The Annual General Meeting of Schibsted ASA was held on May 15, 2009.
1. Approval of the annual accounts and the board’s proposal regarding dividend for 2008
The General Meeting approved the Board’s proposed profit and loss account for 2008 and balance sheet as at 31 December 2008 for Schibsted ASA and the Group, including the directors’ report for 2008. The General Meeting adopted the Board’s proposal regarding the allocation of the profit for the year. The General Meeting adopted the Board’s proposal that no share dividend shall be paid for 2008.
2. 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:
“The General Meeting resolved to extend the Board of Directors’ authorisation to acquire and sell shares in Schibsted ASA pursuant to the Norwegian Public Limited Companies Act, on the following conditions:
1. The authorisation is valid through to the next Annual General Meeting of Schibsted ASA in 2010 (i.e. no later than 30 June 2010).
2. The total nominal value of the shares acquired under this authorisation may not exceed NOK 6,925,000.
3. 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.
4. The Board is free to decide the acquisition method and possible later sale of the shares. The authorisation can also be used to buy or sell shares in takeover situations.”
3. 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 2009.
4. Election of shareholder-elected directors and alternate directors
Blommenholm Industrier AS has used its right according to company’s articles of association, to appoint one member directly. Blommenholm Industrier AS has appointed Ole Jacob Sunde.
Following the decision at the Annual General Meeting, the Board consists of the following shareholder-elected directors:
Ole Jacob Sunde (Chairman of the Board)
The employees’ board members – Audun Solberg and Berit Simenstad incl. their deputies -stands for election this year. The results from the election will be available by the end of May.
5. Directors fees, etc.
In accordance with the Nomination Committee’s proposal, the fees remain unchanged. The fees for the forthcoming period will be as follows:
a) Fees to directors
NOK 660,000 to the Chairman of the Board, NOK 265,000 to other directors. The fee can be increased by up to NOK 50,000, to compensate for time spent due to a long travelling distance. The Chairman of the Nomination Committee approves such additional payment, following a recommendation from the Chairman of the Board. The variable part of the fee remains unchanged (20%).
b) Fees to members of the Board’s Compensation Committee.
NOK 65,000 to the Chairman and NOK 38,000 for other members.
c) Fees to members of the Board’s Audit Committee.
NOK 100,000 to the Chairman and NOK 60,000 for other members.
All fees are set for the forthcoming election period, i.e. until the Annual General Meeting in 2010, and are payable at the end of the election period.
6. Auditor’s fee
The General Meeting approved the Auditor’s fee, amounting to NOK 882,000.
7. Fees to the Nomination Committee
The fees remain unchanged: NOK 15,000 per meeting to Chairman and NOK 10,000 per meeting to the other members
8. Changes in the company’s articles of association (§ 7) – authorization to the Board of Directors
The General Meeting approved the Board of Director’s proposal regarding the new wording of Article 7 of Schibsted’s Articles of Association:
“Article 7 Amendments to Articles of Association etc.
Decisions on amendments to the Articles of Association are to be adopted by the General Meeting and call for the approval of at least three quarters of the share capital represented at the General Meeting.
The first paragraph applies equally to decisions relating to, or a vote taken, regarding:
a) Amendments to Articles of Association of directly or indirectly owned subsidiaries or the sale of shares or activities, including private placements, mergers and demergers in such subsidiaries to anyone other than another company in the Schibsted Group.
b) The assignment of Aftenposten’s and Verdens Gang’s publication rights to anyone other than another company in the Schibsted Group.
With the majority stated in the first paragraph the General Meeting can decide to grant the Board of Directors authorisation to make decisions in matters referred to in the second paragraph, litra a) and b).
The Board shall ensure that the Articles of Association of subsidiaries include the provisions necessary to ensure that the above regulation is implemented.”
9. Authorization to the Board of Directors
The Board of Directors was granted the following authorization that will be valid through to the next Annual General Meeting of Schibsted ASA in 2010:
“Pursuant to Article 7 of the Articles of Association, third paragraph, the Board of Directors is granted authorisation to make decisions in the following matters that are dealt with in Article 7 of the Articles of Association, second paragraph litra a):
a) In the case of subsidiaries which, according to their latest adopted annual statements have total assets that represent a maximum of 10% of Schibsted ASA’s total consolidated assets: All decisions.
b) In the case of subsidiaries which, according to their latest adopted annual statements have total assets that exceed 10% of the total Schibsted ASA’s consolidated assets: Decisions where the net payment (selling price, merger or demerger settlement etc.) after financial adjustments does not exceed NOK 1 billion.
c) Casting votes in respect of amendments to subsidiaries’ Articles of Associations.
Within the framework of the Chief Executive Officer’s general authorisation, the Board of Directors may delegate its authority under this authorisation to management.
Board members elected pursuant to Article 8, second paragraph may demand that that issues covered by this authorisation shall nevertheless be presented to the General Meeting for approval.
This authorization is valid through to the next Annual General Meeting.”
Except for the decisions referred to in art. 8) and 9) above, all resolutions passed at the Annual General Meeting were unanimous. Shareholders representing 3 000 000 shares voted against the resolutions referred to in art. 8) and 9) above. The Articles of Association as per May 15 2009 is enclosed.
Oslo, 15 May 2009
Kjell Aamot CEO