AGM Information • Apr 20, 2016
AGM Information
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The shareholders of Schibsted ASA are hereby given notice of the Annual General Meeting to be held at 10:30 on Wednesday 11 May 2016 in the company's premises at Apotekergaten 10 in Oslo. Voting forms will be distributed at the meeting venue from 10:00.
The annual report for 2015 and other relevant documents are available on the company's website (www.schibsted.com).
The financial statements, accompanying notes, and the Board of Directors' Report are included in the annual report.
Resolution proposal: "The General Meeting approved the financial statements for 2015 for Schibsted ASA and the Schibsted Group, including the Board of Directors' Report for 2015. The General Meeting took into consideration the statement on corporate governance."
The Board of Directors proposes paying a dividend for 2015 of NOK 1.75 per share. Dividend will be paid out on 24 May 2016. The Schibsted share will be traded on the Oslo Stock Exchange exclusive of dividend as from 12 May 2016. Otherwise, refer to the stock exchange notice dated 20 April 2016.
Resolution proposal: "The General Meeting approved the Board of Director's proposal regarding dividend for the 2015 financial year of NOK 1.75 per share, excluding shares owned by the Group."
Resolution proposal: "The General Meeting approved the auditor's fee of NOK 1 359 000".
The Board of Directors proposes that the General Meeting resolves that the authorization to the Board of Directors to buy back up to 10% of the company's shares shall be extended for a period of one year after this year's Annual General Meeting. The shares may serve as settlement or compensation in the company's incentive schemes; the Long- term Incentive Program (LTI), the Key Contributor Plan (KCP) and the Senior Executive Plan (SEP), as well as the Employee Share Saving Plan (ESSP). The shares may also be used in connection with mergers, demergers, acquisitions and divestments. The authorization may also be exercised in a takeover situation.
The company has a share capital of NOK 113 403 795.50, divided on 108 003 615 A-shares and 118 803 976 B-shares, all shares with a nominal value of 0.50. As of 20 April 2016, Schibsted ASA owns 705 004 of its own shares (293 011 A-shares and 411 993 B-shares), equal to about 0.31% of its share capital.
Resolution proposal: "The General Meeting resolved to extend the Board of Directors' authorization to acquire and dispose of own shares in Schibsted ASA pursuant to the Norwegian Public Limited Liability Companies Act on the following conditions:
The Nomination Committee's report is included in the annual report, which is available on the company's website (www.schibsted.com). The Nomination Committee will present its report at the Annual General Meeting.
The Statement of Executive Compensation is included in the annual report.
Pursuant to section 6-16 a) of the Public Limited Liability Companies Act, see section 5-6, subsection 3, the Statement of Executive Compensation shall be discussed at the Annual General Meeting of Schibsted ASA. An advisory vote shall be held on the Board of Director's guidelines for determining management remuneration. The guidelines for share-based remuneration are subject to the approval of the Annual General Meeting.
The Board of Directors proposes to continue the three-year Key Contributor Plan (KCP) and the five-year Senior Executive Program (SEP) within the framework stipulated in the Statement of Executive Compensation. The Board of Directors also proposes that management can participate in Schibsted's annual revolving Employee Share Saving Plan (ESSP).
The Nomination Committee's assessment of the Board of Directors is stated in the annual report. A presentation of the current directors can be found at www.schibsted.com.
The shareholder-elected members of the Board of Directors are elected for one year at a time. The Nomination Committee proposes the election of seven shareholder-elected directors at this year's Annual General Meeting. A presentation of the Nomination Committee's proposal is enclosed to this notice of annual general meeting.
Pursuant to Article 8 of the Articles of Association, Blommenholm Industrier AS has exercised its right to directly appoint one director and has notified the company that they wish to re-appoint Ole Jacob Sunde.
The shareholders are invited to vote on each of the proposed directors.
Resolution proposal: "The General Meeting approved the Nomination Committee's proposal regarding the election of the shareholder-elected directors for the period 2016- 2017."
The General Meeting shall determine the Board of Director's fees, including fees payable to directors who take part in committee work. The Nomination Committee may pay a special fee of up to NOK 100,000 to directors who reside outside Oslo.
The fees for the coming period, including the additional fees, are to be determined in advance. All fees are payable at the end of the term of office.
The proposal regarding fees for the period from the Annual General Meeting 2016 until the Annual General Meeting in 2017 is as follows (figures for the period 2015-2016 in brackets):
a) Director's fee: Proposed fee payable to the Board Chair: NOK 980,000 (800,000). Proposed fee payable to other directors: NOK 460,000 (375,000).
