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Adevinta AGM Information 2021

Jun 29, 2021

3520_rns_2021-06-29_d8ff8aab-ff85-4975-a21d-113873bd7104.pdf

AGM Information

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MINUTES

OF

ANNUAL GENERAL MEETING

IN

ADEVINTA ASA

The Annual General Meeting of Adevinta ASA, org. number 921 796 226 (the "Company"), was held on 29 June 2021 at 16:00 CEST at the premises of Advokatfirmaet BAHR AS at Tjuvholmen all~ 16 in Oslo.

Lars Knem Christie opened the General Meeting and informed about attendance. 1,091,106,320 shares (893,586,092 class A shares and all of the issued 197,520,228 class B shares), equalling 89.1% of the issued and outstanding shares in the Company, were represented. No comments were made to the record of attendance. A list of attending shareholders and class A shares is included in Attachment 1. The voting by the class A shares for each item on the agenda is included in Attachment 2. The class B shares are neither included in Attachment 1 nor Attachment 2 and will come in addition. Where the class B shares shall be accounted for this is also specified under each relevant item in these minutes.

Rolv Erik Ryssdal (CEO), Orla Noonan (Board Chair, by phone), Trond Berger (Chair of the Nomination Committee) and the Company's auditor, Kjetil Rimstad (Ernst & Young) and represented shareholders attended the General Meeting.

The following matters were on the agenda:

Item 1. Approval of the Notice and Agenda of the Annual General Meeting

The General Meeting made the following resolution:

"The notice and agenda is approved."

The resolution was approved with sufficient majority. See Attachment 2 for the voting results.

Item 2. Election of Chairperson for the Meeting

The General Meeting made the following resolution:

"Lars Knem Christie is elected as Chair of the meeting."

The resolution was approved with sufficient majority. See Attachment 2 for the voting results.

Item 3. Election of a Person to Co-sign the Minutes

The General Meeting made the following resolution:

"Rolv Erik Ryssdal is elected to co-sign the minutes together with the Chair of the meeting."

The resolution was approved with sufficient majority. See Attachment 2 for the voting results.

Item 4. Approval of the financial statements and the Board of Directors' Report for 2020 for Adevinta ASA and the Adevinta Group

Rolv Erik Ryssdal, CEO, presented the financial statements of Adevinta ASA and Adevinta Group for 2020. The General Meeting made the following resolution:

"The General Meeting approved the financial statements and the Board of Directors' Report for 2020 for Adevinta ASA and the Adevinta Group."

The resolution was approved with sufficient majority. See Attachment 2 for the voting results.

Item 5. Consideration of Report for Corporate Governance

The Company's report on corporate governance was considered by the General Meeting. No comments were made to the presentation.

Item 6. Approval of the Board of Directors' Declaration of Salary and Other Remunerations to the Senior Management

The declaration of salary and other remunerations to the senior management, that are binding on the Company, was considered by the General Meeting. It was noted that the manner for the granting of awards under the Company's Performance Share Plan will be consistent with previous year, so that the commencement of the performance period and anchor date for reward determinations will be 1 January 2021. The General Meeting made the following resolution:

"The General Meeting approves and adopts the Board of Directors' declaration of salary and other remunerations to the senior management."

The resolution was approved with sufficient majority. See Attachment 2 for the voting results.

Item 7. Approval of the auditor's fee for 2020

The proposal for the auditor's fee was presented. The General Meeting made the following resolution:

"The General Meeting approves the auditor's fee of € 200,000 for the ordinary audit of Adevinta ASA."

The resolution was approved with sufficient majority. See Attachment 2 for the voting results.

Item 8. Election of Members to the Board of Directors

The Chair of the Nomination Committee presented the proposal of the Nomination Committee dated 7 June 2021 regarding election of members to the Board of Directors, including the amended proposal of the Nomination Committee announced 28 June 2021. The General Meeting made the following resolution:

"The General Meeting approves the election of the following members to the Board of Directors:

Orla Noonan (Chair) (re-election, with term until the Annual General Meeting in 2022)

Fernando Abril-Martorell Hernandez (re-election, with term until the Annual General Meeting in 2022)

Peter Brooks-Johnson (re-election, with term until the Annual General Meeting in 2022)

Sophie Javary (re-election, with term until the Annual General Meeting in 2022)

Julia Jaekel (new member, with term until the Annual General Meeting in 2022)

Michael Nilles (new member, with term until the Annual General Meeting in 2022)."

