5 Orkla Eiendom (real estate)

Orkla’s real estate activities are concentrated on investment in and the development and sale of properties primarily derived from Orkla’s operations.

Orkla Eiendom also provides specialised real estate expertise to meet the Group’s needs.

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7 Trend information

7.1 Outlook As per 3Q Report 2013

In many industrialised countries, there are signs that growth is picking up, while growth has slowed and been weaker than expected in several emerging economies. The U.S. economy continues to improve, and growth is expected to increase going forward. In the euro area, the decline in activity has stopped and a moderate upturn is now expected. Despite the weak trend elsewhere, Norway’s economic situation is still good, although growth has slowed somewhat and is lower than expected. The other Nordic markets are expected to remain relatively stable in 2013.

The acquisitions of Jordan and Rieber & Søn, and the initiated and planned restructuring programmes in Orkla Foods, Orkla Confectionery & Snacks and Orkla International, will strengthen the Group’s competitiveness in the longer term, while also generating substantial potential synergies that will gradually be realised in the course of 2013 and 2014. These processes will be demanding for the individual business areas, but maintaining a good level of activity in existing operations and carrying out planned market activities will continue to be emphasized.

Overall, raw material prices remain high. Price trends for the different commodities have varied significantly in the third quarter; for instance, the global market prices of sugar and cocoa butter rose, while the global market price of vegetable oils has fallen slightly. The prices of the underlying raw materials used in various types of packaging also showed a rising trend in the third quarter. While uncertainty as regards future raw material price trends is very high, prices are expected to remain at a high level in the fourth quarter.

The trend on the European automotive market was somewhat negative in the third quarter, while the North American and Chinese markets continued to show a positive trend. Market prospects for Gränges (Heat Transfer) in the fourth quarter of 2013 are expected to remain the same as in the third quarter.

As regards the energy business, reservoir levels are slightly lower than normal and annual production is expected to be lower than in 2012.

Orkla’s financial position is robust and the Group has cash reserves and committed credit lines that exceed known capital expenditures in the next 12 months.

7.2 Statement of no material adverse change There has been no material adverse change in the prospects of the Issuer since the date of its last published audited financial statements. See clause 10.6.

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Registration Document 8 Administrative, management and supervisory bodies

8.1 Information about persons

Board of Directors The table below set out the names of the members of the Board of Directors of the Company:

Name Position Business address Stein Erik Hagen Chairman Orkla ASA, P.O. Box 423 Skøyen, NO-0213 Oslo Jesper Ovesen Board member Orkla ASA, P.O. Box 423 Skøyen, NO-0213 Oslo Peter A. Ruzicka Board member Orkla ASA, P.O. Box 423 Skøyen, NO-0213 Oslo Grace Reksten Skaugen Board member Orkla ASA, P.O. Box 423 Skøyen, NO-0213 Oslo Jo Lunder Board member Orkla ASA, P.O. Box 423 Skøyen, NO-0213 Oslo Ingrid Jonasson Board member Orkla ASA, P.O. Box 423 Skøyen, NO-0213 Oslo Lisbeth Valther Pallesen Board member Orkla ASA, P.O. Box 423 Skøyen, NO-0213 Oslo Terje Utstrand Board member Orkla ASA, P.O. Box 423 Skøyen, NO-0213 Oslo Gunn Liabø Board member Orkla ASA, P.O. Box 423 Skøyen, NO-0213 Oslo Sverre Josvanger Board member Orkla ASA, P.O. Box 423 Skøyen, NO-0213 Oslo Laila Fasth Petrovic Board member Orkla ASA, P.O. Box 423 Skøyen, NO-0213 Oslo

Stein Erik Hagen

Career 1999-2004 Retailer and co-founder of ICA AB 1976-1999 Retailer and founder of RIMI Norge AS and the Hakon Group AS

Education 1975-1976 The Retail Institute (now the Norwegian School of Retail) 1973-1975 Wang Commercial College

