May 7th 2003

Schibsteds Annual General Meeting took place at the company’s head office today, May 7th 2003.

 

 

The Annual General Meeting approved the Annual Accounts for year 2002, incl. the annual report and the proposed allocation of dividend of NOK 2.00 per share, shares owned by Schibsted ASA excluded. The Annual General Meeting approved the Auditors fee and the Election Committee’s proposed remuneration of board members for the year 2002-2003 and 2003-2004.

 

 

The Annual General Meeting decided to renew the Board’s proxy reg. the purchase of shares in the name of Schibsted ASA, at the following conditions:

 

1.   The proxy is granted for a period of 18 months counting from this Annual General Meeting; May 7th 2003.

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 an equal treatment of all shareholders.

 

 

Three Board members’ period of service expired at this general meeting: Alexandra Bech, Lars Berg and Jan-Fredrik Wilhelmsen. Prior to the General Meeting, Jan-Fredrik Wilhelmsen informed the Election Committee that he would not stand for a re-election.  The candidates were announced in the notice of the General Meeting. The Election Committee proposed a two years re-election of Alexandra Bech and Lars Berg, and the election of Monica Birgitta Canemann as a replacement for Jan-Fredrik Wilhelmsen. The Annual General Meeting approved the proposal. The rest of the shareholders board members were all elected for two years at the Annual General Meeting in 2002, 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)

Tinius Nagell-Erichsen (Vice Chairman)

Cato A. Holmsen

Jan Reinås

Lars M. Berg (re-elected)

Alexandra Bech (re-elected)

Monica Birgitta Canemann (new)

 

 

The Board’s four employee representatives did all stand for election this year. The Election was held on April 9th 2003. The Election Board approved the results on April 23rd 2003.  The following representatives were elected:

 

From Aftenposten AS and others:
  Administrative sector:
    Board member:  Berit Bjerg (re-elected)
    Personal deputy:    Anne Marie Brenaas (new)
  Editorial sector:
    Board member:  Hilde Harbo (re-elected)
    Personal deputy:   Håkon Letvik (re-elected)
Technical sector:
    Board member:  Gunnar Nordby (re-elected)
    Personal deputy:  Roger Hollund (new)
From VG:
  Graphical sector:
     Board member:  Håkon Kjernsmo (new, former 1st deputy)
  Administrative sector:
     1st deputy with the right to meet and speak Liz Ovesen (new, former 2nd deputy)
  Editorial sector:
     2nd deputy: Audun Solberg (new)

 

 

The results from the employee’s election were recorded at the Annual General Meeting.

 

 

In line with the proposal from the Election Committee, it was decided that the fees to the board members should be fixed in advance for a one-year period. The Annual General Meeting also decided to split the fees into a ¾-fixed fee and a ¼ fee based on attendance. It was decided to introduce this from this Annual General Meeting onwards. In accordance with the Election Committee’s proposal, the fees to the Board for the period 2002-2003 and 2003-2004 were fixed to NOK 400,000 for the Chairman of the Board, and NOK 120,000 for the Board members. The deputies’ fixed fee of NOK 5,000 was not changed, but the fee based on attendance, was increased from NOK 4,000 to NOK 5,000 for the period 2002-2003 and 2003-2004.

 

 

The company’s articles of association were changed in accordance with the proposals announced in the notice to the Annual General Meeting, i.e. §7 was abolished and art. §11 no. 3 (now art 10 no 3) was changed.  An office translation of the company’s articles of association as of May 7th 2003 is enclosed. 

 

All resolutions at the Annual General Meeting were unanimous. 

 

Oslo, May 7th 2003

Schibsted ASA

 

 

 

Kjell Aamot

Chief Executive Officer