Good afternoon, everyone, and welcome to the Annual General Meeting of Adevinta ASA for 2021. My name is Lars Knem Christie, and I've been asked to open this general meeting. Together with me from the company, I have Rolv Erik Ryssdal, the Chief Executive Officer, Orla Noonan, Chairperson of the Board of Directors by phone. Also present, Trond Berger, being Chairperson of the Nomination Committee, and Kjetil Rimstad from the company's auditor, Ernst & Young. In addition, there are also a few shareholders present. A few practical points before we proceed to the formal meeting. The notice for the Annual General Meeting has been dispatched to all shareholders. We will now proceed to the attendance on the AGM. There are approximately 89% attendance of the total share capital, consisting of 1,091,006,320 shares, including all B shares and 893,586,092 A shares. In total, approximately 89% attendance. I will now proceed to the formal agenda, and agenda item number one is the approval of the notice and the agenda. Are there any comments or questions to the notice or the agenda? That does not seem to be the case. We will proceed to the voting. The proposal is that the notice and the agenda were approved. Are there any shareholders present that wants to vote against this resolution? That does not seem to be the case, then that resolution is approved with sufficient majority. I go to item number two, election of a chairperson for the meeting. It is proposed that me, Lars Knem Christie, is elected as chair of the meeting. I am a Partner at the law firm BAHR. Are there any questions or comments to that proposal? Doesn't seem to be the case, then we proceed to voting. Are there any shareholders present who wants to vote against this resolution? Does not seem to be the case. That resolution is approved with sufficient majority. We proceed to item number three, election of a person to co-sign the minutes. I propose that Rolv Erik Ryssdal, being the company's CEO, will co-sign the minutes together with me. Are there any questions or comments to that proposal? Does not seem to be the case. We proceed to voting. Suggestion is that Rolv Erik was elected to co-sign the minutes together with the chair of the meeting. Shareholders present wants to vote against this resolution? Doesn't seem to be the case. That proposal is approved with sufficient majority. We proceed to item number four, which is the approval of the financial statement and the Board of Directors report for 2020 for Adevinta ASA and the Adevinta Group. I hereby give the word to the company's CEO, Rolv Erik Ryssdal. Okay. Thank you, Lars. We started the year with a strong positive momentum, and then the COVID crisis changed the business environment dramatically in our markets. Excuse me. However, the recovery was swift in many parts of our operations, and this was helped by strong cost-saving initiatives. The group achieved a robust performance in challenging circumstances. Adevinta's operating revenues in 2020 was EUR 727 million, and which was a small decrease compared to the last year due to weaker performance in certain global markets. Although this was partially offset by improved performance in France, which increased its overall revenue. With a healthy improvement in core classified revenue in most markets, while advertising revenue was on a soft positive trend. EBITDA decreased from EUR 206 million-EUR 194 million, representing a 27% margin, down 2 percentage points year-over-year. Can we go to the next slide, thank you. In July 2020, Adevinta announced a big and truly game-changing transaction with the exciting news that they had agreed to acquire eBay Classifieds Group. Now that they have completed the transaction, this acquisition will transform Adevinta into a globally scaled pure-play online classified leader with a leading market position in 16 countries, covering 1,000,000,000 people and with around 3,000,000,000 monthly visits. In October, we boosted our presence in Brazil's online real estate classifieds when our equal joint venture, OLX Brazil, acquired Grupo ZAP in a move that positions us as a key player in the real estate market. There's a huge potential for digitization in this sector, with numerous opportunities to create integrated solutions that enhance the experience of buying, selling, or renting properties. We also continue our portfolio optimization to ensure we capture the right growth opportunities. We completed four divestments during the year, beginning in June 2020 with Corotos, Dominican Republic, and continuing in October 2020 with Avito in Morocco, Tayara in Tunisia, and Fincaraíz in Colombia. In February 2021, we sold Yapo in Chile. The new owners have an emerging markets expertise and local focus that will help these businesses reach their full potential. We significantly strengthened our product and technology capabilities in 2020 with implementation of new transactional solutions and the leboncoin fund. These solutions allow us to support the complete customer journey and include peer-to-peer payments, trust profiles and ratings, fraud detection, and delivery. The transactional model allows us to tap into important new revenue streams and will use the leboncoin playbook to strengthen the monetization of all our generally classified platforms over time. The key product and technology area we focused on in 2020 was machine learning and AI, artificial intelligence capabilities. At the start of the year, we were already applying machine learning in four different features across our portfolio. We set the target to double that, and by the end of 2020, we had significantly over-delivered. Adevinta has created its own specialist machine learning academy to increase knowledge, adaptation, and use of machine learning