Articles of Association

These Articles of Association were last amended on 19th December 2024.

Article 1 The Firm

The name of the Trust is «Stiftelsen Tinius» [hereinafter referred to as The Tinius Trust].

The Tinius Trust was established by Tinius Nagell-Erichsen by means of a Deed of Gift dated 8th May 1996.

The Contributed Capital of the Trust is NOK 42,862,184.

The Tinius Trust is an enterprise foundation with an ideal non-profit objective.

The Board of Directors represents the Trust externally. The Board may grant the Chairman of the Board and one Board Member a shared right to represent the Trust externally.

Article 2 Objective

The Trust owns the Blommenholm Industrier AS shares. The Trust shall manage said shares and the other assets of the Trust in accordance with the following guidelines:

the Schibsted Group shall be run in accordance with the editorial and commercial principal lines upon which the Group was founded and which have been indicative since then;

the running of the Schibsted Group shall ensure that the editorial offices of the Group newspapers and media, as well as other subsidiaries with editorial activities, remain free and independent;

any and all Schibsted Group publications shall aim for quality and credibility. They shall defend values such as liberty of conscience, freedom of speech, free press, tolerance, human rights and democratic principles;

the Trust shall work to secure the long-term and financially sound growth of the Schibsted Group;

when required, the Trust shall work for and support projects affecting framework conditions that are essential to ensuring free and independent editorial offices.

Article 3 Composition of the Board of Directors

The Tinius Trust Board of Directors is comprised of five to seven individuals.

The Members shall have varied skills relevant to the objective of the Tinius Trust. The Board appoints its own Chairman.

The Board is self-perpetuating. Appointment of new Board Members is subject to voting in accordance with Article 4.

The Board shall evaluate its activities on a current basis and should regularly employ professional external assistance for such evaluations.

A Board Member may be dismissed following a vote pursuant to Article 4, cf. Section 29(2) of the Norwegian Trust Act (Stiftelsesloven).

Board Members must resign at the age of 72 years of age.

Article 4 Board of Directors Decisions

All Board decisions should be unanimous. Should this not be possible, and once the matter has been deliberated at a new meeting, the matter shall be settled by means of a majority decision. In the event of a tie, the Chairman of the Board shall have two votes.

Within the provisions of applicable law, the Board may decide to amend the Articles of Association, respectively, and dissolve the Trust based on a unanimous vote. In case of dissolution, the means of the Trust shall be spent in harmony with the objective of the Trust.

Although the Board shall endeavour to find solutions in harmony with the objective of the Trust, the Board is expected to demonstrate significant commercial flexibility in its work.

Article 5 Accountant

The Board shall appoint an accountant.