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

Company announcement no 5-2023

1 March 2023

 

Notice is hereby given that the Annual General Meeting of North Media A/S (the Company) will be held on

Friday, 24 March 2023 at 3:00 p.m. (CET)

The Annual General Meeting will be held as a partly electronic general meeting. Shareholders may therefore choose to attend in person at the Company’s head office, Gladsaxe Møllevej 28, 2860 Søborg, Denmark, or attend virtually.

Agenda and complete proposals:

1. Presentation of the management commentary on the Company’s activities in the past year.

The Board of Directors recommends that the shareholders take note of the oral report.

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

The Board of Directors recommends that the shareholders adopt the annual report.

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

The Board of Directors recommends a dividend of DKK 4 per share of DKK 5.

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

The Board of Directors recommends the adoption of the remuneration report.

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

5.1. Amendments to the Company’s Articles of Association

The Board of Directors proposes the following amendments to the Articles of Association:

That article 2.1 – Objects – be amended to read as follows:

“The objects for which the Company is established are to hold ownership interests in undertakings engaged in distribution, media and other activities, including the production and sale of digital and other products and services, investment in securities, as well as other related or derived activities.”

That article 4.1.C be amended to read as follows (minor linguistic corrections only):

“C. Pursuant to Article 4.1, sub-articles 4.1.A and 4.1.B, increases of the share capital shall not in aggregate exceed a nominal value of DKK 25,000,000.00.”

That the current articles 7.6–7.9 be inserted as articles 7.1–7.4 in a new article 7 – Electronic communication. Those articles previously formed part of article 7 – General Meeting, powers, place and notice.

That the current articles 7.1–7.5 and 7.10–7.13 and 7.15 be inserted as new articles 8.1–8.5 and articles 8.7–8.11 of a new article 8 – General Meeting, powers, place and notice. Former article 7.14 to be inserted as a new article 8.6.

That article 7.2 be amended as a new article 8.2 to read as follows:

“The Company’s General Meetings for which physical attendance is chosen shall be held in Greater Copenhagen at a place designated by the Board of Directors. The Annual General Meeting shall be held every year before the end of April.”

That article 7.13 be amended as a new article 8.10 to read as follows:

“The notice convening the Electronic General Meeting shall specify the detailed requirements for the electronic equipment to be used in attending the Electronic General Meeting and shall specify where the shareholders may find information about the procedure for attending the Electronic General Meeting. The notice shall further specify how to register for the General Meeting.”

The numbering of the subsequent articles, as well as any references to articles, to be amended accordingly. 

That the new article 10.3, the former article 9.3, be amended to read as follows:

“Admission cards will be issued to shareholders recorded as such in the register of shareholders on the registration date or from whom the Company has received notice of ownership on the registration date with a view to entry in the register of shareholders.”

5.2. Adoption of Remuneration Policy

The Board of Directors recommends the adoption of the updated Remuneration Policy, which has been amended to reflect the Group’s new management structure. 

5.3. Resolutions proposed by shareholders.

The Company has not received any proposals from shareholders.

6. Election of members to the Board of Directors.

The Board of Directors proposes the re-election of the current members of the Board of Directors.

Ole Elverdam Borch, Richard Bunck, Ulrik Holsted-Sandgreen, Ulrik Falkner Thagesen and Ann-Sofie Østberg Bjergby all offer themselves for re-election.

Information about the background and qualifications of the candidates to the Board of Directors standing for re-election is available on the Company’s website .

7. Appointment of auditors.

The Board of Directors recommends the re-appointment of PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab 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.

8. Any other business.

Majority requirement

For the adoption of the proposals set out in agenda items 2–4, 5.2 and 6–7, the resolutions must be 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.

For the adoption of the proposals set out in agenda item 5.1, the resolutions must be 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.

Share capital

The Company’s aggregate 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.

Attendance, voting rights and registration date

Any shareholder registered as such in the Company’s register of shareholders by the end of the registration date, i.e. on Friday, 17 March 2023 at 11:59 p.m. (CET), or from whom the Company has received notice of ownership for the purpose of registration in the register of shareholders by the end of the registration date, but has not yet been registered, is 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 or any notice of ownership received by the Company at such time for the purpose of registration in the register of shareholders, but not yet registered. 

Registration for the Annual General Meeting

Please registrate either 

• electronically via the Investor Portal at , whereupon confirmation of registration and relevant links will be sent to the e-mail address provided by the shareholder; or

• by 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 a.m. and 3:00 p.m. (CET), or by e-mail: .

  

Regardless of whether registration takes place electronically via the Investor Portal, by contacting Computershare A/S by telephone or by submitting the completed registration form to Computershare A/S, the registration form must be received by Computershare A/S or be completed electronically by Monday, 20 March 2023 at 11:59 p.m. (CET) at the latest.

Admission cards

Admission cards must be obtained for both personal and electronic attendance.

