North Media A/S grants share options to the Company’s Board of Directors, Executive Board and to selected executives of the Group

24 August 2018

Company announcement no 08-18

The Board of Directors of North Media A/S has resolved to grant share options to a group of 20 persons, consisting of the Company’s Board of Directors, Executive Board and selected executives of the Group, to acquire collectively up to 962,000 shares of a nominal value of DKK 5.00 each in North Media. Thereof, 148,000 shares are granted to the Board of Directors and 318,000 shares to the Executive Board. The grant will take place in three tranches.

Furthermore approximately 100,000 shares have been earmarked for other executives or employees who might later join the share option programme.

No share options are granted to the Company’s principal shareholder and vice-chairman of the Board of Directors, Richard Bunck as well as to attorney-at-law and member of the Board of Directors Ulrik Holsted-Sandgreen.

The objective of this step is to incentivise performance-oriented and value-creating focus and, in doing so, increase the Group’s profit. Also, the aim of the programme is to develop long-term loyalty and to constitute a competitive remuneration to employees under this programme.

The theoretical market value (as assessed using the Black-Scholes model) of the share options granted is DKK 8.2 million. The assessment of the Black-Scholes value includes a 2 to 4-year historical volatility in the share price, calculated at 40.8% to 47.0%, a risk-free interest rate of negative 0.52% to a negative 0.27% and a life of 2.5 to 4.5 years. In accordance with the IFRS accounting policy governing share-based payment, the value of the share options will be recognised in the income statement over the estimated average vesting period, DKK 0.8 million of which will be taken to pre-tax profit or loss for 2018 and DKK 2.4 million for 2019.

Each share option will entitle the holder to acquire one share at a price equivalent to the average of the closing price of the Company’s shares during the period from 17 August 2018 to 23 August 2018, both dates included. On this basis, the exercise price has been calculated at DKK 36.30 per share.

The options will be granted in three tranches:

• Tranche 1 consisting of 252,000 options are granted today and vest up until one week after the publication of the Annual Report for 2020. Tranche 1 options may be exercised during the period of one week after the publication of the Annual Report for 2020 and until four weeks after the date of the publication of the Annual Report for 2021.
• Tranche 2 consisting of 312,000 options are granted one week after the publication of the Annual Report for 2018 and vest up until one week after the publication of the Annual Report for 2021. Tranche 2 options may be exercised during the period of one week after the publication of the Annual Report for 2021 and until four weeks after the date of the publication of the Annual Report for 2022.
• Tranche 3 consisting of 398,000 options are granted one week after the publication of the Annual Report for 2019 and vest up until one week after the publication of the Annual Report for 2022. Tranche 3 options may be exercised during the period of one week after the publication of the Annual Report for 2022 and until four weeks after the date of the publication of the Annual Report for 2023.

During the exercise period, the options may only be exercised in the windows applicable at the exercise date pursuant to the internal rules laid down by the Company in accordance with the rules of the Danish Capital Markets Act and Nasdaq Copenhagen.

Share options are granted in accordance with the Company’s remuneration policy that was adopted at the Annual General Meeting held by North Media A/S on 13 April 2018.

On 24 August 2018, the Company has a portfolio of 1,100,000 treasury shares, which is sufficient to fund all share options.

For further details, please contact Kåre Wigh, Group Executive Director & CFO, at .

Yours faithfully

North Media A/S

Mads Dahl 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.