The resolution was approved with sufficient majority. See Attachment 2 for the voting results.

Item 9. Approval of Remuneration to the Members of the Board of Directors

The Chair of the Nomination Committee presented the proposal of the Nomination Committee dated 7 June 2021 regarding remuneration to the members to the Board of Directors. The General Meeting made the following resolution:

"The General Meeting approves the remuneration for the Board of Directors and Board Committees for the period until the annual general meeting in 2022:

Chair of the Board: NOK 1,450,000 Other Board members: NOK 750,000

Chair of the Audit & Risk Committee: NOK 225,000 Other members of the Audit & Risk Committee: NOK 140,000

Chair of the Remuneration Committee: NOK 150,000 Other members of the Renumeration Committee: NOK 100,000

Chair of the Integration Committee: NOK 225,000 Other members of the Integration Committee: NOK 140,000." The resolution was approved with sufficient majority. See Attachment 2 for the voting results.

Item 10. Election of Members of the Nomination Committee

The Chair of the Nomination Committee presented the proposal of the Nomination Committee dated 7 June 2021 regarding election of members to the Nomination Committee, including the amended proposal of the Nomination Committee announced 28 June 2021. The General Meeting made the following resolution:

"The General Meeting approves the election of Ole E. Dahl as new member to the Nomination Committee with a term until the Annual General Meeting in 2023."

The resolution was approved with sufficient majority. See Attachment 2 for the voting results.

Item 11. Approval of Remuneration to the Members of the Nomination Committee

The Chair of the Nomination Committee presented the proposal of the Nomination Committee dated 7 June 2021 regarding remuneration to members to the Nomination Committee. The General Meeting made the following resolution:

"The General Meeting approves the remuneration for the Nomination Committee for the period until the annual general meeting in 2022:

Chair of the Nomination Committee: NOK 158,000

Other Nomination Committee members: NOK 105,000."

The resolution was approved with sufficient majority. See Attachment 2 for the voting results.

Item 12. Authorisation to the Board of Directors to Increase the Share Capital

The Chair of the Meeting accounted for the proposal, and noted that due to closing of the acquisition of the eBay Classified Group having occurred between the time of the notice and the Annual General Meeting, the wording and regulation in the proposed resolution specific to and dependent on the closing of the acquisition of the eBay Classified Group is redundant and that the resolution is adjusted accordingly. The General Meeting made the following resolution:

"(i) The Board of Directors is authorised pursuant to the Public Limited Liability Companies Act S 10-14 (1) to increase the Company's share capital on one or more occasions by up to NOK 24,498,859 (the "Maximum Amount") by the issue of shares in any or all share classes as may be issued at the time of the use of the authorisation. This authorisation and the authorisation to issue convertible loans as set out in item 13 of the minutes from the Annual General Meeting held 29 June 2021, shall, however, be restricted so that they cannot be utilised to issue shares and convertible loans that in the aggregate would result in a share capital increase in excess of the Maximum Amount upon full conversion of any convertible loans.

(ii) The authority shall remain in force until the Annual General Meeting in 2022, but in no event later than 30 June 2022.

(iii) The shareholders' pre-emptive rights pursuant to 5 10-4 of the Public Limited Liability Companies Act may be set aside.

(iv) The authority includes capital increases against contributions in cash and contributions other than in cash. The authority includes the right to incur special obligations for the Company, cf. 5 10-2 of the Public Limited Liability Companies Act. The authority includes resolutions on mergers in accordance with 5 13-5 of the Public Limited Liability Companies Act.

(v) Upon registration of this authorisation with the Norwegian Register of Business Enterprises, this authorisation replaces previously granted authorisation to increase capital."

