AGM Information • Apr 26, 2024
AGM Information
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The Annual General Meeting in Schibsted ASA (the "Company") was held on 26 April 2024 at 10:30 a.m. As announced in the notice to the Annual General Meeting, the meeting was held electronically.
An overview of represented shareholders is attached to this protocol.
The meeting was opened by the Chair of the Board of Directors, Karl-Christian Agerup.
The Chair of the meeting, Anne Lise Ellingsen Gryte was present. CEO Kristin Skogen Lund attended the meeting by video. In addition, the Chairman of the Nomination Committee Kjersti Løken Stavrum attended.
The Company's auditor, PwC, was represented by Certified Public Accountant, Eivind Nilsen.
The meeting had the following agenda:
Anne Lise Ellingsen Gryte was elected as chair of the meeting.
The notice and agenda were approved.
Andreas Ehrenclou was elected to sign the minutes together with the Chair.
CEO Kristin Skogen Lund presented the financial statements for 2023 for Schibsted ASA and the group. The Board of Directors' statement on corporate governance was considered. The chair accounted for the proposal to approve the financial statements.
Resolution: The General Meeting approved the financial statements for 2023 for Schibsted ASA and the Schibsted Group, including the Board of Directors' Report for 2023. The General Meeting took into consideration the statement on corporate governance.
The Chair accounted for the proposal.
Resolution: The General Meeting approved the Board of Director's proposal regarding dividend for the 2023 financial year of NOK 2.00 per share, excluding shares owned by the Group.
The Chair accounted for the proposal.
Resolution: The General Meeting approved the auditor's fee in the total amount of NOK 2,553,857.
The Chair accounted for the Company's report of the paid and outstanding remuneration to the Company's senior executives.
Resolution: The General Meeting endorsed the Company's report on the remuneration to the Company's senior executives.
The Chair of the Nomination Committee, Kjersti Løken Stavrum, accounted for the Nomination Committee's work in the period 2023-2024. The General Meeting took the report into account.
The Chair of the Nomination Committee accounted for the proposal, and informed that Hugo Lund Maurstad and Satu Huber does not stand for re-election. The Nomination Committee has proposed Natasha ten Cate (Natalia Zharinova) and Rolv Erik Ryssdal as new shareholder-elected Board members, and that the other shareholder-elected board members are re-elected.
Pursuant to Article 8 of the Articles of Association, Blommenholm Industrier AS has exercised its right to directly appoint Karl-Christan Agerup as a member of the Board of Directors.
Resolution: The General Meeting approves the Nomination Committee's proposals regarding shareholderelected directors for the period 2024-2025.
The board will hereby consist of:
The Chair of the Nomination Committee accounted for the proposal, and informed that the Nomination Committee had decided to propose that Karl-Christian Agerup and Rune Bjerke are re-elected as Chair and Deputy Chair, respectively, of the Board.
Resolution: The General Meeting approves the Nomination Committee's proposal regarding the appointment of Karl-Christian Agerup as Chair and Rune Bjerke as Deputy Chair of the Board for 2024– 2025.
The Chair of the Nomination Committee accounted for the proposal.
The Chair of the meeting informed that a group of shareholders had put forward an alternative proposal for board remuneration ahead of the general meeting. The alternative proposal was made available on the company's website, www.schibsted.com/ir. Several questions and comments were raised in the meeting regarding item 11 and the alternative proposal. Håvard Roll Kvangarsnes requested the following to be noted in the minutes: "even though my statement was read up, (and heard by management), no one answered the one question in my comment for agenda item 11:; "we simply do not understand why it is so important for the nomination committee to discriminate?""
The Chair suggested that the general meeting first voted on the Nomination Committee's proposal for directors' fees. The Nomination Committee's proposal received sufficient majority of the votes cast, and there was subsequently no basis for voting on the alternative proposal.
Resolution: The General Meeting approved the Nomination Committee's proposal regarding fees payable to the Board of Directors and the Board Committees for the period from the Annual General Meeting in 2024 to the Annual General Meeting in 2025.
