Good afternoon. My name is Karl-Christian Agerup, and I am the chair of the board of directors of Schibsted ASA. I would like to welcome everyone present to the annual general meeting of Schibsted ASA. As the chairman of the board, I hereby declare the general meeting open. This general meeting is held digitally only. All the items on the agenda are now open for voting, and you may cast your votes. The agenda items and the opportunity to vote will close as the items are processed by the general meeting. Please be informed that a guide on voting and digital participation in this general meeting is available by accessing the eye symbol on the screen. The guide is also available on the company's website. The notice to this general meeting and the appendices to the agenda are also available on the company's website.
In addition to me, the following representatives from the company are present: the CEO, Christian Printzell Halvorsen, and the CFO, Per Christian Møller. In addition, the chair of the nomination committee, Trond Berger, and the company's auditor, PricewaterhouseCoopers AS, represented by Eivind Nilsen, are available. DNB Issuer Services have been hired to assist in conducting the general meeting. The press has requested to attend the general meeting, which the company has accepted. That was certain practicalities relating to the general meeting. Before we start handling the items on the agenda, we take record of the shares that are legally represented at today's general meeting. The record of shares pending must also be included in the minutes. We will wait to have the record done.
Yeah, the number of the shareholders present and represented shares are under control and counting, so we'll just wait a few more seconds for this. Thank you. Thank you. We have 77. Additionally, we have 4,448 B shares attending and voting online. I'll give the word back to you, Karl-Christian.
Thank you, Simen. Now that the record of shares present has been recorded, shareholders who have not already logged in can still do so and attend the general meeting, but that will be without the right to vote. We will now move on to the first item on the agenda, which is the election of the meeting chair. The election of the chair requires a simple majority of the votes cast. For the election of the chair, the proposal is that Andreas Ehrenclou, lawyer at the law firm Wiersholm, is elected as meeting chair. We will close the voting shortly. Those who have not voted yet are asked to do so now.
The voting is approved.
No questions or objections have been raised. The voting is closed, and the election of the meeting chair has been approved with the necessary majority, and I will now hand this over to Andreas for leading the meeting going forward. The floor is yours, Andreas. Thank you.
Thank you, Karl-Christian. So first of all, I have certain additional practical matters before we proceed with today's agenda. This general meeting will be conducted in English. The presentation you see on the screen contains the board's proposal for resolution in English. The notice has been sent out in both Norwegian and English. All shareholders are entitled to speak at the general meeting. Both Chairman and CEO are present and available for questions under the relevant items. Shareholders who wish to speak should press the button for this on the screen. Please indicate the agenda matter on which you want to speak. You can either send an advanced message in the chat that you want to speak under a specific item, or you can wait until we get the relevant agenda item. We will open your mic for communication when we get to the relevant agenda item.
Please state your name before you proceed with your input. Oral input is encouraged. However, if you want to give input or ask questions in writing, that is possible by submitting your input in the chat. Written input will be read aloud. Shareholders who have requested to speak will be given the word first in the order received. Written input will be dealt with thereafter. It is possible to vote for all items on today's agenda now. You can vote at any time and also while I'm presenting the item. The voting will be closed continuously as we process the items. It can go a bit fast. It is thus wise not to wait until the last minute if you know what you're going to vote for. I do not intend to read out the voting results for each individual item.
I will inform whether the respective item has received a sufficient majority to be approved or not. Final voting results will appear in the minutes published after the general meeting. We now move on to the next item on the agenda. I remind you that you can vote while I present the items. Item two on the agenda is the approval of the notice of the annual general meeting and the agenda. While you vote, I can inform that the notice of the annual general meeting with the proposed agenda and accompanying documents were announced through the stock exchange systems and made available on the company.
I think you need to mute, Karl-Christian, and made available on the company's website on the 14th of April 2025. The notice, as well as the registration and proxy form, were sent out to each shareholder on the same day, i.e., within a three-week deadline. The notice has thus been distributed in accordance with Public Companies Act, Section 510. One last reminder to vote. No questions or objections have been raised. The voting is now closed, and we can confirm that the matter has been resolved. So moving on to item three, please feel free to vote or ask questions while I summarize the proposal. The Norwegian Public Companies Act has provisions stating that the minutes must be signed by the meeting chair and at least one other person chosen by the general meeting among those present. It is proposed that Simen Bergsmark is elected as co-signer of the minutes.
