Notice convening the Annual General Meeting of North Media A/S
Company announcement no 5-2023
1 March 2023
Notice is hereby given that the Annual General Meeting of North
Media A/S (the Company) will be held on
Friday, 24 March 2023 at 3:00 p.m.
(CET)
The Annual General Meeting will be held as a partly
electronic general meeting. Shareholders may therefore choose to
attend in person at the Company’s head office, Gladsaxe Møllevej
28, 2860 Søborg, Denmark, or attend virtually.
Agenda and complete proposals:
1. Presentation of the management commentary on the Company’s
activities in the past year.
The Board of Directors recommends that the shareholders take
note of the oral report.
2. Presentation of the audited Annual Report and resolution to
adopt the Annual Report.
The Board of Directors recommends that the shareholders 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 recommends a dividend of DKK 4 per share
of DKK 5.
4. Presentation of the remuneration report and resolution to
adopt the remuneration report.
The Board of Directors recommends the adoption of 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 the following amendments to the
Articles of Association:
That article 2.1 – Objects – be amended to read as follows:
“The objects for which the Company is established are to hold
ownership interests in undertakings engaged in distribution, media
and other activities, including the production and sale of digital
and other products and services, investment in securities, as well
as other related or derived activities.”
That article 4.1.C be amended to read as follows (minor
linguistic corrections only): “C. Pursuant to Article 4.1,
sub-articles 4.1.A and 4.1.B, increases of the share capital shall
not in aggregate exceed a nominal value of DKK 25,000,000.00.”
That the current articles 7.6–7.9 be inserted as articles
7.1–7.4 in a new article 7 – Electronic communication. Those
articles previously formed part of article 7 – General Meeting,
powers, place and notice.
That the current articles 7.1–7.5 and 7.10–7.13 and 7.15 be
inserted as new articles 8.1–8.5 and articles 8.7–8.11 of a new
article 8 – General Meeting, powers, place and notice. Former
article 7.14 to be inserted as a new article 8.6.
That article 7.2 be amended as a new article 8.2 to read as
follows:
“The Company’s General Meetings for which physical attendance is
chosen shall be held in Greater Copenhagen at a place designated by
the Board of Directors. The Annual General Meeting shall be held
every year before the end of April.”
That article 7.13 be amended as a new article 8.10 to read as
follows:
“The notice convening the Electronic General Meeting shall
specify the detailed requirements for the electronic equipment to
be used in attending the Electronic General Meeting and shall
specify where the shareholders may find information about the
procedure for attending the Electronic General Meeting. The notice
shall further specify how to register for the General Meeting.”
The numbering of the subsequent articles, as well as any
references to articles, to be amended accordingly.
That the new article 10.3, the former article 9.3, be amended to
read as follows:
“Admission cards will be issued to shareholders recorded as such
in the register of shareholders on the registration date or from
whom the Company has received notice of ownership on the
registration date with a view to entry in the register of
shareholders.”
5.2. Adoption of Remuneration Policy
The Board of Directors recommends the adoption of the updated
Remuneration Policy, which has been amended to reflect the Group’s
new management structure.
5.3. Resolutions proposed by shareholders.
The Company has not received any proposals from
shareholders.
6. Election of members to the Board of Directors.
The Board of Directors proposes the re-election of the current
members of the Board of Directors.
Ole Elverdam Borch, Richard Bunck, Ulrik Holsted-Sandgreen,
Ulrik Falkner Thagesen and Ann-Sofie Østberg Bjergby all offer
themselves for re-election.
Information about the background and qualifications of the
candidates to the Board of Directors standing for re-election is
available on the Company’s website
northmedia.dk/investorer/generalforsamling.
7. Appointment of auditors.
The Board of Directors recommends the re-appointment of
PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab in
accordance with the 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, 5.2 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 general meeting, see section 106(1) of the Danish Companies Act
and article 10.3 of the Company’s Articles of Association.
Share capital The Company’s aggregate share
capital 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.
Attendance, voting rights and registration
dateAny shareholder registered as such in the Company’s
register of shareholders by the end of the registration
date, i.e. on Friday, 17 March 2023 at 11:59 p.m. (CET),
or from whom the Company has received notice of ownership for the
purpose of registration in the register of shareholders by the end
of the registration date, but has not yet been registered, is
entitled to attend and vote at the Annual General Meeting.
A shareholder’s entitlement to attend and vote at a general
meeting is determined on the basis of the number of shares held by
the shareholder at the end of the registration date according to
the register of shareholders or any notice of ownership received by
the Company at such time for the purpose of registration in the
register of shareholders, but not yet registered.
Registration for the Annual General Meeting
Please registrate either
- electronically via
the Investor Portal at northmedia.dk/investorer/generalforsamling,
whereupon confirmation of registration and relevant links will be
sent to the e-mail address provided by the shareholder; or
- by submitting the
registration form to Computershare A/S, Lottenborgvej 26 D, 1. sal,
2800 Kgs. Lyngby, Denmark, (computershare.dk); or
- by contacting
Computershare A/S by telephone on +45 45 46 09 97 on weekdays
between 9:00 a.m. and 3:00 p.m. (CET), or by e-mail:
gf@computershare.dk.
Regardless of whether registration takes place electronically
via the Investor Portal, by contacting Computershare A/S by
telephone or by submitting the completed registration form to
Computershare A/S, the registration form must be received by
Computershare A/S or be completed electronically by Monday,
20 March 2023 at 11:59 p.m. (CET) at the latest.
Admission cardsAdmission cards must be obtained
for both personal and electronic attendance.
