AGM Information • Apr 14, 2021
AGM Information
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The shareholders of Schibsted ASA (the "Company") are hereby given notice of the Annual General Meeting to be held at 14:00 on Thursday 6 May 2021.
As a result of the Covid-19 pandemic the Annual General Meeting will be held as a digital meeting only. Consequently, it will not be possible to attend the Annual General Meeting in person. Information about how to attend the Annual General Meeting is set out in Appendix 1.
The annual report for 2020 and other relevant documents are available on the Company's website (www.schibsted.com/ir/).
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 2020 for Schibsted ASA and the Schibsted Group, including the Board of Directors' Report for 2020. The General Meeting took into consideration the statement on corporate governance."
Resolution proposal: "The General Meeting approved the auditor's fee of NOK 1,264,200."
The Company has performed an audit tender process for the purpose of electing a new auditor effective from the fiscal year 2022. The Audit Committee has recommended to elect PWC or KPMG as the Company's new auditor, with PWC as the preferred choice based on a thorough assessment. The recommendation is available on the Company's website (www.schibsted.com/ir). The Board supports the Audit Committee's assessment and recommendation.
Resolution proposal: "The General Meeting approved the election of PWC as Schibsted ASA's auditor from the fiscal year 2022."
In accordance with section 6-16 a) of the Norwegian Public Limited Liability Companies Act, the Board of Directors has prepared a remuneration policy for the Company's senior executives (the "Remuneration Policy"). Pursuant to section 5-6 (3) of the same Act, the Remuneration Policy shall be submitted to the Annual General Meeting for approval. Subject to approval by the Annual General Meeting, the Remuneration Policy may apply for a period up to four years.
The proposed Remuneration Policy is available on the Company's website (www.schibsted.com/ir)
"The General Meeting approved the Company's policy for remuneration to senior executives."
The Nomination Committee's report is available on the Company's website (www.schibsted.com/ir). The Nomination Committee will present its report at the Annual General Meeting.
A presentation of the Nomination Committee's proposals for shareholder-elected board members and for Board Chair can be found at www.schibsted.com/ir.
As set out in the Nomination Committee's proposal, Christian Ringnes and Birger Steen will not stand for re-election, and the Nomination Committee has proposed two new shareholder elected Board members, Rune Bjerke and Hugo Maurstad. The shareholder-elected board members are elected for one year at a time. The shareholders are invited to vote on each of the proposed directors.
Pursuant to Article 8 of the Company's Articles of Association, Blommenholm Industrier AS has exercised its right to directly appoint one director and has notified the Company that they wish to appoint Ole Jacob Sunde. The Nomination Committee considers all shareholder-elected board members, with exception of Ole Jacob Sunde and Karl-Christian Agerup, to be independent.
Resolution proposal: "The General Meeting approves the Nomination Committee's proposals regarding shareholder-elected directors for the period 2021–2022."
The General Meeting shall determine the Board of Director's fees, including fees payable to directors who take part in committee work. 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 2021 until the Annual General Meeting in 2022 is as follows (figures for the period 2020–2021 in brackets):
a) Director's fee: Proposed fee payable to the Board Chair: NOK 1,190,000 (1,102,000). Proposed fee payable to other directors: NOK 558,000 (517,000).
Additional fees: The Nomination Committee has set the additional fee to NOK 50,000 (50,000) for directors who reside outside the Oslo region but in a Nordic country, and to NOK 100,000 (100,000) for directors who reside outside the Oslo region 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 2021 to the Annual General Meeting in 2022."
The proposed annual fee for the Nomination Committee is (figures for the period 2020–2021 in brackets) NOK 146,000 (139,000) for the Chair and NOK 90,000 (86,000) 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 2021 to the Annual General Meeting in 2022."
The current Nomination Committee consists of John A. Rein (Chair), Spencer Adair and Ann Kristin Brautaset. The Chair of the Nomination Committee, John A. Rein, will not stand for re-election, and the Nomination Committee proposes that he be replaced by Kjersti Løken Stavrum. The Nomination Committee further proposes to re-elect the members Spencer Adair and Ann Kristin Brautaset.
According to Article 10 of the Company's Articles of Association, the members of the Nomination Committee shall be elected for a period of two years.
The shareholders are invited to vote on each of the proposed members.
Resolution proposal: "The General Meeting approved the Nomination Committee's proposal regarding the members of the Nomination Committee for the period 2021–2023."