The resolution was approved with sufficient majority. See Attachment 2 for the voting results from the class A voting shares. The resolution was supported by the share capital represented by the class B non-voting shares.

Item 13. Authorisation to the Board of Directors to Issue Convertible Loans

The Chair of the Meeting accounted for the proposal, and noted that due to closing of the acquisition of the eBay Classified Group having occurred between the time of the notice and the Annual General Meeting, the wording and regulation in the proposed resolution specific to and dependent on the closing of the acquisition of the eBay Classified Group is redundant and that the resolution is adjusted accordingly. The General Meeting made the following resolution:

"(i) The Board of Directors is authorised to raise new convertible loans on one or several occasions up to a total amount of NOK 7,500,000,000 (or the equivalent in other currencies)("convertible loans").

(ii) The share capital of the Company may be increased by a total of NOK 24,498,859 (the "Maximum Amount") as a result of the convertible loans being converted into equity by the issue of shares in any or all share classes as may be issued at the time of the use of the authorisation. This authorisation and the authorisation to issue shares as set out in item 12 of the minutes from the Annual General Meeting held 29 June 2021, shall, however, be restricted so that they cannot be utilised to issue shares and convertible loans that in the aggregate would result in a share capital increase in excess of the Maximum Amount upon full conversion of any convertible loans.

(iii) The shareholders' pre-emptive rights to subscribe the loans pursuant to the Public Limited Companies Act 5 11-4cf. 5 10-4 and 5 10-5 may be set aside.

(iv) This authorisation shall be effective from the date it is registered in the Norwegian Register of Business Enterprises and shall be valid until the Annual General Meeting in 2022, however not later than 30 June 2022.

(v) Upon registration of this authorisation with the Norwegian Register of Business Enterprises, this authorisation replaces previously granted authorisation to issue convertible loans."

The resolution was approved with sufficient majority. See Attachment 2 for the voting results from the class A voting shares. The resolution was supported by the share capital represented by the class B non-voting shares.

Item 14. Authorisation to the Board of Directors to Buy Back the Company's Shares

The Chair of the Meeting accounted for the proposal, and noted that due to closing of the acquisition of the eBay Classified Group having occurred between the time of the notice and the Annual General Meeting, the wording and regulation in the proposed resolution specific to and dependent on the closing of the acquisition of the eBay Classified Group is redundant and that the resolution is adjusted accordingly. The General Meeting made the following resolution:

"(i) The Board of Directors is authorised pursuant to the Norwegian Public Limited Liability Companies Act to acquire and dispose of own shares in any or all share classes as may be issued at the time of the use of the authorisation in Adevinta ASA. The total nominal value of the shares acquired by the Company may not exceed NOK 24,498,859.

(ii) The authorisation is valid until the Annual General Meeting in 2022, but in no event later than 30 June 2022.

(iii) The minimum amount which can be paid for the shares is NOK 20 and the maximum amount is NOK 750.

(iv) The Board of Directors is free to decide on the acquisition method and possible subsequent sale of the shares.

(v) Shares acquired may be used in relation to incentive schemes for employees of the Adevinta group, as consideration in connection with acquisition of businesses and/ or to improve the Company's capital structure.

(vi) Upon registration of this authorisation with the Norwegian Register of Business Enterprises, this authorisation replaces previously granted authorisation to acquire the Company's shares."

The resolution was approved with sufficient majority. See Attachment 2 for the voting results from the class A voting shares. The resolution was supported by the share capital represented by the class B non-voting shares.

Item 15. Amendments to the Company's Articles of Association

The proposed amendment to the Company's Articles of Association as set out in the notice was considered by the General Meeting. The General Meeting made the following resolution:

"Section § 6 no. 5 of the Articles of Association shall be:

"Each shareholder, for so long as it holds class A shares representing at least 25% of the total number of class A shares, has the right to designate at least one representative to each committee of the board of directors. The designee for each committee shall be one of the directors appointed by such shareholder pursuant to Article 6 no. 2 All committees will be comprised of either:

  • (i) a majority of directors elected by the general meeting; or
  • (ii) an equal number of directors elected by the general meeting and directors appointed by shareholders pursuant to Article 6 no. 2, provided that the Chair of the Committee: (A) is a director elected by the General Meeting; and (B) has the right to cast two votes, while each other member shall only have the right to cast a single vote.""

