Vend Marketplaces ASA

AGM Information • May 3, 2019

MINUTES OF GENERAL MEETING SCHIBSTED ASA (org. no. 933 739 384)

On 3 May 2018 at 10.30 a.m., the Annual General Meeting of Schibsted ASA (the "Company") was held in the Company's premises at Akersgata 55 in Oslo. An overview of represented shareholders is attached to this protocol.

The Chair of the Board of Directors, Ole Jacob Sunde, and CEO Kristin Skogen Lund attended the General Meeting. In addition, the Board member Christian Ringnes, as well as the Chairman of the Nomination Committee, John A. Rein and the member of the Nomination Committee, Ann Kristin Brautaset attended.

The General Meeting was opened by the Chair of the Board.

The Company's auditor, Ernst & Young, was represented by Certified Public Accountant Kjetil Rimstad.

The meeting had the following agenda:

ITEM 1. ELECTION OF CHAIR

Ole Jacob Sunde was elected as chair of the meeting.

ITEM 2. APPROVAL OF THE NOTICE OF THE ANNUAL GENERAL MEETING AND AGENDA

The notice and agenda were approved.

ELECTION OF TWO REPRESENTATIVES TO CO-SIGN THE MINUTES TOGETHER WITH THE ITEM 3. CHAIR

Espen Risholm and Andreas Ehrenclou were elected to sign the minutes together with the Chair.

ITEM 4. APPROVAL OF THE FINANCIAL STATEMENT FOR 2018 FOR SCHIBSTED ASA AND THE SCHIBSTED GROUP, INCLUDING THE BOARD OF DIRECTORS' REPORT FOR 2018

CEO Kristin Skogen Lund presented the financial statement for 2018 for Schibsted ASA and the group. The Board of Directors' statement on corporate governance was considered.

Resolution: The General Meeting approved the financial statements for 2018 for Schibsted ASA and the Schibsted Group, including the Board of Directors' Report for 2018. The General Meeting took into consideration the statement on corporate governance.

APPROVAL OF THE BOARD OF DIRECTORS' PROPOSAL REGARDING SHARE DIVIDEND IN ITEM 5. SCHIBSTED ASA FOR 2018

The Board Chair accounted for the proposal.

Resolution: The General Meeting approved the Board of Director's proposal regarding dividend for the 2018 financial year of NOK 2.00 per share, excluding shares owned by the Group.

ITEM 6. APPROVAL OF THE AUDITOR'S FEE

The Board Chair accounted for the proposal.

Resolution: The General Meeting approved the auditor's fee of NOK 916,118.

THE NOMINATION COMMITTEE'S REPORT ON ITS WORK DURING THE PERIOD 2018-ITEM 7. 2019

The Chair of the Nomination Committee accounted for the Nomination Committee's work in the period 2018-2019. The General Meeting took the report into account.

THE BOARD OF DIRECTORS' DECLARATION REGARDING THE DETERMINATION OF ITEM 8. SALARY AND OTHER REMUNERATIONS TO THE MANAGEMENT OF SCHIBSTED ASA (STATEMENT OF EXECUTIVE COMPENSATION) PURSUANT TO SECTION 6-16 A) OF THE NORWEGIAN PUBLIC LIMITED LIABILITY COMPANIES ACT

The Board Chair accounted for the incentive programs applicable for management.

Resolution:

$a)$ The General Meeting endorsed the Statement of Executive Compensation

$b)$ The General Meeting approved the binding guidelines for share based programs for the coming financial year, as set out in the Statement of Executive Compensation.

ITEM 9. ELECTION OF SHAREHOLDER-ELECTED DIRECTORS

The Chair of the Nomination Committee accounted for the proposal, and informed that the Nomination Committee had decided to propose Anna Mossberg as a new member of the Board of Directors, to replace Orla Noonan, and to propose the re-election of the remaining shareholderelected board members.

Pursuant to Article 8 of the Articles of Association, Blommenholm Industrier AS has exercised its right to directly appoint Ole Jacob Sunde as a member of the Board of Directors.

Resolution: The General Meeting elected, in accordance with the Nomination Committee's proposal, the following shareholder-elected directors for the period 2019-2020: Ole Jacob Sunde (Chair), Christian Ringnes, Eugenie van Wiechen, Birger Steen, Marianne Budnik, Philippe Vimard and Anna Mossberg.

ITEM 10. APPROVAL OF THE NOMINATION COMMITTEE'S PROPOSAL REGARDING DIRECTORS' FEES ETC.

Resolution: 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 2019 to the Annual General Meeting in 2020.

The fees were accordingly resolved to be as follows (figures for the period 2018-2019 in parentheses):

$a$ Director's fee: Board Chair: NOK 1,094,000 (1,060,000). Other directors: NOK 513,000 $(497,000)$ .

Additional fees: NOK 50,000 (50,000) for directors who reside outside the Oslo region but in a Nordic country, and NOK 100,000 (100,000) for directors who reside outside the Nordic region.

