Notice to convene the Annual General Meeting of North Media A/S
Company announcement No 10-2021
25 February 2021
This is to convene the Annual General Meeting of North Media A/S, company reg. (CVR) no. 66 59 01 19, to be held on
Friday, 26 March 2021 at 3:00 p.m.
The Annual General Meeting will be conducted as a fully digital general meeting with no in-person attendance. See articles 7.9-7.14 of the Articles of Association.
Shareholders can follow the Annual General Meeting via webcast on the Investor Portal, where they can also register for the meeting, vote by postal vote and/or appoint proxies. The Investor Portal can be accessed at www.northmedia.dk/investorer/generalforsamling. The Annual General Meeting will be conducted in Danish.
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 5.00 per share with a nominal value of DKK 5.00.
5. Presentation of remuneration report and resolution to adopt the remuneration report.
6. Resolutions proposed by the Board of Directors or shareholders:
6.1. Amendments to the Company’s Articles of Association. The Board of Directors proposes to extend the Board of Directors’ current authorisations under articles 4.1 A and 4.1 B of the Articles of Association to increase the Company’s share capital.
Article 4.1 A of the Articles of Association will subsequently read as follows:
The Board of Directors shall be authorised until 25 March 2026 to increase the Company’s share capital one or several times by up to a nominal value of DKK 25,000,000.00. Increases may take place through cash contribution or otherwise. Under such authorisation, increases shall take place without pre-emption rights for the Company’s existing shareholders and shall be effected at market price or as consideration for the Company’s acquisition of an existing business or specified assets at a value corresponding to the value of the shares issued.
Article 4.1 B of the Articles of Association will subsequently read as follows:
The Board of Directors shall be authorised until 25 March 2026 to increase the Company’s share capital one or several times by up to a nominal value of DKK 25,000,000.00. Increases may take place through cash contribution or otherwise. Under such authorisation, increases shall take place with pre-emption rights for the Company’s existing shareholders.
The draft revised Articles of Association, as proposed by the Board of Directors, are available at the Company’s website, www.northmedia.dk.
6.2. 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 will be amended to read as follows (text deleted is marked in bold):
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7. Election of members to the Board of Directors:
The Board of Directors proposes re-election of the current members of the Board of Directors: Mads Dahl Møberg Andersen, Richard Bunck, Ulrik Holsted-Sandgreen, Thomas Weikop, Ulrik Falkner Thagesen and Ole Elverdam Borch.
Furthermore, the Board of Directors proposes that Ann-Sofie Østberg Bjergby be elected as a new member 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/investorer/generalforsamling.
8. 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.
9. Any other business
Majority requirement
Adoption of the proposals set out in agenda items 2-5 and 7-8 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 proposals set out in agenda items 6.1 and 6.2 requires that the resolutions are passed by a majority of at least two thirds of the votes cast and of the voting share capital represented at the Annual General Meeting, see section 106(1) of the Danish Companies Act and article 10.3 of the Company’s Articles of Association.
Registering for and attending the Annual General Meeting
Shareholders can attend the Annual General Meeting electronically through Lumi AGM on http://web.lumiagm.com via the shareholder’s computer, tablet or smartphone (OIS or Android device). You will need the latest versions of Chrome, Safari, Internet Explorer 11, Edge or Firefox. Please ensure that your browser is compatible by logging in early. Login and help desk open one hour before the meeting begins. Lumi AGM allows attendants to submit questions and vote during the webcast of the meeting. Links to Lumi AGM will be shared with shareholders who have confirmed their attendance and registered their e-mail addresses on the Investor Portal. In order to attend the meeting, all shareholders must ensure that they have an adequate and reliable internet connection at the time of the meeting. We recommend using a computer for best user experience. Shareholders should note that they can only attend the electronic meeting if they have submitted a request to participate as described above.
Shareholders can register electronically at www.northmedia.dk/investorer/generalforsamling. Confirmation of registration and relevant links will be sent to the e-mail address provided by the shareholder.
A guide on how to use Lumi AGM is available at the website of Computershare, www.computershare.com/dk/guide-til-elektronisk-generalforsamling.
Please note that admission cards will be sent by e-mail to the e-mail address registered on the Investor Portal at the time of registration. The admission card will state the meeting number and login details necessary for attending the electronic meeting.
From 25 February 2021, the following documents for use at the Annual General Meeting will be available at www.northmedia.dk/investorer/generalforsamling:
(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 2020.
(3) Proxy form and postal voting form.
All documents can be downloaded at www.northmedia.dk/investorer/generalforsamling. 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, DK-2860 Søborg, for the attention of Investor Relations, or by e-mail to [email protected]. The documents listed above will be sent by ordinary mail.
Shareholders’ right to attend and vote at the Annual General Meeting is determined on the basis of the shares held at the registration date, which is one week prior to 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 by Friday, 19 March 2021.
Shareholders may submit questions to the Board of Directors and the Executive Board during the Annual General Meeting. Questions concerning the agenda should be sent by e-mail to [email protected] with clear identification of the shareholder in question. Questions should to the extent possible reach the Company prior to the date of the Annual General Meeting.
You can order a proxy form for the Annual General Meeting electronically via the Investor Portal at www.northmedia.dk/investorer/generalforsamling using your custody account number, password/NemID and your e-mail address. You will receive immediate confirmation of registration by e-mail.
You can also download the documents from www.northmedia.dk and complete and return them by ordinary mail to Computershare A/S, Lottenborgvej 26D, 1. sal, DK-2800 Kgs. Lyngby.
Regardless of the medium chosen, your registration must be received by Computershare A/S, Lottenborgvej 26 D, 1. sal, DK-2800 Kgs. Lyngby (www.computershare.dk) by Monday, 22 March 2021, at 11:59 p.m.
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/investorer/generalforsamling. The form should be completed, dated and signed. Regardless of the medium chosen, your postal vote must be received by Computershare A/S, Lottenborgvej 26 D, 1. sal, DK-2800 Kgs. Lyngby (www.computershare.dk) by Thursday, 25 March 2021, at 10:00 a.m. Please note that postal votes cannot be withdrawn.
The aggregate share capital of North Media A/S 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.
North Media A/S
Mads 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.