Positions of Trust:  Chairman of the board Orkla ASA  Chairman of the board and owner, Canica AS  Chairman of the board and board member for several companies where the S.E. Hagen family has direct or indirect owner interests  Board member Jotun AS  Member of Det Norske Veritas' (DNV) Council  Board member Stein Erik Hagens Foundation for Clinical Heart Research  Council member Stein Erik Hagen Charitable Foundation

Jesper Ovesen

Career 2012 Executive Chairman of the Board of Nokia Siemens Networks 2008-2012 CFO and Senior EVP, TDC A/S 2007-2008 CEO, Kirkbi 2003-2007 CFO, Lego 1998-2003 CFO, Danske Bank 1994-1998 Director, Corporate Finance, Novo Nordisk A/S 1993-1994 Managing Director, Baltica Bank A/S 1989-1993 Head of Strategy and Planning, Baltica Holding A/S 1986-1989 Head of Credit Division, Forstædernes Bank A/S 1981-1986 Accountant, Price Waterhouse 1978-1981 Accountant, Jensen & Rath I/S

Education 1985 Master of Science, Copenhagen Business School 1991 PMD, Harvard Business School

Current posistions of trust: Board member Skandinaviska Enskilda Banken

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Registration Document Peter A. Ruzicka

Career 2006- Managing Director, Canica AS 2003-2006 Managing Director, Jernia ASA 2000-2002 Managing Director, Ahold Czech Republic 1998-2000 Deputy CEO, ICA AB 1995-2000 Managing Director, Hakon Gruppen AS 1994-1995 Regional Director, Hakon Øst 1992-1994 Chain Director, RIMI Norge AS 1991-1992 Marketing Director, RIMI Norge AS 1990-1991 Company Director, Hakon Gruppen AS

Education 1989-1990 MBA Oslo Handelshøyskole (now Norwegian School of Management BI) 1986-1989 Degree in Retail Management (handelsøkonom) Oslo Handelshøyskole

Current positions of trust  Board member Jernia AS  Board member Komplett ASA  Board member REC ASA  Board member in Stein Erik Hagens Stiftelse for klinisk hjerteforskning  Board member in Stein Erik Hagen Allmennyttige Stiftelse  Board member in Stein Erik Hagen Charitable Foundation

Grace Reksten Skaugen

Career: 2009- Infovidi Board Services Ltd, Founder and Managing Director 2007- Deutsche Bank Advisor – Norway 2002-2003 Argentum Fondsinvesteringer AS, Consultant, 1994-2002 SEB Enskilda Securities, Director, Corporate Finance, Oslo 1991-1992 AS Aircontactgruppen, Special Project Advisor 1986-1990 Fearnley Group, Consultant, Fearnley Finance 1983-1986 Columbia University, New York, Microelectronics Research Officer

Education: 1993 BI Norwegian School of Management, Oslo, Norway, MBA 1985 New York University, New York, USA, Careers in Business Program 1982 Imperial College of Science and Technology, London University, PhD, Laser Physics 1976 Imperial College of Science and Technology, London University, BSc, Physic

Positions of trust:  2009 - Norwegian Institute of Directors, Founder and Chairman  2007 - Ferd Holding AS, Chairman  2006 - Investor AB, Board Member  2002 - Statoil ASA, Board Member

Jo Lunder

Career: 2011- VimpelCom Ltd, CEO 2007-2011 Ferd Holdings AS, EVP and Ferd Capital, President 2003-2007 ATEA ASA, President and CEO 1999-2003 VimpelCom 2001-03 CEO and General Manager 1999-01 Presedent and COO 1993-1999 ASA Telenor Mobil AS, Deputy CEO,and other management positions Telenor Private AS, CEO, 1988-1993 Norgeskreditt AS

Education: 1996 Henley Management Collage, MBA 1986 Oslo Business School

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Registration Document Ingrid Jonasson Blank

Career 1986-2010 Several positions at ICA, the last: EVP Functional Market Responsibility, ICA Sverige (2009-2010)

Education 2009 Harvard BS, Oxford, Ahold Leadership Program 2007 Academy for the Expressive Leadership, Stockholm Sweden 2001 The Ruter Dam Program, Stockholm Sweden 1996-1997 IFL (executive education), Stockholm School of Economics 1985 School of Business, Economics and Law, Gothenburg Sweden, MBA