The resolution was approved with sufficient majority. See Attachment 2 for the voting results from the class A voting shares. The resolution was supported by the share capital represented by the class B non-voting shares.

k k k k k

There were no further items on the agenda and the meeting was closed.

[Only Norwegian version is signed] [Only Norwegian version is signed]

Lars Knem Christie Rolv Erik Ryssdal

Attachment1

Total Represented

!SIN: NO0010844038 ADEVINTA ASA
General meeting date: 29/06/2021 16.00
Today: 29.06.2021

Number of persons with voting rights represented/attended : 3

Number of shares 0/o SC
Total shares 1,027,422,753
- own shares of the company 1,370,043
Total shares with voting rights 1,026,052,710
Represented by own shares 23,992,516 2.34 %
Represented by advance vote 28,487,499 2.78 %
Sum own shares 52,480,015 5.12 %
Represented by proxy 342,482,588 33.38 %
Represented by voting instruction 498,623,489 48.60 %
Sum proxy shares 841,106,077 81.98 %
Total represented with voting rights 893,586,092 87.09 %
Total represented by share capital 893,586,092 86.97 %

Registrar for the company:

DNB Bank ASA

Signature company:

ADEVINTA ASA

Attachment 2

Protocol for general meeting ADEVINTA ASA

!SIN: NO0010844038 ADEVINTA ASA General meeting date: 29/06/2021 16.00

Today: 29.06.2021

Shares class FOR Against Poll in Abstain Poll not registered Represented shares
with voting rights
Agenda item 1 Approval of the notice and agenda of the Annual General Meting
Ordinær 893,585,344 0 893,585,344 748 0 893,586,092
votes cast in % 100.00 % 0.00 % 0.00 %
representation of sc in % 100.00 % 0.00 % 100.00 % 0.00 % 0.00 %
total sc in % 86.97 % 0.00 % 86.97 % 0.00 % 0.00 %
Total 893,585,344 0 893,585,344 748 0 893,586,092
Agenda item 2 Election of chairperson for the meeting
Ordinær 893,585,344 0 893,585,344 748 0 893,586,092
votes cast in % 100.00 % 0.00 % 0.00 %
representation of sc in % 100.00 % 0.00 % 100.00 % 0.00 % 0.00 %
total sc in % 86.97 % 0.00 % 86.97 % 0.00 % 0.00 %
Total 893,585,344 0 893,585,344 748 0 893,586,092
Agenda item 3 Election of a person to co-sign the minutes
Ordinær 893,585,344 0 893,585,344 748 0 893,586,092
votes cast in % 100.00 % 0.00 % 0.00 %
representation of sc in % 100.00 % 0.00 % 100.00 % 0.00 % 0.00 %
total sc in % 86.97 % 0.00 % 86.97 % 0.00 % 0.00 %
Total 893,585,344 0 893,585,344 748 0 893,586,092
Agenda item 4 Approval of the financial statements and the Board of Director's Report for 2020 for AdevintaASA
and the Adevinta Group
Ordinær 892,512,359 781,832 893,294,191 291,901 0 893,586,092
votes cast in % 99.91 % 0.09 % 0.00 %
representation of sc in % 99.88 % 0.09 % 99.97 % 0.03 % 0.00 %
total sc in % 86.87 % 0.08 % 86.95 % 0.03 % 0.00 %
Total 892,512,359 781,832 893,294,191 291,901 0 893,586,092
Agenda item 5 Consideration of report for corporate governance
Ordinær 893,565,291 20,053 893,585,344 748 0 893,586,092
votes cast in % 100.00 % 0.00 % 0.00 %
representation of sc in % 100.00 % 0.00 % 100.00 % 0.00 % 0.00 %