We will soon close the voting. No questions or objections have been raised. The voting is now closed, and the election of the co-signer has been approved with the necessary majority. Item four on today's agenda is the approval of the 2024 annual accounts for Schibsted ASA and the group, including the board of directors' report for 2024 and the consideration of the corporate governance statement. The financial statements, including the annual accounts and the annual report, have been made available on the company's website. For your information, the company's auditor, PwC, has issued a report with remarks, and the report is included in the annual report. Furthermore, the company has prepared a statement on corporate governance in accordance with the Accounting Act, Section 29. The statement is also available on the company's website.
I assume that the shareholders have read and familiarized themselves with the company's corporate governance statement, and we will not give a detailed account of this. According to the Public Companies Act, Section 56, the general meeting shall review the corporate governance statement, but it is not subject to voting. Before we proceed to the approval of the annual accounts and the annual report, the CEO, Christian Printzell Halvorsen, will provide an overview of the financial statements. Please be informed that in addition to Christian Printzell Halvorsen, the CFO, Per Christian Møller, and the company's auditor, Eivind Nilsen from PwC, are available if there are any questions or comments under this agenda item. I will then give the word to Christian.
Thanks, Andreas. 2024 definitely marked a new chapter for us. We announced a new strategy with a clear framework for long-term value creation, and personally, for me, it was also a special year as I took over as CEO. We took bold steps to sharpen our focus, including the separation of news media and completing the Adevinta transaction, really unlocking significant value while keeping future upside. We also delivered on the capital allocation priorities, returning substantial cash to our shareholders, and despite a year of change and a tough macro backdrop, we delivered solid revenue growth, strong underlying profitability, and continued high user engagement, and as presented earlier at our Q4 presentation in February, total revenues for the group increased in 2024, up 9% compared to the previous year. Group EBITDA was up 7%, amounting to NOK 1,697 million for the year.
This EBITDA growth was driven by mobility, real estate, and delivery. The jobs vertical, however, experienced a decline due to market headwinds, which affected both top and bottom line in 2024, and these challenges were most prevalent in Sweden and Finland, and we also decided to exit these positions in October of last year, and consequently, the underlying financial development is better than it looks, so to speak. Profit ended at around NOK 13 billion for the year. That was driven by a couple of factors. One is a gain in financial income of NOK 6,436 million, including a NOK 6,151 million gain from the fair value measurement related to our investment in Adevinta. There was also a gain of NOK 4,651 million from discontinued operations in Adevinta and news media.
As we presented earlier this morning, in Q1 2025, we delivered solid results, and we achieved group revenues of NOK 2,015 million, representing a 4% year-on-year increase, while group EBITDA improved by 18% to NOK 394 million. In parallel, we have continued to simplify our structure, and we have decided to accelerate the exit of our delivery business. Yesterday, we announced that we have entered into an agreement to sell Prisjakt. Next week, on May 12th, we reach another important milestone in our history as we then officially become Vend. To me, this is a symbol and a manifestation of our ambition to develop world-leading marketplaces, efficient and easy to use for all our users and customers in the Nordics, and also creating value for all our stakeholders, including society and shareholders. Thank you.
Thank you. Thank you, Christian. The proposed resolution under item four is now displayed on the screen. If you have not cast your vote, I ask that you do so now as the voting will close shortly. No questions or objections have been raised, and we now close the voting. The board's proposal for the approval of the annual accounts and the board of directors' report has now been adopted. Item five on today's agenda is the approval of the board of directors' proposal regarding share dividend for 2024. Please feel free to vote as I present the matter as we will close the voting immediately thereafter. The board proposes that based on the 2024 annual accounts, a dividend of NOK 2.25 per share be distributed.
The dividend will be paid out on the 16th of May 2025, and the share will be traded on the Oslo Stock Exchange ex-dividend from 8th of May 2025. No questions or objections have been raised, and we are now closing the voting. The board's proposal regarding the shared dividend for 2024 has now been adopted. Item six on today's agenda is the approval of the auditor's fee for the 2024 and the attestation of the company's sustainability. Sorry. Yeah, and the company's sustainability reporting. As shown on the screen, the board of directors proposes that the fees for PVC, the company's external auditor for 2024, and the legally required audit and the attestation of the company's sustainability reporting in a total amount of NOK 4,822,681 are approved. The voting will close in a couple of seconds.
The board proposal for the approval of the auditor's fee for 2024 has now been adopted. The next item on the agenda is an advisory vote on the remuneration report for senior executives for the accounting year 2024. If you have not voted, please do so now while I introduce the report and before the voting closes. The company has prepared a report on the paid and outstanding remuneration for senior executives in accordance with the Public Companies Act, Section 616B. This has been published and is available on the company's website. The report has been audited by the company's auditor in accordance with the fourth paragraph of the same provision. The general meeting is asked to give an advisory vote on the report. The board recommends that the general meeting, through this vote, endorses the remuneration report. No comments have been received.
