Registration Document

Schibsted ASA – 12.08 2014 Registration Document Registration Document Schibsted ASA Oslo, 12.08 2014 Prepared according to Commission Regulation (EC) No 809/2004 - Annex IX Schibsted ASA – 12.08 2014 Registration Document Important notice The Arranger and/or affiliated companies and/or officers, directors and employees may be a market maker or hold a position in any instrument or related instrument discussed in this Registration Document, and may perform or seek to perform financial advisory or banking services related to such instruments. The Arrangers corporate finance department may act as manager or co-manager for this Issuer in private and/or public placement and/or resale not publicly available or commonly known. Copies of this Registration Document are not being mailed or otherwise distributed or sent in or into or made available in the United States other than on the Issuer’s web page. Persons receiving this document (including custodians, nominees and trustees) must not distribute or send such documents or any related documents in or into the United States. Other than in compliance with applicable United States securities laws, no solicitations are being made or will be made, directly or indirectly, in the United States. Securities will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The distribution of the Registration Document may be limited by law also in other jurisdictions, for example in Canada, Japan and in the United Kingdom. The Prospectus has been reviewed and approved by the Norwegian FSA in accordance with sections 7-7 and 7-8, cf. section 7-3 of the Norwegian Securities Trading Act. The Norwegian FSA has not controlled or approved the accuracy or completeness of the information given in this Prospectus. The approval given by the Norwegian FSA only relates to the Issuer's descriptions pursuant to a pre-defined check list of requirements. The Norwegian FSA has not made any form of control or approval relating to corporate matters described in or otherwise covered by this Prospectus. Page 2 of 27 Schibsted ASA – 12.08 2014 Registration Document Table of Contents: 1. Risk factors ................................................................................................................... 4 2. Persons responsible ........................................................................................................ 6 3. Definitions ..................................................................................................................... 7 4. Third part information ..................................................................................................... 8 5. Statutory auditors .......................................................................................................... 9 6. Information about the issuer .......................................................................................... 10 7. Business overview ........................................................................................................ 12 8. Administrative, management and supervisory bodies ......................................................... 18 9. Major shareholders ....................................................................................................... 23 10. Financial information concerning the issuer's assets and liabilities, financial position and profits and losses ....................................................................................................................... 24 11. Documents on display ................................................................................................. 26 12. Cross reference list: .................................................................................................... 27 Page 3 of 27 Schibsted ASA – 12.08 2014 Registration Document 1. Risk factors Market risk Schibsted’s advertising revenues are to a certain extent affected by cyclical developments in real economy figures, notably GDP growth, unemployment rates, and consumer confidence. The Group’s advertising revenues from the recruitment market and, to a lesser extent, the real estate market and display advertising, are the revenue streams most exposed to cyclicality. Year to date 2014, as of the second quarter, the Group’s advertising revenues amounted to 60 percent of total revenues. Around five percent of Schibsted’s revenues come from recruitment advertising. Most of these revenues come from the print newspapers in Schibsted Norge, InfoJobs Spain, and Finn.no. Most of the future growth is expected to come from consumer-oriented classifieds services such as Blocket and Leboncoin. These revenues are considered to have a relatively low degree of cyclicality. The Group’s revenues from the print newspapers are impacted by structural changes in media consumption, resulting in accelerated migration from print to digital consumption. Moreover, the Group is facing structural changes in the digital advertising market as advertising revenues follow the user consumption patterns from print to digital platforms. The Group’s ambition is to proactively address and reduce the impact of these risks, and the key focus areas in the Group’s strategy contribute to achieving this. In Q2 2014, the Group’s online revenues accounted for 54 percent of the total revenues compared to 46 percent in the equivalent quarter in 2013. As a global player in an industry subject to technology developments that advance at an increasingly rapid pace, the Group is exposed to potential competition from disruptive players, technology or business models. The classifieds operations also face a competitive environment in several markets. Strategic initiatives such as the Group’s commitment to technology and innovation, and to diversification of revenue streams from the media houses, online classifieds, and the growth companies, are all aimed at reducing the impact of this risk. Currency risk Schibsted has Norwegian krone (NOK) as its basic currency, and through its operations outside Norway is exposed to fluctuations in the exchange rates of other currencies. Schibsted has exchange rate risks linked to both balance sheet monetary items and the translation of investments in foreign operations. The Group makes use of loans in foreign currencies and financial derivatives (forward contracts and cross-currency swaps) to reduce its foreign exchange exposure. The loans in foreign currencies and financial derivatives are managed actively in accordance with the Group’s financial strategy in order to reduce the currency risk. Exchange rate fluctuations may affect the ratio of net interest-bearing debt to gross operating profit (EBITDA). A general 10-percent deterioration in NOK will increase the Group’s net interest- bearing debt by around NOK 165 million as at 30 June 2014 and will cause a change in the ratio of net interest-bearing debt to EBITDA of around 0.08. Interest rate risk Schibsted has floating interest rates on most of its interest-bearing borrowings according to the financial strategy and is thereby influenced by changes in the interest market. A change of 1 percentage point in the floating interest rate means a change in Schibsted’s interest expenses of approximately NOK 26 million. Raw materials risk Schibsted is a consumer of newsprint and is therefore exposed to price changes. A change in the price of 1 percent has an impact on raw materials costs for the Group of approximately NOK 4 million per year. Newsprint prices in Norway, Sweden and Spain are negotiated annually with suppliers. Credit and counterparty risk The Group has recorded a low level of losses relating to trade receivables. Account receivables are diversified among many customers, customer categories and markets. Account receivables consist of a combination of prepaid subscription or advertisements and sales invoiced after delivery of the product. For some receivables there is no or very little credit risk Page 4 of 27 Schibsted ASA – 12.08 2014 Registration Document (prepaid subscription and payments made by credit card at purchase date) and for other receivables the credit risk is higher. Credit risk will also vary among countries in which Schibsted operates. To some extent credit insurance is also used. Liquidity risk The Group’s portfolio of loans and loan facilities is well diversified both regarding maturity profile and lenders. As of the second quarter 2014 Schibsted has a long-term liquidity reserve of NOK 4.2 billion and net interest-bearing debt is NOK 2,183 million. The liquidity reserve corresponds to 28 percent of the Group’s turnover. The Group has as target that the aggregate liquidity reserve should be at least 10% of the next 12 months’ expected turnover. Schibsted’s loan agreements contain financial covenants regarding the ratio of net interest-bearing debt to gross operating profit. The ratio shall normally not exceed 3, but can be reported at higher levels up to three quarters during the loan period, as long as the ratio stays below 4. Page 5 of 27 Schibsted ASA – 12.08 2014 Registration Document 2. Persons responsible Schibsted ASA confirms that, having taken all reasonable care to ensure that such is the case, the information contained in the registration document is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import. Oslo, 12.08 2014 Schibsted ASA Page 6 of 27 Schibsted ASA

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