Schibsted : Notice of Annual General Meeting (English)

NOTICE OF ANNUAL GENERAL MEETING

SCHIBSTED ASA

THURSDAY 6 MAY 2021 AT 14.00

The shareholders of Schibsted ASA (the "Company") are hereby given notice of the Annual General Meeting to be held at 14:00 on Thursday 6 May 2021.

As a result of the Covid-19 pandemic the Annual General Meeting will be held as a digital meeting only. Consequently, it will not be possible to attend the Annual General Meeting in person. Information about how to attend the Annual General Meeting is set out in Appendix 1.

The annual report for 2020 and other relevant documents are available on the Company's website (www.schibsted.com/ir/).

Agenda:

1. Election of chair
2. Approval of the notice of the Annual General Meeting and agenda
3. Election of a representative to co-sign the minutes of the Annual General Meeting together with the chair
4. Approval of the financial statements for 2020 for Schibsted ASA and the Schibsted Group, including the Board of Directors' Report for 2020, as well as consideration of the statement on corporate governance
   The financial statements, accompanying notes, and the Board of Directors' Report are included in the annual report.
   Resolution proposal:"The General Meeting approved the financial statements for 2020 for Schibsted ASA and the Schibsted Group, including the Board of Directors' Report for 2020. The General Meeting took into consideration the statement on corporate governance."
5. Approval of the auditor's fee for 2020

Resolution proposal: "The General Meeting approved the auditor's fee of NOK 1,264,200."

1. Election of new auditor from 2022
   The Company has performed an audit tender process for the purpose of electing a new auditor effective from the fiscal year 2022. The Audit Committee has recommended to elect PWC or KPMG as the Company's new auditor, with PWC as the preferred choice based on a thorough assessment. The recommendation is available on the Company's website (www.schibsted.com/ir). The Board supports the Audit Committee's assessment and recommendation.
   Resolution proposal: "The General Meeting approved the election of PWC as Schibsted ASA's auditor from the fiscal year 2022."
2. Remuneration Policy
   In accordance with section 6-16 a) of the Norwegian Public Limited Liability Companies Act, the Board of Directors has prepared a remuneration policy for the Company's senior executives (the "Remuneration Policy"). Pursuant to section 5-6 (3) of the same Act, the Remuneration Policy shall be submitted to the Annual General Meeting for approval. Subject to approval by the Annual General Meeting, the Remuneration Policy may apply for a period up to four years.

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The proposed Remuneration Policy is available on the Company's website (www.schibsted.com/ir)

Resolution proposal:

"The General Meeting approved the Company's policy for remuneration to senior executives."

1. The Nomination Committee's report on its work during the period 2020-2021
   The Nomination Committee's report is available on the Company's website (www.schibsted.com/ir). The Nomination Committee will present its report at the Annual General Meeting.
2. Election of shareholder-elected directors
   A presentation of the Nomination Committee's proposals for shareholder-elected board members and for Board Chair can be found at www.schibsted.com/ir.
   As set out in the Nomination Committee's proposal, Christian Ringnes and Birger Steen will not stand for re-election, and the Nomination Committee has proposed two new shareholder elected Board members, Rune Bjerke and Hugo Maurstad. The shareholder-elected board members are elected for one year at a time. The shareholders are invited to vote on each of the proposed directors.
   Pursuant to Article 8 of the Company's Articles of Association, Blommenholm Industrier AS has exercised its right to directly appoint one director and has notified the Company that they wish to appoint Ole Jacob Sunde. The Nomination Committee considers all shareholder-elected board members, with exception of Ole Jacob Sunde and Karl-Christian Agerup, to be independent.
   Resolution proposal:"The General Meeting approves the Nomination Committee's proposals regarding shareholder-elected directors for the period 2021-2022."
3. The Nomination Committee's proposal regarding directors' fees, etc.
   The General Meeting shall determine the Board of Director's fees, including fees payable to directors who take part in committee work. The fees for the coming period, including the additional fees, are to be determined in advance. All fees are payable at the end of the term of office.
   The proposal regarding fees for the period from the Annual General Meeting 2021 until the Annual General Meeting in 2022 is as follows (figures for the period 2020-2021 in brackets):
4. 1. Director's fee: Proposed fee payable to the Board Chair: NOK 1,190,000 (1,102,000).
      Proposed fee payable to other directors: NOK 558,000 (517,000).
      Additional fees: The Nomination Committee has set the additional fee to NOK 50,000 (50,000) for directors who reside outside the Oslo region but in a Nordic country, and to NOK 100,000 (100,000) for directors who reside outside the Oslo region and outside the Nordic region.
   2. Fees payable to the Board's alternate members:The fee payable to the Board's alternate members is proposed to be NOK 26,000 (24,000) per meeting.
   3. Fees payable to members of the Group Board's Compensation Committee:The fee payable to the Compensation Committee's members is proposed to be NOK 140,000 (130,000) for the Chair of the Committee and NOK 92,000 (85,000) for the Committee's other members.
   4. Fees payable to members of the Group Board's Audit Committee:The fees payable to the Audit Committee's members are proposed to be NOK 207,000 (192,000) for the Chair of the Committee and NOK 127,000 (118,000) for the Committee's other members.