total sc in % 86.97 % 0.00 % 86.97 % 0.00 % o.oo %
Total 893,565,291 20,053 893,585,344 748 0 893,586,092
Agenda item 6 Approval of the Board of Director's declaration of salary and other remunerations
Ordinær 891,649,711 1,853,296 893,503,007 83,085 0 893,586,092
votes cast in % 99.79 % 0.21 % 0.00 %
representation of sc in % 99.78 % 0.21 % 99.99 % 0.01 % 0.00 %
total sc in % 86.79 % 0.18 % 86.97 % 0.01 % 0.00 %
Total 891,649,711 1,853,296 893,503,007 83,085 0 893,586,092
Agenda item 7 Approval of the auditor's fee for 2020
Ordinær 891,246,083 2,339,261 893,585,344 748 0 893,586,092
votes cast in % 99.74 % 0.26 % 0.00 %
representation of sc in % 99.74 % 0.26 % 100.00 % 0.00 % 0.00 %
total sc in % 86.75 % 0.23 % 86.97 % 0.00 % 0.00 %
Total 891,246,083 2,339,261 893,585,344 748 0 893,586,092
Agenda item Ba) Election of members to the Board of Directors: Orla Noonan
Ordinaer 893,025,458 186,396 893,211,854 374,238 0 893,586,092
votes cast in % 99.98 % 0.02 % 0.00 %
Shares class FOR Against Poll in Abstain Poll not registered Represented shares
with voting rights
representation of sc in % 99.94 % 0.02 % 99.96 % 0.04 % 0.00 %
total sc in % 86.92 % 0.02 % 86.94 % 0.04 % 0.00 %
Total 893,025,458 186,396 893,211,854 374,238 0 893,586,092
Agenda item Sb) Election of members to the Board of Directors-Fernando Abril-Martorell Hernandez
Ordinær 893,479,205 23,802 893,503,007 83,085 0 893,586,092
votes cast in % 100.00 % 0.00 % 0.00 %
representation of sc in % 99.99 % 0.00 % 99.99 % 0.01 % 0.00 %
total sc in % 86.96 % 0.00 % 86.97 % 0.01 % 0.00 %
Total 893,479,205 23,802 893,503,007 83,085 0 893,586,092
Agenda item Sc) Election of members to the Board of Directors: Peter Brooks-Johnson
Ordinær 893,476,781 26,226 893,503,007 83,085 0 893,586,092
votes cast in % 100.00 % 0.00 % 0.00 %
representation of sc in % 99.99 % 0.00 % 99.99 % 0.01 % 0.00 %
total sc in % 86.96 % 0.00 % 86.97 % 0.01 % 0.00 %
Total 893,476,781 26,226 893,503,007 83,085 0 893,586,092
Agenda item Sd) Election of members to the Board of Directors: Sophie Javary
Ordinær 893,370,272 132,735 893,503,007 83,085 0 893,586,092
votes cast in % 99.99 % 0.02 % 0.00 %
representation of sc in % 99.98 % 0.02 % 99.99 % 0.01 % 0.00 %
total sc in % 86.95 % 0.01 % 86.97 % 0.01 % 0.00 %
Total 893,370,272 132,735 893,503,007 83,085 0 893,586,092
Agenda item Sf) Election of members to the Board of Directors: Julia Jaekel
Ordinær 893,488,151 14,856 893,503,007 83,085 893,586,092
votes cast in % 0
representation of sc in % 100.00 % 0.00 % 0.00 %
total sc in % 99.99 % 0.00 % 99.99 % 0.01 % 0.00 %
86.96 % 0.00 % 86.97 % 0.01 % 0.00 %
Total 893,488,151 14,856 893,503,007 83,085 0 893,586,092
Agenda item Sg) Election of members to the Board of Directors: Michael Nilles
Ordinær 893,488,151 14,856 893,503,007 83,085 0 893,586,092
votes cast in % 100.00 % 0.00 % o.oo %
representation of sc in % 99.99 % 0.00 % 99.99 % 0.01 % 0.00 %
total sc in % 86.96 % 0.00 % 86.97 % 0.01 % 0.00 %
Total 893,488,151 14,856 893,503,007 83,085 0 893,586,092