Additional fees: The Nomination Committee has set the additional fee to NOK 50,000 (50,000) for directors who reside outside Oslo but in a Nordic country, and to NOK 100,000 (100,000) for directors who reside outside Oslo and outside the Nordic region.
Resolution proposal: "The General Meeting approved the Nomination Committee's proposal regarding fees payable to the Board of Directors and the Board of Director's committees for the period from the Annual General Meeting in 2016 to the Annual General Meeting in 2017."
It is proposed not to change the fees payable to the Nomination Committee for the period 2016-2017. These are thus proposed to be set at NOK 16,000 per meeting for the Chair of the Committee and NOK 11,000 per meeting for the Committee's other members.
Resolution proposal: "The General Meeting approved the Nomination Committee's proposal regarding fees for the period from the Annual General Meeting in 2016 to the Annual General Meeting in 2017."
Article 7 of the Articles of Association, guarantees that important decisions concerning
the Group's core activities are submitted to Schibsted's shareholders for final resolution.
Article 7 of the Articles of Association states the following:
"Any resolutions to amend the Articles of Association, shall be passed by the General Meeting and shall require the endorsement of more than (i) 3/4 of the share capital represented in the relevant General Meeting and (ii) 3/4 of the A-shares represented in the relevant General Meeting.
The first paragraph applies likewise to decisions relating to, or votes taken on:
With the majority stated in the first paragraph, the General Meeting can decide to grant the Board of Directors authorization to make decisions in matters referred to in the second paragraph, subparagraphs a) and b).
The Board shall ensure that the Articles of Association of subsidiaries include the provisions necessary to ensure that this regulation is implemented."
Based on Article 7, paragraph three of the Articles of Association, the Annual General Meeting is asked to authorize the Board of Directors to administrate further specified parts of the protection inherent in the provision. The proposed authorization is identical to the authorization granted annually by the General Meeting since 2010, with exception for the limit on the authorization to complete divestments pursuant letter b) of the authorization, which is proposed increased from NOK 1 billion to NOK 4 billion. The proposal to increase the authorization is due to the increase in value of the company's assets over the last years, which is reflected in the company's share price. The Board of Directors believes that an authority up to NOK 4 billion better correlates with the value of the company's assets.
"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 a) 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. This authorization applies until the next Annual General Meeting."
Resolution proposal: "The General Meeting authorized the Board of Directors to administrate parts of Article 7 of Schibsted's Articles of Association in accordance with the proposed authorization as worded above. The authorization applies from the Annual General Meeting in 2016 until the Annual General Meeting in 2017."
The Board of Directors believes that it is in the company's interest that the Board of Directors has the authority to issue new shares. The company is on an ongoing basis assessing acquisition opportunities as part of its growth strategy, and it may be appropriate to finance any such acquisitions by issuing new shares or to offer shares as consideration.
The proposed authority shall only be used to issue B-shares, and is limited to 10% of the share capital within the B-share class. The proposed authority includes the right to set aside the pre-emptive rights of existing shareholders.
The company has a share capital of NOK 113 403 795.50, divided on 108 003 615 A-shares and 118 803 976 B-shares, all shares with a nominal value of 0.50.
At the company's General Meeting each A-share provides 10 votes and each B-share provides 1 vote. In accordance with Article 6 of the company's Articles of Association, no shareholder may own or vote at the General Meeting in respect of more than 30% of the shares.
Shares that are owned or acquired by: a) the shareholder's spouse, under-age children or persons with whom the shareholder shares a common household, b) companies in which the shareholder has the influence stated in section 1-2 of the Norwegian Public Limited Liability Companies Act, c) companies within the same group as the shareholder and d) any party with which the shareholder has a binding collaboration regarding the exercise of the shareholder rights are regarded as equivalent to the shareholder's own shares. On the date on which the notice of the General Meeting was issued, the company owned 705 004 of its own shares (293 011 A-shares and 411 993 B-shares), equal to about 0.31% of its share capital, for which the company cannot exercise any voting rights.
If the shares are registered in VPS with a manager, cf. Section 4-10 of the Public Limited Liability Companies Act, and the actual shareholder wishes to vote for his/her shares, the actual shareholder must re-register the shares in a separate VPS account in the name of the actual shareholder. This must be done prior to the General Meeting.
Shareholders may not demand that new issues be put on the agenda after the deadline for doing so has expired; see section 5-11, second sentence of the Norwegian Public Limited Liability Companies Act.