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Resolution proposal:"The General Meeting approved the Nomination Committee's proposal regarding fees payable to the Board of Directors and the Board of Director's committees for the period from the Annual General Meeting in 2021 to the Annual General Meeting in 2022."

11. The Nomination Committee - fees

The proposed annual fee for the Nomination Committee is (figures for the period 2020-2021 in brackets) NOK 146,000 (139,000) for the Chair and NOK 90,000 (86,000) for the Committee's other members.

Resolution proposal:"The General Meeting approved the Nomination Committee's proposal regarding fees for the period from the Annual General Meeting in 2021 to the Annual General Meeting in 2022."

12. Election of members to the Nomination Committee

The current Nomination Committee consists of John A. Rein (Chair), Spencer Adair and Ann Kristin Brautaset. The Chair of the Nomination Committee, John A. Rein, will not stand for re-election, and the Nomination Committee proposes that he be replaced by Kjersti Løken Stavrum. The Nomination Committee further proposes to re-elect the members Spencer Adair and Ann Kristin Brautaset.

According to Article 10 of the Company's Articles of Association, the members of the Nomination Committee shall be elected for a period of two years.

The shareholders are invited to vote on each of the proposed members.

Resolution proposal: "The General Meeting approved the Nomination Committee's proposal regarding the members of the Nomination Committee for the period 2021-2023."

13. Granting of authorisation to the Board of Directors to administer some of the protection inherent in Article 7 of the Articles of Association

Article 7 of the Company's Articles of Association guarantees that important decisions concerning the Group's core activities are submitted to Schibsted's shareholders for final resolution.

Article 7 of the Articles of Association states the following:

"Any resolutions to amend the Articles of Association, shall be passed by the General Meeting and shall require the endorsement of more than (i) 3/4 of the share capital represented in the relevant General Meeting and (ii) 3/4 of the A-shares represented in the relevant General Meeting.

The first paragraph applies likewise to decisions relating to, or votes taken on:

1. Amendments to the Articles of Association of directly or indirectly owned subsidiaries or the sale of shares or activities, including private placements, mergers and demergers, in such subsidiaries to anyone other than another company in the Schibsted Group.
2. The assignment of Aftenposten's and Verdens Gang's publication rights to anyone other than another company in the Schibsted Group.

With the majority stated in the first paragraph, the General Meeting can decide to grant the Board of Directors authorization to make decisions in matters referred to in the second paragraph, subparagraphs a) and b).

The Board shall ensure that the Articles of Association of subsidiaries include the provisions necessary to ensure that this regulation is implemented."

