Notice to convene the Annual General Meeting of North Media A/S - Seite 2

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Presentation of the management report on the Company’s activities in the past year. Presentation of the audited annual report and resolution to adopt the annual report. Resolution to discharge the members of the Board of Directors and the Executive Board from liability. Resolution as to the appropriation of profit or covering of loss according to the adopted annual report. Presentation of remuneration report and resolution to adopt the remuneration report. Resolutions proposed by the Board of Directors or shareholders. Election of members to the Board of Directors. Appointment of auditors. Any other business.”

6         Election of members to the Board of Directors:

The Board of Directors proposes re-election of the existing members of the Board of Directors: Mads Dahl Møberg Andersen, Richard Bunck, Peter Rasztar and Ulrik Holsted-Sandgreen.

The Board of Directors further proposes that Thomas Weikop and Ulrik Falkner Thagesen be elected as new members 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.

7         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.

8         Any other business.

Majority requirement

Adoption of the proposals set out in agenda items 2-5.2 and 6-7 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 proposal set out in agenda item 5.3 requires that the resolution is 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.