Article 7 of the Company's Articles of Association guarantees that important decisions concerning the Group's core activities are submitted to Schibsted's shareholders for final resolution.
"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."
Pursuant to 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 at the Annual General Meeting in 2020 and is worded 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:
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 2022."
Resolution proposal: "The General Meeting authorized the Board of Directors to administer parts of Article 7 of Schibsted's Articles of Association in accordance with the proposed authorization as worded above. The authorization is valid from the Annual General Meeting in 2021 until the Annual General Meeting in 2022."
The Board of Directors proposes that the General Meeting resolves to grant the Board of Directors an authorization to buy back up to 10% of the Company's shares for a period from the date of this Annual General Meeting and until the Annual General Meeting of the Company in 2022, but in no event later than 30 June 2022. The shares may serve as settlement or compensation in the Company's long-term incentive schemes, as well as the Employee Share Saving Plan. The shares may also be used as settlement in acquisitions and to improve the company's capital structure.
The Company has a share capital of NOK 117,130,512 divided into 104,459,958 A-shares and 129,801,066 B-shares, each with a nominal value of NOK 0.50.
As in previous years, the Board of Directors proposes that the Annual General Meeting grants to the Board of Directors an authorization to issue new shares in the Company. The Board of Directors believes it is in the Company's interest to have the flexibility to raise capital in order to ensure that the Company is equipped to participate in value accretive opportunities going forward, which in turn will allow the Company to execute on its growth strategy.
In line with previous authorizations, 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 117,130,512, divided into 104,459,958 A-shares and 129,801,066 B-shares, each with a nominal value of NOK 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. As of the date of this notice, the Company owns 325,235 of its own shares (0 A-shares and 325,235 Bshares), equal to approximately 0.14% 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.
In accordance with Temporary Law dated 26 Mai 2020 no. 24 regarding exemption from the rules relating to physical meetings in company legislation as a result of the outbreak of Covid-19 the Annual General Meeting will be held only as a digital meeting. Please see Appendix 1 for information on how to participate in the digital meeting. As an alternative to participating in the digital meeting, shareholders can cast a direct advance vote or provide voting instructions in advance as set below.
No registration is needed for using the online AGM solution, however, please note that you must be logged into the online AGM before the meeting starts.
Shareholders also have the opportunity to exercise their shareholder rights by casting a direct advance vote on each item of business electronically on the company's website, www.schibsted.com/ir or through VPS Investor Services.
Shareholders 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 above mentioned address.
The deadline for casting advance votes or submitting proxy forms is 4 May 2021 at 16.00. Until the deadline expires, votes cast in advance may be changed or retracted. If a shareholder chooses to attend the AGM, either in person or by proxy, any votes cast in advance are deemed to have been retracted.
***
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 2020 and the Auditor's Report, as well as the Nomination Committee's Report, the Audit Committee's recommendation for the election of a new auditor and the proposed Remuneration Policy, are available on the Company's website www.schibsted.com/ir. These documents can also be sent by e-mail or by post if ordered on Schibsted's investor web pages (www.schibsted.com/ir).
Shareholders may submit any inquiries regarding the Annual General Meeting to DNB Bank ASA, tel: (+47) 22 48 35 90.
Oslo, 14 April 2021
FOR THE BOARD OF DIRECTORS OF SCHIBSTED ASA
Ole Jacob Sunde Board Chair
Schibsted ASA will hold a general meeting on 6 May 2021 at 14.00 as a digital meeting, where you get the opportunity to participate online with your PC, phone or tablet. Below is a description of how to participate online. We also point out that instead of participating online, you have the opportunity to vote in advance or give a proxy before the meeting. See the notice for further details for advance voting and how to submit a power of attorney. If you vote in advance or give a proxy with instructions, you can still choose to log in to the general meeting and override your vote on the individual items. If you have given an open power of attorney, but still log in to the virtual meeting, you will reclaim your voting rights and must vote online.
By attending the online, shareholders will access a live webcast of the meeting, submit questions relating to the items on the agenda and cast votes on each item on the agenda. Secure identification of shareholders is done by using the unique reference number and PIN code assigned to each shareholder by the Norwegian Central Securities Depository (In Norwegian either "Verdipapirsentralen" or "VPS") in relation to this General Meeting. No pre-registration is needed for attending online, but you must be logged in before the meeting starts. The following pages will provide you with a brief guide on how to access, participate and submit your votes at the online General Meeting.
