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

Company announcement No 10-2022
25 February 2022

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, 25 March 2022 at 3:00 p.m.

The Annual General Meeting will be conducted as a completely electronic general meeting with no in-person attendance. See articles 7.9-7.14 of the Company’s Articles of Association.

The Annual General Meeting will be webcast to shareholders via the Investor Portal, where shareholders may also register for the Annual General Meeting, vote by postal vote and/or appoint proxies. The Investor Portal may be accessed at www.northmedia.dk/investorer/generalforsamling.

Agenda and complete proposals:

1.    Presentation of the management commentary 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 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 of DKK 5 each.

4.    Presentation of the remuneration report and resolution to adopt 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 to amend the following articles of the Articles of Association:

It is proposed that article 6.1 be amended to read as follows:

The Company’s shares shall be issued to named holders and shall be registered in the name of the holder in the Company’s register of shareholders.

It is proposed that article 7.6 be amended to read as follows:

The Company makes use of electronic document exchange and electronic mail (electronic communication) in its communications with shareholders. The Company may at any time choose also to communicate by ordinary mail.

It is proposed that article 7.7 be amended to read as follows:

The Company may use electronic communication for all announcements and documents to be exchanged between the Company and the shareholders pursuant to the Company’s Articles of Association, the Danish Companies Act and stock exchange legislation and regulations, including, for example, notices convening Annual and Extraordinary General Meetings including agendas and complete proposals, proxy instruments, interim reports, annual reports, company announcements, financial calendars and prospectuses as well as any other general information from the Company to the shareholders. Such documents and announcements will be posted on the Company’s website, www.northmedia.dk, and will be sent to the shareholders by e-mail to the extent required.

It is proposed that article 7.8 be amended to read as follows:

Information on the procedures for electronic communication is available on the Company’s website, www.northmedia.dk.

It is proposed that a new article 7.9 be inserted having the following wording:

The shareholders are responsible for ensuring that the Company is at all times in possession of their correct electronic mail addresses.

As a result, articles 7.9-7.14 will become articles 7.10-7.15.

As a result of the above amendment, article 7.14 will become article 7.15 and is proposed to be amended to read as follows:

In connection with the holding of an Electronic General Meeting, the Company will use electronic document interchange as well as electronic mail in the communication between the Company and the shareholders in accordance with Articles 7.6-7.9 of the Articles of Association.

It is proposed that article 9.2 be amended to read as follows:

A shareholder’s entitlement to attend and vote at a General Meeting is determined on the basis of the shares held by the shareholder at the registration date one week prior to the General Meeting. Attendance at a General Meeting is furthermore subject to the shareholder no later than three days prior to the General Meeting having requested an admission card for the General Meeting in question from the Company’s registrar. Such request may also be sent electronically to the Company in compliance with the procedure prescribed on the Company’s website, www.northmedia.dk.

It is proposed that a new article 9.5 be inserted having the following wording:

The Company will make an electronic proxy form available to the shareholders. The electronic proxy form is available on the Company’s website, www.northmedia..dk.

As a result of the above amendment, articles 9.5-9.7 will become articles 9.6-9.8.

It is proposed to amend “the Danish Commerce and Companies Agency” to “the Danish Business Authority” in article 10.5.

The draft revised Articles of Association, as proposed by the Board of Directors, are available on the Company’s website, www.northmedia.dk/investorer/generalforsamling.

5.2.    Questions from the shareholders
5.2.1. The Board of Directors has received the following two questions to be addressed at the general meeting:
(1)    In light of the current size of North Media A/S’ capital base, NK Invest ApS, also representing a number of other shareholders, wishes to ask the Board of Directors what considerations the Board has had in that regard, and more specifically whether and, if so, in which specific circumstances the Board of Directors would (a) exercise its authority to establish a share buy-back programme and/or (b) propose higher dividends?
(2)    Would the Board of Directors please indicate what capital buffer (capital resources) the Board of Directors would deem necessary in order to support the Company’s operating activities (Last Mile & Digital Services)?

6.    Election of members to the Board of Directors.

The Board of Directors proposes the re-election of the following members of the current Board of Directors: Ole Elverdam Borch, Richard Bunck, Ulrik Holsted-Sandgreen, Ulrik Falkner Thagesen and Ann-Sofie Østberg Bjergby.

The documents to be used at the Annual General Meeting and information about the background and qualifications of the board candidates seeking re-election are available at www.northmedia.dk/investorer/generalforsamling.

7.    Appointment of auditors.

The Board of Directors proposes the 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.

8.   Any other business. 

Majority requirement
For the adoption of the proposals set out in agenda items 2-4 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 Annual General Meeting, see section 106(1) of the Danish Companies Act and article 10.3 of the Company’s Articles of Association.

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.

Registration for and attendance at the Annual General Meeting
Shareholders must register electronically via the Investor Portal at www.northmedia.dk/investorer/generalforsamling. Upon registration, confirmation of registration and relevant links will be sent to the e-mail address provided by the shareholder.

Shareholders may only attend the electronic meeting if they have submitted a request to attend as described above.

Shareholders will attend the Annual General Meeting electronically via meetnow.global. A guide on electronic attendance is available at https://www.computershare.com/dk/guide-til-elektronisk-generalforsamling.

Shareholders may attend the general meeting using their PCs, tablets or smartphones (OIS or Android device). 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 meeting. Login and helpdesk will open one hour before the meeting begins. Attendants may submit questions and vote during the webcast of the meeting. In order to attend the meeting, all shareholders should ensure that they have an adequate and reliable internet connection at the time of the meeting. For an optimum user experience, we recommend that shareholders use a PC.

A link to the Annual General Meeting will be sent by e-mail to the e-mail address registered on the Investor Portal at the time of registration. The e-mail will include information on the meeting number and the login details necessary for attending the electronic meeting.

From 26 February 2022, 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 2021
(3) Proxy form and postal voting form

All documents may be downloaded at www.northmedia.dk/investorer/generalforsamling.

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 on or before Friday, 18 March 2022.

Questions concerning the agenda may be submitted prior to the Annual General Meeting by e-mail sent to [email protected], clearly identifying the shareholder, and must reach North Media A/S on or before Friday, 18 March 2022.

Shareholders may submit comments and questions to the Board of Directors and the Executive Board via their connection during the Annual General Meeting. Answers will be given orally during the general meeting.

Proxies appointing other persons to attend the electronic general meeting may be registered via the Investor Portal at www.northmedia.dk/investorer/generalforsamling, using your custody account number and password/NemID and your e-mail address. You will receive immediate confirmation of registration by e-mail.

You may also download the documents from www.northmedia.dk and complete and return them by ordinary mail to Computershare A/S, Lottenborgvej 26 D, 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, 21 March 2022 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, 24 March 2022 at 10:00 a.m. Please note that postal votes cannot be withdrawn.

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.