AGM Information • Apr 3, 2023
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 CET on Friday 28 April 2023.
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. To join the meeting please use the following link: https://dnb.lumiagm.com/130540684
Information about how to attend the Annual General Meeting is set out in Appendix 1.
The annual report for 2022 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.
The General Meeting approved the financial statements for 2022 for Schibsted ASA and the Schibsted Group, including the Board of Directors' Report for 2022. The General Meeting took into consideration the statement on corporate governance.
The Board of Directors proposes paying a dividend for 2022 of NOK 2.00 per share. Dividend will be paid out on 10 May 2023. The Schibsted share will be traded on the Oslo Stock Exchange exclusive of dividend as from 2 May 2023. Otherwise, refer to the stock exchange notice dated 10 February 2023.
The General Meeting approved the Board of Director's proposal regarding dividend for the 2022 financial year of NOK 2.00 per share, excluding shares owned by the Group.
The Board of Directors proposes that the fees for the legally required audit performed by (i) EY, the Company's external auditor in the period 1 January until 4 May 2022, in the amount of NOK 1 076 000 and (ii) PwC, the Company's external auditor from 4 May 2022, in the amount of NOK 695 727 are approved.
The General Meeting approved the auditors' fees in the total amount of NOK 1 771 727.
In accordance with section 6-16b of the Norwegian Public Limited Liability Companies Act, the Board of Directors has prepared a report of the paid and outstanding remuneration to the Company's senior executives for the accounting year of 2022 (the "Remuneration Report"). The Remuneration Report has been reviewed by the Company's auditor in accordance with section 6-16b (4) of the Norwegian Public Limited Liability Companies Act
The General Meeting shall hold an advisory vote on the Remuneration Report.
The Remuneration Report is available on the Company's website (www.schibsted.com/ir).
The General Meeting endorsed the Company's report on the remuneration to the Company's senior executives.
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 current remuneration policy was approved at the annual general meeting in 2021.
The Board of Directors has proposed to implement a new simplified incentive structure for variable remuneration covering both the short-term variable remuneration and the long-term share-based remuneration. The new and amended remuneration policy (the "Remuneration Policy") is available on the Company's website (www.schibsted.com/ir).
Pursuant to section 6-16 a. (5) of the Norwegian Public Limited Liability Companies Act, material changes to a company's remuneration policy shall be assessed and approved by the general meeting. Thus, 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 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 can be found at www.schibsted.com/ir.
As set out in the Nomination Committee's proposal, Hélène Barnekow will not stand for re-election. The Nomination Committee has proposed Ulrike Handel as a new shareholder-elected Board member. 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 it will appoint Karl-Christian Agerup as a Board member.
The Nomination Committee considers all shareholder-elected board members, with exception of Karl-Christian Agerup, to be independent.
The General Meeting approves the Nomination Committee's proposals regarding shareholder-elected directors for the period 2023–2024.
Subject to the General Meeting's approval of the Nomination Committee's proposals for shareholder-elected board members, as set out under item 10, the Nomination Committee proposes that Karl-Christian Agerup and Rune Bjerke are elected as Chair and Vice Chair, respectively, of the Board.
The General Meeting approves the Nomination Committee's proposal regarding the appointment of Karl-Christian Agerup as Chair and Rune Bjerke as Vice Chair of the Board for the period 2023–2024.
The General Meeting shall determine the Board of Director's fees, including fees payable to directors who take part in committee work. The Nomination Committee's proposal regarding fees for the period from the Annual General Meeting 2023 until the Annual General Meeting in 2024 is as follows (figures for the period 2022–2023 in brackets):
| Chair of the Board | NOK 1 294 000 | (NOK 1 232 000) |
|---|---|---|
| Vice chair of the Board | NOK 971 000 | (NOK 925 000) |
| Board members | NOK 607 000 | (NOK 578 000) |
| Alternate Board members | NOK 28 000 per meeting | (NOK 27 000 per meeting) |
| Chair of the Audit Committee | NOK 225 000 | (NOK 214 000) |
| Member of the Audit Committee | NOK 138 000 | (NOK 131 000) |
| Chair of the Compensation Committee |
NOK 152 000 | (NOK 145 000) |
| Member of the Compensation Committee |
NOK 100 000 | (NOK 95 000) |
| Additional fee for Board members residing outside the Oslo region |
NOK 50 000 | (NOK 50 000) |
| Additional fee for Board members residing outside the Nordic countries |
NOK 100 000 | (NOK 100 000) |
The General Meeting approved the Nomination Committee's proposal regarding fees payable to the Board of Directors and the Board Committees for the period from the Annual General Meeting in 2023 to the Annual General Meeting in 2024.
