The Annual General Meeting of Schibsted ASA was held on May 8th, 2008.
Approval of the annual accounts and the board’s proposal regarding dividend for 2007
The General Meeting approved the Board’s proposed profit and loss account for 2007 and balance sheet as at 31 December 2007 for Schibsted ASA and the Group, including the directors’ report for 2007. The General Meeting adopted the Board’s proposal regarding the allocation of the profit for the year, including the share dividend of NOK 6.00 per share, shares owned by the Company itself excluded.
Renewal of the Board’s authorisation to acquire the Company’s own shares
The General Meeting decided to renew the Board’s authorisation to acquire the Company’s own shares, in accordance with the Norwegian Act relating to public limited companies, on the following terms and conditions:
1. The authorisation is to be valid until the next Annual General Meeting of Schibsted ASA in 2009 (ie, until 30 June 2009 at the latest).
2. The nominal value of the shares acquired pursuant to the authorisation cannot exceed 10% of the prevailing share capital.
3. The minimum nominal amount that can be paid for the shares is NOK 30. The highest nominal amount that can be paid for the shares is NOK 500.
4. The Board is free with regard to the method of acquisition and any later sale of the shares, although such that the general principle of equal treatment of shareholders must be complied with.
The Board’s 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’s guidelines for determining the management remuneration in Schibsted ASA, including the guidelines for allotting options as stated in the Board’s declaration. The Board will base its work on this declaration as from the Annual General Meeting in 2008.
Election of shareholder-elected directors and alternate directors
Following the decision at the Annual General Meeting, the Board consists of the following shareholder-elected directors:
Ole Jacob Sunde (Chairman of the Board)
Karl-Christian Agerup (new, former 1. deputy)
Monica Caneman
Marie Ehrling (new)
Eva Lindqvist
Christian Ringnes
The General Meeting decided not the elect deputies for the shareholder-elected board members.
The employees’ board members – Audun Solberg and Berit Simenstad incl. their deputies -were elected for two years in 2007, and is therefore elected until the Annual General Meeting in May 2009.
Directors fees, etc.
In accordance with the Nomination Committee’s proposal, the following fees were agreed to:
a) Fees to directors
The Chairman of the Board’s fee was increased from NOK 625,000 to NOK 660,000. The directors’ fees were increased from NOK 250,000 to NOK 265,000. This fee can be increased by up to NOK 50,000, to compensate for time spent due to a long travelling distance. The Nomination Committee’s chairman determines this, following a recommendation by the Chairman of the Board. The variable share of the fee remains unchanged (20%).
b) Fees to members of the Board’s Compensation Committee.
The fees were increased from NOK 60,000 to NOK 65,000 for the Chairman of the Committee and from NOK 35,000 to NOK 38,000 for the Committee’s other members.
c) Fees to members of the Board’s Audit Committee.
The fees remain unchanged; NOK 100,000 for the Audit Committee’s Chairman and NOK 60,000 for the two other members of the Audit Committee.
All fees are set for the forthcoming election period, i.e. until the Annual General Meeting in 2009, and are payable at the end of the election period.
Auditor’s fee
The General Meeting approved the Auditor’s fee, amounting to NOK 840,000.
Election of Nomination Committee members and fees to the Nomination Committee
It was decided to re-elect the Nomination Committee’s members for two years: Lars A. Christensen as the Chairman and Gunn Wærsted and Nils Bastiansen as the two other members. It was decided that no deputy shall be elected to the Nomination Committee. The Articles of Association was changed accordingly. It was decided to change the fees to the Nomination Committee’s members, from a fee per annum to a fee per meeting. It was decided that the Nomination Committee’s Chairman is to be paid NOK 15,000 per meeting, and the two other members NOK 10,000 per meeting.
Changes in the company’s articles of association
The General Meeting approved the proposed changing in the wording in § 9, 1st sentence and §10 no. 3 2nd and 3rd sentence in the Articles of Association. The Articles of Association as per May 8 2008 is enclosed.
All resolutions passed at the Annual General Meeting were unanimous.
Oslo, 8 May 2008
Schibsted ASA
Kjell Aamot
CEO