Schibsted : AGM 2024 Notice English

NOTICE OF ANNUAL GENERAL MEETING

SCHIBSTED ASA

FRIDAY 26 APRIL 2024 AT 10:30 CEST

The shareholders of Schibsted ASA (the "Company") are hereby given notice of the Annual General Meeting to be held at 10:30 CEST on Friday

26 April 2024.

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. To join the meeting please use the following link: https://dnb.lumiagm.com/170704029.Information about how to attend the Annual General Meeting is set out in Appendix 1.

The annual report for 2023 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 2023 for Schibsted ASA and the Schibsted Group, including the Board of Directors' Report for 2023, 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 2023 for Schibsted ASA and the Schibsted Group, including the Board of Directors' Report for 2023. The General Meeting took into consideration the statement on corporate governance.

5. Approval of the Board of Directors' proposal regarding share dividend for 2023

The Board of Directors proposes paying a dividend for 2023 of NOK 2.00 per share. Dividend will be paid out on 8 May 2024. The Schibsted share will be traded on the Oslo Stock Exchange exclusive of dividend as from 29 April 2024. Otherwise, refer to the stock exchange notice dated 7 February 2024.

Resolution proposal:

The General Meeting approved the Board of Director's proposal regarding dividend for the 2023 financial year of NOK 2.00 per share, excluding shares owned by the Group.

6. Approval of the auditor's fee for 2023

The Board of Directors proposes that the fees for the legally required audit performed by PwC, the Company's external auditor for 2023, in the amount of NOK 2 553 857 are approved.

Resolution proposal:

The General Meeting approved the auditor's fees in the total amount of NOK 2 553 857.

7. Advisory vote on Remuneration Report

In accordance with section 6-16b of the Norwegian Public Limited Liability Companies Act, the Board of Directors has prepared a report of the paid and outstanding remuneration to the Company's senior executives for the accounting year of 2023 (the "Remuneration Report"). The Remuneration Report has been reviewed by the Company's auditor in accordance with section 6-16b (4) of the Norwegian Public Limited Liability Companies Act.

The General Meeting shall hold an advisory vote on the Remuneration Report.

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

Resolution proposal:

The General Meeting endorsed the Company's report on the remuneration to the Company's senior executives.

8. The Nomination Committee's report on its work during the period 2023-2024

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.

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9. Election of shareholder-elected directors

A presentation of the Nomination Committee's proposals for shareholder-elected board members can be found at www.schibsted.com/ir.

As set out in the Nomination Committee's proposal, Hugo Lund Maurstad and Satu Huber will not stand for re-election. The Nomination Committee has proposed Natasha ten Cate and Rolv Erik Ryssdal as new shareholder-elected Board members. 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 it will appoint Karl-Christian Agerup as a Board member.

The Nomination Committee considers all shareholder-elected board members, with exception of Karl-Christian Agerup, to be independent.

Resolution proposal:

The General Meeting approves the Nomination Committee's proposals regarding shareholder-elected directors for the period 2024-2025.

10. Election of Chair and Deputy Chair

Subject to the General Meeting's approval of the Nomination Committee's proposals for shareholder-elected board members, as set out under item 9, the Nomination Committee proposes that Karl-Christian Agerup and Rune Bjerke are elected as Chair and Deputy Chair, respectively, of the Board.

Resolution proposal:

The General Meeting approves the Nomination Committee's proposal regarding the appointment of Karl-Christian Agerup as Chair and Rune Bjerke as Deputy Chair of the Board for the period 2024-2025.

11. 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 Nomination Committee's proposal regarding fees for the period from the Annual General Meeting 2024 until the Annual General Meeting in 2025 is as follows (figures for the period 2023-2024 in brackets):

In addition, the Nomination Committee proposes to introduce a requirement for shareholder elected Board member to use at least 30% of their net annual Board fee (excluding additional fees for committee work or travel) to purchase shares in the Company until the relevant shareholder elected board member (including related parties) owns shares with a total value equal to the gross annual Board fee (excluding additional fees for committee work or travel). The candidates for shareholder elected board members shall be informed of the requirement and by accepting their nomination they shall be deemed to have accepted the share purchase requirement. For further information please see the Nomination Committee's report available on the Company's website (www.schibsted.com/ir).

Resolution proposal:

The General Meeting approved the Nomination Committee's proposal regarding fees payable to the Board of Directors and the Board Committees for the period from the Annual General Meeting in 2024 to the Annual General Meeting in 2025.

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12. The Nomination Committee - fees

The proposed annual fee for the Nomination Committee is (figures for the period 2023-2024 in brackets):

Resolution proposal:

The General Meeting approved the Nomination Committee's proposal regarding fees for the period from the Annual General Meeting in 2024 to the Annual General Meeting in 2025.