The fees were accordingly resolved to be as follows (figures for the period 2023-2024 in brackets):
| Chair of the Board | NOK 1 423 000 | (NOK 1 294 000) |
|---|---|---|
| Deputy chair of the Board | NOK 1 068 000 | (NOK 971 000) |
| Shareholder-elected Board members | NOK 668 000 | (NOK 607 000) |
| Employee representatives | NOK 450 000 | (NOK 607 000) |
| Alternate Board members | NOK 31 000 per meeting | (NOK 28 000 per meeting) |
| Chair of the Audit Committee | NOK 247 000 | (NOK 225 000) |
| Member of the Audit Committee | NOK 152 000 | (NOK 138 000) |
| Chair of the Compensation Committee |
NOK 167 000 | (NOK 152 000) |
| Member of the Compensation Committee |
NOK 110 000 | (NOK 100 000) |
| Additional fee for Board members residing outside the Oslo region |
NOK 50 000 | (NOK 50 000) |
| Additional fee for Board members residing outside the Nordic countries |
NOK 200 000 | (NOK 100 000) |
The Chair of the Nomination Committee accounted for the proposal.
Resolution: The General Meeting approved the Nomination Committee's proposal regarding fees for the period from the Annual General Meeting in 2024 to the Annual General Meeting in 2025.
The fees were accordingly resolved to be as follows (figures for the period 2023-2024 in brackets):
| Chair of the Nomination Committee | NOK 161 000 | (NOK 153 000) |
|---|---|---|
| Member of the Nomination Committee | NOK 100 000 | (NOK 95 000) |
The Chair accounted for the proposal.
Resolution: Article 10 section 3 is amended to read:
"3. Election of an Election Committee at the end of the service period. The Election Committee shall consist of 3-4 members. The chairman of the Election Committee is elected by the General Meeting. The Election Committee is elected for 2 years."
The Chair of the Nomination Committee accounted for the proposal.
Resolution: The General Meeting elects Trond Berger as new Chair of the Nomination Committee for a period of two years.
The Chair accounted for the proposal.
The wording of the authorisation is as follows:
"Pursuant to the third paragraph of Article 7 of the Articles of Association, the Board of Directors is authorized to make decisions on the following matters referred to in the second paragraph, subparagraph of Article 7 of the Articles of Association:
Within the framework of the Group CEO's general authorization, the Board of Directors may delegate its authority pursuant to this authorization to the management.
A director appointed pursuant to the second paragraph of Article 8 of the Articles of Association may demand that certain matters which are covered by this authorization must nonetheless be submitted to the General Meeting for its decision.
The authorization is valid until the next Annual General Meeting of Schibsted ASA in 2025."
Resolution: The General Meeting authorized the Board of Directors to administer parts of Article 7 of Schibsted's Articles of Association in accordance with the proposed authorization as worded above. The authorization is valid from the Annual General Meeting in 2024 until the Annual General Meeting in 2025.
The Chair accounted for the proposal.
The Chair accounted for the proposal.
The Chair accounted for the proposal.
The Chair accounted for the proposal.
The General Meeting approved the Share Purchase Agreement between the Company and Blommenholm Industrier AS in accordance with section 7 second paragraph of the Articles of Association.
The General Meeting approved the Share Purchase Agreement between the Company and Blommenholm Industrier AS in accordance with section 3-13 of the Norwegian Public Limited Liability Companies Act.
The Chair accounted for the proposal.
The Chair accounted for the proposal.
Section 3 in the Company's Articles of Association is amended to state the following:
"The business of the company is to operate and invest in digital marketplaces and other digital businesses, as well as related services and activities. The business may also be carried out through participation in or cooperation with other companies."
The amendment is conditional upon the completion of the sale of the Company's news media operations and shall take effect at the time of the completion of such sale.
