Notice to convene the Annual General Meeting of North Media A/S
Company announcement No 10-202225 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 shareholders5.2.1. 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 requirementFor 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
MeetingShareholders 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 investor@northmedia.dk,
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 BorchChairman 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.
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