An Extraordinary General Meeting of Schibsted ASA (“Schibsted“) was held on 25 February 2019 at Schibsted’s premises at Akersgata 55 in Oslo.
All proposals on the agenda were adopted, cf. the notice of the Extraordinary General Meeting that was published 24 January 2019, including the following:
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The Extraordinary General Meeting approved the joint demerger plan dated 24 January 2019 for the demerger of Schibsted with its wholly-owned subsidiary Marketplaces International ASA (“MPI“) as assignee company (the “Demerger“). As a consequence, Schibsted’s share capital will be decreased by NOK 28,881,246.548 by reducing the nominal value of the shares to NOK 0.379.
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The Extraordinary General Meeting resolved to increase the share capital in Schibsted by way of a capitalisation issue in accordance with the Companies Act § 10-20 with effect from the completion of the Demerger. The share capital will be increased by NOK 28,881,246.548 by increasing the nominal value of the shares to NOK 0.50.
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The Extraordinary General Meeting approved the following members to constitute the new Board of Directors of MPI: Orla Noonan (Chairman), Kristin Skogen Lund, Peter Brooks-Johnson, Terje Seljeseth, Sophie Javary and Fernando Abril-Martorell Hernández.
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The Extraordinary General Meeting resolved to instruct Schibsted, acting as the general meeting of MPI, to resolve an annual remuneration similar to that in Schibsted to the members of MPI’s new Board of Directors, compensation committee and audit committee for their initial terms, subject to the completion of the Demerger.
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The Extraordinary General Meeting resolved, subject to completion of the Demerger, to instruct Schibsted, acting as the general meeting of MPI, to grant the Board of Directors of MPI an authority to increase the share capital of MPI by a maximum of NOK 7,465,964 within the B-share class. The authorisation also covers share capital increases by contribution in kind and resolutions on mergers. The authority includes the right to set aside the pre-emptive rights of existing shareholders.
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The Extraordinary General Meeting resolved, subject to the completion of the Demerger, to instruct Schibsted, acting as the general meeting of MPI, to grant the Board of Directors of MPI an authority to buy back own shares at a total nominal value of NOK 13,622,957. The maximum amount that may be paid for each share is NOK 750 and the minimum is NOK 20.
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The Extraordinary General Meeting resolved, subject to the completion of the Demerger, to grant the Board of Directors of Schibsted authority to administer the protection inherent in Article 7 of the Articles of Association of Schibsted with respect to MPI.
Further, MPI’s CEO, Rolv Erik Ryssdal, announced that MPI’s extraordinary general meeting to be held on 25 February 2019 will resolve to change MPI’s name to Adevinta ASA.
The minutes from the Extraordinary General Meeting is attached and available on www.schibsted.com.
Oslo, 25 February 2019
SCHIBSTED ASA
Espen Risholm
Investor Relations Officer
This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.