Section 7 second paragraph of the Company's Articles of Association is amended to the following:
"The first paragraph applies likewise to decisions relating to, or votes taken on Amendments to the Articles of Association of directly or indirectly owned subsidiaries or the sale of shares or activities, including private placements, mergers and demergers, in such subsidiaries to anyone other than another company in the Schibsted Group."
The amendment is conditional upon the completion of the sale of the Company's news media operations and shall take effect at the time of the completion of such sale.
Section 10 number 5 of the Company's Articles of Association is deleted.
***
There were no further items on the agenda. All resolutions were passed in accordance with necessary majority requirements. An overview of the voting on each individual item on the agenda is attached to the minutes. The general meeting was closed at 11:25.
[Only Norwegian version signed]
[Only Norwegian version signed]
Anne Lise Ellingsen Gryte
Andreas Ehrenclou
26 April 2024
| A SHARES | B SHARES | TOTAL A&B | |
|---|---|---|---|
| Registered Attendees: | 14 | 28 | 42 |
| Total Votes Represented: | 793,701,920 | 92,438,229 | 886,140,149 |
| Total Accounts Represented: | 1,267 | ||
| Voting Shares Represented | 79,370,192 | 92,438,229 | 171,808,421 |
| % Voting shares Represented | 77.09% | 72.23% | |
| Total Shares | 102,962,278 | 127,970,691 | 230,932,969 |
| Company Own Shares | 2,423,946 | 3,114,457 | 5,538,403 |
| Sub Total: 42 |
8 886,140,149 |
1,267 | ||
|---|---|---|---|---|
| Capacity | Registered Attendees | Registered Non-Voting Attendees | Registered Votes | Accounts |
| Shareholder (web) | 31 | 0 28,576,050 |
38 | |
| 3rd Party Proxy (web) | 8 | 0 111,875 |
66 | |
| Guest (web) | 0 | 8 | ||
| Styrets leder med fullmakt | 1 | 0 5,906,016 |
26 | |
| Styrets leder med instruksjoner | 1 | 0 12,381 |
2 | |
| Forhåndsstemmer | 1 | 0 851,533,827 |
1,135 |
4,538,403
Freddy Hermansen DNB Bank ASA Avdeling Utsteder
As scrutineer appointed for the purpose of the Poll taken at the General Meeting of the Members of the Company held on 26 April 2024, I HEREBY CERTIFY that the result of the Poll is correctly set out as follows:-
| Votes | Votes / | Shares | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Share Class | For | Against | Abstain | Shares | For | Against | Abstain | Not Voted | |||||||
| 1 | A Shares | 793580210 | 99.98% | 0 | 0.00% | 120960 | 0.02% | 10 | 79358021 99.98% | 0 | 0.00% | 12096 | 0.02% | 75 | 0.00% | |
| 1 | B Shares | 92408877 | 99.98% | 0 | 0.00% | 21647 | 0.02% | 1 | 92408877 99.97% | 0 | 0.00% | 21647 | 0.02% | 7705 | 0.01% | |