The advisory vote shows that the report has received the endorsement of the general meeting. The next item on today's agenda is the approval of the remuneration policy for senior executives, as well as the financial support proposed to be offered to senior executives to facilitate participation in a new investment plan described in the remuneration policy. We will address the two items separately, starting with the remuneration policy under item 8.1.
In accordance with Section 6-16 of the Public Limited Liability Companies Act, the Board of Directors has prepared a remuneration policy for the company's senior executives. The current remuneration policy was approved at the Annual General Meeting in 2023. The Board of Directors has proposed to implement new incentive schemes for variable remuneration for the company's senior executives. The new and amended remuneration policy is available on the company's website.
Pursuant to Section 616A of the Public Limited Liability Companies Act, material changes to the company's remuneration policy shall be assessed and approved by the general meeting. Subject to approval by the annual general meeting, the remuneration policy may apply for a period of up to four years. The voting will close in a couple of seconds. No comments have been received. The company's policy for remuneration to senior executives has been adopted. We will then proceed to item 8.2 on the agenda. As part of the updated remuneration policy that was just addressed under item 8.1, a new incentive program for senior executives has been approved. The co-investment plan is further described in Section 3.2.3 of the policy.
To facilitate the participation of senior executives in the co-investment plan, the board proposes to offer loans with a total principal amount of up to NOK 35 million plus interest to those senior executives to finance the purchase of shares in the company. The loans will constitute financial assistance covered by Section 8.10 of the Norwegian Public Companies Act.
Further, to allow the company to use the acquired shares and the matching shares as security for the loans, the board proposes that the board is given authorization to establish contractual pledges in the company's shares pursuant to the Norwegian Public Companies Act, Section 9.5. The board of directors has prepared a report and a statement in accordance with the requirements of Section 8.10 of the Norwegian Public Companies Act, which are available on the company's website. The proposed resolution under item 8.2 is now displayed on the screen.
The voting will close in a couple of seconds. The board's proposal for financial support to senior executives to execute share purchases has now been adopted. Moving on to the items on the agenda that relate to the nomination committee's recommendation, we will start with item 9, which is the nomination committee's report on its work in the period 2024 to 2025. I will let the chair of the nomination committee, Trond Berger, present the nomination committee's report. Note that the nomination committee's report is available on the company's website. So, Trond, go ahead.
Thank you, Andreas. The nomination committee has consisted of, as I said, from Folketrygdfondet and Kjersti Høklingen from [inaudible together with me as chair, Trond Berger, and we have had extensive review and discussion with respect to competence and composition. Between continuity and renewal, we have decided to re-nominate the existing board of Schibsted, and the names are then Karl-Christian Agerup as chair. He is appointed by the Blommenholm Industrier. It is Rune Bjerke as vice chair. It is Philippe Vimard, Satu Kiiskinen, Ulrike Handel, Natasha Ten-Cate, and Rolv Erik Ryssdal , so that's the proposal from the nomination committee.
The agenda is the determination of remuneration for the members of the board for the period from the annual general meeting in 2025 to the annual general meeting in 2026. The nomination committee's proposal is included in the notice in the nomination committee's report available on the website. The proposal is also displayed on the screen now. We will soon close the voting, and those who have not voted are asked to do so now. The voting is now closed, and the nomination committee's proposal for remuneration to the board members has been adopted. Moving on to item 13, the determination of remuneration for the members of the nomination committee for the period from the annual general meeting in 2025 to the annual general meeting in 2026.
The nomination committee has proposed that the chair of the nomination committee receives a remuneration of NOK 169,000, and the other members each receive a remuneration of NOK 105,000. I would then ask those who have not voted to vote on the nomination committee's proposal for remuneration of the committee members now. The voting is closed, and no input has been received on the fee proposal. The committee's proposal has been adopted. The next item on the agenda is the approval of the election of members to the nomination committee. The current committee consists of Trond Berger, Ann Kristin Brautaset, and Kjersti Høklingen. Trond Berger was elected at the annual general meeting in 2024 for a period of two years, i.e., until 2026, while the other members were elected at the 2023 general meeting for the period from 2023 to 2025.
