Vend Marketplaces ASA — AGM Information 2010

Apr 20, 2010

CHIBSTED

NOTICE OF THE ANNUAL GENERAL MEETING OF SCHIBSTED ASA TO BE HELD AT 11.00 AM ON WEDNESDAY 12 MAY 2010

The shareholders of Schibsted ASA are hereby given notice of the Annual General Meeting to be held at 11.00 am on Wednesday 12 May 2010 in the Company’s premises at Apotekergaten 10 in Oslo. Voting slips will be distributed at the meeting premises from 10.30 am.

The following issues are on the agenda:

1. Election of a person to chair the meeting
2. Approval of the notice of the Annual General Meeting and agenda
3. The election of two representatives to sign the minutes of the Annual General Meeting together with the chair of the meeting
4. Approval of the annual financial statements for 2009 for Schibsted ASA and the Schibsted Group, including the Board of Directors’ report for 2009

The financial statements and the notes to them are shown on page 43 of the annual report, while the Board of Directors’ report is shown on page 29 of the annual report.

Proposed resolution:

“The General Meeting approved the annual financial statements for 2009 for Schibsted ASA and the Schibsted Group, including the Board of Directors’ report for 2009”.

1. Approval of the Board of Directors’ proposal regarding share dividend for 2009

The Board proposes paying dividend of NOK 1.50 per share for 2009. The grounds for this proposal will be presented in more detail at the Annual General Meeting. The dividend will become the property of the company’s shareholders at midnight on 12 May 2010. The Schibsted share will be traded on the Oslo Stock Exchange exclusive of dividend as from 13 May 2010. Otherwise, refer to the stock exchange notice dated 19 February 2010.

Proposed resolution:

“The General Meeting approved the Board’s proposal regarding dividend for the 2009 financial year of NOK 1.50 per share, excluding shares owned by the Group.”

1. Approval of the auditor’s fee for 2009

Proposed resolution:

“The General Meeting approved the auditor’s fee of NOK 990,000.”

1. An extension of the authorisation to the Board of Directors to buy back Company shares until the Annual General Meeting in 2011

The Board proposes that the General Meeting resolves that the authorisation 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 and that the authority may also be exercised in a takeover situation. The Company has share capital of NOK 108,003,615, divided into 108,003,615 shares each with a nominal value of NOK 1. 10% of the share capital equals 10,800,361 shares. As at 15 April 2010, Schibsted ASA owns 4,700,141 of its own shares, equal to 4.35% of its share capital.

Proposed resolution:

“The General Meeting resolved to extend the Board of Directors’ authorisation to acquire and sell shares in Schibsted ASA pursuant to the Norwegian Public Limited Companies Act on the following conditions:

1. The authorisation is valid until the next Annual General Meeting of Schibsted ASA in 2011 (i.e. no later than 30 June 2011).

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1. The total nominal value of the shares acquired under this authorisation may not exceed NOK 10,800,361.
2. The minimum amount that can be paid for a share is NOK 30. The maximum amount that can be paid for a share is NOK 500.

3. The Board is free to decide the acquisition method and possible later sale of the shares. The authorisation may also be used to buy or sell shares in takeover situations."

4. The Nomination Committee’s report on its work during the 2009-2010 period

The Nomination Committee’s report is shown on page 27 of the annual report. The Nomination Committee’s chairman, Lars A. Christensen, will present a verbal report at the Annual General Meeting.

1. The Board of Director’s declaration regarding the determination of salary and other remuneration to managers of Schibsted ASA (Management Remuneration Declaration) pursuant to section 6.16 a of the Norwegian Public Limited Companies Act

The Management Remuneration Declaration is shown on page 40 of the annual report but, as stated, does not include the Board’s guidelines for long-term incentive schemes. The reason for this was that the Board was still working to finalise the new long-term incentive (LTI) programme for the Schibsted Group when the annual report went to print. The complete Management Remuneration Declaration in which the LTI programme is also described has been included as a separate annex to this notice of the Annual General Meeting.

Pursuant to section 6-16 a of the Public Limited Companies Act, cf. section 5-6, third subsection, the Management Remuneration Declaration is to be discussed at the Annual General Meeting of Schibsted ASA. An advisory vote is to be held on the Board’s guidelines for determining management remuneration. The guidelines for share-based remuneration are subject to the approval of the Annual General Meeting.

The Board proposes that Schibsted’s annual revolving three-year option programme be wound up as from 2010 and replaced by a new annual revolving three-year share-purchase programme, as described in the Management Remuneration Declaration. Schibsted ASA’s prevailing option programme will continue in relation to allotments in 2009 and previous years, with the proposals stated in the Management Remuneration Declaration regarding adjustments to the strike price and number of shares as a result of the share issue in June 2009.

