The Annual General Meeting of Schibsted ASA was held on 30 April 2013 in the Company’s premises at Apotekergaten 10 in Oslo.
Approval of the annual financial statements for 2012 (item 4)
The General Meeting approved the Board’s proposal regarding the income statement for 2012 and balance sheet as at 31 December 2012 for Schibsted ASA and the Schibsted Group, including the Board’s report for 2012. The General Meeting considered the Board’s report on Corporate Governance.
Dividend for 2012 (item 5)
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 2012 of NOK 3.50 per share, excluding shares owned by the Group.
Auditor’s fee (item 6)
The General Meeting approved the auditor’s fee of NOK 650.000
Extension of the Board’s authorisation to buy back Company shares (item 7)
The General Meeting resolved to extend the Board’s 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 2014 (i.e. until no later than 30 June 2014).
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.
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 (item 9)
The General Meeting approved the Board’s guidelines for determining management salaries in Schibsted ASA, including guidelines regarding share-purchase programme, as stated in the Board’s declaration.
Election of shareholder-elected directors (item 10)
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. The Board was elected for one year and consists of the following shareholder-elected directors:
Ole Jacob Sunde (Chairman)
Arnaud de Puyfontaine
Eugenie van Wiechen
Fees payable to the Board (item 11)
The Nomination Committee’s proposal was adopted. The fees were set as follows:
a) Directors’ fees
The Chairman of the Board’s fee was set at NOK 755,000. The fee payable to the other directors was set at NOK 325,000. An additional fee of up to NOK 100,000 can be granted to non-resident (outside Oslo region) board members. An additional fee of NOK 100,000 has been granted to non-residents outside the Nordic countries, and of NOK 50,000 to non-residents in the Nordic countries. The fee payable to alternate directors was set at NOK 16,000 per attendance at a meeting.
b) Fees payable to members of the Group Board’s Compensation Committee.
The fees were set at NOK 87,000 for the Committee’s Chairman and NOK 57,000 for the Committee’s other members.
c) Fees payable to members of the Group Board’s Audit Committee.
The fees were set at NOK 129,000 for the Committee’s Chair and NOK 82,000 for the Committee’s other members.
Fees payable to the Nomination Committee (item 12)
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 two other members of the Nomination Committee.
Authorisation to the Group Board pursuant to Article 7 of the Articles of Association (item 13)
The General Meeting approved the Board’s proposed renewal of the 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.”
For details regarding the voting on each item, please refer to the enclosed overview.
Oslo, 30 April 2013
Rolv Erik Ryssdal