AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Vend Marketplaces ASA

AGM Information May 7, 2014

3738_iss_2014-05-07_6c14fff8-5782-4d2c-a2e8-060d1ec3c25e.html

AGM Information

Open in Viewer

Opens in native device viewer

Schibsted ASA (SCH) - Annual General Meeting 7 may 2014

Schibsted ASA (SCH) - Annual General Meeting 7 may 2014

The Annual General Meeting of Schibsted ASA was held on 7 May 2014 in the

Company's premises at Apotekergaten 10 in Oslo.

Approval of the annual financial statements for 2013 (item 4)

The General Meeting approved the Board's proposal regarding the income statement

for 2013 and balance sheet as at 31 December 2013 for Schibsted ASA and the

Schibsted Group, including the Board's report for 2013. The General Meeting

considered the Board's report on Corporate Governance.

Dividend for 2013 (item 5)

The General Meeting approved the Board's proposal regarding the appropriation of

the profit for the year. In line with the Board's proposal, it was decided to

pay dividend for 2013 of NOK 3.50 per share, excluding shares owned by the

Group.

Auditor's fee (item 6)

The General Meeting approved the auditor's fee of NOK 571.000

Extension of the Board's authorisation to buy back Company shares (item 7)

The General Meeting resolved to extend the Board's authorisation to buy back

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 2015 (i.e. until no later than 30 June 2015).

2)            The total nominal value of the shares acquired under this

authorisation may not exceed NOK 10,800,361.

3)            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.

4)            The Board is free to decide the acquisition method and possible

later sale of the shares.

5)            The shares may serve as settlement in the Company's long term

incentive schemes (LTI) and Employee Share Saving program (ESSP), and may also

be used in connection with mergers, demergers, acquisitions and divestments. The

authorization may also be exercised in a takeover situation.

The Board's declaration regarding the determination of salary and other

remuneration to the management of Schibsted ASA (Statement of Executive

Compensation) pursuant to section

6-16 a) of the Norwegian Public Limited Companies Act (item 9)

The General Meeting approved the Board of Directors Statement of Executive

Compensation, including the guidelines for the share-purchase program (LTI) and

the share saving program (ESSP).

Election of shareholder-elected directors (item 10)

Blommenholm Industrier has exercised its right according to article 8 of the

Articles of Association to appoint one director directly. Blommenholm Industrier

has appointed Ole Jacob Sunde. The Board was elected for one year and consists

of the following shareholder-elected directors:

Ole Jacob Sunde (Chairman)

Eva Berneke

Christian Ringnes

Arnaud de Puyfontaine

Eugenie van Wiechen

Birger Steen

Tanya Cordrey

Fees payable to the Board (item 11)

The Nomination Committee's proposal was adopted. The fees were set as follows:

a)            Directors' fees

The Chairman of the Board's fee was set at NOK 788,000. The fee

payable to the other directors was set at NOK 335,000. An additional fee of up

to NOK 100,000 can be granted to non-resident (outside Oslo region) board

members. An additional fee of NOK 100,000 has been granted to non-residents

outside the Nordic countries, and of NOK 50,000 to non-residents in the Nordic

countries. The fee payable to alternate directors was set at NOK 16,000 per

attendance at a meeting.

b)            Fees payable to members of the Group Board's Compensation

Committee.

The fees were set at NOK 90,000 for the Committee's Chairman and NOK

60,000 for the Committee's other members.

c)            Fees payable to members of the Group Board's Audit Committee.

The fees were set at NOK 133,000 for the Committee's Chair and NOK

85,000 for the Committee's other members.

Fees payable to the Nomination Committee (item 12)

The fees payable to the Nomination Committee's members were set at NOK 16,000

per meeting for the Nomination Committee's Chairman and NOK 11,000 per meeting

for the two other members of the Nomination Committee.

Authorization to the Group Board pursuant to Article 7 of the Articles of

Association (item 13)

The General Meeting approved the Board's proposed renewal of the Board's

authorization linked to the exercise of some of the protection which is inherent

in Article 7 of Schibsted's Articles of Association.

Following this Annual General Meeting, the wording of the authorization 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 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 are nonetheless to be submitted to the General Meeting for

its decision.

This authorization applies until the next Annual General Meeting."

For details regarding the voting on each item, please refer to the enclosed

overview.

Oslo, 7 May 2014

Schibsted ASA

Rolv Erik Ryssdal

Group CEO

This information is subject of the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

[HUG#1783360]

Talk to a Data Expert

Have a question? We'll get back to you promptly.