Annual Report 2009

Opinions in the Age of New Media

Articles of Association

§1
Trust name The name of the trust is “Stiftelsen Tinius”. The Board of Directors represent the Trust externally. The Board may authorize the Chairman to represent the Trust externally as long as Tinius Nagell-Erichsen remains Chairman. After that, the Board may authorize the Chairman and one Board Member together to represent the Trust externally.

§2
Basic capital The Trust is established by Tinius Nagell-Erichsen in a deed of gift dated 8 May 1996, with a basic capital of NOK 10,000,000.

§3
Objective The Trust is the owner of the voting A share in Blommenholm Industrier AS. The Trust shall manage the share and other assets belonging to the Trust in accordance with the following guidelines: The Schibsted Group is to be run according to the main editorial and business guidelines laid down on formation of the Group, guidelines which have since been governing the Group operations. The Schibsted Group is to be run in such a way that it ensures free and independent editing of the newspapers owned by the Group and its subsidiaries involved in editorial operations. The Schibsted Group is to strive for quality and credibility in all its publications, and defend values such as religious freedom, tolerance, human rights and democratic principles. The Trust is to work to achieve the long-term, healthy financial development of the Schibsted Group. When necessary, the Trust shall also work to impact the general conditions essential to ensure a free and independent press.

§4
The Trust Board The Trust Board shall during Tinius Nagell- Erichsen’s lifetime consist of not less than three and not more than four directors. Tinius Nagell- Erichsen appoints the directors to the Board in his lifetime. After that, the Board shall consist of three directors appointed by Mr. Nagell-Erichsen prior to his death. Each director is to appoint his/her personal deputy director. The deputy director automatically succeeds the director when his/her term comes to an end. In the future, each Board Member shall at any time appoint a Deputy Member who will also be his/her personal successor. The director who has appointed the deputy can, before the deputy becomes a full Board Member, reconsider and appoint someone else to be his/her personal deputy. Tinius Nagell-Erichsen is to be Chairman for as long as he remains on the Board. After that, the Board shall elect a Chairman.

§5
Decision-making by directors In the event that a Board Member has made apologies for his/her absence at the meeting, the Deputy Member shall meet in his/her place. A quorum is present when all the Board Members or their deputies are present. The Board’s decisions should be unanimous. If that is not possible, even after consideration of the issue in question at a new Board meeting, the majority decision stands. The Board of Directors can, within the scope of the law, unanimously adopt amendments to the Articles of Association and proposals to dissolve the Trust. The Board of Directors shall endeavour to reach solutions in accordance with the intentions stated in § 3 Objective, but are expected to show considerable business flexibility. §6 Auditor The auditors are elected by the Board.