Shareholder who do not find their reference number and PIN code for access or have other technical questions is welcome to call DNB Registrars Department on phone + 47 23 26 80 20 (between 08:00-15:30, or send an e-mail to [email protected]
In order to participate online you need access to the Lumi solution by doing either of the following:
Once you have either downloaded the Lumi AGM app or entered https://web.lumiagm.com into your web browser, you'll be asked to enter the following meeting ID and click Join:
Meeting ID: 175-877-476 -----------------------------
https://web.lumiagm.com/175877476
webcast.
You will then be required to enter your ID: a) Reference number from VPS for this General Meeting. b) PIN code from VPS for this General meeting You will be able to log in one hour before the meeting starts. When successfully authenticated, the info screen will be displayed. You can view company information, submit questions relating to the items on the agenda and live stream the
and you will go straight to Step 3
All shareholders registered in the VPS are assigned their own unique reference and PIN code for use in the General Meeting, available to each shareholder through VPS Investor Services. Access VPS Investor Services, select Corporate Actions, General Meeting. Click on the ISIN and you can see your reference number (Ref.nr.) and PIN code. All VPS registered shareholders have access to VPS Investor Services through www.vps.no or internet bank. Contact your VPS account operator if you do not have access.
Shareholders who have not selected electronic corporate messages in investor Services will also receive their reference number and PIN code by post together with the summons from the company.(on proxy form)
Nominee registered shareholders: Shares held through nominee accounts (not relevant for Norwegian shareholders) must be transferred to a segregated VPS account registered in the name of the shareholder to have voting rights on the General Meeting. Once shares are transferred to the segregated VPS account, a reference number and PIN code are assigned to this account. Please contact your custodian for further information and/or instructions on obtaining your reference number and PIN code for nominee registered shares.
When the General Meeting starts, all items will be open for voting. Items are closed as the general meeting deals with them. By clicking on the polling icon on the screen you will access the resolutions and voting choices will be displayed. To vote, simply select your voting direction from the options shown on screen. A confirmation message will appear to show your vote has been received. For - Vote received
To change your vote, simply select another voting direction. If you wish to cancel your vote, please press Cancel.
Once the chairperson has opened voting, voting on any item can be performed at any time during the meeting until the chairperson closes the relevant voting on the specific resolution. Your last choice before the voting is closed will be final and cannot be changed.
Logged in shareholders who have voted in advance, given a proxy or voting instructions, may override their previous registration item by item, by voting under the relevant agenda item in the meeting.
| all 02-UK 수 | 15:54 Poll Open |
⊕ 33% |
|---|---|---|
| Split Voting | ||
| the chair | medundertegne protokollen / Election of person to chair the co-sign the minutes together with |
2. Valg av møteleder og person til å meeting and election of a person to |
| Select a choice to send. | ||
| For / For | ||
| Mot / Against | ||
| Avstår / Abstain | ||
| Cancel | ||
Questions or messages relating to the items on the agenda can be submitted by the shareholder or appointed proxy at any time during the Q&A session up until the chairperson closes the session.
If you would like to ask a question relating to the items on the agenda, select the messaging icon.
Type your message within the chat box at the bottom of the messaging screen. Once you have completed your message, click the Send button. Questions submitted online will be moderated before being sent to the chairperson to avoid repetition and to remove any inappropriate language. All questions and messages will be presented with the full name and identity of the shareholder raising the question.
Links will be available on the info screen. When you click on a link, the selected document will open in your browser.
Data usage for streaming the annual shareholders' meeting or downloading documents via the EGM platform varies depending on individual use, the specific device being used for streaming or download (Android, iPhone, etc) and your network connection (3G, 4G).
Ref no: PIN code:
Meeting in Schibsted ASA will be held on 6 May 2021 at 14:00 by way of a digital meeting
Advance votes may only be cast electronically, through the Company's website www.schibsted.com/ir (use reference number and PIN code above) or through VPS Investor Services (where you are identified and do not need reference number and PIN Code). Choose Corporate Actions - General Meeting, click on ISIN.
Shareholders are only allowed to participate online due to the Covid-19 situation. See separate guide on how shareholders can participate electronically included as an appendix to the notice. Registration is not required to participate online, but shareholders must be logged in before the meeting starts. If you are not logged in before the general meeting starts, you will not be able to attend. Log in starts an hour before the general meeting.