Admission cards will be sent to the e-mail address provided by the shareholder upon registration and will contain a link to the guide on how to use the Computershare Meeting Services application. Admission cards and login details for Computershare Meeting Services to be used by advisers/companions will be sent to the e-mail addresses provided by the shareholder upon registration. Admission cards will not be sent by ordinary mail. Shareholders who have registered for the Annual General Meeting without providing an e-mail address, and hence may only attend in person, must collect their admission cards at the entrance to the Annual General Meeting on presentation of valid ID.

Physical attendance

The Annual General Meeting will be held at the Company’s head office, Gladsaxe Møllevej 28, 2860 Søborg, Denmark. In the event of a vote, shareholders attending in person will be required to vote using Computershare Meeting Services, and they must therefore bring a PC/smartphone/tablet to access the application.

Electronic attendance

Shareholders attending electronically will do so via . A guide on electronic attendance is available at .

Shareholders may attend electronically via their PCs, tablets or smartphones (OIS or Android devices). Please note that the latest version of Chrome, Safari, Edge or Firefox is required. Please check that your browser is compatible by logging in well in advance of the event. Login and helpdesk will open one hour before the meeting begins. Attendants may submit questions and vote during the live stream of the Annual General Meeting.

In order to attend, all shareholders should ensure that they have an adequate and reliable internet connection at the time of the meeting. For the best user experience, shareholders are recommended to use a PC.

Log in to the Annual General Meeting to vote and ask questions

Log in procedure:

• Open a web browser and go to the webpage . Choose country (Denmark) or search for North Media A/S to view a list of online meetings.
• Click on the meeting you wish to attend.
• Select “Shareholder” on the login screen.
• Enter username and password followed by ”Sign in”. Username and password are stated on the admission card, which you downloaded or received upon registration.

Please note, that guests are not able to ask questions or vote at the Annual General Meeting.

Webcast

It is also possible to watch the Annual General Meeting via live webcast - the link will be available at . All members of the general public may watch the webcast, and no admission card is required.

Please note that it is not possible to ask questions or to vote via webcast.

Proxy

Shareholders may appoint a proxy to attend the Annual General Meeting via the Investor Portal at using custody account number and password/MitID/NemID as well as e-mail address. Confirmation will be sent by e-mail immediately after registration. The proxy form may also be downloaded from , completed and sent by ordinary mail to Computershare A/S, Lottenborgvej 26D, 1. sal, 2800 Kgs. Lyngby, Denmark. Computershare A/S must receive the form by Monday, 20 March 2023 at 11:59 p.m. (CET) at the latest. The same deadline applies to electronic registration via the Investor Portal.

Shareholders are entitled to attend by proxy and a companion/adviser may be brought along.

Postal voting

Shareholders wishing to vote by postal vote may do so electronically via the Investor Portal or by downloading the postal voting form from . The form must be filled-in, dated and signed. Regardless of the medium chosen, postal votes must be received by Computershare A/S, Lottenborgvej 26 D, 1. sal, DK-2800 Kgs. Lyngby, Denmark, () by Wednesday, 22 March 2023 at 10:00 a.m. (CET) at the latest. Postal votes cannot be withdrawn.

Questions

Shareholders may submit questions to the agenda prior to the Annual General Meeting by e-mail to , clearly identifying the shareholder. Such questions must be received by the Company by Thursday, 16 March 2023 at 11:59 p.m. (CET) at the latest.

Shareholders may submit comments and questions to the Board of Directors and the Executive Board either verbally at the venue or in writing via their online access during the Annual General Meeting. Answers will be given orally during the Annual General Meeting. 

Information at NorthMedia.dk

As of 1 March 2023, the following information and documents for use at the Annual General Meeting will be available at :

(1)    This notice of the Annual General Meeting, including the agenda, 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.

(3)    Registration form, proxy form and postal voting form.

(4)    Questions from shareholders, if any, and answers from the Company.

(5)    Guide. 

All documents may be downloaded from .

Personal data

The Annual General Meeting will be webcast live via the virtual Annual General Meeting portal and the Company’s website, and a recording will be publicly available for up to 15 months after the date of the Annual General Meeting. Moreover, video/live images will be recorded and shown on big screens at the venue. These recordings will include sound and images from the physical venue of the Annual General Meeting together with the agenda (including resolutions proposed by named shareholders) and may include video recordings of shareholders/advisers/proxies and companions attending and/or speaking at the Annual General Meeting and questions or statements submitted in writing during the Annual General Meeting, including the identity of the person having submitted them.

Hence, the Company will collect and process personal data about shareholders/advisers/ proxies and companions. The collection and processing of data is based on the Company’s legitimate interest in documenting and transmitting the proceedings at the Annual General Meeting and making these available to shareholders and media unable to attend or watch the live webcast. 

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

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 Dansih version shall apply.