Through the General Meeting, the shareholders exercise the supreme authority of the company. The general meetings deal with and decide on issues which are important for Schibsted in a way that reflects the shareholders’ views.
An Annual General Meeting must be held within six months after the end of each financial year. Extraordinary general meetings are to be held as required in accordance with the Articles of Association or Public Limited Companies Act or if required by at least five per cent of the shareholders.
The Annual General Meeting for this year will take place on 11 May 2012. The notice calling the general meetings and the documents to be considered at the general meetings, are to be made available on Schibsted’s website at the latest 21 days before such meetings. Shareholders that are not registered as electronic recipients will receive the notice in the post along with a reference to the fact that documents to be considered at the meeting are to be found on our website. Emphasis is placed on the supporting documents containing all the necessary information so that shareholders can decide on all the issues to be dealt with. The deadline for registration is two working days before the general meetings.
Representatives of the Group Board, at least one representative of the Nomination Committee and the external auditor are to attend the Annual General Meeting. As a minimum, the Group’s CEO and CFO are to attend the meeting as representatives of the management.
Shareholders that cannot attend the general meetings but wish to exercise their voting rights may authorise a proxy by the deadline for registration. An authorisation containing voting instructions may also be given to the chair of the Group Board. The authorisation form to be used is enclosed in the notice calling the meeting. Further information on the use of an authorisation and a shareholder’s right to have issues dealt with by the General Meeting is stated both in the notice calling the general meetings and on Schibsted’s website.
The agenda is to be set by the Group Board and the main matters are to be in compliance with Article 10 of the Articles of Association.
The entire Board is to be elected by the General Meeting. This deviates from item 6 of the Code of Practice stating that the General Meeting should be allowed to choose each candidate. For information on the reason for this deviation, refer to the Nomination Comitee’s Report.