Vend Marketplaces ASA (VENDA) Earnings Call Transcript & Summary

May 6, 2021

Oslo Bors NO Communication Services shareholder_meeting 62 min

Earnings Call Speaker Segments

Ole Sunde

executive
#1

Good afternoon, everybody. My name is Ole Jacob Sunde. I'm the Chair of the Board of Schibsted, and it's my great pleasure to welcome you to Schibsted's Annual General Meeting. As you are well aware of, due to the corona situation, this general meeting is being held solely as a virtual meeting, broadcasted to the shareholders through webcast. And with me here today, I have the Schibsted's CEO, Kristin Skogen Lund. And I also have the company General Counsel, Andreas Ehrenclou. And of course, as always, we have the auditor, Kjetil Rimstad. He will also represent -- present afterwards. And of course, we also have John Rein who is the Chair of the Nomination Committee. And he will also give his report later on during this general meeting. So I'll start with some practical information. We will open for voting on the relevant items at the start of the meeting and you are welcome to vote on each of the individual items through the app, that you should have received, the app. You can also vote on all the relevant items at the start of the meeting, so you don't need to wait until we come to the different items. The opportunity to vote on the items will then appear clearly on the screen. And if you go away from the poll, you will find it by clicking on the bar chart symbol and that will appear on your screen, either on top or on the bottom, depending on whether you are logged on via a browser or an app. We will open all the items on the agenda here today at once, as I said, and you can choose to vote. And then you have to press either for, against or abstain for the individual items. You are free to submit voting on all items, as I said, anytime when the poll is open and you may change the voting for each item also if you choose to do that along the way until the item is closed. And I will also then say when we close it. If you are participating in the meeting and choosing not to vote, this will be registered as an abstained vote. And if you have any questions, of course, you could submit this in writing through the app, and the questions will be raised throughout the meeting. We will also then keep an overview of the shareholders participating. And this is being provided by DNB. And I don't know, Andreas, are we ready now to share the participation?

Andreas Ehrenclou;General Counsel

executive
#2

Yes, Ole Jacob. So I see here that we have -- among the A shares, we have 49.9% of the share capital. And among the B shares, we have 51.9%. So in totality, 50.1 of the share capital is represented at the general meeting.

Ole Sunde

executive
#3

Okay. Can you also see how many individual shareholders that are represented?

Andreas Ehrenclou;General Counsel

executive
#4

You mean here today live or in total?

Ole Sunde

executive
#5

In total. So just that we know.

Andreas Ehrenclou;General Counsel

executive
#6

Just hold on, and let us see if we can pull up that number.

Ole Sunde

executive
#7

Okay. Anyway, we can come back to that, we're just adding some flavor to the 50 some percentage points that are here today. So I will then continue. And the first item on the agenda is election of chair for the meeting. I can say that I have -- for the last few years, I had the pleasure of presiding this meeting. And unless there are any objections, I propose that I'll also do this during this meeting. We shall vote on this, but I thought that it would be convenient if I presented Item 1, 2 and 3 first, and then I will open up for individual votes on those 3 items at the same time. So the Item #1 is the election of the chair. The item #2 is approval of this notice of the annual meeting and the agenda. And this has been, of course, convened through written notification to all shareholders with the correct prior notification, 3 weeks, and it was registered at the share register, and the date of notice was 14th of April. And notice was also announced through the stock exchange and made available on our webpages on the same date. And documents, as you should have found, that matters to this general meeting, are also then available on our webpages. The third item that I thought that I should present at the same time is also a standard item on any general meeting, and that is that we have to elect a representative to cosign the minutes of the general meeting, together with the chair. And I propose that Andreas Ehrenclou will cosign the meetings. So those were the 3 items, the 3 first items on the agenda: the election of chair for this meeting, the approval of the notice and the person that shall cosign the minutes. So I will then propose now that we go to the voting on these 3 items. So please note that this opportunity to vote on these 3 items will close it shortly. So I'll now ask you then to cast your votes on Item 1, 2 and 3. I have to pause a little bit now so that you have the time to vote. We will close the voting shortly. So you should now vote on Item 1, 2 and 3, please. [Voting]

Andreas Ehrenclou;General Counsel

executive
#8

Okay. Thank you, Ole Jacob. We have now closed the voting, and I'm back to confirm that all 3 items were approved with close to 100% approval rating.