Ann Kristin Brautaset stands for re-election. Kjersti Høklingen has informed the nomination committee that he wishes to resign from the committee with effect from the 2025 general meeting. The nomination committee has proposed to re-elect Ann Kristin Brautaset as member of the committee and to elect Andreas Haug as a new member of the nomination committee, both for a period of two years from today's general meeting. The general meeting is asked to vote on this proposal. We will close the voting shortly. The voting is now closed, and Ann Kristin Brautaset and Andreas Haug are elected as members of the nomination committee until the annual general meeting in 2027.
The next item on the agenda is the approval of the authorization to the board to administer some of the protection inherent in Article 7 of the Articles of Association. Section 7 of the article sets out that certain decisions concerning the group's business must be decided by the general meeting. The Articles of Association allow for this decision-making authority to be fully or partially delegated to the board. In accordance with previous practice, it is proposed that the board is granted the right to make decisions within the framework provided by the proposal. Section 7 of the articles is included in the notice and displayed on the screen now. I will not go through this in detail. The proposed authorization, which is identical to the authorization granted in 2024, is now on the screen. We will close the voting shortly. If you have not voted, please do so now.
The voting is closed, and the proposal to grant the board with authorization in accordance with Section 7. The next item on the agenda is the reduction of the share capital by redemption of own shares. On September 9, initiation of the first tranche of a share buyback program with a total frame of up to 4% of the issued shares with a maximum value of NOK 4 billion. The first tranche covered purchases up to a maximum value of NOK 2 billion and was completed on February 25, 2025. The initiation of the second tranche of the share buyback program was announced on March 10, 2025, and is still ongoing. The Board of Directors proposes to redeem shares acquired as part of the buyback program as of April 7, 2025, namely 3,474,219 A shares and 3,570,206 B shares by way of a share capital reduction in accordance with Section 12.1 of the Public Limited Liability Companies Act.
The Board proposes to retain the remaining 300 B shares to be used in the company's share-based incentive schemes. Pursuant to Section 12.2 of the Public Limited Liability Companies Act, the company's auditor has confirmed that after the reduction, the company's non-distributable equity will still be fully covered. The confirmation is available on the company's website. The proposed resolution is included in the notice and displayed on the screen, so I will not read the proposal. If you have not voted, please do so now. The voting is closed, and the Board's proposal has been adopted. Item 17 on today's agenda is the authorization to the board to buy back company shares.
The board of directors proposes that the general meeting resolves to grant the board of directors authorization to buy back up to 10% of the company's shares for a period from the date of this annual general meeting until the annual general meeting of the company in 2026, but in no event later than June 30, 2026. The shares may serve as settlement or compensation in the company's share-based incentive schemes, as well as employee share savings plan. The shares may also be used to improve the company's capital structure. The proposed resolution is included in the notice and displayed on the screen. So I will not read the proposed resolution. We will soon close the voting. If you have not voted, please do so now.
The voting is closed, and the board's proposal has been adopted. Item 18 on today's agenda is the authorization to the board to increase the share capital. Similar to previous years, the board proposes that the annual general meeting grants the board of directors authorization to issue new shares in the company. The proposed authority, like previous board authorizations, 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 preemptive right of existing shareholders. The proposed resolution is included in the notice and displayed on the screen. We will soon close the voting. If you have not voted, please do so now. The voting is now closed, and the board's proposal has been adopted.
The next item on today's agenda is the approval of the board's authorization to approve distribution of extraordinary dividends. On December 20, 2024, the company announced an intention to pay a special cash dividend of approximately NOK 500 million following the expected receipt of proceeds from Adevinta in the second quarter of 2025. To enable the company to distribute the intended special cash dividend upon receipt of proceeds from Adevinta, the board proposes, in accordance with the Public Companies Act, Section 8.2, that the general meeting authorizes the board to decide on an extraordinary dividend up to an amount of NOK 500 million. Such dividends will be formally based on the company's approved annual accounts for 2024. I will soon close the voting. If you have questions or input, or if you have not voted, please do so now.
The voting is closed, and the board's proposal for authorization to approve distribution of extraordinary dividends has now been adopted. The final item on the agenda is the approval of the board's proposal to amend the Articles of Association to reflect the company's new corporate name, Vend. Consequently, the board proposes that the general meeting resolves to change the company's registered name to Vend Marketplaces ASA. The board's proposal to amend Section 1 of the articles is displayed on the screen. We will soon close the voting. If you have not yet voted, please do so now.
The voting is closed, and the board's proposal on the amendments of the Articles of Association has been adopted. And congratulations to the company with a new name. We have now gone through all of the items on the agenda, and the annual general meeting in Schibsted ASA is therefore concluded. Thank you for your attendance. I hereby declare the general meeting.