Positions of Trust  Musti ja Mirri Group Oy, Chairman of the Board  Royal Unibrew, Board member  Scandinavian Studios AB, Board member  Ambea AB, Board member  Fiskars Oy, Board member  ZetaDisplay, Board member  travelSupport AB, Board member  Bilia AB, Board member

Lisbeth Valther Pallesen

Career 2012- Next Step Citizen A/S, Co-founder and CEO 1989-2012 Several positions at LEGO A/S, the last: EVP Consumer, Education & Direct (2006-2012)

Education 1991 Handelshøjskolen SYD (business college), Denmark

Positions of Trust  Ramac A/S, Chairman of the Board  Time2Learn, Board member  Campus Fonden, Board member

Members elected by the employees:

Terje Utstrand

Chief trade union representative (2010-), Chair of the Board for LO union members at Orkla, Chair of Orkla's Committee of Union Representatives and European Works Council.

Employed at Orkla Confectionery & Snacks Norge (Nidar) since 1993.

Gunn Liabø

Trade union representative Lilleborg Ello. Member of the Audit Committee of Orkla ASA and Orkla's Committee of Union Representatives.

Employed at Lilleborg Ello since 1986.

Sverre Josvanger

Chair of the Executive Committee for Salaried Employees at Orkla and secretary of Orkla's Committee of Union Representatives and the Working Committee of the Executive Committee since 1012.

Employed at Orkla Confectionery & Snacks Norge (Nidar) since 1988.

Laila Fasth Petrovic

Employed at Orkla Foods Sverige AB, member of Orkla Faglige representantskap - Working Committee. Member of Orkla Foods KU and Working Committee. Member of Orkla Foods Sverige's Board of Directors.

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Group Executive Board The table below set out the names of the members of the Group Executive Board:

Name Position Business address Åge Korsvold President & CEO Orkla ASA, P.O. Box 423 Skøyen, NO-0213 Oslo Atle Vidar Johansen Executive Vice President Orkla ASA, P.O. Box 423 Skøyen, NO-0213 Oslo and CEO Orkla Foods Christer B. Åberg Executive Vice President Orkla ASA, P.O. Box 423 Skøyen, NO-0213 Oslo and CEO Orkla Confectionary & Snacks Stig Egbert Nilssen Executive Vice President Orkla ASA, P.O. Box 423 Skøyen, NO-0213 Oslo and CEO Orkla Home & Personal Pål Eikeland Executive Vice President Orkla ASA, P.O. Box 423 Skøyen, NO-0213 Oslo and CEO Food Ingredients Paul Jordahl Executive Vice President Orkla ASA, Lienga 8, NO-1414 Trollåsen and CEO Orkla International Terje Andersen Executive Vice President Orkla ASA, P.O. Box 423 Skøyen, NO-0213 Oslo and CFO, CEO and head of Orkla Investments Marianne Romslo-Macarie Executive Vice President Orkla ASA, P.O. Box 423 Skøyen, NO-0213 Oslo HR Karl Otto Tveter Executive Vice President Orkla ASA, P.O. Box 423 Skøyen, NO-0213 Oslo Legal Affairs Håkon Mageli Executive Vice President Orkla ASA, P.O. Box 423 Skøyen, NO-0213 Oslo Corporate Communications and Corporate Affairs Ole Petter Wie Executive Vice President Orkla ASA, P.O. Box 423 Skøyen, NO-0213 Oslo Business Development Johan Clarin Executive Vice President Orkla ASA, P.O. Box 423 Skøyen, NO-0213 Oslo Operations

Åge Korsvold

Career 2012 Orkla ASA, President & CEO 2001-2011 Kistefos AS, President and CEO 1994-2000 , President and CEO 1992-1994 Procorp ASA, Partner and principal owner 1983-1992 Fondsfinans, Partner 1977-1983 Orkla Industrier AS, Director, Investments and Business Development 1976-1977 Golden West Shipping, Finacial manager 1972-1976 Storebrand Forsikring, Portfolio Manager

Education 1972 Wharton School, University of Pennsylvania, MBA Experience:

Atle Vidar Johansen

Career 2013 - Executive Vice President and CEO Orkla Foods 2012 - 2013 Executive Vice President and CEO Orkla Foods Nordic 2008 - CEO, Orkla Foods Nordic 2005-2008 CEO, Orkla Foods 2005 CEO, Orkla Foods Poland 2003 - 2005 Marketing Director, Orkla Foods International 2001 - 2003 Finance Director, Orkla Foods AS 1999 - 2000 Chief Financial Officer (CFO), Tandberg Data 1996 - 1999 Finance Director for Orkla's snacks operations (Sætre AS) 1993 - 1996 Head of Economic Planning and Analysis, Orkla ASA 1989 - 1992 Financial analyst at Carl Kierulf & Co. 1987 - 1989 Financial analyst at Jøtun Fonds

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Education 1989 - 1991 Certified financial analyst, the Norwegian School of Economics and Business Administration (NHH) Education: MSc. Civil Engineering, Technical University of Lund 1983 – 1987 Degree in Business & Economics, the Norwegian Schoool of Economics and Business Administration (NHH)

Christer B. Åberg

Career 2013 - Executive Vice President and CEO of Orkla Confectionary & Snacks 2009-2013 Executive Vice President Arla Foods & CEO Arla Foods AB 2006-2009 Managing Director Atria Scandinavia 2004-2006 Managing Director HPC Unilever 1987-2004 Management positions with Unilever & Lever Nordic

Education 1994 IHM Business School, Stockholm

Positions of trust  Board Member SBAB Bank  Board Member Svenska Spel

Stig Ebert Nilssen

Career 2013 - Executive Vice Presidient and CEO Orkla Home & Personal 2004 – 2013 CEO Axellus AS 2004-2005 CEO Collet Pharma A/S 2000-2004 Vice President, Nycomed Pharma, Nordic Consumer Health 1999-2000 Director Profit Center, Consumer in Norway, Nycomed Pharma A/S 1997-1999 Marketing director, Herman Lepsøe A/S 1994-1996 Marketing manager, Herman Lepsøe A/S 1991-1993 Nordic Product Group Manager, SC Johnsen 1988 1991 Trainee, product manager, marketing manager, Skandinavisk presse (part of IMP Group)

Education 1988 Oslo Business School, in-depth study of finance and international marketing

Pål Eikeland

Career 2012 - Executive Vice President and CEO Orkla Food Ingredients 2010 - CEO Orkla Food Ingredients 2005-2010 Senior Vice President Corporate Development Purchasing Orkla 2001-2005 Director Purchasing Orkla/Orkla Foods 1994-2001 Director Lilleborg Profesjonell 1992-1994 CEO Phillips Lys A/S 1983-1992 Several managerial positions within sales and marketing, Lilleborg

Education Degree in Economics and business administration, Norwegian Business School

Paul Jordahl

Career 2013- Executive Vice President and CEO Orkla International 2012 - 2013 Executive Vice President and CEO Orkla Brands International 2008 - Managing Director, Orkla Brands International 2007 Managing Director, Orkla Foods CIS 2005-2006 Managing Director, Abba Seafood 2004 Marketing Director, Abba Seafood 2003 Managing Director, Estrella 2001-2003 Category Director Snacks Nordic, Kraft 1999-2000 Marketing Director, Kraft Foods Norway 1996-1998 Marketing Director, Kraft Foods Baltics 1994-1995 Trade Marketing Manager Kraft Foods Norway

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Registration Document 1987-1993 Brand Management, Freia

Education 1987 Market Economy, NMH 1986 Business Administration, TDH

Positions of trust:  Board member, Jotun

Terje Andersen

Career 2013- CEO and head of Orkla Investments 2005- Executive Vice President, Chief Financial Officer (CFO) 2000-2005 Senior Vice President Corporate Finance in Orkla ASA 1997-2000 CFO, Orkla Brands 1992-1997 Commercial Director in Lilleborg as, Home Care Division 1989-1992 Chief Accountant in A/S og Lilleborg Fabrikker 1986-1989 Management Consultant in Deloitte Touche 1983-1986 Nevi Finans AS