Ole Sunde

executive
#9

Well, then I have to thank the general assembly for the privilege also this year to preside on the -- over this general meeting, and I'll do my very best in achieving a smooth general assembly. Then we can move on to Item #4, which is the approval of financial statements for 2020. And these financial statements also include the Board of Directors' report. The annual meeting is also then invited to consider the statements of corporate governance, which is included on Page 41 in the annual report. And the general meeting shall not state on the corporate governance, but they should be aware of it. So there will be no vote on the statement of corporate governance. But before we vote on the Item #4, I would like to pass the word to our CEO, Kristin Skogen Lund, who will comment on the annual accounts for 2020. Please, Kristin?

Kristin Lund

executive
#10

Thank you very much, Mr. Chairman. I will give a brief overview of 2020. It turned out to be a very eventful year for Schibsted, started off with a pandemic and some dooming outlooks in March, April last year, but luckily, trends turned, and we ended up having a good year in the end. And of the big events, I think Adevinta's acquisition of eBay in July was a major event and really a confirmation of our long-term strategy behind the spinoff of Adevinta the year before. And at the same time, we also acquired Oikotie, the leading Finnish marketplace, from Sanoma. And through the eBay deal, we will also soon be -- which we hopefully soon will be closing, we will also have acquired eBay's Danish assets. So an eventful year, and I would say, strong results, despite the gloomy outlook at the beginning of the year. And if you then take the next slide. I won't go through the figures in any detail, but just to show you that if you look at the actual numbers, we saw both revenue growth and EBITDA growth, but the underlying revenue was a decline of 3%, but we managed also underlying to have an EBITDA increase. And I think that's a very strong result, given the hit that we had by COVID in especially the second quarter of last year. And if you then move to the next one, I think it's fair to say that we now have completed the long-term strategy and intention behind the original spinoff, and, let's say, the reestablishment of Schibsted as a true Nordic digital frontrunner. We are very well positioned. We have very strong reach, digital distribution. We have strong brands, and not least, we have very capable employees and a thriving organization. With the acquisitions that were made, we also now have a true Nordic presence within the marketplace business. And we are capable of creating new digital winners and concepts, both organically and through investments going forward. And if you look at Adevinta, Adevinta is now well positioned as a -- and after the close of eBay deal will actually be the leading online classified player and now very much a pure-play company set for future consolidation, and we're also excited about the upcoming integration with eBay. If you then look at Schibsted on the next slide, you'll see that we have -- we follow a strategy with 4 growth pillars: 1 is for Nordic marketplaces, where it's about consolidating our positions then in Finland and soon to be Denmark. We are, of course, strengthening the core still, and we're also on an exciting journey into what we call next-generation marketplaces, being more transactional in their nature. And in our media business, you hopefully will have noted that we have had strong improvements in our results, that is due to fundamentally very good quality journalism. We have seen great examples of that through the pandemic, which has also gained us several awards lately. And we see that, that again ensures a very strong development in our digital subscriptions. And finally, we've also seen a comeback for digital advertising over the last few months. So resulting in a very good position for News Media right now. And of course, going forward, we will want to strengthen this momentum, and we're also looking into new formats like live pictures and podcasts. Then for the more new stuff, we are pursuing both based on existing positions and also venturing into some new. And we are focusing our efforts now around financial services, around e-commerce enablement, around strengthening our digital subscription business, and we will also continue our venture investments. And earlier today, on the next slide, you'll see we presented our Q1 results, and it was a pleasure to show that we now have underlying growth of 8% in the first quarter, and we had a very strong EBITDA, which was more than double of last year. And given that Q1 last year was likely hit by the pandemic towards the end, it's also relevant to compare to 2019 and then we had a 42% increase in our EBITDA. And just to round it off, it's not all about money. We are also very conscious that what we do shall have a purpose and shall serve our societies. So we take our sustainability work very seriously. And I'm pleased to see that we increased our indirect positive effect from facilitating the circular economy through our marketplaces. On the social side, we're also working hard both to achieve -- we have already, I guess, achieved gender equality, but we will expand that work to encompass further diversity and inclusion going forward. So to sum it up, I think it's fair to say that we have shown -- if you take the next slide, please, that we have shown strong strategic execution. We are now a financial owner of Adevinta. We are very committed to help as a strong investor going forward, collaborating with eBay to ensure that, that integration and merger will be successful. We are a true Nordic player in online classifieds with now Finland and soon Denmark. And I think we have shown very strong execution and value -- shareholder value creation through a rather difficult time. And we believe we are very strongly positioned through our brands, our capabilities and our high reach and the strong loyalty that we see from our consumers. So finally, it's also very important for us to then make sure that we use the total family of Schibsted that we manage to get more out of the totality than the sum of the individual parts. And that we ensure that we have smart collaboration where we should collaborate, things that require scale and specialization, but without compromising the strong identity and focus of all our individual brands. So with that, thank you very much for your continued support. I believe we are in a great position for further growth and value creation.

