Schibsted ASA (SCH) - Annual General Meeting 11 May 2012
(Thomson Reuters ONE) -
The Annual General Meeting of Schibsted ASA was held on 11 May 2012 in the
Company's premises at Apotekergaten 10 in Oslo.
Approval of the annual financial statements for 2011 (item 4)
The General Meeting approved the Board's proposal regarding the income statement
for 2011 and balance sheet as at 31 December 2011 for Schibsted ASA and the
Schibsted Group, including the Board's report for 2011. The General Meeting
considered the Board's report on Corporate Governance.
Dividend for 2011 (item 5)
The General Meeting approved the Board's proposal regarding the appropriation of
the profit for the year. In line with the Board's proposal, it was decided to
pay dividend for 2011 of NOK 3.50 per share, excluding shares owned by the
Group.
Auditor's fee (item 6)
The General Meeting approved the auditor's fee of NOK 790.000
Extension of the Board's authorisation to buy back Company shares (item 7)
The General Meeting resolved to extend the Board's authorisation to buy back
shares in Schibsted ASA pursuant to the Norwegian Public Limited Companies Act
on the following conditions:
a) The authorisation is valid until the next Annual General Meeting
of Schibsted ASA in 2012 (i.e. until no later than 30 June 2013).
b) The total nominal value of the shares acquired under this
authorisation may not exceed NOK 10,800,361.
c) 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.
d) The Board is free to decide the acquisition method and possible
later sale of the shares.
The authorisation may also be used to buy or sell shares in takeover situations.
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 (item 9)
The General Meeting approved the Board's guidelines for determining management
salaries in Schibsted ASA, including guidelines regarding share-purchase
programme, as stated in the Board's declaration.
Election of shareholder-elected directors (item 10)
Blommenholm Industrier has exercised its right according to article 8 of the
Articles of Association to appoint one director directly. Blommenholm Industrier
has appointed Ole Jacob Sunde. The Board was elected for one year and consists
of the following shareholder-elected directors:
Ole Jacob Sunde (Chairman)
Karl-Christian Agerup
Eva Berneke
Marie Ehrling
Christian Ringnes
Arnaud de Pu yfontaine (new)
Eugenie van Wiechen (new)
Fees payable to the Board (item 11)
The Nomination Committee's proposal was adopted. The fees were set as follows:
a) Directors' fees
The Chairman of the Board's fee was set at NOK 730,000. The fee
payable to the other directors was set at NOK 315,000. An additional fee of up
to NOK 100,000 can be granted to non-resident (outside Oslo) board members. The
fee payable to alternate directors was set at NOK 16,000 per attendance at a
meeting.
b) Fees payable to members of the Group Board's Compensation
Committee.
The fees were set at NOK 85,000 for the Committee's Chairman and NOK
55,000 for the Committee's other members.
c) Fees payable to members of the Group Board's Audit Committee.
The fees were set at NOK 125,000 for the Committee's Chair and NOK
80,000 for the Committee's other members.
Fees payable to the Nomination Committee (item 12)
The fees payable to the Nomination Committee's members were set at NOK 16,000
per meeting for the Nomination Committee's Chairman and NOK 11,000 per meeting
for the two other members of the Nomination Committee.
Election of Election Committee (item 13)
The present members of the Election Committee were re-elected for a new to
years' period. Members: John A Rein (leader), Nils Bastiansen, Gunn Wærsted.
Authorisation to the Group Board pursuant to Article 7 of the Articles of
Association (item 14)
The General Meeting approved the Board's proposed renewal of the Board's
authorisation linked to the exercise of some of the protection which is inherent
in Article 7 of Schibsted's Articles of Association.
Following this Annual General Meeting, the wording of the authorisation is as
follows:
"Pursuant to the third paragraph of Article 7 of the Articles of Association,
the Board of Directors is authorised to make decisions on the following matters
referred to in the second paragraph, litra a of Article 7 of the Articles of
Association:
a) Voting relating to amendments to subsidiaries' Articles of Association.
b) Decisions to sell shares or operations, including private placements,
mergers or demergers, in subsidiaries when the net payment (sales amount, merger
or demerger payment, etc) does not exceed NOK 1 billion after financial
adjustments.
Within the framework of the Group CEO's general authorisation, the Board of
Directors may delegate its authority pursuant to this authorisation to the
management.
A director appointed pursuant to the second paragraph of Article 8 of the
Articles of Association may demand that certain matters which are covered by
this authorisation are nonetheless to be submitted to the General Meeting for
its decision.
This authorisation applies until the next Annual General Meeting."
For details regarding the voting on each item, please refer to the enclosed
overview.
Oslo, 11 May 2012
Schibsted ASA
Rolv Erik Ryssdal
Group CEO
This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
Voting Protocol for Annual General Meeting 2012:
http://hugin.info/131/R/1611433/512544.pdf
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Schibsted via Thomson Reuters ONE
[HUG#1611433]
Unternehmensinformation / Kurzprofil:
Datum: 11.05.2012 - 14:37 Uhr
Sprache: Deutsch
News-ID 145579
Anzahl Zeichen: 7203
contact information:
Town:
Oslo
Kategorie:
Business News
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