Education 1983 Norwegian school of Business Administration

Marianne Romslo-Macarie

Career 2013 - Executive Vice President HR, Orkla ASA 2008-2012 Nike International Ltd., General Manager Norway 1999-2007 Oakley Europe SNC, Sales Director for Nordics 1995-1999 Oakley Europe SNC, Regional Director for Norway & Denmark

Education 1993 Master in business and Economics, Norwegian school of Business Administration,

Karl Otto Tveter

Career 2012- Executive Vice President Legal Affairs 2000-2012 Director of Legal Affairs 1992-2000 Attorney at Law, Orkla ASA 1989-1992 Ministry of Finance and Customs, tax law department

Education 1989 Cand.jur

Håkon Mageli

Career 2012- Executive Vice President, Corporate Communications and Corporate Affairs, Orkla ASA 2005-2012 Director, Corporate Affairs, Orkla (Trade policy, emergency preparedness, contact with public authorities, environment, food safety and consumer confidence, nutrition and health and issues management) 2001-2005 Director, Information, trade policy, food safety and environment, Orkla Foods 1995-2001 Director, Information & Public Relations, Orkla Foods 1993-1995 Director International Affairs, Nora Brussels 1991-1993 Company Secretary, Nora 1985-1990 Journalist Dagens Næringsliv

Education 1984-1988 Degree in Business Economics, Norwegian School of Management (BI) 1987 Certificate of International Studies, Thunderbird (USA)

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Registration Document Elected Offices

 Chairman of the Audit Committee, Confederation of Norwegian Enterprises  Chairman of the Trade Policy Committee, Confedration of Norwegian Enterprises  Member of the Board, Norwegian Agricultural Economics Research Institute

Ole Petter Wie

Career 2013 - Executive Vice President Business Development 2012 - 2013 Orkla ASA, SVP Business Development 2012 ArcusGruppen, Head of Spirits (Interim) 2008 - 2012 - Part of the , CEO - 2009 to 2012 Sales Director - 2008 to 2009 2005 - 2008 Nestlé, Global Headquarter – Vice President: Strategic Marketing & Sales Unit 2003 - 2005 McKinsey & Company, European Marketing and Sales Practice – Engagement Manager and Marketing Expert 2000 - 2003 Dayrates, Managing Director (CEO) 1992 - 2000 The Coca-Cola Company Value Based Management - Director, USA 1998 to 2000, Greater European Group, United Kingdom - Euro Project Director 1997 to 1998, Coca-Cola Beverage, Norway & Sweden – Customer and Marketing Director 1994 to 1997 Coca-Cola Nordic and Northern Eurasia Division - Channel Marketing Manager, Key Account Manager, Project Manager, Market Analyst 1992 to 1994 1985 - 1986 Military Service - The Kings Guard - Oslo, Norway

Education 1990 - 1991 Master of Business Administration, Major in Finance - University of Colorado, Boulder 1988 - 1990 Bachelor of Science, Major in Marketing - Indiana University, Bloomington

Johan Clarin

Career 2013 - Executive Vice President Operations 2007-2013 Several managerial positions at Sony Mobile Communications AB, the last: Head of Manufacturing and Logistics and President of BMC, Sony Mobile, China 1997-2006 Senior Manager Accenture AB

Education 1997 Gothenburg School of Economics, Sweden Master of Science, Business Administration

8.2 Administrative, management and supervisory bodies conflicts of interest

Stein Erik Hagen and his family is owner and Chairman of the Board of Canica. Peter A. Ruzicka is CEO in Canica. The Orkla Group and Canica and/or Stein Erik Hagen have some common business interests. The Board of Directors of Orkla has been informed of these interests and has taken due note of the information. Except as disclosed here, Orkla ASA is not aware of any potential conflicts of interest between any duties to Orkla ASA of members of the Group Executive Board and Board of Directors and their private interests or other duties.

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9 Major shareholders

9.1 Ownership As of 31 December 2013, the share capital of Orkla ASA was NOK 1.273.663.712 divided between 1,018,930,970 shares each with a nominal value of NOK 1.25.

