Schibsted’s Annual General Meeting took place at the company’s head office today, May 2, 2005.
Approval of the annual accounts for the year 2004, including the board of director’s annual report and the proposed dividend
The Annual General Meeting approved the Annual Accounts for year 2004, incl. the annual report and the proposed allocation of dividend of NOK 3.25 per share, shares owned by Schibsted ASA excluded. The Annual General Meeting approved the proposed remuneration to the Board members, the Compensation Committee and the Auditor.
Renewal of the proxy granted to the Board reg. the purchase of shares in the name of Schibsted ASA
The Annual General Meeting decided to renew the Board’s proxy regarding the purchase of shares in the name of Schibsted ASA on the following conditions:
1. The proxy is valid until the next Annual General Meeting in Schibsted ASA in 2006 ( June 30, 2006 at the latest).
2. Nominal value of the shares may not exceed 10% of the total share capital of Schibsted ASA.
3. The minimum amount payable for the shares is NOK 30 and NOK 500 as a maximum.
4. The Board is free to choose the method of purchase and sale of the shares, though respecting equal treatment of all shareholders.
Election of shareholders’ board members and deputies
Three board members’ period of service expired at this Annual General Meeting: Grete Faremo, Monica Caneman and Alexandra Bech Gjørv. In addition, Jan Reinås had informed the Election Committee that he wanted to resign as a board member.
The candidates were announced in the notice of the Annual General Meeting. The Election Committee proposed a one year re-election of Grete Faremo, Monica Caneman and Alexandra Bech Gjørv and the election of 1st deputy Christian Ringnes to replace Jan Reinås as a board member. 3rd deputy Karl-Christian Agerup was proposed as the new 1st deputy. It was proposed that no 3rd deputy should be elected. The Annual General Meeting approved the Election Committee’s proposals.
The Board will hereafter consist of the following shareholders representatives:
Ole Jacob Sunde (chairman)
Tinius Nagell-Erichsen (deputy chairman)
Monica Caneman
Grete Faremo
Alexandra Bech Gjørv
Cato A. Holmsen
Christian Ringnes
1st deputy: Carl-Christian Agerup
2nd deputy: John A. Rein
The service period for the four employee representatives ended at this general meeting. The chairman reported the result from the election, which was as follows:
From Aftenposten:
Berit Bjerg
Deputy: Frank Johansen
Hilde Harbo
Deputy: Håkon Letvik
Gunnar Nordby:
Deputy: Roger Hollund
From VG:
Finn Steen
1st deputy with the right to meet and speak: Audun Solberg
2nd deputy: Håkon Kjernsmo
Fees to the Board members, their deputies and the Compensation Committee
In line with the proposal from the Election Committee, it was decided upon the fees to the board members: The chairman’s fee shall be NOK 550,000, the other board members’ fee shall be NOK 150,000 with the exception of board members living abroad who was granted a fee of NOK 225,000 to compensate for additional travelling time. The variable part of the fees was set to 20 %. The deputies were granted a fixed fee of NOK 30,000 and NOK 10,000 per meeting. All fees should be set in advance in the future, one year at the time.
For the period 2004-2005, the fees to the members of the Compensation Committee were fixed at NOK 50,000 for the chairman (Ole Jacob Sunde) and NOK 30,000 for the other members (Monica Caneman and Alexandra Bech Gjørv). It was decided that the fees shall be set in advance in the future and that they shall remain unchanged for the period 2005-2006.
Remuneration to the Election Committee
The proposed remunerations to the Election Committee’s members for the period 2004-2005 were approved: NOK 50,000 to the Chairman of the Election Committee, and NOK 30.000 the other members, and the deputy. It was decided that the fee should be set in advance in the future, and that the fees shall remain unchanged for the period 2005-2006.
Election of Election Committee
The Annual General Meeting approved Blommenholm Industrier AS’ proposal for Rune Selmar (Folketrygdefondet) as a new deputy to the Election Committee.
Changes in § 8 in the company’s Articles of Association
§ 8 in the company’s articles of association were changed in order to reduce the service period for the board members from two to one year. The election period for employee representatives is stipulated by law, i.e. 2 years. An office translation of the company’s articles of association as of May 2 2005 is enclosed.