| 2 | A Shares | 793578730 | 99.99% | 310 | 0.00% | 116920 | 0.01% | 10 | 79357873 99.98% | 31 | 0.00% | 11692 | 0.01% | 596 | 0.00% | |
| 2 | B Shares | 92406066 | 99.97% | 1239 | 0.00% | 23347 | 0.03% | 1 | 92406066 99.97% | 1239 | 0.00% | 23347 | 0.03% | 7577 | 0.01% | |
| 3 | A Shares | 793578730 | 99.99% | 0 | 0.00% | 117230 | 0.01% | 10 | 79357873 99.98% | 0 | 0.00% | 11723 | 0.01% | 596 | 0.00% | |
| 3 | B Shares | 92406035 | 99.97% | 0 | 0.00% | 24617 | 0.03% | 1 | 92406035 99.97% | 0 | 0.00% | 24617 | 0.03% | 7577 | 0.01% | |
| 4 | A Shares | 792614930 | 99.86% | 0 | 0.00% | 1081030 | 0.14% | 10 | 79261493 99.86% | 0 | 0.00% | 108103 | 0.14% | 596 | 0.00% | |
| 4 | B Shares | 92345357 | 99.91% | 5904 | 0.01% | 80136 | 0.09% | 1 | 92345357 99.90% | 5904 | 0.01% | 80136 | 0.09% | 6832 | 0.01% | |
| 5 | A Shares | 793584010 | 99.99% | 190 | 0.00% | 117470 | 0.01% | 10 | 79358401 99.99% | 19 | 0.00% | 11747 | 0.01% | 25 | 0.00% | |
| 5 | B Shares | 92407325 | 99.97% | 610 | 0.00% | 25073 | 0.03% | 1 | 92407325 99.97% | 610 | 0.00% | 25073 | 0.03% | 5221 | 0.01% | |
| 6 | A Shares | 786268140 | 99.06% | 0 | 0.00% | 7428010 | 0.94% | 10 | 78626814 99.06% | 0 | 0.00% | 742801 | 0.94% | 577 | 0.00% | |
| 6 | B Shares | 92354143 | 99.92% | 0 | 0.00% | 77864 | 0.08% | 1 | 92354143 99.91% | 0 | 0.00% | 77864 | 0.08% | 6222 | 0.01% | |
| 7 | A Shares | 565654680 | 71.27% 227888270 | 28.71% | 151940 | 0.02% | 10 | 56565468 71.27% | 22788827 28.71% | 15194 | 0.02% | 703 | 0.00% | |||
| 7 | B Shares | 67236196 | 72.74% 25161506 | 27.22% | 33925 | 0.04% | 1 | 67236196 72.74% | 25161506 27.22% | 33925 | 0.04% | 6602 | 0.01% | |||
| 9a) A Shares | 783257820 | 98.68% 10309170 | 1.30% | 128660 | 0.02% | 10 | 78325782 98.68% | 1030917 | 1.30% | 12866 | 0.02% | 627 | 0.00% | |||
| 9a) B Shares | 91036794 | 98.49% | 1366535 | 1.48% | 28259 | 0.03% | 1 | 91036794 98.48% | 1366535 | 1.48% | 28259 | 0.03% | 6641 | 0.01% | ||
| 9b) A Shares 9b) B Shares |
680294410 83452927 |
90.29% | 85.71% 45997570 2929162 |
5.80% 3.17% |
67403670 6049446 |
8.49% 6.54% |
10 1 |
68029441 85.71% 83452927 90.28% |
4599757 2929162 |
5.80% 3.17% |
6740367 6049446 |
8.49% 6.54% |
627 6694 |
0.00% 0.01% |
||
| 9c) A Shares | 787537700 | 99.22% | 6023760 | 0.76% | 134190 | 0.02% | 10 | 78753770 99.22% | 602376 | 0.76% | 13419 | 0.02% | 627 | 0.00% | ||
| 9c) B Shares | 91790638 | 99.31% | 610766 | 0.66% | 30131 | 0.03% | 1 | 91790638 99.30% | 610766 | 0.66% | 30131 | 0.03% | 6694 | 0.01% | ||
| 9d) A Shares | 787540720 | 99.22% | 6023740 | 0.76% | 131190 | 0.02% | 10 | 78754072 99.22% | 602374 | 0.76% | 13119 | 0.02% | 627 | 0.00% | ||