• $b)$ Fees payable to the Board's alternate members: NOK 23,000 (22,000) per meeting.
• c) Fees payable to members of the Group Board's Compensation Committee: NOK 129.000 (125,000) to the Chair of the Committee and NOK 84,000 (81,000) for the Committee's other members.
• $\left| d \right|$ Fees payable to members of the Group Board's Audit Committee: NOK 190,000 (184,000) for the Chair of the Committee and NOK 117,000 (113,000) for the Committee's other members.

ITEM 11. ELECTION OF MEMBERS TO THE NOMINATION COMMITTEE

Pursuant to Article 10 of Schibsted's Articles of Association, the members of the Nomination Committee shall be elected for a period of two years. The Nomination committee has proposed to re-elect the current members of the Nomination Committee with John A. Rein as Chair.

Resolution: The General Meeting approved the Nomination Committee's proposal regarding the members of the Nomination Committee for the period 2019-2021.

ITEM 12. THE NOMINATION COMMITTEE - FEES

Resolution: The General Meeting approved the Nomination Committee's proposal regarding fees for the period from the Annual General Meeting in 2019 to the Annual General Meeting in 2020.

The fees were accordingly resolved to be as follows (figures for the period 2018-2019 in parentheses):

Fee payable to the Nomination Committee Chair: NOK 138,000 (134,000). Fee payable to other committee members: NOK 85,000 (82,000).

ITEM 13. GRANTING OF AUTHORISATION TO THE BOARD OF DIRECTORS TO ADMINISTRATE SOME OF THE PROTECTION INHERENT IN ARTICLE 7 OF THE ARTICLES OF ASSOCIATION

The Board Chair accounted for the proposal.

Resolution: "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 in the notice of General Meeting. The authorization applies from the Annual General Meeting in 2019 until the annual general meeting in 2020."

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 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 4 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 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 2020."

ITEM 14. AUTHORIZATION TO THE BOARD OF DIRECTORS TO BUY BACK COMPANY SHARES UNTIL THE ANNUAL GENERAL MEETING IN 2020

The Board Chair accounted for the proposal.

Resolution:

• The Board of Directors is authorized pursuant to the Norwegian Public Limited Liability $(i)$ Companies Act to acquire and dispose of own shares in Schibsted ASA.
• $(ii)$ The authorization is valid until the next Annual General Meeting of Schibsted ASA in 2020, but in no event later than 30 June 2020.
• $(iii)$ The total nominal value of the shares acquired or held by the Company may not exceed NOK 11 934 399.
• $(iv)$ The minimum amount which can be paid for the shares is NOK 30, and the maximum amount is NOK 1,000.
• $(v)$ The Board is free to decide on the acquisition method and possible subsequent sale of the shares.
• $(vi)$ The shares may serve as settlement in the Company's share based long-term incentive schemes, as well as the Employee Share Saving Plan (ESSP), and may be used as settlement in acquisitions, and to improve the capital structure of the Company. The shares may not be used in a take-over situation cf. section 6-17 (2) of the Norwegian Securities Trading Act.

ITEM 15. PROPOSAL FOR AUTHORITY TO INCREASE THE SHARE CAPITAL

The Board Chair accounted for the proposal.

Resolution:

• $(i)$ The Board of Directors is authorized pursuant to the Public Limited Liability Companies Act $\frac{1}{2}$ 10-14 (1) to increase the Company's share capital by up to NOK 6,534,218.5. Subject to this aggregate amount limitation, the authority may be used on more than one occasion.
• $(ii)$ The authority may only be used to issue B-shares.
• $(iii)$ The authority shall remain in force until the Annual General Meeting in 2020, but in no event later than 30 June 2020.
• $(iv)$ The pre-emptive rights of the shareholders under $\S$ 10-4 of the Public Limited Liability Companies Act may be set aside.
• $(v)$ The authority covers capital increases against contributions in cash and contributions other than in cash. The authority covers the right to incur special obligations for the Company, ref. § 10-2 of the Public Limited Liability Companies Act. The authority covers resolutions on mergers in accordance with § 13-5 of the Public Limited Liability Companies Act.

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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 (schedule). The general meeting was closed at 11.15.

[Only Norwegian version signed]

Ole Jacob Sunde

[Only Norwegian version signed]

[Only Norwegian version signed]

Espen Risholm

Andreas Ehrenclou

Total Represented

ISIN:	NO0003028904 SCHIBSTED ASA A-AKSJER
General meeting date: 03/05/2019 10.30
Today:	03.05.2019

Number of persons with voting rights represented/attended: 11

Name		Number of shares % sc
	A - aksie Total shares	108,003,615
	- own shares of the company	256,227
	A - aksje Total shares with voting rights	107,747,388
	Represented by own shares	41.106.050 38.15 %
	Sum own shares	41,106,050 38.15 %
	Represented by proxy	11,767	0.01%
	Represented by voting instruction	19,241,195 17.86 %
	Sum proxy shares	19,252,962 17.87 %
	Total represented with voting rights	60,359,012 56.02 %
	Total represented by share capital	60.359.012 55.89 %
	B - aksje Total shares	130,684,373
	- own shares of the company	30,000
	B - aksje Total shares with voting rights	130,654,373
	Represented by own shares	43,274,291 33.12 %
	Sum own shares	43,274,291 33.12 %
	Represented by proxy	19,263	0.02%
	Represented by voting instruction	29,366,568 22.48 %
	Sum proxy shares	29,385,831 22.49 %
	Total represented with voting rights	72,660,122 55.61 %
	Total represented by share capital	72,660,122 55.60 %