The LTI programme will be explained in further detail at the Annual General Meeting.

Proposed resolution:

“The General Meeting approved the Board of Directors’ guidelines for determining management salaries in Schibsted ASA, including the guidelines for the share-purchase programme that is to be introduced as from 2010, as these are stated in the Board’s declaration. The Board of Directors will base its work on this declaration as from the Annual General Meeting in 2010.”

1. Election of shareholder-elected directors

The shareholder-elected members of the Board of Directors are elected for one year at a time. The Nomination Committee’s assessment of the Board of Directors is presented in the annual report, and a presentation of current Board members can be found at www.schibsted.com. Pursuant to Article 8 of the Articles of Association, Blommenholm Industrier AS has exercised its right to appoint one member directly and has notified the Company that this is Ole Jacob Sunde.

The Nomination Committee presentation of its proposal regarding election of Board of Directors will be available at www.schibsted.com on April 30, 2010.

Proposed resolution:

“The General Meeting approved the Nomination Committee’s proposal regarding the election of shareholder-elected members of the Board of Directors for the 2010-2011 period.”

The Nomination Committee states that the Board’s two employee-elected members, Anne-Lise von der Fehr and Gunnar Kagge, were elected for a two-year term of office in 2009.

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• The Nomination Committee’s proposal regarding directors’ fees etc for the 2010-2011 period

The General Meeting is to determine the director’s fees, including fees payable to directors who take part in committee work. The fees are to be determined in advance for one year at a time, i.e. from this year’s Annual General Meeting until next year’s Annual General Meeting, and are payable at the end of the term of office. The fees have not been changed since 2008. The Nomination Committee proposes a general increase in all the fees payable to the Board of Directors and committees, in part to reflect the general increase in salaries in society and in part to be able to offer competitive conditions when recruiting directors.

The following fees are proposed for the period from May 2010-May 2011 (the fees payable for the 2009-2010 period are stated in brackets):

a) Directors’ fees: The variable share of the fees based on actual attendance is to be maintained at 20 %. The fee payable to the Chairman of the Board is to be set at NOK 700,000 (660,000). The fee payable to other directors resident in Oslo is to be set at NOK 300,000 (285,000). Special fees of up to NOK 50,000 (unchanged) may still be paid to directors who do not live in Oslo subject to a recommendation by the Chairman of the Board and approval by the Chairman of the Nomination Committee.

The fee payable to the Board’s alternate directors is to be set at NOK 16,000 (15,000) per meeting. It is proposed to remove the previous basic fee of NOK 35,000.

b) Fees payable to members of the Group Board’s Compensation Committee: The fees payable to members of the Compensation Committee are proposed to be NOK 70,000 (65,000) for the Committee’s Chairman and NOK 41,000 (38,000) for the Committee’s other members.

c) Fees payable to members of the Group Board’s Audit Committee: The fees payable to the Audit Committee’s members are proposed to be NOK 107,000 (100,000) for the Committee’s Chair and NOK 65,000 (60,000) for the Committee’s other members.

Proposed resolution:

“The General Meeting approved the Nomination Committee’s proposal regarding fees payable to the Board of Directors and the Board’s committees for the 2010-2011 period.”

1. The Nomination Committee – fees

In order to reflect the general salary developments in society, it is proposed to pay the following fees to the Nomination Committee for the 2010-2011 period (the fees payable for the 2009-2010 period are stated in brackets): The fees payable to the Nomination Committee’s members are to be set at NOK 16,000 (15,000) per meeting for the Committee’s Chairman and NOK 11,000 (10,000) per meeting for the Committee’s other members.

Proposed resolution:

“The General Meeting approved the Nomination Committee’s proposal regarding fees for the 2010-2011 period.”

1. Election of Nomination Committee members

For the past few years, the Nomination Committee has consisted of Lars A. Christensen (Chairman), Gunn Wærsted and Nils Bastiansen. The Nomination Committee’s members are elected for a two-year term of office and are up for election this year. Lars A. Christensen is not standing for re-election. The Nomination Committee has had a dialogue with Schibsted’s largest shareholders, and the proposal for candidates to the Nomination Committee for the 2010-2012 period is: John A. Rein (Chairman), Gunn Wærsted and Nils Bastiansen. A more detailed presentation of the candidates is available on Schibsted’s website, www.schibsted.com

Proposed resolution:

“John A Rein (Chairman), Gunn Wærsted and Nils Bastiansen were elected as members of Schibsted’s Nomination Committee for the 2010-2012 period.”

1. Authorisation to the Board to administer some of the protection which is inherent in Article 7 of the Articles of Association

Article 7 of the Articles of Association is a guarantee that important decisions which involve the Group’s core activities will be submitted to Schibsted’s shareholders for final resolution. The provision was amended at the Annual General Meeting in 2009 in order to make its intention more explicit.