| 9d) B Shares | 91793156 | 99.31% | 608248 | 0.66% | 30131 | 0.03% | 1 | 91793156 99.30% | 608248 | 0.66% | 30131 | 0.03% | 6694 | 0.01% | ||
| 9e) A Shares | 792099410 | 99.80% | 1470570 | 0.19% | 131190 | 0.02% | 10 | 79209941 99.80% | 147057 | 0.19% | 13119 | 0.02% | 75 | 0.00% | ||
| 9e) B Shares | 92294040 | 99.85% | 108365 | 0.12% | 30131 | 0.03% | 1 | 92294040 99.84% | 108365 | 0.12% | 30131 | 0.03% | 5693 | 0.01% | ||
| 9f) A Shares | 790389190 | 99.58% | 3183940 | 0.40% | 128040 | 0.02% | 10 | 79038919 99.58% | 318394 | 0.40% | 12804 | 0.02% | 75 | 0.00% | ||
| 9f) B Shares | 92180107 | 99.73% | 228114 | 0.25% | 25215 | 0.03% | 1 | 92180107 99.72% | 228114 | 0.25% | 25215 | 0.03% | 4793 | 0.01% | ||
| 10a) A Shares | 759456480 | 95.69% 33707850 | 4.25% | 536900 | 0.07% | 10 | 75945648 95.69% | 3370785 | 4.25% | 53690 | 0.07% | 69 | 0.00% | |||
| 10a) B Shares | 90212782 | 97.60% | 2141610 | 2.32% | 78014 | 0.08% | 1 | 90212782 97.59% | 2141610 | 2.32% | 78014 | 0.08% | 5823 | 0.01% | ||
| 10b) A Shares | 787754810 | 99.25% | 5826700 | 0.73% | 119470 | 0.02% | 10 | 78775481 99.25% | 582670 | 0.73% | 11947 | 0.02% | 94 | 0.00% | ||
| 10b) B Shares | 91590720 | 99.09% | 814076 | 0.88% | 26996 | 0.03% | 1 | 91590720 99.08% | 814076 | 0.88% | 26996 | 0.03% | 6437 | 0.01% | ||
| 11 A Shares | 785560500 | 98.97% | 8132520 | 1.02% | 8900 | 0.00% | 10 | 78556050 98.97% | 813252 | 1.02% | 890 | 0.00% | 0 | 0.00% | ||
| 11 B Shares | 92322818 | 99.88% | 111989 | 0.12% | 249 | 0.00% | 1 | 92322818 99.88% | 111989 | 0.12% | 249 | 0.00% | 3173 | 0.00% | ||
| 12 A Shares | 786426080 | 99.08% | 7161180 | 0.90% | 114660 | 0.01% | 10 | 78642608 99.08% | 716118 | 0.90% | 11466 | 0.01% | 0 | 0.00% | ||
| 12 B Shares | 92327110 | 99.88% | 88420 | 0.10% | 18145 | 0.02% | 1 | 92327110 99.88% | 88420 | 0.10% | 18145 | 0.02% | 4554 | 0.00% | ||
| 13 A Shares | 793507030 | 99.98% | 76560 | 0.01% | 115890 | 0.01% | 10 | 79350703 99.98% | 7656 | 0.01% | 11589 | 0.01% | 244 | 0.00% | ||
| 13 B Shares 14 A Shares |
92368865 792646200 |
99.93% 99.87% |
36642 892850 |
0.04% 0.11% |
27354 160180 |
0.03% 0.02% |
1 10 |
92368865 99.92% 79264620 99.87% |
36642 89285 |
0.04% 0.11% |
27354 16018 |
0.03% 0.02% |
5368 269 |
0.01% 0.00% |
||
| 14 B Shares | 92251536 | 99.80% | 136267 | 0.15% | 47776 | 0.05% | 1 | 92251536 99.80% | 136267 | 0.15% | 47776 | 0.05% | 2650 | 0.00% | ||
| 15 A Shares | 791864350 | 99.77% | 1716760 | 0.22% | 117870 | 0.01% | 10 | 79186435 99.77% | 171676 | 0.22% | 11787 | 0.01% | 294 | 0.00% | ||
| 15 B Shares | 92373335 | 99.93% | 33386 | 0.04% | 28654 | 0.03% | 1 | 92373335 99.93% | 33386 | 0.04% | 28654 | 0.03% | 2854 | 0.00% | ||
