Schibsted has one class of shares, with equal rights linked to each share.
Restrictions on ownership and voting rights
Based on Schibsted’s publishing responsibilities and role in society as a media company, Schibsted’s independence and integrity are ensured through restrictions on ownership and voting rights stated in the Articles of Association. Article 6 states that no shareholder may own or vote at the general meetings in respect of more than 30 per cent of the shares.
Article 7 states that important decisions relating to the Group’s key companies are to be submitted to Schibsted’s shareholders for their approval. According to the wording of this provision, any amendments to the Articles of Association or any sales of shares or operations or corresponding transactions in any subsidiary are to be submitted to Schibsted’s General Meeting for approval, provided these are not intercompany transactions, which are exempt in their entirety. Through annual resolutions, the General Meeting can authorise the Group Board to manage further specified parts of the protection which is inherent in this provision. Such an authorisation was granted at the 2010 Annual General Meeting and it will be proposed that this authorisation be renewed at this year’s Annual General Meeting. In total, the proposed authorisation means that major transactions will not be covered by the Group Board’s authorisation and must therefore be submitted to Schibsted’s General Meeting. The proposal is explained in further detail in the notice calling the General Meeting.
Transactions involving own shares
The acquisition of own shares, in accordance with the Group Board’s authorisation referred to in item 3 of this report, is to take place in the market at the stock exchange price and in accordance with generally accepted Norwegian stock exchange practices. The disposal of acquired shares should be performed in the market, as settlement for the purchase of operations, to general share schemes for the Group’s employees and to the Group’s long-term incentive (LTI) programme for selected Group managers. The Group’s LTI programme is described in further detail in the Board’s declaration regarding the determination of salary and other remuneration to the management (the Management Remuneration Declaration) and in the notice calling the General Meeting.
Transactions with close associates
Blommenholm Industrier is Schibsted’s largest shareholder. The Board of Blommenholm Industrier consists of John A. Rein (chair), Ole Jacob Sunde and Per Egil Hegge. Ole Jacob Sunde is the chair of Schibsted’s Group Board. The Tinius Trust controls Blommenholm Industrier. The Tinius Trust board consists of Ole Jacob Sunde (chair), John A. Rein and Per Egil Hegge. Schibsted director Karl-Christian Agerup has been elected as Ole Jacob Sunde’s personal alternate member on the boards of the Tinius Trust and Blommenholm Industrier.
Further information on the Tinius Trust may be found here, in the trust’s own annual report or on the trust’s website www.tinius.com.
Formuesforvaltning, in which Ole Jacob Sunde is a major shareholder, has a management agreement with Blommenholm Industrier.
Christian Ringnes controls the company that rents offices to Schibsted’s head office in Tallinn, Eesti Meedia.