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Article 7 of the Articles of Association states the following:

Any resolution to amend the Articles of Association, shall be passed by the Shareholders’ Meeting and shall require the endorsement of more than ¾ of the share capital represented in the relevant Shareholders’ Meeting.

The first paragraph correspondingly applies to decisions or voting concerning:

a) The sale of shares or operations, hereunder private placing, mergers or demergers in directly or indirectly owned subsidiaries to others than another company in the Schibsted group.
b) Transfer of the publishing rights to Aftenposten and Verdens Gang to others than another company in the Schibsted group.

The Shareholders’ Meeting may through majority vote as mentioned in the first paragraph decide to give the board the authority to decide on matters as mentioned in the second paragraph litra a) and b).

The board ensures that the statutes of subsidiaries include provisions required to ensure the implementation of this provision.

Based on the third paragraph of Article 7 of the Articles of Association, the Board proposes that the General Meeting authorise the Group Board to administer further specified parts of the protection which is inherent in this provision.

The proposed authorisation is slightly simplified compared to the authorisation granted at last year’s Annual General Meeting.

The proposed new authorisation is as follows:

“Pursuant to the third paragraph of Article 7 of the Articles of Association, the Board of Directors is authorised to make decisions on the following matters referred to in the second paragraph, litra a of Article 7 of the Articles of Association:

a) Voting relating to amendments to subsidiaries’ Articles of Association.
b) Decisions to sell shares or operations, including private placements, mergers or demergers, in subsidiaries when the net payment (sales amount, merger or demerger payment, etc) does not exceed NOK 1 billion after financial adjustments.

Within the framework of the Group CEO’s general authorisation, the Board of Directors may delegate its authority pursuant to this authorisation 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 authorisation are nonetheless to be submitted to the General Meeting for its decision.

This authorisation applies until the next Annual General Meeting.”

As in the prevailing authorisation, the proposal is limited to matters mentioned in the second paragraph, litra a of Article 7 of the Articles of Association, see the introduction. The transfer of Aftenposten’s or Verdens Gang’s publication rights is separately regulated in the second paragraph, litra b of Article 7 of the Articles of Association. The transfer of Aftenposten’s or Verdens Gang’s publication rights is thus not covered by the authorisation and must therefore be approved by Schibsted’s General Meeting in accordance with the Articles of Association.

According to the wording of Article 7 of Schibsted’s Articles of Association, any amendment to the Articles of Association and any sale of shares or operations and equivalent transactions – in any subsidiary – will basically have to be submitted to Schibsted’s General Meeting for approval unless they are intercompany transactions – which are excluded in their entirety.

The first paragraph, litra a of the authorisation means that any amendments to a subsidiary’s Articles of Association can be decided on by the Group Board. This agrees with the first paragraph, litra c of the prevailing authorisation. The provision has been moved up so that the order in the authorisation is the same as in the article of the Articles of Association.

The first paragraph, litra b of the authorisation replaces the first paragraph, litra a and b of the prevailing authorisation. The provision has been moved out of consideration for the systematics of the article in the Articles of Association, see

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above. What is more important is that the content of the provision has been simplified compared to that of the prevailing authorisation. While the prevailing authorisation applies two demarcation criteria – the balance sheet total and the transaction amount – it is only proposed to maintain the latter criterion. This means that the subsidiary in question’s share of Schibsted’s balance sheet total is of no importance. What is crucial to whether a transaction is covered by the authorisation and can thus be decided on by the Group Board or is not covered and must therefore be submitted to the General Meeting is, according to the proposal, solely the size of the transaction amount. The proposal is to set the transaction amount at NOK 1 billion at this year’s Annual General Meeting.

The second paragraph of the authorisation allows the Group Board to delegate to the management the authority it has been given by the authorisation. The reference to the Group CEO’s general authorisation means that the frameworks which otherwise apply to the Group CEO according to his/her job description will comprise the limit for the decision-making authority that can be delegated.

The third paragraph of the authorisation stipulates that a director appointed pursuant to the second paragraph of Article 8 of the Articles of Association by a shareholder that owns at least 25% of Schibsted’s shares may always demand that a matter covered by Article 7 of the Articles of Association is to be submitted to the General Meeting and not decided on by the Board of Directors in accordance with the authorisation. This provision must be seen in connection with the fact that a shareholder that owns at least 25% of the shares in Schibsted will be able to prevent the approval of the General Meeting in accordance with Article 7 of the Articles of Association because decisions pursuant to this provision require, now as before, a three quarters majority.

Proposed resolution:

“The General Meeting authorised the Group Board to administer parts of Article 7 of Schibsted’s Articles of Association in accordance with the proposed authorisation wording quoted in the notice of the Annual General Meeting. The authorisation applies from the Annual General Meeting on 12 May 2010 until the Annual General Meeting in 2011.”