models. I think I stop there, Chairman, unless there are I have to answer any questions. Thank you very much. This is Lars Christie speaking again. Are there any questions or comments to the presentation provided by Mr. Ryssdal? That does not seem to be the case, then I suggest we proceed to voting. The proposal is that the general meeting approve the financial statements and the board of directors' report for 2020 for Adevinta ASA and the Adevinta Group. Are there any shareholders wanting to vote against this proposal? That does not seem to be the case, then that resolution is passed by sufficient majority. I proceed to item five on the agenda, which is consideration of reports of public governance. This is a required document that any listed company shall present. For Adevinta, it is included in its annual report for 2020, starting on page 38, where it is elaborated on each of the 15 proposals or recommendations for public governance. The report is, as I mentioned, included in the annual report, which is available to all shareholders. I don't think there is a need to go through all that report in detail. Are there any questions or comments to that report? That does not seem to be the case. There is no voting under this item. We will just assume that the shareholders' meeting took that consideration into account. We move on to item six, which is approval of the board of directors' declaration of salary and other remuneration of the executive management. This is also a required statement for any listed company in Oslo, as Adevinta. The declaration is included in note nine of the annual report for 2020. This declaration is binding on the company. I would like to note specifically that the manner for granting of awards under the company's performance share plan will be consistent with previous year, so that the commencement of the performance period and anchor date for award determinations will be January 1st, 2021, which is a comment made on the AGM. I don't find a need to elaborate on the declaration as included in the annual report in further detail. Are there any comments or questions to this agenda item? That does not seem to be the case. We proceed to voting, and the proposal for vote is the general meeting approve and adopt the board of directors' declaration of salary and other remunerations to the senior management. Are there any shareholders wanting to vote against this proposal? That does not seem to be the case. That proposal is adopted with sufficient majority. We will proceed to item number seven, approval of the auditor's fee for 2020. The proposal is explained in the notice. The proposed remuneration for the audit work for Adevinta ASA is EUR 200,000. Are there any questions or comments to this agenda item? That does not seem to be the case. We proceed to voting. The proposal is that the general meeting approve the auditor's fee of EUR 200,000 for the ordinary audit of Adevinta ASA. Any shareholders wanting to vote against this proposal? That does not seem to be the case. That proposal is adopted with sufficient majority. We will proceed to item eight, election of board of directors, and I will hand the word to Mr. Trond Berger, the Chairperson of the Nomination Committee. Thank you very much. The nomination committee report has been sent out, and as you have noted, the closing took place June 25, and the version is then updated as a result of the closing. It was not decided to finally what will be the closing date when we sent out the recommendation June 7th. Now that the closing has taken place, it is an updated version that has also been sent out, so I am referring to that. The nomination committee has then proposed to reelect following board members, and that is Orla Noonan, Chair, that is Fernando Abril, also reelected, and Peter Brooks-Johnson, and Sophie Javary, and Kristin Skogen Lund. All these board members will be proposed to be reelected. The nomination committee has looked into two new members of the board. it has been important to have somebody that really understands the German market, because that's an important part of the new company after the closing. Therefore, we have proposed Julia Jäkel, a new member. She has extensive experience from the Bertelsmann Group in different positions and also been in different boards in Germany. She's a very known person in that market. product and tech is also important for the group, and therefore we have proposed Michael Nilles. He is now chief digital officer in the Henkel Group but also have long experience working with product and tech, which is relevant for the Adevinta Group. All these proposals is now proposed, reelected for one year until the general meeting in 2022. We propose that I proceed to take all the items that comes from the nomination committee. I'll proceed to item nine, approval of remuneration of the members of the board of directors. It also been sent out, and the proposed resolution is that the chair of the board will receive NOK 1,450 or NOK 1,450,000. Other board members, NOK 750,000. The chair of the audit and r isk committee NOK 225,000. Other members of the audit committee, NOK 140,000. Chair of the remuneration committee NOK 150,000. Other members NOK 100,000. Chair of the integration committee NOK 225,000, and other members of the integration committee NOK 140,000. That was the proposed fee levels. Going to item 10, and that's the election of a new member to the nomination committee. In order to fulfill the requirement in the Articles of Association to have an independent committee, it is proposed then that Ole Dahl will be a new member in the nomination committee. The term until the general meeting in 2023. Ole Dahl, he is now currently a fund manager in Arctic Asset Management and has extensive