An ordinary general meeting of Schibsted ASA was held on May 10th, 2007.
Approval of the annual accounts and the board’s proposal regarding dividend for 2006
The general meeting approved the board’s proposed profit and loss account for 2006 and balance sheet as at 31 December 2006 for Schibsted ASA and the Group, including the directors’ report for 2006. The board’s proposal regarding the allocation of the profit for the year, including the share dividend of NOK 5.00 per share excluding shares owned by the Company itself, was adopted. The general meeting determined the directors’ fees and approved the auditor’s fee.
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 Schibsted ASA in accordance with the Norwegian Act relating to public limited companies on the following terms and conditions:
1. The authorisation is to be valid until the next ordinary general meeting of Schibsted ASA in 2008 (ie, until 30 June 2008 at the latest).
2. The nominal value of the shares acquired pursuant to the authorisation cannot exceed 10% of the prevailing share capital.
3. The minimum nominal amount that can be paid for the shares is NOK 30. The highest nominal amount that can be paid for the shares is NOK 500.
4. The board is free with regard to the method of acquisition and any later sale of the shares, although such that the general principle of equal treatment of shareholders must be complied with.
The board’s guidelines for fixed and performance-related remuneration to senior executives
The general meeting took note of the Board’s declaration regarding the determination of salaries and other remuneration to senior executives of the Company and approved the Board’s guidelines for the award of variable remuneration linked to developments in the Company’s share price.
Amendments to the company’s articles of association
The general meeting agreed to amendments to §3, §5, §8 and §10 of the Articles of Association. The new Articles of Association is enclosed.
Election of shareholder-elected directors and alternate directors
Following the general meeting, the Group board consists of the following shareholder-elected directors:
Ole Jacob Sunde (Chairman of the Board)
Tinius Nagell-Erichsen (Vice Chairman of the board)
Monica Caneman
Alexandra Bech Gjørv
Eva Lindqvist
Christian Ringnes
1st alternate director: Karl-Christian Agerup
2nd alternate director: John Rein
3rd alternate director: Carine Smith
Following this year’s general meeting, the employees will elect two directors to sit on the Group board. The election date is 15 May 2007. The election results will be published as soon as they are known.
Directors fees, etc.
In accordance with the Nomination Committee’s proposal, the following fees were agreed to:
a) Fees to directors
The Chairman of the Board’s fee was stipulated to be NOK 625,000.
The directors’ fees were stipulated to be NOK 250,000. This fee can be increased by up to NOK 50,000 to compensate for time spent due to a long travelling distance. The nomination committee’s chairman determines this, following a recommendation by the chairman of the board. The variable share of the fee remains unchanged (20%).
b) Fees to alternate directors
The attendance fee was stipulated to be NOK 15,000 per meeting. The basic fee remained unchanged, i.e. NOK 30,000.
c) Fees to members of the Group board’s compensation committee.
The fees were stipulated to be NOK 60,000 for the chairman of the committee and NOK 35,000 for the committee’s other members.
d) Fees to members of the Group board’s audit committee.
The fees were stipulated to be NOK 100,000 for the committee’s chairman and NOK 60,000 for the committee’s other members.
The nomination committee’s fees
The general meeting agreed to the proposal submitted by Blommenholm Industrier and stipulated the fee to be NOK 60,000 for the chairman and NOK 35,000 for the other members and the permanently attending alternate member.
All the resolutions passed by the general meeting were unanimous except the resolution regarding fees to the ordinary board members. Shareholders representing 1 405 shares voted against this resolution.
Oslo, 10 May 2007
Schibsted ASA
Kjell Aamot
Group CEO