Ole Sunde

executive
#11

I can also then just add to Kristin's presentation by saying that it is very pleasing to see the development of Schibsted over the last years. I think the strategy that we embarked on 3 years ago, leading to the demerger of Adevinta, and later on, to the hiring of Kristin and her team of management through the eBay acquisition, and now the results that we see at Schibsted's core businesses, that journey is very rewarding to see. And I think we are now well placed to continue that journey into the next quarters and years. So again, thank you very much, Kristin. Thank you for a good year. Before I give -- I will pass the words on to Kjetil Rimstad, our editor -- no, editor I said -- our auditor, I would like to -- to come back to the financial statements that are made available on our website and just say that this also includes the dividend payment of NOK 2 per share. If you can have the next slide, please. Yes, here, you can see that the payment is in line with the company's dividend policy that states that the dividend shall be stable to increasing over time. You know that last year, due to the COVID-19, we decided of prudency, not to pay a dividend. But based on the good results from last year, we are on track to continue to pay the dividend according to our policy. I would like then to our auditor, Kjetil Rimstad from EY, to comment on the audit report issued in connection with the financial statements of 2020. So Kjetil, please.

Kjetil Rimstad

attendee
#12

Thank you, and good afternoon, everybody. I am the independent auditor for Schibsted. And we have completed the audit for 2020, and the audit opinion is included in the annual report that the Chairman referred to. I will just shortly summarize the audit. The first we have audited the financial statements both for Schibsted ASA, the parent company and the Schibsted Group. And that also means that we have read the information in the annual report related to the Board of Directors. We have also read the corporate governance and corporate social responsibility section and noted that the information is consistent with the financial statements. And we have issued a clean audit opinion. That means that we agree with financial statements for 2020. Thank you.

Ole Sunde

executive
#13

Thank you, Kjetil, that was very short and very concise. And I think the way a general meeting would like to have an audit report. So thank you very much. I'm also pleased to say that the Board is pleased with this report. So it's a clean report indicating that management is doing a good job with the governance part of the business, the control part of the business. Then I think we're ready to move to the proposed resolution, which is -- you can find that, of course, in the -- in the agenda for today, which is, you are aware of it, we shall approve the financial statements for 2020, both for Schibsted ASA and for the group, including the Board of Directors' report for 2020 and you're also then invited to consider the statements of corporate governance. So please, ladies and gentlemen, I'll take this opportunity now to vote on Item #4. I ask you then to vote on Item #4. I'll wait a few, if not minutes, at least I'll give you a little more than seconds, but you should now move to vote on Item #4. I'll leave it to Andreas to indicate when the voting is closing, that it will happen shortly. So when you are ready to close the voting, Andreas, you should indicate. [Voting]

Andreas Ehrenclou;General Counsel

executive
#14

Thank you, Ole Jacob. I see the votes are still coming in from the Lumi app. But based on the votes we have gotten, I think we can conclude that the financial statements are approved with close to 100%.

Ole Sunde

executive
#15

Thank you. Then I will take that as a decision, and we could move to Item #5, which is the approval of the auditor's fee for 2020. And the auditor has proposed, as you can see on the screen, that there should be an audit fee for the 2020 statements for Schibsted ASA of NOK 1,264,200. This is the fee for the mandatory audit of Schibsted. There is, of course, a total auditor fee, which is set out in the statements under the Note 31 of the annual report, and that amounts to NOK 20 million. Let me remind you that you are able to present questions if you want to by using the app, and Andreas will then refer to those questions. But I think that if you do not have any questions, we can go to the proposed resolution, which is to approve the auditor's fee, the mandatory fee for last year of NOK 1,264,200. And I now open the vote again. So please use the app and vote on Item #5. [Voting]

Ole Sunde

executive
#16

This is a little bit like the European SUN conference. I'm asking you to vote all the time, but it's the only way we could carry out.

