Schibsted ASA (SCHA/SCHB) - Extraordinary General Meeting 25 February 2019
25 2월 2019 - 6:10PM
An Extraordinary General Meeting of Schibsted ASA
("Schibsted") was held on 25 February 2019 at
Schibsted's premises at Akersgata 55 in Oslo.
All proposals on the agenda were adopted, cf. the
notice of the Extraordinary General Meeting that was published 24
January 2019, including the following:
-
The Extraordinary General Meeting approved the
joint demerger plan dated 24 January 2019 for the demerger of
Schibsted with its wholly-owned subsidiary Marketplaces
International ASA ("MPI") as assignee company
(the "Demerger"). As a consequence,
Schibsted's share capital will be decreased by NOK 28,881,246.548
by reducing the nominal value of the shares to
NOK 0.379.
-
The Extraordinary General Meeting resolved to
increase the share capital in Schibsted by way of a capitalisation
issue in accordance with the Companies Act § 10-20 with effect from
the completion of the Demerger. The share capital will be increased
by NOK 28,881,246.548 by increasing the nominal
value of the shares to NOK 0.50.
-
The Extraordinary General Meeting approved the
following members to constitute the new Board of Directors of MPI:
Orla Noonan (Chairman), Kristin Skogen Lund, Peter Brooks-Johnson,
Terje Seljeseth, Sophie Javary and Fernando Abril-Martorell
Hernández.
-
The Extraordinary General Meeting resolved to
instruct Schibsted, acting as the general meeting of MPI, to
resolve an annual remuneration similar to that in Schibsted to the
members of MPI's new Board of Directors, compensation committee and
audit committee for their initial terms, subject to the completion
of the Demerger.
-
The Extraordinary General Meeting resolved,
subject to completion of the Demerger, to instruct Schibsted,
acting as the general meeting of MPI, to grant the Board of
Directors of MPI an authority to increase the share capital of MPI
by a maximum of NOK 7,465,964 within the B-share class. The
authorisation also covers share capital increases by contribution
in kind and resolutions on mergers. The authority includes the
right to set aside the pre-emptive rights of existing
shareholders.
-
The Extraordinary General Meeting resolved,
subject to the completion of the Demerger, to instruct Schibsted,
acting as the general meeting of MPI, to grant the Board of
Directors of MPI an authority to buy back own shares at a total
nominal value of NOK 13,622,957. The maximum amount that may be
paid for each share is NOK 750 and the minimum is NOK 20.
-
The Extraordinary General Meeting resolved,
subject to the completion of the Demerger, to grant the Board of
Directors of Schibsted authority to administer the protection
inherent in Article 7 of the Articles of Association of Schibsted
with respect to MPI.
Further, MPI's CEO, Rolv Erik Ryssdal, announced
that MPI's extraordinary general meeting to be held on 25 February
2019 will resolve to change MPI's name to Adevinta ASA.
The minutes from the Extraordinary General Meeting
is attached and available on www.schibsted.com.
Oslo, 25 February 2019
SCHIBSTED ASA
Espen Risholm
Investor Relations Officer
This information is subject to the disclosure
requirements pursuant to section 5 -12 of the Norwegian Securities
Trading Act.
Minutes from the Extraordinary
General Meeting
This
announcement is distributed by West Corporation on behalf of West
Corporation clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Schibsted via Globenewswire
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