15. Electronic communication with the shareholders in connection with General Meetings – a new Article 11 of the Articles of Association

Amendments to the Norwegian companies legislation allow documents that, according to the law, are to be sent to the shareholders (such as annual financial statements), to instead be made available on the company’s website. This will lead to savings for the company and less harm to the environment. In order to make use of this scheme, it must be expressly stated in the Company’s Articles of Association. The Board therefore proposes the inclusion of such a provision in the Articles of Association.

Proposal regarding a new Article 11 of the Articles of Association:

“Article 11. Electronic communication with the shareholders in connection with General Meetings.

When documents relating to matters that are to be dealt with by the General Meeting are made available to the shareholders on the Company’s website, the statutory requirement that the documents are to be sent to the shareholders does not apply. This also applies to documents which, according to the law, are to be included in or annexed to the notice of the General Meeting. A shareholder may nonetheless demand to be sent documents which relate to issues that are to be discussed at the General Meeting.”

Proposed resolution:

“The General Meeting decided to amend the Articles of Association (a new Article 11) in accordance with the Board’s proposal.”

The prevailing Articles of Association are shown on page 42 of the annual report. A copy of the Company’s Articles of Association as they will be worded if the General Meeting approves the amendment proposal that has been submitted will be available in the Company’s premises during the General Meeting.

The shares in the Company and the right to vote that they provide

The Company has share capital of NOK 108,003,615, divided into 108,003,615 shares each with a nominal value of NOK 1. Each share provides one vote at the Company’s General Meeting but such that, according to 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 per cent of the shares.

The shareholder’s own shares are counted here as including shares that are owned or acquired by: a) the shareholder’s spouse, underage children or persons with whom the shareholder shares a home; b) companies in which the shareholder has the influence stated in section 1-2 of the Norwegian Public Limited Companies Act; c) companies within the same group as the

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shareholder, and d) any party that the shareholder has a binding collaboration with regarding the exercise of shareholder rights. On the date when the notice of the General Meeting was sent, the Company owned 4,700,141 of its own shares (equivalent to 4.35% of the Company's share capital), which the Company cannot exercise any voting rights in respect of.

The shareholders' rights

Shareholders may not demand that new issues are to be put on the agenda since the deadline for demanding this has expired, cf section 5-11, second sentence, of the Norwegian Public Limited Companies Act.

A shareholder is entitled to propose resolutions regarding the issues which the General Meeting is to discuss.

A shareholder may demand that, at the General Meeting, directors and the general manager provide the available information on matters that may influence the assessment of:

1. the approval of the annual financial statements and annual report;
2. issues that have been submitted to the shareholders for a decision;
3. the Company's financial position, including regarding the operations of other companies in which the Company participates, and other issues that the General Meeting is to discuss unless the information which is requested cannot be provided without causing disproportionate harm to the Company.

If information must be obtained, so that no answer can be given at the General Meeting, a written reply is to be prepared within two weeks after the General Meeting. This reply is to be kept available to the shareholders at the Company's office and sent to all the shareholders that have asked for information. If the reply must be regarded as being of significant importance to the assessment of factors mentioned in the previous paragraph, the reply is to be sent to all the shareholders with a known address.

Registration for the General Meeting

Shareholders wishing to attend the Annual General Meeting must ensure that the registration is received by DnB NOR Bank ASA by 4 pm on 10 May 2010 at the latest. The enclosed registration form is to be filled in and sent to DnB NOR Bank ASA, Stranden 21, NO-0021, by fax (+47) 22481171 or electronically via Investortjenester. Registration may also take place via Schibsted's website, www.schibsted.com

Proxy forms

Shareholders that do not have an opportunity to attend, but that wish to exercise their right to vote may authorise their own proxy by the expiry of the registration deadline. A proxy form stating voting instructions may also be given to the Chairman of the Board, Ole Jacob Sunde. The proxy form that is to be used is enclosed with this notice and is to be signed and sent to DnB NOR Bank ASA at the above-mentioned address or by fax (+47) 22481171.

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The General Meeting will be opened by the Chairman of the Board. This notice and its annexes have been sent to all the shareholders that have a known place of residence. The annual financial statements and Board of Directors' report stating the proposed allocation of the profits for 2009, including the Board's declaration regarding the determination of salary and other remuneration to managers and the auditor's report, are enclosed with the notice of the General Meeting.

Shareholders may submit any inquiries regarding the Annual General Meeting to DnB NOR Bank ASA, tel: (+47) 22483590.

Oslo, 16 April 2010

FOR STYRET I SCHIBSTED ASA

Ole Jacob Sunde

Chairman of the Board