Registrar for the company:

Signature company:

DNB Bank ASA

mum

SCHIBSTED ASA A-AKSJER

MARIAN

N

98,36%
99,85%		99,25%	70 793 947	72 660 001		70 793 947	B - aksie	히
	96 47 %		007 395 700	60 358 891		029 920	A - aksie	lត
		89,87%	72 528 844	72 654 502		72528844	B - aksie	$\vec{4}$
	99,87%		602 819 350	60 358 891		60 281 935	A - aksje	$\vec{a}$
99.88%		99,87%	72573414	60 358 891 72 660 001		273414	ω - aksje	ದದ
	% 28'66		602 819 350			60 281 935	A - aksie
100,00%		100,00%	$\begin{array}{ l l l l l l l l l l l l l l l l l l l$	72 660 001		72 660 001	B - aksje	lಸ
	$\frac{100,00\%}{100}$					60 358 891	A - aksie	に
100,00%		$\frac{100,00\%}{20}$		72 660 001		72 660 001	B - aksje
	$\frac{100,00\%}{20}$			60 358 891		60 358 891	A - aksie
96 66 66		100,00%	72642126	72 660 001		72 642 126	B - aksie	ᇹ
	100,00%						A - aksje
100,00%		100,00%	12 658 408 1004 858 570	72 660 001		72 658 408	B - aksje	예왜이
	100,00%					60 358 891	A - aksie
100,00%		100,00,	12 658 408 101 858 570			72 658 408	B - aksje
	100,00%			60 358 891 72 660 001 60 358 891		60 358 891	A - aksie
100,00%		100,00%	12 658 408 12 658 408	72 660 001	8 8080	72 658 408	B - aksie	\$ \$ \$ \$ \$ \$ \$
	100,00%		603 588 910	60 358 891		60 358 891	A - aksie
100,00%		$-00,00\%$	72 658 408				B - aksie
	100,00%		003 588 910	60 358 891	$\frac{\log 1}{\log 1}$	60 358 891 72 658 408	A - aksie
100,00%		100,00%		72 660 001		72 658 408	B - aksie
	$\frac{100,000}{8}$		603 588 910 72 658 408	60 358 891	ဖြ	60 358 891	A - aksie
96,92%		97,04%				20 331 753	B - aksje
	97,07%		585 917 320 70 331 753	60 358 891	005 234 767 159 767 168	12 054 888	A - aksie	ချွမျ
99,37%		99,57%	72 054 888				B - aksie
	962969		090 116 109	00 358 891 - 72 660 001 - 72 660 122 - 72 660 122	906 222 E69 922 01	62 434 408	A - aksje	ချမှူ
87,93%		89,86%	62434408				B - aksie
	90,33%					54 524 930	A - aksie	이위
94,06%		93,45%	00E 612 919 989 608 99			68 803 586	B - aksje
	83,30%		72 575 205	$\frac{72660001}{\frac{60358891}{2266001}}$	$\begin{array}{r l} & 84 & 796 \ \hline 4 & 041 & 235 \ \hline 3 & 856 & 415 \ \hline 5 & 833 & 961 \end{array}$	56 317 656	A - aksje	္ဏ
99,73%		99,59%				72 575 205	B - aksje
	99,55%		600 867 400		272 151	027 980 09	A - aksje	თ
89,99%		100,00%	72 642 126	60 358 891 72 660 001 60 358 891	$\overline{1}$	172 642 126	Φ - aksje	u
	100,00%		003 588 910				A - aksie	m
100,00%		100,00%	603 588 910 - 72 660 001	72 660 001		72 660 001	B - aksie	┻
	$\frac{100,00\%}{100}$			60 358 891		60 358 891	A - aksie	4
100,00%		$-00,00\%$	603 588 910	60 358 891	a a 0 0 0 0 0 0	72660001	B - aksje	ω
	$\frac{96000}{60000}$					60 358 891	A - aksie	ω
100,00%		100,00%	72 660 001	72680 001		72 660 001	B - aksje	N
	100,00%		016 889 809	60 358 891		168 896 09 100 099 27	A - aksie
100,00%		100,00%	72 660 001	72 660 001			B - aksie
	$\frac{100,000}{8}$		016889309	60 358 89	c	60 358 891	A - aksie
% FOR of share capita	% votes FOR class A shares represented	% votes FOR of shares represented	Total shares voted FOR	Poll in	Against	EOR	Share	Agenda item

Protokoll for generalforsamling
SCHIBSTED ASA
03.05.2019 10.30