The Annual General Meeting of Schibsted ASA was held on 12 May 2010 in the Company’s premises at Apotekergaten 10 in Oslo.
1. Approval of the annual financial statements and the Board’s proposed dividend for 2009
The General Meeting approved the Board’s proposal regarding the income statement for 2009 and balance sheet as at 31 December 2009 for Schibsted ASA and the Schibsted Group, including the Board of Directors’ report for 2009. The General Meeting approved the Board’s proposal regarding the appropriation of the profit for the year. In line with the Board’s proposal, it was decided to pay dividend for 2009 of NOK 1.50 per share, excluding shares owned by the Group.
2. Extension of the Board’s authorisation to buy back Company shares
The General Meeting resolved to extend the Board of Directors’ authorisation to buy back shares in Schibsted ASA pursuant to the Norwegian Public Limited Companies Act on the following conditions:
a) The authorisation is valid until the next Annual General Meeting of Schibsted ASA in 2011 (i.e.until no later than 30 June 2011).
b) The total nominal value of the shares acquired under this authorisation may not exceed NOK 10,800,361.
c) The minimum amount that can be paid for a share is NOK 30. The maximum amount that can be paid for a share is NOK 500.
d) The Board is free to decide the acquisition method and possible later sale of the shares. The authorisation may also be used to buy or sell shares in takeover situations.
3. The Board of Directors’ declaration regarding the determination of salary and other remuneration to managers of Schibsted ASA in accordance with section 6-16 a of the Norwegian Public Limited Companies Act
The General Meeting approved the Board of Directors’ guidelines for determining management salaries in Schibsted ASA, including the guidelines for the share-purchase programme that is to be introduced as from 2010, as these are stated in the Board’s declaration. The Board of Directors will base its work on this declaration as from the Annual General Meeting in 2010.
4. Election of shareholder-elected directors and alternate directors
Blommenholm Industrier has exercised its right according to article 8 of the Articles of Association to appoint one director directly. Blommenholm Industrier has appointed Ole Jacob Sunde. After the Annual General Meeting, the Group Board consists of the following shareholder-elected directors:
Ole Jacob Sunde (Chairman)
Eva Berneke (new)
The employee representatives on the Board, Anne-Lise von der Fehr and Gunnar Kagge, as well as their alternate representatives, were elected for a two-year term of office in connection with the Company’s Annual General Meeting in 2009.
In accordance with the Nomination Committee’s proposal, the following fees were determined:
a) Directors’ fees
The Chairman of the Board’s fee was set at NOK 700,000. The fee payable to the other directors was set at NOK 300,000. A special fee of up to NOK 50,000 may be paid to directors who do not live in Oslo to compensate them for time spent if they have a long journey. The Nomination Committee’s Chairman decides on this following a recommendation by the Chairman of the Board. The variable share of the fee remains unchanged (20%). The fee payable to alternate directors was set at NOK 16,000 per attendance at a meeting. The former basic fee of NOK 35,000 payable to alternate directors was removed.
b) Fees payable to members of the Group Board’s Compensation Committee.
The fees were set at NOK 70,000 for the Committee’s Chairman and NOK 41,000 for the Committee’s other members.
c) Fees payable to members of the Group Board’s Audit Committee.
The fees were set at NOK 107,000 for the Committee’s Chair and NOK 65,000 for the Committee’s other members.
The fees are payable for the period starting with this year’s Annual General Meeting and ending on the Annual General Meeting in 2011, and are to be paid in arrears when the term of office expires (May 2011).
6. Fees payable to the Nomination Committee’s members
The fees payable to the Nomination Committee’s members were set at NOK 16,000 per meeting for the Nomination Committee’s Chairman and NOK 11,000 per meeting for the Nomination Committee’s other members.
7. Auditor’s fee
The General Meeting approved the auditor’s fee of NOK 990,000.
8. Election of Nomination Committee members
The General Meeting elected the following as members of the Company’s Nomination Committee for the next two-year period: John A. Rein (chairman, new), Gunn Wærsted and Nils Bastiansen.
9. Authorisation to the Group Board pursuant to Article 7 of the Articles of Association
The General Meeting approved the Board’s proposed new wording of the Group Board’s authorisation linked to the exercise of some of the protection which is inherent in Article 7 of Schibsted’s Articles of Association.
Following this Annual General Meeting, 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 authorised to make decisions on the following matters referred to in the second paragraph, litra 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 1 billion after financial adjustments.
Within the framework of the Group CEO’s general authorisation, the Board of Directors may delegate its authority pursuant to this authorisation 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 authorisation are nonetheless to be submitted to the General Meeting for its decision.
This authorisation applies until the next Annual General Meeting.”
10. Amendment to the Articles of Association – electronic communication with the shareholders in connection with General Meetings – a new Article 11
The General Meeting approved the following provision which is to be included as a new Article 11 of the Company’s Articles of Association:
“Article 11. Electronic communication with shareholders
If documents relating to matters that are to be dealt with at the General Meeting have been made available to the shareholders on the Company’s website, the statutory requirement that such documents are to be sent to the shareholders shall not apply. This also applies to documents that are by law required to be included in or enclosed with the notice of the General Meeting. A shareholder may nonetheless demand to be sent documents relating to matters that are to be dealt with at the General Meeting.”
The new Articles of Association are enclosed with the stock exchange notice.
For details regarding voting on each item, please refer to the enclosed overview.
Oslo, 12 May 2010
Rolv Erik Ryssdal