Notice convening the Annual General Meeting of North Media A/S

Company announcement no X-2025

14 March 2025

Notice of the Annual General Meeting of North Media A/S

Friday, 11 April 2024 at 15:00 (CEST)

being held at North Media A/S, Gladsaxe Møllevej 28, 2860 Søborg, Denmark.

Agenda and complete proposals:

1.    Presentation of the management commentary on the Company’s activities for the year 2024.

The Board of Directors recommends that the management commentary be duly noted. 

2.    Presentation of the audited Annual Report and resolution to adopt the Annual Report. 

The Board of Directors proposes that the Annual Report be adopted.

3.    Resolution as to the appropriation of profit or covering of loss, according to the adopted Annual Report.

The Board of Directors has decided that there will be no dividend for 2024.

4.    Presentation of the remuneration report and resolution to adopt the remuneration report.

The Board of Directors proposes that the remuneration report be adopted.

5.    Resolutions proposed by the Board of Directors or the shareholders.

5.1.    The Board of Directors proposes that the shareholders in general meeting authorise the Board of Directors to allow the Company to, on a current basis, acquire treasury shares with a total value of up to 15% of the share capital, at the time of the exercise of authority 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 11 April 2030.

5.2.     The Company has not received any proposals from the shareholders.

6.    Election of members to the Board of Directors.

The Board of Directors proposes the re-election of all current members of the Board of Directors: 

Ole Elverdam Borch, Richard Bunck, Ulrik Holsted-Sandgreen, Ulrik Falkner Thagesen and Ann-Sofie Østberg.

Information about the background and qualifications of the board candidates standing for re-election is available on the Company’s website northmedia.dk/investorer/generalforsamling. 

7.    Appointment of auditors.

The Board of Directors proposes the re-appointment of PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab ("PwC") in accordance with the 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.

The Board of Directors also proposes the appointment of PwC to provide a statutory report on the Company’s sustainability report.

8.    Any other business.

Adoption requirements

The resolutions in items 2-4, 5.1 and 6-7 may be adopted by a simple majority of votes. 

The vote on the remuneration report for 2024 will be indicative.

Share capital and voting rights

The Company’s share capital amounts to DKK 100,275,000 nominal value, divided into shares with a nominal value of DKK 5.00 each, each share entitling the holder to one vote. The Company holds nom. 10,150,485 treasury shares, which will not be included in a possible vote.

Shareholders registered in the register of shareholders on Friday, 4 April 2025 at 23.59 (CEST) are entitled to attend and vote at the Annual General Meeting. A shareholder’s entitlement to attend and vote at a general meeting is determined on the basis of the number of shares held by the shareholder at the end of the registration date according to the register of shareholders and any notifications of ownership received by the Company at such time for entry into the register of shareholders but not yet entered.

Registration and admission cards

Shareholders wishing to attend the Annual General Meeting must register no later than on Monday, 7 April 2025 at 23:59 (CEST) and be able to exhibit an admission card. Shareholders may register as follows:  

•    via the Investor Portal at northmedia.dk/investorer/generalforsamling. Confirmation of registration and relevant links will be sent to the e-mail address provided by the shareholder; or 

•    by printing and submitting the registration form to Computershare A/S, Lottenborgvej 26 D, 1. sal, 2800 Kgs. Lyngby, Denmark; or  

•    by contacting Computershare A/S by telephone on on weekdays between 9:00 and 15:00 (CEST), or by e-mail to .

Shareholders are entitled to attend by proxy and may also bring a companion/adviser. 

Admission cards to be used by shareholders and any advisers/companions will be sent to the e-mail addresses provided by the shareholder on registration. 

Admission cards will not be sent by ordinary mail. Shareholders who have registered without providing an e-mail address may collect their admission cards at the entrance to the General Meeting on presentation of valid ID.

Attendance at the General Meeting

The General Meeting will be held at the Company’s head office at Gladsaxe Møllevej 28, 2860 Søborg, Denmark. 

The company will be offering a refreshment immediately after the Annual General Meeting.

Voting without attending the General Meeting

Shareholders who will not be attending the General Meeting in person may choose to vote by postal vote or to issue a proxy to a person registered to attend the General Meeting.

Postal votes must be cast on the Investor Portal by Thursday, 10 April 2025 at 12:00 (CEST). The postal voting form may also be downloaded from northmedia.dk/investorer/generalforsamling to be completed and sent by ordinary mail to reach Computershare A/S, Lottenborgvej 26 D, 1. sal, 2800 Kgs. Lyngby, Denmark by the voting deadline. Postal cannot be withdrawn.

Proxies must be nominated on the Investor Portal by Monday, 7 April 2025 at 23:59 (CEST). The proxy form may also be downloaded from northmedia.dk/investorer/generalforsamling to be completed and sent by ordinary mail to reach Computershare A/S, Lottenborgvej 26 D, 1. sal, 2800 Kgs. Lyngby, Denmark by the deadline. 

Questions to the Management

Any questions the shareholders may have in relation to the agenda and any other documents for use at the General Meeting should clearly identify the shareholder and should be sent to . Questions must be received by the Company by Friday, 4 April 2025 at 23:59 (CEST).

At the General Meeting, shareholders will have an opportunity to comment orally and address questions to the Board of Directors and the Executive Board, and replies will be given orally during the Annual General Meeting.  

General information

From 14 March 2025, the following information regarding the General Meeting will be available at northmedia.dk/investorer/generalforsamling: 

1) the notice convening the meeting including the agenda and complete proposals,

2) the total number of shares and voting rights at the date of the notice, 

3) documents to be presented at the General Meeting, 

4) the respective forms to be used for registration, proxy and postal voting and 

5) any proposals received from shareholders and the Company’s response. 

Personal data 

Photographs may be taken during the General Meeting, which may show individuals attending and, as a result, personal data will be collected and processed. Documenting the events of the General Meeting serves the legitimate interests of the Company, and such pictures will be used on the Company’s website or elsewhere. 

Additional information about the Company’s processing of personal data is available on the website. 

On behalf of

North Media A/S

Ole Borch

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.

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