Andreas Ehrenclou;General Counsel

executive
#17

We're currently at 99.32%. Yes, Ole Jacob. So I think we also here can conclude that it's approved.

Ole Sunde

executive
#18

Okay. Well, thank you very much, everybody. Then we will take that as resolved and move to Item #6, which is the election of a new auditor from 2022. And Schibsted has, I can report, performed an audit tender process for the purpose of electing a new auditor, effective, then, from next fiscal year, the year 2020. The Audit Committee has made a thorough assessment. And based on its -- on this assessment, they recommend as a new auditor to elect PwC or KPMG as Schibsted's new auditor, with PwC as the preferred choice. This recommendation is available on Schibsted's websites, as you may have seen already. And I could say that from my and the Board's position, we support the work of the Audit Committee and the assessment and recommendation that they presented. So the proposal that I now leave to you to vote on is that the general meeting approve the election of PwC as Schibsted's auditor for the fiscal year 2022. So again, ladies and gentlemen, use the app to vote on this item, which is Item #6. And I'll leave it to Andreas to conclude the voting and declare the results. [Voting]

Andreas Ehrenclou;General Counsel

executive
#19

Okay. Ole Jacob. I think we also now can conclude that this item is approved with close to 100% of the votes.

Ole Sunde

executive
#20

Thank you. And we have decided that the PwC is Schibsted's new auditor from fiscal year 2022. And I will move on to Item #7, which is the remuneration policy. And this policy is part of the Norwegian Public Limited Liability Companies Act, where the Board of Directors has prepared a remuneration policy for the company's senior executives. And subject to the approval today at the annual meeting, the remuneration policy may apply for up to 4 years. And the policy is available at Schibsted's websites. And this -- just so you're aware that this policy is now substituting the executive compensation policy that we used to present to the general meeting earlier. So here it's been a change in policy. But as you can see from the remuneration policy, this includes the same points as earlier. So the long-term incentive plan that I talked to you about earlier is part of this remuneration policy. So if you have any questions to this item, you could use the app and ask questions. I will propose to the general meeting that you approve the policy of remuneration for our senior executives. And we'll move to voting again. So please now vote on Item #7. [Voting]

Ole Sunde

executive
#21

Again, Andreas, I'll leave it to you to declare the votes whenever it's ready.

Andreas Ehrenclou;General Counsel

executive
#22

Yes. Thank you, Ole Jacob. We can now confirm that the item has been approved with -- we're currently at 98.5%. Yes.

Ole Sunde

executive
#23

The next item on the agenda is the Nomination Committee's report on its work for the year '20 to '21. And as you know, the Nomination Committee has issued a report on its work, which is available on the company's website. But I -- even if we have this on the website, I would certainly like to invite John Rein, who is here present with us, who is Chair of the Nomination Committee, to give a presentation on the committee's work. So John, please?

John Rein

executive
#24

Well, thank you, Mr. Chairman. The Election Committee has consisted of on Ann Kristin Brautaset from Folketrygdfondet, Spencer Adair from Baillie Gifford and myself from the Tinius Trust. We have had a fairly active year, which has resulted in a couple of things, most importantly, a recommendation of 2 new members to the Board. In addition to this, we have conducted a full Board review and decided to suggest a more substantial increase of the Board fees than normal. I will now turn to the Board composition and the Board election, which we will have later on. Christian Ringnes and Birger Steen, both long-standing board members since 2005 and 2014, respectively, are not standing for reelection. The Nomination Committee warmly thanks both of them for their wise, considerable and very valuable contributions to the Board. An international search has been carried out to identify their successors. The committee has decided to propose Rune Bjerke and Hugo Lund Maurstad. The rest of the Board will stand for reelection. All Board members are considered to be independent, except Ole Jacob Sunde and Karl-Christian Agerup due to their link with the Tinius Trust. Then Board fees. Over several years, we have noted an increasing discrepancy between the remuneration of the Board and the company's management team. Both have been instrumental in the company's long-term success. We propose to increase Board compensation this year by a larger-than-normal rate of 8% to address this. Over the long term, however, compensation should normally be adjusted annually in order to reflect the general wage inflation in society as a whole. We have also reconsidered the merits of moving from the current 100% cash compensation for Board members towards a partial share-based remuneration structure, but we have concluded against such an arrangement. Nevertheless, obviously, we remain open to hear the opinion of other shareholders. Having said that, the committee would like to encourage Board members to hold shares personally. The 2-year service period for all 3 members of the Nomination Committee ends today. I will not stand for reelection. And we propose that Kjersti Løken Stavrum take over as Chair of the Committee. Kjersti, as you probably know, is the CEO of the Tinius Trust and Chair of Blommenholm Industrier. The other 2 members of the committee will stand for reelection.