The Orkla share is listed on the Oslo Stock Exchange under the ticker code ORK. All shares have equal rights and are freely transferable. Orkla has one class of share and each share entitles the holder to one vote.

The 20 largest shareholders as of 31 December 2013:

TYPE NAVN LAND ANTALL AKSJER 1 CANICA* NORWAY 249142000 2 NOM CLEARSTREAM BANKING S.A. LUXEMBOURG 63846860 3 FOLKETRYGDFONDET NORWAY 57725779 4 NOM STATE STREET BANK & TRUST COMPANY UNITED STATES 54553435 5 NOM STATE STREET BANK AND TRUST CO. UNITED STATES 21521968 6 NEWTON GLOBAL HIGHER INCOME FUND UNITED STATES 20000000 7 NOM STATE STREET BANK & TRUST COMPANY UNITED STATES 17081732 8 NOM THE BANK OF NEW YORK MELLON UNITED STATES 15830393 9 NOM STATE STREET BANK AND TRUST CO. UNITED STATES 14610812 10 NOM BANK OF NEW YORK MELLON UNITED STATES 13690184 11 NOM JP MORGAN CLEARING CORP. UNITED STATES 13395560 12 NOM STATE STREET BANK AND TRUST CO UNITED STATES 12803520 13 NOM J.P. MORGAN CHASE BANK N.A. LONDON UNITED KINGDOM 11527974 14 NOM STATE STREET BANK & TRUST CO. UNITED STATES 10937770 15 NOM THE NORTHERN TRUST CO. UNITED KINGDOM 10824282 16 NOM THE BANK OF NEW YORK MELLON SA/NV BELGIUM 9572652 17 BNY MELLON INVESTMENT FUND NEWTON UNITED STATES 9089695 18 NOM EUROCLEAR BANK S.A./N.V. ('BA') BELGIUM 8640151 19 NOM CREDIT SUISSE SECURITIES (USA) LLC UNITED STATES 7049476 20 NOM THE BANK OF NEW YORK MELLON UNITED STATES 6939671 Antall utstedte aksjer 1018930970

*CANICA AS, TVIST 5 AS, CANICA INVESTOR AS, HAGEN STEIN ERIK AS

9.2 Change in control of the Issuer There are no arrangements, known to the Issuer, the operation of which may at a subsequent date result in a change in control of the Issuer

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10 Financial information concerning the Issuer's assets and liabilities, financial position and profits and losses

10.1 Historical Financial Information The financial statements for the Group have been prepared in accordance with EU approved International Financial Reporting Standards (IFRS) and Interpretations, together with the additional disclosure requirements of the Norwegian Accounting Act. Only standards that are effective for the year ended 31 December 2012 have been applied. The Group’s accounting policies is shown in Annual Report of 2012, page 19-29, note 1.

According to the Commission Regulation (EC) No 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council, information in a prospectus may be incorporated by reference.

Because of the complexity in the historical financial information and financial statements this information is incorporated by reference to the Annual Report 2012 and the Annual Report 2011. Please see Cross Reference List for complete references.

Annual Report 2012 2011

Orkla ASA Consolidated

Income statement 33 33

Statement of comprehensive income 33 33

Balance Sheet 34 34

Statement of cash flow 35 35

Notes 37-80 37-80

Orkla ASA

Income statement 81 81

Balance Sheet 81 81

Cash flow statement 81 81

Notes 82-86 82-86

10.2 Financial statements See section 10.1 Historical Financial Information.

10.3 Auditing of historical annual financial information

10.3.1 Statement of audited historical financial information The historical financial information for 2012 and 2011 has been audited.

A statement of audited historical financial information is given in Annual Report 2012 page 88 and Annual Report 2011 page 88.

10.4 Age of latest financial information

10.4.1 Last year of audited financial information The last year of audited financial information is 2012.

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Registration Document 10.5 Legal and arbitration proceedings

Through its ongoing operations, Orkla is occasionally involved in disputes which are settled by arbitration or in court. Neither the Issuer nor any of its subsidiaries at the date hereof is or has been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware) in the 12 months preceding the date of this document which may have or have in such period had a material adverse effect on the financial position or profitability of the Issuer and/or the Group taken as a whole.