A shareholder is entitled to propose resolutions regarding the issues which the General Meeting is invited to discuss.
A shareholder may demand that, at the General Meeting, directors and the general manager provide available information on matters that may influence assessment of:
If information must be obtained, so that no answer can be given at the General Meeting, a written reply shall be prepared within two weeks after the General Meeting. This reply shall be made available to the shareholders at the company's office and sent to all the shareholders who have requested such information. If the reply must be regarded as significantly important for assessing factors mentioned in the previous paragraph, the reply shall be sent to all the shareholders with a known address.
Shareholders wishing to attend the Annual General Meeting must ensure that their notification of attendance is in the hands of DNB Bank ASA at 16:00 on 9 May 2016 at the latest.
Notification of attendance may be sent electronically through Schibsted's website www.schibsted.com or through VPS Investor Services. The pin code and reference number in the enclosed attendance form must be stated.
Notification of attendance may also be sent by e-mail: [email protected] or by regular mail to DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, NO-0021 Oslo.
Shareholders that do not have the opportunity to attend may authorize their own proxy before the expiry of the registration deadline. A proxy form stating voting instructions may also be given to the Board Chair, Ole Jacob Sunde. The proxy form that must be used is enclosed with this notice and must be signed and sent to DNB Bank ASA at the abovementioned address.
The Annual General Meeting will be opened by the Board Chair. This notice and its enclosures have been sent to all shareholders with a known place of residence. The annual financial statements and Board of Directors' report stating the proposed allocation of the profit for 2015, including the Board of Directors' Statement of Executive Compensation and the Auditor's Report, are available on the company's website www.schibsted.com. These documents can also be sent by e-mail or by post if ordered on Schibsted's investor web pages (www.schibsted.no).
Shareholders may submit any inquiries regarding the Annual General Meeting to DNB Bank ASA, tel: (+47) 22 48 35 90.
Oslo, 20 April 2016 FOR THE BOARD OF DIRECTORS OF SCHIBSTED ASA
Ole Jacob Sunde Board Chair
Board member since May 2000. Board chair since May 2002. Chairman of the Compensation Committee since it was established in 2004.
Founder and board chair of Formuesforvaltning ASA (2000–). Established Industrifinans Forvaltning ASA in 1983 and was managing director until 2000. Former consultant in McKinsey & Co. (1980–83). Various other directorships, including board chair of The Tinius Trust and board member of Blommenholm Industrier AS. Member of the Board of The Scott Trust and Princess Märtha Louise's Fund.
MBA (Université de Fribourg, Switzerland) 1976 and Kellogg School of Management, Northwestern University (USA) (with distinction) 1980.
Blommenholm Industrier AS has exercised its right pursuant to Article 8 of the Articles of Association, to directly appoint Ole Jacob Sunde as a member of the Board.
Board member since 2014. Tanya Cordrey is a London-based digital adviser and former Chief Digital Officer at Guardian News & Media, where she was a member of the senior executive team. In 2015 she was named UK Chief Digital Officer of the Year.
She was previously General Manger UK and Chief Marketing Officer at Zopa, the world's first and Europe's largest peer-to-peer lending service. Prior to this, Tanya was Product Director UK at eBay AG, General Manger at BabyCentre.co.uk, and Manager, Strategy and Marketing at BBC News and Current Affairs.
Tanya Cordrey holds an MBA (with distinction) from London Business School (1997), and MA from Westminster University (1944), and BA (Hons) European history, East Anglia University.
Board member since 2014. Birger Steen is CEO of Parallels since 2010, and is based in Seattle. Nonexecutive Director of Nordea since 2015.
He previously served as Vice President of Worldwide SMB and Distribution at Microsoft and as General Manager of Microsoft Russia and Microsoft Norway. Prior to joining Microsoft in 2002, Birger was CEO of Scandinavia Online and Vice President of Business Development in Schibsted ASA. His first engagement with the Schibsted was while he worked for McKinsey & Company as a consultant and engagement manager from 1993 to 1996. Before joining McKinsey, Steen was as an oil trader with Norwegian Oil Trading in Lithuania.
Birger Steen received his MSc in computer science and industrial engineering from the Norwegian Institute of Technology in Trondheim. He also holds a degree in Russian language from the Defense School of Intelligence and Security and received his MBA from INSEAD in France.
