ECGS notes that as a result of the Covid-19 pandemic the AGM will be held as an electronic meeting only. Consequently, it will not be possible to attend the AGM in person.

In general, Schibsted is in compliance with the Norwegian regulations relating to the organisation and procedures of the AGM.

Under ITEM 5 approval is sought of the auditor's remuneration. In view of the substantial amount of non-audit fees, ECGS recommends to vote OPPOSE.

Under ITEM 6a the board of directors seeks approval of the Company's remuneration guidelines. As the proposed remuneration structure is NOT in line with its guidelines, ECGS recommends to vote OPPOSE.

Under ITEM 6b approval is sought of the guidelines for share-related incentive arrangements. ECGS has various concerns regarding the LTI and accordingly recommends to vote OPPOSE.

Under ITEMS 8a-8h, the (re-)election of the board of directors is proposed.In view of concerns over aggregate time commitments, ECGS recommends to vote OPPOSE to the (re-)election of: Mr. Philippe Vimard (ITEM 8e).

Under ITEM 9 the nomination committee proposes to increase the remuneration of the board of directors by almost 1% to NOK 517,000 (EUR 52,425). In ECGS' view the current fees are already at the upper level of Norwegian market practice for a company with the size and complexity of Schibsted and it therefore does not approve of any increases without adequate justification. Since the proposal is not adequately justified, ECGS recommends to vote OPPOSE.

Under ITEM 11 it is proposed to administrate some of the protection in Article 7 of the Company's Articles of Association. Although the proposal does not negatively affect shareholders'rights, ECGS notes that Schibsted's current Articles of Association are already stricter with regard to possible amendments than the Norwegian Public Limited Liability Companies Act requires. In this respect, ECGS notes that Schibsted's major shareholder (Blommenholm Industrier AS) currently holds 25.3% of the voting rights in the Company. Consequently, Blommenholm Industrier will be able to influence all major decisions with an interest of only slightly above 25% of the voting rights. As a matter of principle, ECGS is NOT in favour of that much influence of a single shareholder, which is disproportionate to its shareholding. Accordingly, ECGS recommends to vote OPPOSE.

Under ITEM 12 authority is sought for a capital reduction by cancellation of part of its holding of treasury shares. In ECGS'view, a reduction of share capital by cancellation of shares is a technical issue that does not negatively impact shareholder interests. As a matter of principle, ECGS will only oppose share cancellations which significantly deplete cash flow provided that a company is not able to pay a dividend. However, whereas ECGS acknowledges that the company is currently well capitalised, it considers that it should wait until next year to cancel its repurchased shares. In case there is a further deterioration of the market, Schibsted could decide to re-issue the treasury shares to strengthen its capital base. Therefore, ECGS recommends to OPPOSE.

Finally, under ITEM 13, authorisation is sought to repurchase own shares. Although the magnitude of the authority requested would meet its guidelines, ECGS notes that it is under the Norwegian Public Limited Liability Companies Act mandatory for share repurchase authorisations covering multiple purposes, to hold a separate vote on each different purpose. Since the authorisation is proposed to cover multiple purposes, ECGS recommends to vote OPPOSE.