13. Amendments to the Company's Articles of Association - number of members in the Nomination Committee

Pursuant to the Articles of Association the Nomination Committee shall consist of three members. The board proposes to amend the Articles of Association to allow the Nomination Committee to consist of three to four members following the General Meeting's resolution.

Resolution proposal:

Article 10 section 3 is amended to read:

"3. Election of an Election Committee at the end of the service period. The Election Committee shall consist of 3-4 members. The chairman of the Election Committee is elected by the General Meeting. The Election Committee is elected for 2 years."

14. Election of new Chair of the Nomination Committee

The current Nomination Committee consists of Kjersti Løken Stavrum (Chair), Ann Kristin Brautaset and Kieran Murray and was elected at the Annual General Meeting in 2023 for a period of two years. Kjersti Løken Stavrum has informed the Nomination Committee that she wishes to withdraw from the Committee with effect from the Annual General Meeting in 2024. On this basis, the Nomination Committee proposes to elect Trond Berger as the new Chair of the Nomination Committee for a period of two years from the Annual General Meeting in 2024.

Resolution proposal:

The General Meeting elects Trond Berger as new Chair of the Nomination Committee for a period of two years.

15. Granting of authorization 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)

• of the share capital represented in the relevant General Meeting and (ii) ¾ 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 inherent in the provision. The proposed authorization is identical to the authorization granted at the Annual General Meeting in 2023:

"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:

a) Voting relating to amendments to subsidiaries' Articles of Association.

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1. 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 6 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 2025."

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 2024 until the Annual General Meeting in 2025.

16. Reduction of share capital by redemption of own shares

On 9 December 2022, the Company announced a share buyback program with a total frame of up to 4% of the issued shares with a maximum value of NOK 1.7 billion. The buyback program was completed in September 2023.

At the annual general meeting in 2023, the General Meeting decided to reduce the share capital by redemption of 3 328 055 own shares, acquired in the period up to 27 March 2023. Following the reduction of the share capital, the Company acquired additional A-shares and B-shares as part of the aforesaid buy-back program, and currently owns 2 423 946 A-shares and 3 114 457 B-shares.

The Company's Board of Directors proposes to redeem shares acquired as part of the buyback program, namely 2 423 946 A-shares and 2 614 457 B-shares, by way of share capital reduction in accordance with section 12-1 first subparagraph (2) of the Norwegian Public Limited Liability Companies Act. The Board proposes to retain the remaining 500 000 B-shares to be used in the Company's share-based incentive schemes.

Following the proposed reduction, the Company will have a share capital of NOK 112 947 283 divided into 100 538 332 A-shares and 125 356 234 B-shares each with a nominal value of NOK 0.50. Following the adoption of the proposed redemption of shares, Schibsted ASA will own no A- shares and 500 000 B-shares equal to approximately 0,22% of its share capital.

Pursuant to section 12-2 of the Norwegian Public Limited Liability Companies Act, the Company's auditor has confirmed that after the reduction, the company's non-distributable equity will be fully covered. The confirmation is available on the Company's website (www.schibsted.com).

Resolution proposal:

1. The company's share capital shall be reduced by NOK 2 519 201.50 through the redemption of 5 038 403 own shares (2 423 946 A-shares and 2 614 457 B-shares), to NOK 112 947 283 consisting of 100 538 332 A-shares and 125 356 234 B-shares, each with a nominal value of NOK 0.50.
2. Section 4 of the articles of association shall be amended so as to reflect the share capital and the number of shares after the share capital reduction.

17. 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 2025, but in no event later than 30 June 2025. The shares may serve as settlement or compensation in the Company's share based incentive schemes, as well as the Employee Share Saving Plan. The shares may also be used to improve the company's capital structure.

The Company will, following the reduction of share capital in item 16 above, have a share capital of NOK 112 947 283 divided into 100 538 332 A- shares and 125 356 234 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 2025, but in no event later than 30 June 2025.
3. The total nominal value of the shares acquired or held by the Company may not exceed NOK 11 294 728.
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 of Directors 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 employee share saving plan, 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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18. 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 6 267 811. 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 2025, but in no event later than 30 June 2025.
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.

19. Approval of the sale Company's news media operations

Background

On 22 March 2024, the Company entered into an agreement with Blommenholm Industrier AS ("Blommenholm Industrier"), a wholly owned subsidiary of the Tinius Trust, regarding a sale of the Company's news media operations by way of a sale of all the shares in Schibsted Norge AS (the "Transaction"). The Transaction will result in the Schibsted Group splitting in two; one media company wholly owned by Blommenholm Industrier ("Schibsted Media") and one publicly listed company consisting of the business areas Nordic Marketplaces, which includes Delivery and Growth & Investments ("Schibsted Marketplaces").

