Schibsted’s Annual General Meeting took place at the company’s head office today, May 6, 2004.
Approval of the annual accounts for the year 2003, including the board of director’s annual report and the proposed dividend
The Annual General Meeting approved the Annual Accounts for year 2003, incl. the annual report and the proposed allocation of dividend of NOK 3.00 per share, shares owned by Schibsted ASA excluded. The Annual General Meeting approved the proposed remuneration to the Board members, and to 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 2005 (i.e. June 30, 2005 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 the maximum amount is NOK 500.
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
Four board members’ period of service expired at this Annual General Meeting: Ole Jacob Sunde (chairman), Tinius Nagell-Erichsen (deputy chairman), Jan Reinås and Cato Holmsen. In addition, Lars M. Berg resigned as a board member after he was appointed as acting CEO of the Eniro Group. 1. deputy Christian Ringnes has replaced him in the board in 2004. Lars M. Berg’s service period expires in 2005.
The candidates were announced in the notice of the Annual General Meeting. The Election Committee proposed a two years re-election of Ole Jacob Sunde (chairman), Tinius Nagell-Erichsen (deputy chairman), Jan Reinås and Cato Holmsen, and the election of Grete Faremo to replace Lars M. Berg for the rest of his serving period. The Annual General Meeting approved the Election Committee’s proposals. The rest of the shareholders board members were all elected for two years at the Annual General Meeting in 2003, and thus have one year left of their respective service periods.
The Board will hereafter consist of the following shareholders representatives:
Ole Jacob Sunde (chairman) – Re-elected for 2 years
Tinius Nagell-Erichsen (deputy chairman) – Re-elected for 2 years
Cato A. Holmsen – Re-elected for 2 years
Jan Reinås – Re-elected for 2 years
Grete Faremo – New – elected for 1 year
Alexandra Bech Gjørv – Service period expiring in 2005
Monica Caneman – Service period expiring in 2005
The service period for the shareholders board members’ three deputies, expired at this Annual General Meeting as well: 1. deputy Christian Ringnes, 2. deputy John A. Rein and 3. deputy Guri Scotford. Guri Scotford had informed the Election Committee that she did not stand for a re-election. The Election Committee proposed re-election of 1. deputy Christian Ringnes and 2. deputy John A. Rein. The Election Committee proposed Karl-Christian Agerup as the new 3. deputy. The Annual General Meeting approved the proposals.
The Board’s four employee representatives were all elected for 2 years in 2003, thus having one year left of their serving period.
Board members’ fees
In line with the proposal from the Election Committee, it was decided that the fees to the board members shall remain unchanged for the period 2004-2005, with one exception: board members living abroad shall be granted an additional fee of NOK 60.000 to compensate for additional travelling time.
Remuneration to the Election Committee
The proposed remunerations to the Election Committee’s members for the period 2003-2004 were approved: NOK 25,000 to the Chairman of the Election Committee, and NOK 5.000 per meeting to the other members of the Election Committee.
Election of Election Committee
The Election Committee stands for election. Blommenholm Industrier AS proposed re-election of the Chairman of the Election Committee, Lars Christensen, and re-election of Tinius Nagell-Erichsen. Blommenholm Industrier AS also proposed Gunn Wærsted to replace Grete Faremo in the Election Committee. The proposals were announced in the notice to the Annual General Meeting, and were all approved.
Changes in § 3 in the company’s Articles of Association
§ 3 in the company’s articles of association were changed in accordance with the proposal announced in the notice to the Annual General Meeting. An office translation of the company’s articles of association as of May 6 2004 is enclosed.
All resolutions at the Annual General Meeting were unanimous.
Oslo, May 6, 2004
Chief Executive Officer