Admission cards will be sent to the e-mail address provided by
the shareholder upon registration and will contain a link to the
guide on how to use the Computershare Meeting Services application.
Admission cards and login details for Computershare Meeting
Services to be used by advisers/companions will be sent to the
e-mail addresses provided by the shareholder upon registration.
Admission cards will not be sent by ordinary mail. Shareholders who
have registered for the Annual General Meeting without providing an
e-mail address, and hence may only attend in person, must collect
their admission cards at the entrance to the Annual General Meeting
on presentation of valid ID.
Physical attendanceThe Annual General Meeting
will be held at the Company’s head office, Gladsaxe Møllevej 28,
2860 Søborg, Denmark. In the event of a vote, shareholders
attending in person will be required to vote using Computershare
Meeting Services, and they must therefore bring a
PC/smartphone/tablet to access the application.
Electronic attendanceShareholders attending
electronically will do so via meetnow.global. A guide on electronic
attendance is available at
computershare.com/dk/guide-til-elektronisk-generalforsamling.
Shareholders may attend electronically via their PCs, tablets or
smartphones (OIS or Android devices). 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 event. Login and helpdesk will open one hour before the
meeting begins. Attendants may submit questions and vote during the
live stream of the Annual General Meeting.
In order to attend, all shareholders should ensure that they
have an adequate and reliable internet connection at the time of
the meeting. For the best user experience, shareholders are
recommended to use a PC.
Log in to the Annual General Meeting to vote and ask
questionsLog in procedure:
- Open a web browser and go to the webpage meetnow.global. Choose
country (Denmark) or search for North Media A/S to view a list of
online meetings.
- Click on the meeting you wish to attend.
- Select “Shareholder” on the login screen.
- Enter username and password followed by ”Sign in”. Username and
password are stated on the admission card, which you downloaded or
received upon registration.
Please note, that guests are not able to ask questions or vote
at the Annual General Meeting.
WebcastIt is also possible to watch the Annual
General Meeting via live webcast - the link will be available at
Webcast-link. All members of the general public may watch the
webcast, and no admission card is required.
Please note that it is not possible to ask questions or to vote
via webcast.
ProxyShareholders may appoint a proxy to attend
the Annual General Meeting via the Investor Portal at
northmedia.dk/investorer/generalforsamling using custody account
number and password/MitID/NemID as well as e-mail address.
Confirmation will be sent by e-mail immediately after registration.
The proxy form may also be downloaded from
northmedia.dk/investorer/generalforsamling, completed and sent by
ordinary mail to Computershare A/S, Lottenborgvej 26D, 1. sal, 2800
Kgs. Lyngby, Denmark. Computershare A/S must receive the form
by Monday, 20 March 2023 at
11:59 p.m. (CET) at the latest. The same deadline
applies to electronic registration via the Investor Portal.
Shareholders are entitled to attend by proxy and a
companion/adviser may be brought along.
Postal votingShareholders wishing to vote by
postal vote may do so electronically via the Investor Portal or by
downloading the postal voting form from
northmedia.dk/investorer/generalforsamling. The form must be
filled-in, dated and signed. Regardless of the medium chosen,
postal votes must be received by Computershare A/S, Lottenborgvej
26 D, 1. sal, DK-2800 Kgs. Lyngby, Denmark, (computershare.dk)
by Wednesday, 22 March 2023 at 10:00 a.m. (CET) at the
latest. Postal votes cannot be withdrawn.
QuestionsShareholders may submit questions to
the agenda prior to the Annual General Meeting by e-mail to
investor@northmedia.dk, clearly identifying the shareholder. Such
questions must be received by the Company by Thursday, 16
March 2023 at 11:59 p.m. (CET) at the latest.
Shareholders may submit comments and questions to the Board of
Directors and the Executive Board either verbally at the venue or
in writing via their online access during the Annual General
Meeting. Answers will be given orally during the Annual General
Meeting.
Information at NorthMedia.dkAs
of 1 March 2023, the following information and documents for use at
the Annual General Meeting will be available at
northmedia.dk/investorer/generalforsamling:
(1) This notice of the Annual General Meeting,
including the agenda, 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.
(3) Registration form, proxy form and postal
voting form.(4) Questions from shareholders, if
any, and answers from the Company. (5)
Guide.
All documents may be downloaded from
northmedia.dk/investorer/generalforsamling.
Personal data The Annual General Meeting will
be webcast live via the virtual Annual General Meeting portal and
the Company’s website, and a recording will be publicly available
for up to 15 months after the date of the Annual General Meeting.
Moreover, video/live images will be recorded and shown on big
screens at the venue. These recordings will include sound and
images from the physical venue of the Annual General Meeting
together with the agenda (including resolutions proposed by named
shareholders) and may include video recordings of
shareholders/advisers/proxies and companions attending and/or
speaking at the Annual General Meeting and questions or statements
submitted in writing during the Annual General Meeting, including
the identity of the person having submitted them.
Hence, the Company will collect and process personal data about
shareholders/advisers/ proxies and companions. The collection and
processing of data is based on the Company’s legitimate interest in
documenting and transmitting the proceedings at the Annual General
Meeting and making these available to shareholders and media unable
to attend or watch the live webcast.
Additional information about the Company’s processing of
personal data is available here.
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 Dansih version
shall apply.
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