experience from the fund management industry and also knows very well both Schibsted and Adevinta as an investor. We have item 11, approval of remuneration to the members of the nomination committee. That's also been sent out, and I'm referring then to the proposed resolution. Chair of the nomination committee, EUR 158,000. Other nomination members, EUR 105,000. That concludes the section that I, the head of the nomination committee, should walk you through. I give the word back to Lars. Thank you very much, Trond Berger. The nomination committee has provided all these four recommendations for board election, for remuneration, nomination committee election, and nomination committee remuneration. Are there any questions to Mr. Berger before we proceed back to the official agenda? That does not seem to be the case. I suggest we proceed to the voting on item eight, which is election of the members of the board. The nomination committee then proposed that Orla Noonan being reelected as chair, Fernando Hernández reelected, Peter Brooks-Johnson reelected, Sophie Javary reelected, a new member, Julia Jäkel, and new member Michael Nilles, and they will have a term until 2022. That will be the proposal from the nomination committee on board election. Are there any comments or questions to that proposal? That does not seem to be the case. We proceed to voting. Any shareholders wanting to vote against this resolution? That does not seem to be the case, that resolution is adopted with sufficient majority. We proceed to item nine, approval of remuneration to the members of the board of directors. I refer to the presentation just been made by Mr. Berger. The proposal is that the general meeting approves the remuneration for the board of directors and board committees for the period until the Annual General Meeting 2022. Chair of the board, NOK 1,450,000. Other board members, NOK 750,000. Chair of the audit and risk committee, NOK 225,000, and other members, NOK 140,000. Chair of the remuneration committee, NOK 150,000, and other members, NOK 100,000. Chair of the integration committee, NOK 225,000, and other members of that committee, NOK 140,000. Any shareholders wanting to vote against this resolution? That does not seem to be the case, that is adopted with sufficient majority. We will proceed to item number 10, which is election of members of the nomination committee. Again, I refer to the presentation just been made by Mr. Berger. I would also like to make a specific comment that in the notice for the AGM, it was included that this election should take place at the closing of the or subject to closing of the eBay transaction. As the eBay transaction has already closed, that specific wording in the proposal will be taken out as it now is abandoned. The proposal will be that the general meeting approves the election of Mr. Dahl, new member to the nomination committee, with a term until the Annual General Meeting in 2023. Are there any comments to that proposal? Any shareholders wanting to vote against the proposal? Does not seem to be the case, then that is approved with sufficient majority. We proceed to the approval of remuneration to members of the nomination committee. I also, on this point, refer to the presentation just been made by Mr. Trond Berger. The proposed resolution is as follows: The general meeting approves the remuneration for the nomination committee for the period until the Annual General Meeting in 2022. Chair, EUR 158,000, and other nomination committee members, EUR 105,000. Any comments or questions to that proposed resolution? Any shareholders wanting to vote against this resolution? That does not seem to be the case, then that is approved with sufficient majority. I proceed to item number 12, which is the authorization to the board of directors to increase the share capital. The further background for the proposal is included in the notice. I would like to make one specific comment, and that is in the notice to the AGM, it was included that this resolution should be conditional on the eBay closing in terms of the number or the maximum amount for the authorization. The point being made that it's supposed to be 10% of the share capital, but that was included wording to reflect if the eBay closing would happen before or after the AGM. Now, since the eBay closing has taken place prior to the AGM, it is proposed that that language is excluded from the resolution as that condition has already taken place. Are there any comments to this proposal? That does not seem to be the case. the proposal for resolution is as follows, as adjusted on the AGM. The board of directors is authorized pursuant to the Norwegian Public Limited Liability Company Act, Section 10-14 (1), to increase the company's share capital on one or more occasions by up to NOK 24,498,859, being the maximum amount, by the issue of shares in any and all share classes as may be issued at the time of the use of the authorization. This authorization and the authorization to issue loans as set out in item 13 of the minutes from the Annual General Meeting, held on June 29th, 2021, shall, however, be restricted so that it cannot be utilized to issue shares and convertible loans that, in the aggregate, would result in a share capital increase in excess of the maximum amount upon full conversion of any convertible loans. Point two of the proposal, the authority shall remain in force until the Annual General Meeting in 2022, but in no event later than June 30th, 2022. Three, the shareholders' pre-emptive rights pursuant to Section 10-4 of the Public Limited Liability Companies Act may be set aside. Point four, the authority includes capital increases against contributions in cash and contributions other than in cash. The authority includes