Deputy board member of Schibsted from May 2002 to 2005. Elected as ordinary board member in May 2005. Managing director and major owner in Eiendomsspar AS and Victoria Eiendom AS (1984–). Consultant in McKinsey & Company (1981–82) and project manager (1983–84), Manufactures Hanover Trust Company, Assistant to Area Manager, Nordic Countries (1978–79).
Chairman of the board in Pandox AB, NSV-Invest AS, Sundt AS, Dermanor AS, Oslo Flaggfabrikk AS and Mini Bottle Gallery AS. Board member in Thor Corporation AS and Norges Bank's Real Estate Investment Board. Various directorships in companies in the Eiendomsspar group.
Harvard Business School, Boston, USA (1979-81), Master of Business Administration. Ecole des Hautes Etudes Commerciales, Universite de Lausanne (1975-78), Siviløkonom.
Board member of Schibsted since May 2012. CEO and Chairman of the management board of Vivendi Group since 2014.
Consultant at Arthur Andersen, and in 1989 project manager at Rhône-Poulenc. In 1990 he joined Le Figaro as Executive Director. Member of the founding team of the Emap Group in France in 1995, Chief Executive Officer of Emap France in 1998. Chairman and Chief Executive Officer of Emap France in 1999. He served from 2000 to 2005 as Chairman of EMW, the Emap/Wanadoo digital subsidiary. In 2006, he was appointed Chairman and Chief Executive Officer of Editions Mondadori France and headed all digital business for the Mondadori Group in 2007.
In April 2009, Mr. Puyfontaine joined the US HEARST media group as CEO of its UK subsidiary, Hearst UK. In 2011, on behalf of the Hearst Group, he led the acquisition of 102 magazines from the Lagardère Group published abroad, and was in June 2011 appointed Executive Vice President of Hearst Magazines International before being appointed Managing Director of Western Europe in August 2013
Graduate of the ESCP, the Multimedia Institute and the Harvard Business School program; Chairman of ESCP Europe Alumni from 2011 to 2014. Educated at the Paris European School of Management, France MBA, ESCP (1988), Harvard Business School (2000).
Independent Director of Kepler, Director of Telecom Italia, member of the Advisory Committee of Innit, Director of Melty Group.
Board member of Schibsted since May 2012. CEO of FD Mediagroep, Netherlands.
Previously Managing Director of LinkedIn.com, Netherlands (2009–2011); Managing Director of eBay.nl, Marktplaats.nl, Netherlands (2008–2009); publisher in Young Women's Magazines and Director
Consumer Marketing (2006–2008) and Director of Consumer and Trade Marketing (2003–2006) in Sanoma Uitgevers, Netherlands; Management Consultant and Engagement Manager in McKinsey & Company, Netherlands (1995–2003).
Eugénie van Wiechen holds an MSc in chemical engineering from the University of Amsterdam in (1994) and an MBA from INSEAD, Fontainebleau, France (1997). Board member in the Dutch Cancer Society.
Marianne Budnik has since 2014 held the position Chief Marketing Officer for SimpliVity, a global leader of hyperconverged infrastructure solutions for enterprise IT, and is based in Boston, MA. She previously served as Chief Marketing Officer and Senior Vice President of product line management for Acme Packet (2011-2014), through the company's acquisition by Oracle in 2013. Budnik served as Chief Marketing Officer of CA Technologies (formerly Computer Associates) (2009-2011) and held a series of leadership positions within EMC Corporation (2000-2009), including Vice President, Global Marketing Programs, heading the EMC marketing operations and corporate strategic planning organization, and Director of Software Product Marketing.
Marianne Budnik holds an MBA from Boston University (2000) and BA from Babson College (1990).
An Annual General Meeting of Schibsted ASA will be held on 11 May 2016 at 10:30 a.m. in the Company's premises at Apotekergaten 10 in Oslo, Norway
If the above-mentioned shareholder is an enterprise, it will be represented by: _________________________________________
Name of enterprise's representative (To grant a proxy, use the proxy form below)
The undersigned will attend the Annual General Meeting on 11 May 2016 and vote for:
| Own shares | |
|---|---|
| Other shares in accordance with enclosed Power of Attorney | |
| A total of | Shares |
This notice of attendance must be received by DNB Bank ASA no later than 4 p.m. on 9 May 2016.
Notice of attendance may be sent electronically through the Company's website www.schibsted.com or through VPS Investor Services. To access the electronic system for notification of attendance through the Company's website, the abovementioned reference number and PIN code must be stated.
Notice of attendance may also be sent by e-mail: [email protected], or by regular mail to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway.
