| Company announcement no 03-18 20 March 2018 |
This is to convene the Annual General Meeting of North Media A/S, Business Registration number 66 59 01 19. The Annual General Meeting will be held at:
Ingeniørforeningens Mødecenter A/S
Kalvebod Brygge 31-33
DK-1780 Copenhagen V
Friday, 13 April 2018 at 3.00 p.m.
Pursuant to Article 8.2 of the Articles of Association, the agenda is as follows:
1. Presentation of the management commentary for the past year.
2. Presentation of the audited Annual Report and resolution to adopt the Annual Report.
3. Resolution to grant discharge to the members of the Board of Directors and the Executive Board.
4. Resolution on appropriation of profit or covering of loss according to the adopted Annual Report. The Board of Directors proposes a dividend of DKK 1.50 per share in denominations of DKK 5.0.
5. Proposals from the Board of Directors and any proposals from the shareholders:
5.1 Amendment to the Articles of Association: Article 7.4 “advertisement in Søndagsavisen and” to be deleted. The Board of Directors proposes that the calling of general meetings may in future take place without notices in Søndagsavisen.
5.2 Amendment to the Articles of Association: Article 14.1 ”The Company is bound by the signature of Richard Bunck alone, or by the joint signatures of the Chairman of the Board of Directors and the Chief Executive Officer, or by the joint signatures of two members of the Board of Directors and the Chief Executive Officer, or by the joint signatures of two members of the Board of Directors and two executive officers.”
Revised Articles of Association as proposed by the Board of Directors are downloadable from the Company’s website www.northmedia.dk.
5.3 Revised remuneration policy for the Board of Directors and other levels of management of the Group.
6. Election of members to the Board of Directors:
The Board of Directors proposes re-election of the present Board: Richard Bunck, Peter Rasztar, Steen Gede and Ulrik Holsted-Sandgreen.
The Board of Directors also recommends that Mads Dahl Møberg Andersen be elected as new member of the Board of Directors. He has stepped down as Chief Executive Officer of the Company and the subsidiary Forbruger-Kontrakt A/S effective from 31 March 2018. Mads Dahl Møberg Andersen is not independent because of these executive positions. Information about background and competencies of the candidates running for re-election is evident from pages 102 and 103 of the Annual Report for 2017. Mads Dahl Møberg Andersen’s CV is available on www.northmedia.dk together with the other documents concerning the Annual General Meeting.
7. Appointment of auditors:
The Board of Directors proposes that Deloitte Statsautoriseret Revisionspartnerselskab be re-appointed. This proposal is consistent with the recommendation of the Audit Committee and is not influenced by any third parties.
8. Any other business.
Majority requirement
Adoption of proposals under the agenda items 2-4, item 5.3 and items 6-7 requires that proposals be adopted by a simple majority vote, see Section 105 of the Danish Companies Act.
For the motions tabled under items 5.1 and 5.2 of the agenda to be adopted, such motions must be adopted by a majority of votes of two-thirds of votes cast as well as of the voting share capital represented at the Annual General Meeting. The motion in item 5.2 should be viewed in conjunction with the proposed changes in the Board of Directors that were disclosed in connection with the publication of the Annual Report.
Information about registration for and attending the Annual General Meeting
From Tuesday, 20 March 2018, the following information relating to the Annual General Meeting will be available at www.northmedia.dk:
1) This notice convening the meeting with the agenda for the Annual General Meeting, the complete proposals, including the proposed revised remuneration policy, and the total number of shares and voting rights as at the date of the notice
2) The documents to be presented at the Annual General Meeting including the Annual Report 2017 and the revised remuneration policy
3) Registration form, proxy form and postal vote form.
All documents may be downloaded from www.northmedia.dk.
If so requested in writing to North Media A/S, Gladsaxe Møllevej 28, 2860 Søborg, Attn: Investor relations or e-mail: investor@northmedia.dk, the above documents will also be sent by ordinary mail.
A shareholder’s entitlement to attend and vote at the Annual General Meeting is determined on the basis of the shares held by the shareholder at the registration date one week prior to the Annual General Meeting. By Friday, 6 April 2018, accordingly, the shareholder must be listed in the register of shareholders as a shareholder, or at this date have given due notice in this respect with a view to being added to the register of shareholders.
Shareholders are entitled to ask questions to the Board of Directors as well as the Executive Board during the Annual General Meeting. Please submit any questions to the agenda by email to investor@northmedia.dk.
You may request admission cards/give proxy to the Annual General Meeting electronically via e-mail to investor@northmedia.dk or via the Investor Portal at www.northmedia.dk by using your account number and password/Nem-ID. You will receive an instant confirmation of your registration. You may also choose to download the forms from www.northmedia.dk, complete them and send them by mail.
Irrespective of the medium used, your request/proxy must reach Computershare A/S by Monday, 9 April 2018, at 11.59 p.m. Admission cards requested will be handed out at the entry point of the Annual General Meeting. Please note that admission cards will no longer be sent by ordinary mail. Shareholders are entitled to vote by proxy and to attend the Annual General Meeting together with an advisor.
If you want to vote by mail you may do so electronically via the Investor Portal or by downloading the postal vote form from www.northmedia.dk. The form must be completed, dated and signed. Irrespective of the medium used, your postal vote must reach Computershare A/S by Thursday, 12 April 2018, at 10.00 a.m. Please note that you cannot revoke a postal vote.
North Media A/S’ total share capital is DKK 100,275,000 nominal and is divided into shares of a nominal value of DKK 5 each, each share entitling the holder to one vote.
Yours faithfully
North Media A/S
Richard Bunck
Chairman of the Board of Directors
UK Notice convening the Annual General Meeting of North Media 13042018