A statement from the Board of Directors with a more detailed description of the Transaction is available on the Company's website (www.schibsted.com/ir).

PricewaterhouseCoopers AS ("PWC") has issued an independent expert statement in accordance with the Public Limited Liability Companies Act section 3-14, cf. 2-6. The statement is made available on the Company's website (www.schibsted.com/ir).

Approval of the Share Purchase Agreement

Pursuant to the Company's Articles of Association section 7 second paragraph, any decision relating to the sale of shares or activities in directly or indirectly owned subsidiaries in the Schibsted Group, as well as the assignment of Aftenposten's and Verdens Gang's publication rights to anyone other than another company in the Schibsted Group, shall be passed by the General Meeting and shall require the endorsement of more than (i) ¾ of the share capital represented in the relevant General Meeting and (ii) ¾ of the A-shares represented in the relevant General Meeting.

Furthermore, the Norwegian Public Limited Liability Companies Act section 3-13, requires a material agreement between the Company and a related party to be approved by the general meeting. Blommenholm Industrier is a related party to the Company. Approval under the Norwegian Public Limited Liability Companies Act section 3-13 requires a majority of the votes cast. In the vote pursuant to the Norwegian Public Limited Liability Companies Act section 3-13, Blommenholm Industrier AS does not have the right to vote.

Considering that Blommenholm Industrier does not have the right to vote under the Norwegian Public Limited Liability Companies Act section 3- 13 but has the right to vote in accordance with section 7 of the Articles of Association, the Company proposes to hold two separate votes.

The Company proposes that the General Meeting approves the Share Purchase Agreement as described above.

Resolution proposal (a):

The General Meeting approved the Share Purchase Agreement between the Company and Blommenholm Industrier AS in accordance with section 7 second paragraph of the Articles of Association.

Resolution proposal (b):

The General Meeting approved the Share Purchase Agreement between the Company and Blommenholm Industrier AS in accordance with section 3-13 of the Norwegian Public Limited Liability Companies Act.

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20. Authorization to the Board of Directors to distribution of extraordinary dividends

Upon completion of the offer for Adevinta ASA by Aurelia Bidco Norway AS which was announced on 21 November 2023, the Company will receive total cash proceeds of approximately NOK 24 billion. The Board considers that an extraordinary dividend should be paid out following the completion of the offer. Reference is made to the stock exchange notice dated 22 March 2024 regarding the proposed capital return package. In order to allow the Company to pay out dividend following the completion of the Adevinta offer, the Board proposes that the general meeting authorizes the Board to decide on an extraordinary dividend within the limit of the distributable reserves based on the annual accounts for 2023. Subject to completion of the Adevinta offer, the Board intends to call an extraordinary general meeting to resolve additional dividend payments during Q3.

Resolution proposal:

1. The board of directors is authorized pursuant to the Norwegian Public Limited Liability Companies Act section 8-2(2) to approve the distribution of dividends based on the Company's annual accounts for 2023.
2. The authority shall remain in force until the annual general meeting in 2025.

21. Amendments to the Articles of Association

Section 3 of the Company's Articles of Association currently states:

"The purpose of the Company is to engage in the information business, as well as related business activities.

The shareholders shall enable the Company to operate its information business in such a way that editorial freedom and integrity are fully ensured. The requirement for editorial freedom and integrity shall apply to all media and publications encompassed by the Norwegian and international activities of the Schibsted Group."

Following the sale of the Company's news media operations, this description is no longer applicable. The board therefore proposes to amend section 3 to reflect the remaining business operations.

Section 7 of the Articles of Association requires approval by the General Meeting for certain measures. Section 7 second paragraph currently states:

"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."

Following the sale of the news media operations, letter b) in the clause cited above will no longer be relevant, and the board therefore proposes to delete this section of the Articles of Association.

Finally, the board proposes to remove the registration deadline for the company's general meeting as set out in section 10 number 5 in the Articles of Association.

Resolution proposal (a):

Section 3 in the Company's Articles of Association is amended to state the following:

"The business of the company is to operate and invest in digital marketplaces and other digital businesses, as well as related services and activities. The business may also be carried out through participation in or cooperation with other companies."

The amendment is conditional upon the completion of the sale of the Company's news media operations and shall take effect at the time of the completion of such sale.

Resolution proposal (b):

Section 7 second paragraph of the Company's Articles of Association is amended to the following:

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

The amendment is conditional upon the completion of the sale of the Company's news media operations and shall take effect at the time of the completion of such sale.

Resolution proposal (c):

Section 10 number 5 of the Company's Articles of Association is deleted.

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Shares in the Company and the accompanying right to vote

The Company has a share capital of NOK 115 466 484.50 divided into 102 962 278 A-shares and 127 970 691 B-shares, each with a nominal value of NOK 0.50.