Place Date Shareholder's signature (If attending personally. To grant a proxy, use the form below)
This proxy form is to be used for a proxy without voting instructions. To grant a proxy with voting instructions, please go to page 2.
If you are unable to attend the Annual General Meeting in person, this proxy may be used by a person authorised by you, or you may send the proxy without naming the proxy holder, in such case, the proxy will be deemed to be given to the Chair of the Board of Directors or a person authorised by him.
The proxy form should be received by DNB Bank ASA, Registrar's Department no later than 4 p.m. on 9 May 2016. The proxy may be sent electronically through Schibsted's website http://www.schibsted.com, or through VPS Investor Services. It may also be sent by e-mail: [email protected] Post to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway.
The undersigned __________________________ hereby grants (tick one of the two):
the Chair of the Board of Directors (or a person authorised by him), or
_____________________________________________
(Name of proxy holder in capital letters)
a proxy to attend and vote for my/our shares at the Annual General Meeting of Schibsted ASA on 11 May 2016.
Place Date Shareholder's signature (Signature only when granting a proxy)
With regard to rights of attendance and voting, reference is made to the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. If the shareholder is a company, the company's certificate of registration must be attached to the proxy.
This proxy form is to be used for a proxy with voting instructions. If you are unable to attend the Annual General Meeting in person, you may use this proxy form to give voting instructions. You may grant a proxy with voting instructions to a person authorised by you, or you may send the proxy without naming the proxy holder, in which case the proxy will be deemed to have been given to the Chair of the Board of Directors or a person authorised by him.
The proxy form must be received by DNB Bank ASA, Registrar's Department, no later than 4 p.m. on 9 May 2016. It may be sent by e-mail: [email protected] /regular mail to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway.
The undersigned: _________________________________ hereby grants (tick one of the two):
the Chair of the Board of Directors (or a person authorised by him), or
____________________________________
Name of proxy holder (in capital letters)
a proxy to attend and vote for my/our shares at the Annual General Meeting of Schibsted ASA on 11 May 2016.
The votes shall be exercised in accordance with the instructions below. Please note that if any items below are not voted on (not ticked off); this will be deemed to be an instruction to vote "for" the proposals in the notice. However, if any motions are made from the floor in addition to or in replacement of the proposals in the notice, the proxy holder may vote or abstain from voting at his discretion. In such case, the proxy holder will vote on the basis of his reasonable understanding of the motion. The same applies if there is any doubt as to how the instructions should be understood. Where no such reasonable interpretation is possible, the proxy holder may abstain from voting.
| Agenda Annual General Meeting 2016 | Against | Abstention | ||
|---|---|---|---|---|
| 1. Election of the chair |
| | ||
| 2. Approval of the notice of the General Meeting and agenda |
| | ||
| 3. Election of two representatives to sign the minutes of the General Meeting together with the chair |
| | ||
| 4. Approval of the financial statements for 2015 for Schibsted ASA and the Schibsted Group, including the Board of Directors' report for 2015 |
| | ||
| 5. Approval of the Board's proposal regarding share dividend for 2015 |
| | ||
| 6. Approval of the auditor's fee for 2015 |
| | ||
| 7. Extension of the Board's authorization to buy back shares until the Annual General Meeting in 2017 |
| | ||
| 8. The Nomination Committee's report on its work during the 2014-2015 period (no voting) |
||||
| 9a) Advisory vote on the Statement of Executive Compensation |
| | ||
| 9b) Approval of the guidelines for share based incentive programs | | | ||
| 10. Election of shareholder-elected directors | ||||
| a) Ole Jacob Sunde (Chair) |
| | | |
| b) Tanya Cordrey |
| |||
| c) Arnaud de Puyfontaine |
| | ||
| d) Christian Ringnes |
| | ||
| e) Birger Steen |
| |
| f) Eugenie van Wiechen |
| | |
|---|---|---|---|
| g) Marianne Budnik |
| | |
| 11. The Nomination Committee's proposals regarding directors' fees, etc. | | | |
| 12. The Nomination Committee - fees | | | |
| 13. Granting of authorization to the Board to administrate some of the protection inherent in Article 7 of the Articles of Association |
| | |
| 14. Proposal for authority to increase the share capital | | |
| Place | Date | Shareholder's signature |
|---|---|---|
| (Only for granting proxy with voting instructions) |
With regard to rights of attendance and voting, reference is made to the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. If the shareholder is a company, the company's certificate of registration must be attached to the proxy.
Ref no: PIN code:
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