Ole Sunde

executive
#25

Thanks to you, John, for your presentation. As the general meeting will be aware of, there's not a vote on the presentation from the Nomination Committee. But there is a vote on election of new shareholders. So I will now move on to Item #9, which is the election of the shareholder-elected Board members. And I can then inform you that Blommenholm Industrier has used its rights to nominate a Board member, they have the right, any shareholder holding more than 25% of the shares have this right. And Blommenholm Industrier has asked me if I can continue as a Board member, and I have accepted. Now as you've heard, for the next period, the Nomination Committee has proposed that the annual meeting shall reelect all current members with exception of Christian Ringnes and Birger Steen, who is not standing for reelection. I would like, on a personal note, to say that it's been a great pleasure for me to work with these 2 Board members. Christian, as mentioned, he has been at Board for 16 years. And for the last 6 years, he's been Chair of the Audit Committee. And it's been a great pleasure to work with him because his wisdom is a great asset in the decision-making at the Board. So thank you very much, Christian. I would also like to extend my gratitude to Birger, who has a deep knowledge in technology and international business, and this has made him a very valuable Board member. Of course, when 2 members like of this caliber is leaving us, it's hard to substitute them. However, I endorsed the Nominations Committee proposal of nominating Rune Bjerke and Hugo Lund Maurstad. We can take a quick look at their credentials first. And Rune Bjerke, he is best known, I think, as the CEO of Den norske Bank for an extended period. He has also served on several boards. He has been very instrumental in building Vipps, the payment service. He's been on the Board of Hafslund. He has a very relevant and strong background for serving on the Schibsted Board. When it comes to Hugo Lund Maurstad, you also have seen from the material presented to the Board meeting that he has a different background, but it's also, I think, both relevant and useful for us. He has worked with the private equity firm Altor for an extended period of time, being one of the founders of Altor. And he has also background from McKinsey for several years. So I'm very happy that both of them have accepted to become new Board members. So apart from these 2 members, the Board then will be made up of myself, as proposed elected chair, Eugenie van Wiechen, Philippe Vimard, Anna Mossberg, Satu Huber and Karl-Christian Agerup. So now I will like to invite you to vote, again. We have now come to Item #9. And you should then cast your vote on Item #9. So please go ahead and vote on Item #9. And when the voting is closing, Andreas will then pronounce the results. [Voting]

Andreas Ehrenclou;General Counsel

executive
#26

Thank you, Ole Jacob. While we are waiting for the results to come in, we have received one question in relation to the remuneration policy, and that is, who exactly are defined as senior executives? I don't know if you or Kristin want to answer that or if you would like me to answer that?

Ole Sunde

executive
#27

I think that Kristin is probably the person that is best placed to answer that question. Could you do that, Kristin? You're muted, Kristin. So you have to unmute, otherwise we don't hear you.

Kristin Lund

executive
#28

Okay. Do you hear me now? Sorry. It froze, I couldn't unmute, Sorry. So senior management would consist of myself and the 6 people, the 6 EVPs reporting to me. The heads of the 3 business areas and the 3 heads of function, CFO, Chief People and Chief Data & Technology.

Andreas Ehrenclou;General Counsel

executive
#29

Thank you, Kristin, and we can now confirm that all the proposed shareholder-elected Board members have been approved.