10.6 Significant change in the Group's financial or trading position There has been no significant change in the financial or trading position of the Group since the end of the last financial period for which interim financial information has been published.

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11 Third party information and statement by experts and declarations of any interest Part of the information given in this Registration Document has been sourced from a third party. It is hereby confirmed that the information has been accurately reproduced and that as far as Orkla ASA is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. The following table lists such third parties: Third party Source Section(s) in Registration Document Nielsen Based on Orkla’s unites 4-weekly market share reporting bought Section 6 page 10 from Nielsen and not publicly available Nielsen Based on Orkla’s unites 4-weekly market share reporting bought Section 6.1 page 11 from Nielsen and not publicly available Nielsen Based on Orkla’s unites 4-weekly market share reporting bought Section 6.1 page 11 from Nielsen and not publicly available Nielsen Based on Orkla’s unites 4-weekly market share reporting bought Section 6.1 page 11 Nielsen from Nielsen and not publicly available Nielsen Based on Orkla’s unites 4-weekly market share reporting bought Section 6.1.1 page 12 from Nielsen and not publicly available Based on Orkla’s unites 4-weekly market share reporting bought Section 6.1.2 page 14 from Nielsen and not publicly available

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Registration Document 12 Documents on display

The following documents (or copies thereof) may be inspected for the life of the Registration Document at the headquarter of Orkla ASA, Nedre Skøyen vei 26, 0276 Oslo, Norway:

(a) the memorandum and articles of association of Orkla ASA; (b) all reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at Orkla ASA' request any part of which is included or referred to in the Registration Document; (c) the historical financial information of Orkla ASA and its subsidiary undertakings for each of the two financial years preceding the publication of the Registration Document.

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Cross Reference List Reference in Refers to Details Registration Document 1 Risk factors Annual Report 2012, available at Note 31, page 71-74 http://hugin.info/111/R/1688146/553737.pdf 11.1 Historical Annual Report 2012, available at Consolidated Financial http://hugin.info/111/R/1688146/553737.pdf Income Statement, page 33 Information Statement of comprehensive income, page 33 Balance Sheet, page 34 Statement of cash flow, page 35 Notes, pages 37-80

Income Statement, page 81 Balance Sheet, pages 81 Cash flow statement, page 81 Notes, pages 82-86 Annual Report 2011, available at Consolidated http://hugin.info/111/R/1597844/503693.pdf Income Statement, page 33 Statement of comprehensive income, page 33 Balance Sheet, page 34 Statement of cash flow, page 35 Notes, pages 37-80

Income Statement, page 81 Balance Sheet, pages 81 Cash flow statement, page 81 Notes, pages 81-86 11.3.1 Annual Report 2012, available at Auditor’s report, page 88 Statement of http://hugin.info/111/R/1688146/553737.pdf audited historical financial information Annual Report 2011, available at Auditor’s report, page 88 http://hugin.info/111/R/1597844/503693.pdf

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Joint Lead Managers’ disclaimer

DNB Bank ASA, DNB Markets and SEB Merchant Banking (together the "Joint Lead Managers") have assisted the Company in preparing this Registration Document. The Joint Lead Managers have not verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and the Joint Lead Managers expressively disclaim any legal or financial liability as to the accuracy or completeness of the information contained in this Registration Document or any other information supplied in connection with bonds issued by Orkla ASA or their distribution. The statements made in this paragraph are without prejudice to the responsibility of the Company. Each person receiving this Registration Document acknowledges that such person has not relied on the Joint Lead Managers nor on any person affiliated with it in connection with its investigation of the accuracy of such information or its investment decision.

Confidentiality rules and internal rules restricting the exchange of information between different parts of the Joint Lead Managers may prevent employees of the Joint Lead Managers who are preparing this presentation from utilizing or being aware of information available to the Joint Lead managers and/or affiliated companies and which may be relevant to the recipient’s decisions.

Oslo (Norway), 16 January 2014

DNB BANK ASA, DNB Markets SEB Merchant Banking

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Articles of Association, Orkla ASA

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