| 16 A Shares | 793554720 | 99.98% | 11790 | 0.00% | 132470 | 0.02% | 10 | 79355472 99.98% | 1179 | 0.00% | 13247 | 0.02% | 294 | 0.00% | ||
| 16 B Shares | 92405137 | 99.97% | 2121 | 0.00% | 28117 | 0.03% | 1 | 92405137 99.96% | 2121 | 0.00% | 28117 | 0.03% | 2854 | 0.00% | ||
| 17 A Shares | 766740430 | 96.60% 26766180 | 3.37% | 192370 | 0.02% | 10 | 76674043 96.60% | 2676618 | 3.37% | 19237 | 0.02% | 294 | 0.00% | |||
| 17 B Shares | 92126726 | 99.67% | 272931 | 0.30% | 35718 | 0.04% | 1 | 92126726 99.66% | 272931 | 0.30% | 35718 | 0.04% | 2854 | 0.00% | ||
| 18 A Shares | 786014020 | 99.03% | 7552490 | 0.95% | 132470 | 0.02% | 10 | 78601402 99.03% | 755249 | 0.95% | 13247 | 0.02% | 294 | 0.00% | ||
| 18 B Shares | 92386553 | 99.95% | 20786 | 0.02% | 28036 | 0.03% | 1 | 92386553 99.94% | 20786 | 0.02% | 28036 | 0.03% | 2854 | 0.00% | ||
| 19a) A Shares | 793501980 | 99.97% | 69750 | 0.01% | 129500 | 0.02% | 10 | 79350198 99.97% | 6975 | 0.01% | 12950 | 0.02% | 69 | 0.00% | ||
| 19a) B Shares | 92379837 | 99.94% | 33539 | 0.04% | 22203 | 0.02% | 1 | 92379837 99.94% | 33539 | 0.04% | 22203 | 0.02% | 2650 | 0.00% | ||
| 19b) A Shares | 486035440 | 99.96% | 69750 | 0.01% | 114810 | 0.02% | 10 | 48603544 61.24% | 6975 | 0.01% | 11481 | 0.01% | 30748192 38.74% | |||
| 19b) B Shares | 62364141 | 99.91% | 33321 | 0.05% | 24763 | 0.04% | 1 | 62364141 67.47% | 33321 | 0.04% | 24763 | 0.03% | 30016004 32.47% | |||
| 20 A Shares | 793581670 | 99.99% | 2750 | 0.00% | 114560 | 0.01% | 10 | 79358167 99.98% | 275 | 0.00% | 11456 | 0.01% | 294 | 0.00% | ||
| 20 B Shares | 92409722 | 99.97% | 1721 | 0.00% | 23932 | 0.03% | 1 | 92409722 99.97% | 1721 | 0.00% | 23932 | 0.03% | 2854 | 0.00% | ||
| 21a) A Shares 21a) B Shares |
793496670 92375420 |
99.97% 99.94% |
69750 33386 |
0.01% 0.04% |
132560 26569 |
0.02% 0.03% |
10 1 |
79349667 99.97% 92375420 99.93% |
6975 33386 |
0.01% 0.04% |
13256 26569 |
0.02% 0.03% |
294 2854 |
0.00% 0.00% |
||
| 21b) A Shares | 793496670 | 99.97% | 69750 | 0.01% | 132560 | 0.02% | 10 | 79349667 99.97% | 6975 | 0.01% | 13256 | 0.02% | 294 | 0.00% | ||
| 21b) B Shares | 92375202 | 99.93% | 33386 | 0.04% | 26787 | 0.03% | 1 | 92375202 99.93% | 33386 | 0.04% | 26787 | 0.03% | 2854 | 0.00% | ||
| 21c) A Shares | 792748210 | 99.88% | 812590 | 0.10% | 138180 | 0.02% | 10 | 79274821 99.88% | 81259 | 0.10% | 13818 | 0.02% | 294 | 0.00% | ||
| 21c) B Shares | 91582061 | 99.08% | 825654 | 0.89% | 27660 | 0.03% | 1 | 91582061 99.07% | 825654 | 0.89% | 27660 | 0.03% | 2854 | 0.00% |
Freddy Hermansen DNB Bank ASA Avdeling Utsteder
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