Notice to convene the Annual General Meeting of North Media A/S
Company announcement no 09-20
2 March 2020
This is to convene the Annual General Meeting of North Media A/S, company reg. (CVR) no. 66 59 01 19.The Annual General Meeting will be held at:IDA Conference
Kalvebod Brygge 31-33
1560 Copenhagen V
Denmarkon Friday, 27 March 2020 at 3:00 p.m.Agenda and complete proposals:1. Presentation of the management report on the Company’s activities in the past year.2. Presentation of the audited annual report and resolution to adopt the annual report.3. Resolution to discharge the members of the Board of Directors and the Executive Board from liability.4. Resolution as to the appropriation of profit or covering of loss according to the adopted annual report.The Board of Directors proposes a dividend of DKK 4.00 per share with a nominal value of DKK 5.00.5. Resolutions proposed by the Board of Directors or shareholders.5.1 Proposal from the Board of Directors to authorise the Board of Directors to acquire treasury shares.The Board of Directors proposes that the shareholders in general meeting authorise the Board of Directors to allow the Company to acquire, on a current basis, treasury shares with a total value of up to 15% of the share capital in accordance with applicable law. Treasury shares may be acquired at the official market price applicable at the time of purchase subject to a deviation of up to plus or minus 5%. The authorisation will be granted for a five-year period ending on 27 March 2025.5.2 Amendments to the Company’s remuneration policy for the Board of Directors and the Executive Board.The Board of Directors proposes that the shareholders in general meeting adopt the Company’s updated remuneration policy. The remuneration policy has been updated as a result of the new requirements under sections 139 and 139a of the Danish Companies Act. The updated draft remuneration policy is available at the Company’s website, www.northmedia.dk.5.3 Amendment to the Company’s Articles of Association.The Board of Directors proposes to amend the standard agenda for the Company’s Annual General Meeting. The proposed resolution entails that article 8.2 of the Articles of Association is amended to read as follows (text added is marked in bold):6 Election of members to the Board of Directors:The Board of Directors proposes re-election of the existing members of the Board of Directors: Mads Dahl Møberg Andersen, Richard Bunck, Peter Rasztar and Ulrik Holsted-Sandgreen.The Board of Directors further proposes that Thomas Weikop and Ulrik Falkner Thagesen be elected as new members of the Board of Directors.The documents to be used at the Annual General Meeting and information about the background and qualifications of the board candidates seeking election or re-election are available at www.northmedia.dk.7 Appointment of auditors.The Board of Directors proposes re-appointment of PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab (PwC) based on a recommendation by the Audit Committee. The recommendation by the Audit Committee has not been influenced by any third party, and the Audit Committee has not been bound by any agreement with any third party restricting the shareholders’ appointment of auditors.8 Any other business.Majority requirementAdoption of the proposals set out in agenda items 2-5.2 and 6-7 requires that the resolutions are passed by a simple majority of votes, see section 105 of the Danish Companies Act and article 10.2 of the Company’s Articles of Association.Adoption of the proposal set out in agenda item 5.3 requires that the resolution is passed by a majority of at least two thirds of the votes cast and of the voting share capital represented at the general meeting, see section 106(1) of the Danish Companies Act and article 10.3 of the Company’s Articles of Association.
Registration for and attendance at the Annual General MeetingFrom 2 March 2020, the following documents for use at the Annual General Meeting will be available at www.northmedia.dk:(1) This notice to convene the Annual General Meeting, including the agenda of the meeting, the complete proposals and information about the total number of shares and voting rights at the date of the notice.(2) The documents to be presented at the Annual General Meeting, including the annual report for 2019.(3) Registration form, proxy form and postal voting form.All documents can be downloaded from www.northmedia.dk. The documents are also available from North Media on request. Please submit a written request by letter to North Media A/S, Gladsaxe Møllevej 28, 2860 Søborg, Denmark, for the attention of Investor Relations or by e-mail to firstname.lastname@example.org. The documents listed above will be sent to you by ordinary mail.Shareholders’ right to attend and vote at the Annual General Meeting is determined on the basis of the shares held them at the registration date, which is one week before the date of the Annual General Meeting. Accordingly, shareholders must be registered as such in the Company’s register of shareholders or have given due notification with a view to entry into the register of shareholders on Friday, 20 March 2020 at the latest.Shareholders may ask questions to the Board of Directors and the Executive Board during the Annual General Meeting. Please submit any questions concerning the agenda by e-mail to email@example.com.Admission card/proxy form for the Annual General Meeting may be requested electronically by e-mail sent to firstname.lastname@example.org or via the Investor Portal at www.northmedia.dk using your custody account no. and password/NemID. You will receive immediate confirmation of registration via the portal.The documents can also be downloaded from www.northmedia.dk. The documents must be completed and returned by ordinary mail to North Media A/S, Gladsaxe Møllevej 28, 2860 Søborg, Denmark, for the attention of Investor Relations.Regardless of the medium chosen, your registration must be received by Computershare A/S on Monday, 23 March 2020 at 11:59 p.m. at the latest. Admission cards requested by shareholders will be handed out at the venue of the meeting. Please note that admission cards are no longer sent by ordinary mail.Shareholders are entitled to attend by proxy and may also attend together with an adviser.If you wish to vote by postal vote, you may do so electronically via the Investor Portal or by downloading the postal voting form from www.northmedia.dk. The form must be completed, dated and signed. Regardless of the medium chosen, the postal voting form must be received by Computershare A/S on Thursday, 26 March 2020 at 10:00 a.m. at the latest. Please note that postal votes cannot be revoked.The aggregate share capital of North Media A/S amounts to DKK 100,275,000 nominal value and is divided into shares with a nominal value of DKK 5.00 each, each share entitling the holder to one vote.
North Media A/SMads Dahl Møberg Andersen
Chairman of the Board of Directors
This document is an unofficial translation of the Danish original. In the event of any inconsistencies, the Danish version shall apply.