Agenda item 9 Approval of remuneration to the members of the board of Directors
Ordinær 892,216,777 1,286,230 893,503,007 83,085 0 893,586,092
votes cast in % 99.86 % 0.14 % 0.00 %
representation of sc in % 99.85 % 0.14 % 99.99 % 0.01 % o.oo %
total sc in % 86.84 % 0.13 % 86.97 % 0.01 % 0.00 %
Total 892,216,777 1,286,230 893,503,007 83,085 0 893,586,092
Agenda item 10a) Election of members of the Nomination Committee: Ole E. Dahl
Ordinær 893,476,538 0 893,476,538 109,554 0 893,586,092
votes cast in % 100.00 % 0.00 % 0.00 %
representation of sc in % 99.99 % 0.00 % 99.99 % 0.01 % 0.00 %
total sc in % 86.96 % 0.00 % 86.96 % 0.01 % 0.00 %
Total 893,476,538 0 893,476,538 109,554 0 893,586,092
Agenda item 11 Approval of remuneration to the members of the Nomination Committee
Ordinær 893,133,615 369,392 893,503,007 83,085 0 893,586,092
votes cast in % 99.96 % 0.04 % 0.00 %
representation of sc in % 99.95 % 0.04 % 99.99 % 0.01 % 0.00 %
total sc in % 86.93 % 0.04 % 86.97 % 0.01 % 0.00 %
Total 893,133,615 369,392 893,503,007 83,085 0 893,586,092
Agenda item 12 Authorisation to the Board of Directors to increase the share capital
Ordinær 888,868,950 4,716,394 893,585,344 748 0 893,586,092
Shares class FOR Against Poll in Abstain Poll not registered Represented shares
with voting rights
votes cast in % 99.47 % 0.53 % 0.00 %
representation of sc in % 99.47 % 0.53 % 100.00 % 0.00 % 0.00 %
total sc in % 86.51 % 0.46 % 86.97 % o.oo % 0.00 %
Total 888,868,950 4,716,394 893,585,344 748 0 893,586,092
Agenda item 13 Authorisation to the Board of Directors to issue convertible loans
Ordinær 890,700,913 2,884,431 893,585,344 748 0 893,586,092
votes cast in % 99.68 % 0.32 % 0.00 %
representation of sc in % 99.68 % 0.32 % 100.00 % o.oo % 0.00 %
total se in % 86.69 % 0.28 % 86.97 % 0.00 % 0.00 %
Total 890,700,913 2,884,431 893,585,344 748 0 893,586,092
Agenda item 14 Authorisation to the Board of Directors to buy-back the Company's shares
Ordinær 892,279,321 1,291,167 893,570,488 15,604 0 893,586,092
votes cast in % 99.86 % 0.14 % 0.00 %
representation of se in % 99.85 % 0.14 % 100.00 % 0.00 % 0.00 %
total se in % 86.85 % 0.13 % 86.97 % 0.00 % 0.00 %
Total 892,279,321 1,291,167 893,570,488 15,604 0 893,586,092
Agenda item 15 Amendments to the Company's articles of association
Ordinaer 893,585,344 0 893,585,344 748 0 893,586,092
votes cast in % 100.00 % 0.00 % 0.00 %
representation of se in % 100.00 % 0.00 % 100.00 % 0.00 % 0.00 %
total sc in % 86.97 % 0.00 % 86.97 % o.oo % 0.00 %
Total 893,585,344 0 893,585,344 748 0 893,586,092

Registrar for the company:

Signature company: ADEVINTA ASA

DNB Bank ASA

Share information

Name Total number of shares Nominal value Share capital Voting rights
Ordinær 1,027,422,753 0.20 205,484,550.60 Yes
Sum:

§ 5-17 Generally majority requirement

requires majority of the given votes

§ 5-18 Amendment to resolution

Requires two-thirds majority of the given votes like the issued share capital represented/attended on the general meeting