Ole Sunde

executive
#30

Okay. All I can say is, thank you. It is both a challenging and rewarding membership to be part of the Schibsted Board. So -- but I'll continue to do my best. Thank you very much. We will then move on to Item #10, which is the Nomination Committee and the proposal regarding the directors' fees. From John Rein's presentation, you would have heard the reflections on the proposal and why they propose an increase. So I don't think that I need to go into any further details, just to refer to the proposed resolution, which is that the general meeting approves the Nominations Committee's proposal regarding the fees payable to the Board of Directors and the committees and committee memberships for the period 2021 to the annual meeting next year in 2022. So then I will invite you to vote again on Item #10 regarding the directors' fee. So please, everybody, vote on Item #10. [Voting]

Andreas Ehrenclou;General Counsel

executive
#31

Okay. Ole Jacob, we have close to 100% approval here as well. So a couple of those still coming in, but we can conclude it's been approved.

Ole Sunde

executive
#32

Thank you very much. I appreciate the increase in fees, and we'll then move to Item #11, the Nomination Committee fees. Those fees have also been presented and is included in the Annual General Meeting's notice. So I will then just refer to the proposed resolution, which is, again, that the fees payable to the Nomination Committee is approved by the annual meeting and then for the period 2021 until next general meeting in 2022. So then again, please, ladies and gentlemen, don't be shy. Use the voting available to you on Item #11. So now you should be voting on Item #11. And Andreas will then indicate when the voting is drawing to a close. [Voting]

Andreas Ehrenclou;General Counsel

executive
#33

Okay. Thank you, Ole Jacob. We can then conclude that the fees to the Nomination Committee have been approved.

Ole Sunde

executive
#34

Good. I hope the committee is happy. Then I'm so happy that they -- I can move on to Item #12, which is the election of members to the Nomination Committee. As you know, the Nomination Committee, as John indicated in his presentation, consists of John himself as Chair. And then Spencer Adair and Ann Kristin Brautaset. And John has informed us that he will not stand for reelection. And then I can say, John, that if I sort of moved on, and this is not in my script, but still, I would like to express thank you to you for your leadership of the committee for 11 years, a long period of time. And you have been in my view a proponent for setting high bars for our Board. Not only in electing the members, but also then evaluating us and giving us feedback on how we performed our duty. So you have been both a person that is mentoring us but also lifting your finger, so -- and pushing, I think, the Board towards a more international standard Board in order to represent the international shareholder base that we have, but also to reach the growth ambition that we have now, particularly in the Nordic region. So thank you very much for your 11 years. It's been a pleasure to work with you, and good luck.

John Rein

executive
#35

Thank you very much, Mr. Chairman.

Ole Sunde

executive
#36

Now we have to find a replacement for John, and we have found that in Kjersti Løken Stavrum, as John indicated during his presentation. So the new committee will then be Kjersti Løken Stavrum as the new Chair and the reelection of Spencer Adair and Ann Kristin Brautaset. And as you know, unlike the Board members, who is elected for 1 year, the members of the Nomination Committee are elected for a 2-year period. So then I would invite you to move to voting, again. And you should vote on the proposed Nomination Committee for the period 2021 to 2023. So please, ladies and gentlemen, use your vote and vote on Item #12. [Voting]

Andreas Ehrenclou;General Counsel

executive
#37

While we're waiting, Ole Jacob, we have a new question, and this is maybe for John, if he is still there. And that is -- what is the reason behind a cash fee rather than shares? And I assume this relates to these -- to the Board members.

John Rein

executive
#38

Well, historically, we've had cash only as the mode of payment. And -- but we do realize that more and more companies that we might compare ourselves with have moved away from that. And mostly in the form that there is a split between cash and shares as remuneration to the Board members. We -- I discussed this for the first time, I think, about 2 years ago. Then we revisited last year. But both cases, we -- I think our conclusion was that we questioned the incentive value of making a change of this nature. And when we revisited the subject again this year, prior to this meeting, we redecided that unless comments will be forthcoming from shareholders to encourage a change in this direction, then we will leave things as they are for the time being. But as I said in my presentation, we are more than open or the committee will be more than open for proposals from other shareholders. And to the extent that there is pressure from shareholders to make a change of this nature, then surely, we will take a look at -- the committee will take a look at it again.

Ole Sunde

executive
#39

Thank you, any news from the voting?

