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

Company announcement no 09-20
2 March 2020

This is to convene the Annual General Meeting of North Media A/S, company reg. (CVR) no. 66 59 01 19.

The Annual General Meeting will be held at:

IDA Conference
Kalvebod Brygge 31-33
1560 Copenhagen V
Denmark

on Friday, 27 March 2020 at 3:00 p.m.

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 4.00 per share with a nominal value of DKK 5.00.

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

5.1   Proposal from the Board of Directors to authorise the Board of Directors to acquire treasury shares.

The Board of Directors proposes that the shareholders in general meeting authorise the Board of Directors to allow the Company to acquire, on a current basis, treasury shares with a total value of up to 15% of the share capital 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 27 March 2025.

5.2   Amendments to the Company’s remuneration policy for the Board of Directors and the Executive Board.

The Board of Directors proposes that the shareholders in general meeting adopt the Company’s updated remuneration policy. The remuneration policy has been updated as a result of the new requirements under sections 139 and 139a of the Danish Companies Act. The updated draft remuneration policy is available at the Company’s website, www.northmedia.dk.

5.3   Amendment to the Company’s Articles of Association.

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 is amended to read as follows (text added is marked in bold):