The proposed annual fee for the Nomination Committee is (figures for the period 2022–2023 in brackets):
| Chair of the Nomination Committee | NOK 153 000 | (NOK 146 000) |
|---|---|---|
| Member of the Nomination Committee | NOK 95 000 | (NOK 90 000) |
The General Meeting approved the Nomination Committee's proposal regarding fees for the period from the Annual General Meeting in 2023 to the Annual General Meeting in 2024.
The current Nomination Committee consists of Kjersti Løken Stavrum, Spencer Adair and Ann Kristin Brautaset. Spencer Adair, will not stand for re-election, and the Nomination Committee proposes to elect Kieran Murray as a new member. The Nomination Committee further proposes to re-elect Kjersti Løken Stavrum as Chair of the Nomination Committee and Ann Kristin Brautaset as an ordinary member.
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.
The General Meeting approved the Nomination Committee's proposal regarding the members of the Nomination Committee for the period 2023–2025.
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.
Article 7 of the Articles of Association states the following:
"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 2022:
"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 6 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 2024."
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 2023 until the Annual General Meeting in 2024.
On 9 December 2022, the Company announced a buyback program with a total frame of up to 4% of the Company's shares. As of 27 March 2023, the Company has acquired 1 497 680 A-shares and 1 830 375 B-shares under the buy-back program, and owns a total of 1 497 680 A-shares and 2 321 154 B-shares), equal to approximately 1.63% of the Company's share capital.
The Company's Board of Directors proposes to redeem the shares acquired under the ongoing buyback program, namely 1 497 680 A-shares and 1 830 375 B-shares, by way of share capital reduction in accordance with section 12-1 first subparagraph (2) of the Public Limited Liability Companies Act. The Board proposes to retain the remaining 490 779 B-shares to be used in the Company's share-based incentive schemes.
Following the proposed reduction, the Company will have a share capital of NOK 115 466 484.50 divided into 102 962 278 A-shares and 127 970 691 B-shares each with a nominal value of NOK 0.50. Following the adoption of the proposed redemption of shares, Schibsted ASA will own no A-shares and 490 779 B-shares equal to approximately 0.21% of its share capital.
Pursuant to section 12-2 of the Norwegian Public Companies Act, the Company's auditor has confirmed that after the reduction, the company's non distributable equity will be fully covered. The confirmation is available on the Company's website (www.schibsted.com).
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 2024, but in no event later than 30 June 2024. The shares may serve as settlement or compensation in the Company's share based incentive schemes, as well as the Employee Share Saving Plan. The shares may also be used to improve the company's capital structure. The authorization is required for the company to continue the ongoing share buyback program announced on 9 December 2022.
The Company will, following the reduction of share capital in item 16 above, have a share capital of NOK 115 466 484.50 divided into 102 962 278 A-shares and 127 970 691 B-shares, each with a nominal value of NOK 0.50.
(i) The Board of Directors is authorized pursuant to the Norwegian Public Limited Liability 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 2024, but in no event later than 30 June 2024.
(iii) The total nominal value of the shares acquired or held by the Company may not exceed NOK 11 546 648.
(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 of Directors 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 employee share saving plan, 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.
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 Board of Directors propose that Section 10 subsection 5 of the Company's Articles of Association is amended in order to comply with upcoming changes to the Norwegian Public Limited Liabilites Act:
Section 10, subsection 5 of Schibsted's Articles of Association shall be deleted and replaced with:
"In the notice of the Annual General Meeting, the company may stipulate a registration deadline which may not expire earlier than two business days before the Annual General Meeting."