Pursuant to Article 7 paragraph three of the Articles of Association, the Annual General Meeting is asked to authorize the Board of Directors to administrate further specified parts of the protection

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inherent in the provision. The proposed authorization is identical to the authorization granted at the Annual General Meeting in 2020 and is worded as follows:

"Pursuant to the third paragraph of Article 7 of the Articles of Association, the Board of Directors is authorized to make decisions on the following matters referred to in the second paragraph, subparagraph a) of Article 7 of the Articles of Association:

1. Voting relating to amendments to subsidiaries' Articles of Association.
2. 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 4 billion after financial adjustments.

Within the framework of the Group CEO's general authorization, the Board of Directors may delegate its authority pursuant to this authorization 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 authorization must nonetheless be submitted to the General Meeting for its decision.

The authorization is valid until the next Annual General Meeting of Schibsted ASA in 2022."

Resolution proposal:"The General Meeting authorized the Board of Directors to administer parts of Article 7 of Schibsted's Articles of Association in accordance with the proposed authorization as worded above. The authorization is valid from the Annual General Meeting in 2021 until the Annual General Meeting in 2022."

14. Authorization to the Board of Directors to buy back Company shares

The Board of Directors proposes that the General Meeting resolves to grant the Board of Directors an authorization to buy back up to 10% of the Company's shares for a period from the date of this Annual General Meeting and until the Annual General Meeting of the Company in 2022, but in no event later than 30 June 2022. The shares may serve as settlement or compensation in the Company's long-term incentive schemes, as well as the Employee Share Saving Plan. The shares may also be used as settlement in acquisitions and to improve the company's capital structure.

The Company has a share capital of NOK 117,130,512 divided into 104,459,958 A-shares and 129,801,066 B-shares, each with a nominal value of NOK 0.50.

Resolution proposal:

1. "The Board of Directors is authorized pursuant to the Norwegian Public Limited Liability Companies Act to acquire and dispose of own shares in Schibsted ASA.
2. The authorization is valid until the next Annual General Meeting of Schibsted ASA in 2022, but in no event later than 30 June 2022.
3. The total nominal value of the shares acquired or held by the Company may not exceed NOK 11,713,051.
4. The minimum amount which can be paid for the shares is NOK 30, and the maximum amount is NOK 1,000.
5. The Board is free to decide on the acquisition method and possible subsequent sale of the shares.
6. The shares may serve as settlement in the Company's share based long-term incentive schemes, as well as the Employee Share Saving Plan, and may be used as settlement in acquisitions, and to improve the capital structure of the Company. The shares may not be used in a take-over situation cf. section 6-17 (2) of the Norwegian Securities Trading Act".

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15. Authorization to the Board of Directors to increase the share capital

As in previous years, the Board of Directors proposes that the Annual General Meeting grants to the Board of Directors an authorization to issue new shares in the Company. The Board of Directors believes it is in the Company's interest to have the flexibility to raise capital in order to ensure that the Company is equipped to participate in value accretive opportunities going forward, which in turn will allow the Company to execute on its growth strategy.

In line with previous authorizations, the proposed authority shall only be used to issue B-shares, and is limited to 10% of the share capital within the B-share class. The proposed authority includes the right to set aside the pre-emptive rights of existing shareholders.

Resolution proposal:

1. "The Board of Directors is authorized pursuant to the Public Limited Liability Companies Act section 10-14 (1) to increase the Company's share capital by up to NOK 6,490,053. Subject to this aggregate amount limitation, the authority may be used on more than one occasion.
2. The authority may only be used to issue B-shares.
3. The authority shall remain in force until the Annual General Meeting in 2022, but in no event later than 30 June 2022.
4. The pre-emptive rights of the shareholders under section 10-4 of the Public Limited Liability Companies Act may be set aside.
5. The authority covers capital increases against contributions in cash and contributions other than in cash. The authority covers the right to incur special obligations for the Company, ref. section 10-2 of the Public Limited Liability Companies Act. The authority covers resolutions on mergers in accordance with section 13-5 of the Public Limited Liability Companies Act."

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