Articles of association
The company’s name is Blommenholm Industrier AS.
The company’s registered office shall be in Oslo.
The company’s purpose is to engage in investment activities, including retaining an equity interest in Schibsted ASA of more than 25%. The company shall seek to ensure that Schibsted ASA is run in accordance with the main editorial and business guidelines laid down on formation of the Group, in a manner that ensures free and independent editing in the group’s subsidiaries engaged in editorial activities; furthermore the company shall seek to ensure that the affiliated companies’ publications are high-quality and reliable and safeguard values such as freedom of religion, tolerance, human rights and democratic principles.
The company’s share capital is NOK 2 000 000, divided into four Class A shares, 200 000 Class B shares and 799 996 Class C shares, totalling 1 000 000 shares of NOK 2 each.
Class A shares entitle the shareholder to one vote at the general meeting. Class B and Class C shares do not entitle shareholders to the right to vote. In connection with any decisions to pay dividend, Class C shares shall receive a total of 1/10 of the dividend which it has been decided shall be paid, while 9/10 of the dividend is distributed proportionately between Class A and Class B shares. Other than that, each share entails the same rights in the company.
For any decisions at the general meeting for which a two thirds majority of the share capital represented at the general meeting is required by law, there is an additional requirement that the decision also have a two thirds majority of the Class B share capital represented at the general meeting.
No shareholder may own more than 30% of the Class B shares in the company. Shares owned or acquired by one of the following are considered to be equivalent to the shareholder’s own shares: a) The shareholder shares a household, b) Companies where the shareholder exerts influence as set out in section 1-2 of the Limited Liability Companies Act, c) Companies in the same group as the shareholder, and d) Anyone with whom the shareholder has a binding cooperation as regards utilising shareholder rights.
The board of directors shall comprise three to five directors. One personal deputy shall be elected for each director. Two directors jointly may sign for the company.
The dividend policy shall at all times reflect the company’s financial and strategic position. As a general rule, the level of distribution shall be within what is common among major Norwegian listed companies.
The ordinary general meeting shall consider the following: a) Adoption of the profit and loss account and the balance sheet, b) Application of annual profit or meeting any losses in accordance with the adopted balance sheet, as well as distribution of dividend, c) Election of the board of directors and d) Any other matters which by law are the business of the general meeting.