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Expert Corporate Governance Service (ECGS)
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Schibsted - AGM 03 May 2019

In general, Schibsted is in compliance with the Norwegian regulations relating to the organisation and procedures of the AGM.

Under ITEM 6, the board of directors seeks approval of the auditor's remuneration. In view of the substantial amount of non-audit fees, ECGS recommends to vote OPPOSE.

Under ITEM 8b, the board of directors seeks approval to establish a LT incentive plan. ECGS notes that, under the Plan, members of the executive management will be entitled to performance in the event of below median peer group performance. In ECGS' view, the conditional grant of performance shares should cease in case of such a performance. ECGS therefore recommends to vote OPPOSE.

Under ITEMS 9a-9g, the (re-)election of the board of directors is proposed.

In view of concerns over aggregate time commitments and other concerns, ECGS recommends to vote OPPOSE to the (re-)election of: Mr. Ole Jacob Sunde (ITEM 9a) and Mr. Philippe Vimard (ITEM 9f).

Under ITEM 10, the nomination committee proposes to increase the remuneration of the board of directors by slightly over 3.0%. In ECGS' view the current fees are already at the upper level of Norwegian market practice for a company with the size and complexity of Schibsted and it therefore does not approve of any increases without adequate justification. Since the proposal is not adequately justified, ECGS recommends to vote OPPOSE.

Under ITEM 13, it is proposed to administrate some of the protection in Article 7 of the Company's Articles of Association. ECGS is not in favour of the influence of major shareholder Blommenholm Industrier, which is considered to be disproportionate to its ownership. Accordingly, ECGS recommends to vote OPPOSE.

Finally, under ITEM 14, the board of directors seeks authority to repurchase own shares. Even though the magnitude of the authorisation requested would meet its guidelines, ECGS notes that it is mandatory under the Norwegian Public Limited Companies Act for share repurchase authorisations covering multiple purposes, to hold a separate vote on each different purpose. Since the authority requested is proposed to cover multiple purposes, ECGS recommends to vote OPPOSE.

Underlying
Schibsted A

Schibsted is engaged in the media industry and has four segments: Online classifieds, which include the Norwegian online marketplace and operations outside Norway; Schibsted Norge media house, which includes the media houses VG, Aftenposten, Bergens Tidende, Stavanger Aftenblad and Faedrelandsvennen, printing and distribution operations, and the publishing house Schibsted Forlag; Schibsted Sverige media house, which includes media houses Aftonbladet and Svenska Dagbladet and a portfolio of internet-based growth companies; and Media Houses International, which includes of free newspapers 20 Minutes in Spain and France and Eesti Meedia Group comprising of operations in the Baltic States.

Provider
Proxinvest
Proxinvest

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Expert Corporate Governance Service (ECGS)

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