Andreas Ehrenclou;General Counsel

executive
#40

Yes. The vote on the Nomination Committee has been approved.

Ole Sunde

executive
#41

Thank you. I can then interject before I move on to Item #13, and I think it's good that shareholders -- excuse me, that Board members also have become shareholders. I can say I have done that for at least sort of well from my economy back when I was elected Chair and that has been very rewarding for me thanks to the positive development at Schibsted. So I think it's always positive that management and Board members purchase shares in the company that they serve. Then Item #13, which is granting of authority to the Board of Directors to administer protection in the Article #7 of the Articles of Association. And for those of you who have been participating at the general meetings before, you know that this is something that we have to approve every year. The authorization is granted by the general meeting for 1 year at a time. And the purpose of this authorization is to allow the Board of Directors to administer some of the protections, which is set out in the Section 7 in our Articles of Association. And that basically ensures that important decisions, which normally is subject to shareholder approval, can be taken by the Board of Directors. And it's limited to the disposal of assets up to NOK 4 billion without submitting this matter to the general meetings approval, which is the way the Article #7 is actually indicating that it should be. So I think it's, as you can hear from my brief run-through of this proposal, is basically passing on the power of attorney from the general meeting to the Board for 1 year for decisions to dispose of assets up to NOK 4 billion. So on the screen, now you should be seeing the authorization and how it is composed. I will not read the authorization in its totality. It's also in the agenda for this meeting. So I think we could move to the proposed resolution, which is that the general meeting authorizes the Board of Directors to administer parts of Article #7 and that this authorization is valid until the next general meeting in May 2022. I should also make you aware of the fact that this is the vote that would require the so-called supermajority. So it will require 3/4 of the share capital represented at the general meeting in order to pass. So then I will invite you to vote for Item #13. I'll leave it to Andreas, again, to tell us when this vote is received and what the results is. [Voting]

Andreas Ehrenclou;General Counsel

executive
#42

Yes, Ole Jacob. I don't have the exact breakdown between the different requirements, but we are currently at 99.9% of the total votes. So I think we can conclude that it has been approved and that it will meet the different requirements.

Ole Sunde

executive
#43

Thank you. Let me declare that as approved. I can also say that in preparing for this general meeting, I was told that the voting would take some time, and that I had to be patient. But I can say that this is going very smoothly, and the voting is very quick. So either you are a very digital savvy shareholder base being present here today or the system under Andreas management is functioning extremely well. So thank you for your effort. I will then move to 2 other items that should be familiar to the general meeting, which is the Item #14 and the Item #15. And I will go through those 2 items jointly and then leave it up to you to vote individually for both of them. They, in some way, are related. So I think it's a good idea to look upon them jointly. These are also decisions that need supermajority. And the first 1, Item #14, deals with the renewal of the authority to buy back up to 10% of the company's shares. And the proposal that we now set forth is identical to the authority that was approved last year at the general meeting of 2020. You could see the proposal for the authority on the screen. It is there. It's detailed. And basically, it's -- I think, it's self-explanatory. Those -- these kinds of buyback programs should be well known to the shareholders. The Item #15 is the authority for the Board of Directors to increase the share capital. This is also a supermajority decision. And what we propose is to renew the authorization that was given to us last year. So it's, again, an identical authorization that the shareholder meeting approved last year, and the authorization may only be used in the B share class and it's limited to 10% of the shares in B share class, which equates to approximately 5.5% of the total outstanding share capital. You should also have seen, as I've been speaking, that this item is shown on the screen. And it's the entire proposed resolution that you're seeing. I don't think it's necessary to go through all the details. I think we can rather move to the vote, which will be the last vote of this meeting. So I invite you now to vote on Item #14, which is the buyback program and Item #15, which is the authorization to Board of Directors to increase the share capital in the B class where 10% equaling 5.5% of the total share capital. So please, ladies and gentlemen, the last vote of this meeting on Item #14 and Item #15. [Voting]

Andreas Ehrenclou;General Counsel

executive
#44

Ole Jacob, I think we already now can conclude that both items have been approved with well above 99%.

Ole Sunde

executive
#45

Okay. And this actually concludes the general meeting of this year. And all that's given to me now is to thank you for participating and to wish you a nice afternoon. So I hereby declare the meeting floor concluded. Thank you very much, everybody.

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