***
The Company has a share capital of NOK 117 130 512, divided into 104 459 958 A-shares and 129 801 066 Bshares, 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 27 March 2023, the Company owned 3 818 834 of its own shares (1 497 680 A-shares and 2 321 154 B shares), equal to approximately 1.63% 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 section 1-5 a. of the Norwegian Public Limited Liabilities Act, 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 provide voting instructions or vote 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 may authorize their own proxy or cast advance votes before the expiry of the registration deadline. Further instructions are included in the form enclosed with this notice. The deadline for submitting proxy forms or advance votes is 26 April 2023 at 16.00.
***
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 2022 and the Auditor's Report, as well as the Remuneration Report, the Remuneration Policy, the Nomination Committee's Report, as well as the auditor statement on coverage for restricted equity in connection with a capital reduction 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, 3 April 2023
FOR THE BOARD OF DIRECTORS OF SCHIBSTED ASA
Karl Christian Agerup Board Chair
Ref no: PIN-code:
General Meeting in Schibsted ASA will be held on 28 April 2023, at 14:00 as a virtual meeting.
The shareholder is registered with the following amount of shares at summons: ________________ and vote for the number of shares registered in Euronext per 27 April 2023.
Alternatively, "Form for submission by post or e-mail for shareholders who cannot register their elections electronically".
Step 1 – Register during the enrollment/registration period:
You will see your name, reference number, PIN - code and balance. At the bottom you will find these choices:
"Enroll" - There is no need for registration for online participation, enrollment is not mandatory
Online participation: Please login throughhttps://dnb.lumiagm.com/130540684 . You must identify yourself using the reference number and PIN - code from VPS - see step 1 above. Shareholders can also get their reference number and PIN code by contacting DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00-am – 3:30 pm).
If you are not logged in before the meeting starts, you will be granted access, but without the right to vote.
Ref no: PIN-code:
The signed form can be sent as an attachment in an e-mail* to [email protected] (scan this form) or by post service to DNB Bank Registrars Department, P.O Box 1600 Sentrum, 0021 Oslo. Deadline for registration of advance votes, proxies and instructions must be received no later than 26 April 2023 at 4:00 pm (CET) If the shareholder is a company, the signature must be in accordance with the company certificate.
*Will be unsecured unless the sender himself secure the e-mail.
___________________________________________________________________ (enter the proxy solicitors name in the block letters)
Note: Proxy solicitor must contact DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00-am – 3:30 pm) for login details.
Voting must take place in accordance with the instructions below. Missing or unclear markings are considered a vote in line with the board's and the election committee's recommendations. If a proposal is put forward in addition to, or as a replacement for, the proposal in the notice, the proxy determines the voting.
| Agenda for the Annual General Meeting 28 April 2023 | For | Against | Abstain |
|---|---|---|---|
| 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 2022 for Schibsted ASA and the Schibsted Group, |
|||
| including the Board of Directors' Report for 2022, as well as consideration of the statement on | | | |
| corporate governance | |||
| 5. Approval of the Board of Directors' proposal regarding share dividend for 2022 |
| | |
| 6. Approval of the auditor's fee for 2022 |
| | |
| 7. Advisory vote on Remuneration Report |
| | |
| 8. Remuneration Policy |
| | |
| 9. The Nomination Committee's report on its work during the period 2022–2023 |
No voting | ||
| 10. Election of shareholder-elected directors | |||
| (a) Rune Bjerke |
| | |
| (b) Philippe Vimard |
| | |
| (c) Satu Huber |
| | |
| (d) Hugo Maurstad |
| | |
| (e) Satu Kiiskinen |
| | |
| (f) Ulrike Handel |
| | |
| 11. Election of Chair and Deputy Chair | |||
| (a) Karl-Christian Agerup as Chair |
| | |
| (b) Rune Bjerke as Vice Chair |
| | |
| 12. The Nomination Committee's proposal regarding directors' fees, etc. | | | |
| 13. The Nomination Committee – fees | | | |
| 14. Election of members to the Nomination Committee | |||
| (a) Kjersti Løken Stavrum as Chair |
| | |
| (b) Ann Kristin Brautaset |
| | |
| (c) Kieran Murray |
| | |
| 15. Granting of authorisation to the Board of Directors to administer some of the protection inherent | | | |
| in Article 7 of the Articles of Association | |||
| 16. Proposal for the reduction of share capital by redemption of own shares | | | |
| 17. Authorization to the Board of Directors to buy back Company shares | | | |
| 18. Authorization to the Board of Directors to increase the share capital | | | |
| 19. Amendments to the Articles of Association | | | |
_________________________________________________ shares would like to be represented at the general
Schibsted ASA will hold its annual general meeting on 28 April 2023 at 14:00 CET 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 you also can vote in advance or give a proxy before the meeting. See the notice for further details on advance voting and how to authorize a proxy. If you vote in advance or give a proxy, you can still log on to the general meeting to follow and ask questions, but you will not have the opportunity to vote on the items.