At the Company's General Meeting each A-share provides 10 votes and each B-share provides 1 vote. In accordance with Article 6 of the Company's Articles of Association, no shareholder may own or vote at the General Meeting in respect of more than 30% of the shares.

Shares that are owned or acquired by: a) the shareholder's spouse, under-age children or persons with whom the shareholder shares a common household, b) companies in which the shareholder has the influence stated in section 1-2 of the Norwegian Public Limited Liability Companies Act, c) companies within the same group as the shareholder and d) any party with which the shareholder has a binding collaboration regarding the exercise of the shareholder rights are regarded as equivalent to the shareholder's own shares. As at the date of this notice, the Company owned 5 538 403 of its own shares (2 423 946 A shares and 3 114 457 B shares), equal to approximately 2.4% of its share capital, for which the company cannot exercise any voting rights.

Shareholders' rights

Shareholders may not demand that new issues be put on the agenda after the deadline for doing so has expired; see section 5-11, second sentence of the Norwegian Public Limited Liability Companies Act.

A shareholder is entitled to propose resolutions regarding the issues which the General Meeting is invited to discuss.

A shareholder may demand that, at the General Meeting, directors and the general manager provide available information on matters that may influence assessment of:

1. Approval of the annual financial statements and annual report.
2. Issues that have been submitted to the shareholders for a decision.
3. The Company's financial position, including the operations of other companies in which the Company participates and other issues which the General Meeting will discuss, unless the information requested cannot be provided without causing undue harm to the Company.

If information must be obtained, so that no answer can be given at the General Meeting, a written reply shall be prepared within two weeks after the General Meeting. This reply shall be made available to the shareholders at the Company's office and sent to all the shareholders who have requested such information. If the reply must be regarded as significantly important for assessing factors mentioned in the previous paragraph, the reply shall be sent to all the shareholders with a known address.

Digital Meeting

In accordance with section 1-5 a. of the Norwegian Public Limited Liability Act, the Annual General Meeting will be held only as a digital meeting. Please see Appendix 1 for information on how to participate in the digital meeting. As an alternative to participating in the digital meeting, shareholders can provide voting instructions or vote in advance as set below.

Registration for the General Meeting

Shareholders that wish to participate in the General Meeting must register participation within 16:00 CEST on 25 April 2024 through one of the two procedures set out below:

1. Electronically by accessing VPS Investor Services; or
2. By returning the registration form for attendance in Attachment 1 either as a scanned copy by e-mail to genf@dnb.no or by regular mail to DNB Bank Registrars Department, P.O Box 1600 Sentrum, 0021 Oslo.

Shareholders not complying with the deadline for attendance will not be able to participate at the General Meeting in accordance with section 10 number 5 of the Company's Articles of Association and section 5-3 of the Norwegian Public Limited Liability Companies Act.

Record date

In accordance with section 5-2 (1) of the Norwegian Public Limited Liability Companies Act, only shareholders in the Company as of 19 April 2024 (five business days prior to the general meeting) have the right to participate and vote at the Annual General Meeting.

Proxy forms and advance vote

Shareholders may authorize their own proxy or cast advance votes before the expiry of the registration deadline. Proxy with voting instructions may also be given to the Board Chair, Karl-Christian Agerup. Further instructions are included in the form enclosed with this notice.

The deadline for submitting proxy forms or advance votes is at 16:00 CEST on 25 April 2024.

Shares held on nominee accounts

According to the Norwegian Public Limited Liability Companies Act § 1-8, as well as regulations on intermediaries covered by the Central Securities Act § 4-5 and related implementing regulations, notice is sent to custodians who pass on to shareholders for whom they hold shares. Shareholders must communicate with their custodians, who is responsible for conveying votes, proxies or enrollment. Custodians must according to Section 5-

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3 of the Norwegian Public Limited Liability Companies Act register this with the company no later than 2 working days before the general meeting, meaning 23:59 CEST on 24 April 2024, at the latest.

***

The Annual General Meeting will be opened by the Board Chair. This notice and its enclosures have been sent to all shareholders with a known place of residence. The annual financial statements and Board of Directors' report stating the proposed allocation of the profit for 2023 and the Auditor's Report, as well as other documents referred to in this notice, are available on the Company's website www.schibsted.com/ir.These documents can also be sent by e-mail or by post if ordered on Schibsted's investor web pages (www.schibsted.com/ir).

Shareholders may submit any inquiries regarding the Annual General Meeting to DNB Bank ASA, tel: (+47) 22 48 35 90.

Oslo, 4 April 2024

FOR THE BOARD OF DIRECTORS OF SCHIBSTED ASA

Karl Christian Agerup

Board Chair

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