§1
Name
The company is a public limited company with the name Schibsted ASA.
§2
Registered office
The company’s registered office of business is in Oslo, Norway.
§3
Objectives
The business of the company is to operate and invest in digital marketplaces and other digital businesses, as well as related services and activities. The business may also be carried out through participation in or in collaboration with other companies.
§4
Share capital
The share capital is NOK 119,481,624 divided on 102,962,278 A-shares with a nominal value of NOK 0.50 and 136,000,970 B-shares with a nominal value of 0.50. The Company’s shares shall be registered in the Norwegian Registry of Securities. Each A-share will give the right to 10 votes at the Company’s General Meeting. Each B-share will give right to 1 vote at the Company’s General Meeting. Otherwise the A-shares and the B-shares carry equal rights.
§5
Transferability
The Company’s shares are freely transferable subject to the restrictions set out in § 6 below.
§6
Restrictions on ownership and voting rights
No shareholder may own more than 30% of the shares or vote for more than 30% of the total number of votes which may be cast under the Company’s Articles of Association. In addition to a shareholder’s own shares, shareholdings which are owned or acquired by the following are included:
- the shareholder’s spouse, minor children or persons with whom the shareholder has a common household;
- companies where the shareholder has an influence as specified in § 1-2 of the Norwegian Public Limited Liability Companies Act;
- companies within the same group of companies as the shareholder; and
- anyone with whom the shareholder has a binding collaboration with regard to the exercise of their rights as shareholders.
§7
Changes in the Articles of Association
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 amendments to the Articles of Association of directly or indirectly owned subsidiaries or the sale of shares or activities, including private placements, mergers and demergers, in such subsidiaries to anyone other than another company in the Group.
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.
The Board shall ensure that the Articles of Association of subsidiaries include the provisions necessary to ensure that this regulation is implemented.
§8
Board of Directors
The Company’s Board of Directors shall comprise from 6 to 11 members, as well as deputy members, as decided by the Annual General Meeting. The employees in the Group shall be represented on the Board by the number of representatives in accordance with current agreements with the Company. This means that the employees in the Group shall have two Board members when the Board comprises six, seven or eight members, and that the employees in the Group shall have three Board members when the Board comprises nine, ten or eleven members.
Shareholders owning 25% or more of the Company’s A-shares shall have the right to appoint one of the Board members elected by the shareholders. Board members shall be elected for 1 year.
§9
Execution of documents
The Chairman of the Board and one of the other members of the Board of Directors may jointly sign for the Company. The Board may grant power of procuration.
§10
Annual General Meeting
In the ordinary Annual General Meeting, the following matters shall be acted upon:
- Adoption of the financial statements (profit and loss account and balance sheet), including resolution as to the application of the years’ profit or coverage of deficit pursuant the balance sheet adopted.
- Adoption of the Group’s consolidated accounts (profit and loss account and balance sheet).
- Election of an Election Committee at the end of the service period. The Election Committee shall consist of from 3 to 4 members. The chairman of the Election Committee is elected by the General Meeting. The Election Committee is elected for 2 years. The Election Committee shall among others nominate shareholders’ board members and their deputies whenever their respective service period expires or a by-election is needed. As far as possible, the Election Committee shall announce its nominations in the shareholders’ notice of the Annual General Meeting.
The Election Committee proposes to the General Meeting remunerations to the members of the Board of Directors. The proposal shall be made in advance for a period of one year counting from the Annual General Meeting.
The Election Committee may pass opinions on, and may put forward proposals to the General Meeting, in matters regarding the Board of Directors’ size, composition and working conditions, as well as matters regarding the Company’s auditor, including proposals regarding the election of the Company’s auditor and the auditor’s remuneration. - Election of shareholders’ Board members and deputies whenever their respective service period expires.
- Other matters which by law or the Company’s Articles of Association falls within the scope of the Annual General Meeting.
§11
Electronic communication with shareholders
If documents relating to matters that are to be dealt with at the General Meeting, have been made available for the shareholders on the Company’s web site, the statutory requirement that such documents are to be sent to the shareholders, shall not apply. This shall also apply to documents that by law are required to be included or enclosed to the notice of meeting. A shareholder may, nonetheless, request that documents relating to matters that are to be dealt with at the General Meeting are sent.
Shareholders may cast a written vote in advance, including by using electronic communication. For such voting, a safe method of authenticating the sender must be used.