By participating online, shareholders will receive a live webcast from the general meeting, the opportunity to ask written questions, and vote on each of the items. 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 (Euronext VPS) in relation to this General Meeting.
No registration is required for shareholders who want to participate online, but shareholders must be logged in before the general meeting starts. Log ins after meeting has started will receive access, but with no voting rights.
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)
To be able to participate online, you must go to the following website: https://dnb.lumiagm.com
either on your smartphone, tablet or PC. All major known browsers, such as Chrome, Safari, Edge, Firefox etc. are supported.
enter Meeting ID: 130-540-684 and click Join:
Alternatively put direct link in your browser https://dnb.lumiagm.com/130540684
As the company has decided to allow for guest log ins you will be prompted to decide between
| Aksjonær/shareholder Ref.nr & PIN | |
|---|---|
| Gjestepålogging/ Guests |
If you choose Guest log inn you will be asked to state your name and e-mail. You will not have voting rights or the right to speak in the meeting.
If you are a shareholder, choose Shareholder log in. You must then identify yourself with.
a) Ref. number from VPS for the general meeting
b) PIN code from VPS for general meeting
You can only log in on the day of the meeting, minimum one hour before the general meeting starts.
Once you have logged in, you will be taken to the information page for the general meeting. Here you will find information from the company, and how this works technically. Note that you must have internet access throughout the meeting. If you for some reason log off, just log in again following steps above.
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 directly registered shareholders have access to investor services either via https://www.euronextvps.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 registration form).
Custodian registered shareholders: Shares held through Custodians (nominee) accounts 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.
When items are available for voting, you can vote on all items as quickly as you wish. Items are closed for voting as the general meeting considers them. Items will be pushed to your screen. Click on the vote icon if you click away from the poll.
To vote, press your choice on each of the issues. FOR, AGAINST or ABSTAIN. Once you have cast your vote, you will see that your choice is marked. You also get a choice where you can vote jointly on all items. If you use this option, you can still override the choice on items one by one if desired.
To change your vote, click on another option. You can also choose to cancel. You can change or cancel your vote until the chair of the meeting concludes the voting on the individual items. Your last choice will be valid.
NB: Logged in shareholders who have voted in advance or given a power of attorney will not have the opportunity to vote but can follow and write messages if desired.
| all 02-UK 수 | 15:54 ⊕ 33% Poll Open |
|---|---|
| Split Voting | |
| the chair | 2. Valg av møteleder og person til å medundertegne protokollen / Election of person to chair the meeting and election of a person to co-sign the minutes together with |
| Select a choice to send. | |
| For / For | |
| Mot / Against | |
| Avstår / Abstain | |
Questions or messages relating to the items on the agenda can be submitted by the shareholder or appointed proxy at any time during the meeting as long as chair of the meeting holds this open.
If you would like to ask a question relating to the items on the agenda, select the messaging icon.
Enter your question in the message box that says "Ask a Question". When you have finished writing your question, click on the submit button.
Questions submitted online will be moderated before going to the chair. This is to avoid repetition of questions as well as removal of inappropriate language.
All shareholders who submit questions will be identified with their full names, but not holding of shares.
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