Report
Expert Corporate Governance Service (ECGS)
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Schibsted - February 25, 2019

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


Under ITEM 3, the board of directors seeks approval of a demerger of Schibsted. ECGS endorses the view of the board of directors that a split of the Company could enhance the prerequisites to successfully develop the respective businesses under separate leadership. ECGS also acknowledges the strategic rationale of the demerger. As demerger consideration, shareholders of Schibsted will receive one series A share in MPI for each series A share owned in Schibsted (1:1) and one series B share in MPI for each series B share owned in Schibsted (1:1). Due to legal constraints, MPI will initially inherit Schibsted's share structure with Series A- and B shares carrying different voting rights. However, Schibsted, as a majority owner, will support a simplified governance structure without ownership or voting limitations and an amalgamation into only one series of shares in due course, which ECGS strongly welcomes. As a matter of principle, ECGS is supportive towards corporate spin-offs as they give shareholders the ability to choose whether they will continue to be exposed to the more 'newspaper and online classified businesses in the Nordic countries' (Schibsted) and/or 'managing online marketplaces' (MPI), if not they can simply sell their shares. In addition, MPI will initially be backed-up by Schibsted as a long-term shareholder (with an interest of 65%, thereby giving MPI sufficient substance to operate on a stand-alone basis. Based on the analysis above, ECGS recommends to vote FOR the demerger plan.


Under ITEMS 5a-5f, the election of the board of directors of MPI is proposed.


In light of insufficient independent representation on the (future) MPI board, ECGS recommends to vote OPPOSE to the election of: Ms. Kristin Skogen Lund (ITEM 5b), Mr. Terje Seljeseth (ITEM 5d) and Ms. Sophie Javary (ITEM 5e).
Under ITEM 5f, the board of directors of Schibsted proposes to newly appoint a candidate to be announced ahead of the EGM. To date of this report, the name of said candidate has not been announced yet. In ECGS' view this is a significant corporate governance breach and totally unlike best practice. ECGS therefore recommends to vote OPPOSE.

Underlying
Schibsted B

Provider
Proxinvest
Proxinvest

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Expert Corporate Governance Service (ECGS)

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