Please note that shareholders who do not wish to participate online or vote in advance have the opportunity to authorize another person. Information on how this can be done follows:
Proxy without voting instructions for Annual General Meeting of Schibsted ASA
| Ref no: | PIN code: | |
|---|---|---|
| Proxy should be registered through the Company's website www.schibsted.com/ir or through VPS Investor Services. For granting proxy through the Company's website, the abovementioned reference number and PIN code must be stated. In VPS Investor Services chose Corporate Actions and General Meeting. |
||
| If you are not able to register this electronically, you may send by E-mail to [email protected], or by regular Mail to DNB Bank ASA, Registrars Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway. The proxy must be received no later than 4 May 2021 at 16.00. If a shareholder who wishes to give proxy is a company, the company certificate must be attached. |
||
| If you do not state the name of the proxy holder, the proxy will be given to the Chair of the Board of Directors or an individual authorised by him or her. |
| The undersigned _________ |
|---|
hereby grants (tick one of the two)
□ the Chair of the Board of Directors (or a person authorised by him or her), or
□ _____________________________________________ (Name of proxy holder in capital letters)
proxy to attend and vote for my/our shares at the Annual General Meeting of Schibsted ASA on 6 May 2021.
Ref no: PIN code:
If you are unable to attend the meeting, you may use this proxy form to give voting instructions to the Chair of the Board of Directors or the person authorised by him or her. Alternatively, you may vote electronically in advance, see separate section above. Instruction to other than Chair of the Board should be agreed directly with the proxy holder.
Proxies with voting instructions cannot be submitted electronically, and must be sent to [email protected] (scanned form) or by regular Mail to DNB Bank ASA, Registrars' Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway. The form must be received by DNB Bank ASA, Registrars' Department no later than 4 May 2021 at 16.00. If a shareholder who wishes to give proxy is a company, the company certificate must be attached.
hereby grants the Chair of the Board of Directors (or the person authorised by him or her) proxy to attend and vote for my/our shares at the Annual General Meeting of Schibsted ASA on 6 May 2021.
The votes shall be exercised in accordance to the instructions below. If the sections for voting are left blank, this will be counted as an instruction to vote in accordance with the Board's and Nomination Committee's recommendations. However, if any motions are made from the attendees in addition to or in replacement of the proposals in the Notice, the proxy holder may vote at his or her discretion. If there is any doubt as to how the instructions should be understood, the proxy holder may abstain from voting.
| Agenda for the Annual General Meeting 2021 | For | Against | Abstention | |
|---|---|---|---|---|
| 1. | Election of chair | □ | □ | □ |
| 2. | Approval of the notice of the Annual General Meeting and agenda | □ | □ | □ |
| 3. | Election of a representative to co-sign the minutes of the Annual General Meeting together with the chair |
□ | □ | □ |
| 4. | Approval of the financial statements for 2020 for Schibsted ASA and the Schibsted Group, including the Board of Directors' Report for 2020, as well as consideration of the statement on corporate governance |
□ | □ | □ |
| 5. | Approval of the auditor's fee for 2020 | □ | □ | □ |
| 6. | Election of new auditor from 2022 | □ | □ | □ |
| 7. | Remuneration policy | □ | □ | □ |
| 8. | The Nomination Committee's report on its work during the period 2020-2021 (no voting) | |||
| 9. | Election of shareholder-elected directors | |||
| a) Ole Jacob Sunde (election as Board Chair) |
□ | □ | □ | |
| b) Eugenie van Wiechen |
□ | □ | □ | |
| c) Phillipe Vimard |
□ | □ | □ | |
| d) Anna Mossberg |
□ | □ | □ | |
| e) Satu Huber |
□ | □ | □ | |
| f) Karl-Christian Agerup |
□ | □ | □ | |
| g) Rune Bjerke |
□ | □ | □ | |
| h) Hugo Maurstad |
□ | □ | □ | |
| 10. The Nomination Committee's proposal regarding directors' fees, etc. | □ | □ | □ | |
| 11. The Nomination Committee – fees | □ | □ | □ | |
| 12. Election of members to the Nomination Committee | ||||
| a) Kjersti Løken Stavrum (Chair) |
□ | □ | □ | |
| b) Spencer Adair |
□ | □ | □ | |
| c) Ann Kristin Brautaset |
□ | □ | □ | |
| 13. Granting of authorization to the Board of Directors to administer some of the protection inherent in Article 7 of the Articles of Association |
□ | □ | □ | |
| 14. Authorization to the Board of Directors to buy back Company shares | □ | □ | □ | |
| 15. Authorization to the Board of Directors to increase the share capital | □ | □ | □ |
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