the right to incur special obligations for the company, ref 10-2 of the Public Limited Liability Companies Act. The authority includes resolutions on mergers in accordance with Section 13-5 of the Public Limited Liability Companies Act. 5 of the resolution, upon registration of this authorization with the Norwegian Register of Business Enterprises, this authorization replaces previously granted authorization to increase capital. Are there any comments to the proposal? Are there any shareholders wanting to vote against this proposal? That does not seem to be the case, then I conclude that this proposal is approved with sufficient majority. We proceed to item 13, authorization to the board of directors to issue convertible loans. I refer to the specific comments made on item 12 regarding the conditionality of the eBay closing to set the maximum amount of 10%. There is therefore made a specific adjustment in the wording to make that regulation redundant. I will go to read the proposal due to this correction. Point one, the board of directors is authorized to raise new convertible loans in one or several occasions up to a total amount of EUR 7.5 billion or the equivalent in any other currencies. The share capital of the company may be increased by a total of NOK 24,498,859, being the maximum amount, as a result of the convertible loans being converted into equity by the issue of shares in any or all share classes as may be issued at the time of the use of the authorization. This authorization and the authorization to issue shares as set out in item 12 of the minutes from the Annual General Meeting held June 29th, 2021 shall, however, be restricted so that they cannot be utilized to issue shares and convertible loans that, in the aggregate, would result in a share capital increase in excess of the maximum amount upon full conversion of any convertible loans. Point three, the shareholders' pre-emptive rights to subscribe for the loans pursuant to the Public Limited Liability Companies Act, Section 11-4, ref 10-4 and 10-5 may be set aside. This authorization shall be effective from the date it is registered in the Norwegian Register of Business Enterprises and shall be valid until the Annual General Meeting in 2022, however, not later than June 30th, 2022. Point five, upon registration of this authorization with the Norwegian Register of Business Enterprises, this authorization replaces previously granted authorization to issue convertible loans. Are there comments or questions to the proposal? That does not seem to be the case. I proceed to voting. Are there any shareholders wanting to vote against this resolution? That does not seem to be the case, then I conclude that this is approved with sufficient majority. We proceed to item 14, authorization to the board of directors to buy back the company's shares. I would like to make a specific point also on this item that the same conditionality regarding the 10% pre or post eBay closing was also included in the wording in the notice. Since the closing has happened, then we have proposed to then delete that conditionality language so that the authorization is at 10% of the current share capital as with the other two board authorizations. I then proceed to read out the adjusted resolution. The board of directors is authorized pursuant to the Norwegian Public Limited Liability Companies Act to acquire and dispose of own shares in any or all share classes as may be issued at the time of the use of the authorization in Adevinta ASA. The total nominal value of shares acquired by the company may not exceed NOK 24,498,859. Two, the authorization is valid until the Annual General Meeting in 2022, but in no event later than June 30th, 2022. Three, the minimum amount which can be paid for the shares is NOK 20, and the maximum amount is NOK 750. Three, the board of directors is free to decide on the acquisition method and possible subsequent sale of shares. Five, shares acquired may be used in relation to incentive schemes for employees of the Adevinta group as consideration in connection with acquisition of businesses and/or to improve the company's capital structure. Six, upon registration of this authorization with the Norwegian Business Enterprises, this authorization replaces previously granted authorization to acquire the company's shares. Are there any comments or questions to that proposal? No. I proceed to voting. Are there any shareholder present who would like to vote against this resolution? That is not the case, then I conclude that that is approved with sufficient majority. We will proceed to the last agenda item on the AGM. Item 15, amendment to the company's article of association. In the articles, as newly entered into force in connection with eBay closing in section six, number five, there is a proposed change of that existing has just been put into force. I will not read up that proposal as it is included in its entirety in notice for the AGM, and I will assume that proposal is documented at the AGM. Are there any comments to that proposal? Not the case, then we proceed to voting. Are there any shareholders present that wants to vote against this resolution? That is not the case, then I conclude that that proposal is approved with sufficient majority. That was the last agenda item on this year's AGM. There will be a minute from this meeting that will be made available to the shareholders following the meeting, where it also will be an attachment where all the votes cast is recorded. Are there any final comments or questions from shareholders or anyone before I complete this AGM? That is not the case, then I say thank you all who pay attention to the AGM in Adevinta. Have a nice day. Thank you.
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