28/02/2019 05:42:04

Notice convening the Annual General Meeting of North Media A/S

Company announcement no 04-19

28 February 2019

This is to convene the Annual General Meeting of North Media A/S, Business Registration number 66 59 01 19. The Annual General Meeting will be held at:

Ingeniørforeningens Mødecenter A/S

Kalvebod Brygge 31-33

DK-1780 Copenhagen V

Friday, 29 March 2019 at 3.00 p.m.

Pursuant to Article 8.2 of the Articles of Association, the agenda is as follows:

  1. Presentation of the management commentary for the past year.

  2. Presentation of the audited Annual Report and resolution to adopt the Annual Report.

  3. Resolution to grant discharge to the members of the Board of Directors and the Executive Board.

  4. Resolution on appropriation of profit or covering of loss according to the adopted Annual Report. The Board of Directors proposes a dividend of DKK 3.0 per share in denominations of DKK 5.0.

  5. Election of members to the Board of Directors:

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

Documents concerning the Annual General Meeting as well as information about background and competencies of the candidates running for re-election are available on www.northmedia.dk.

  1. Appointment of auditors:

The audit committee has completed a tender process with emphasis on a number of selection criteria. On this basis four candidates have been selected of which PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab (PwC) is recommended as new auditor, given that the audit committee has assessed that PwC will deliver the best combined service compared to the fixed selection criteria. In accordance with the audit committee’s recommendation, the board of directors proposes that PwC be elected as the company’s new auditor.

The audit committee has not been influenced by third parties and has not been subject to any agreement with a third party restricting the general meeting’s election of certain auditors or audit firms.

  1. Any other business.

Majority requirement

Adoption of proposals under the agenda items 2-6 requires that proposals be adopted by a simple majority vote, see Section 105 of the Danish Companies Act.

Information about registration for and attending the Annual General Meeting

From Thursday, 28 February 2019, the following information relating to the Annual General Meeting will be available at www.northmedia.dk:

1)  This notice convening the meeting with the agenda for the Annual General Meeting, the complete proposals, and the total number of shares and voting rights as at the date of the notice

2)  The documents to be presented at the Annual General Meeting including the Annual Report 2018.

3)  Registration form, proxy form and postal vote form.

All documents may be downloaded from www.northmedia.dk.

If so requested in writing to North Media A/S, Gladsaxe Møllevej 28, 2860 Søborg, Attn: Investor relations or e-mail: investor@northmedia.dk, the above documents will also be sent by ordinary mail.

A shareholder’s entitlement to attend and vote at the Annual General Meeting is determined on the basis of the shares held by the shareholder at the registration date one week prior to the Annual General Meeting. By Friday, 22 March 2019, accordingly, the shareholder must be listed in the register of shareholders as a shareholder, or at this date have given due notice in this respect with a view to being added to the register of shareholders.

Shareholders are entitled to ask questions to the Board of Directors as well as the Executive Board during the Annual General Meeting. Please submit any questions to the agenda by email to investor@northmedia.dk.

You may request admission cards/give proxy to the Annual General Meeting electronically via e-mail to investor@northmedia.dk or via the Investor Portal at www.northmedia.dk by using your account number and password/Nem-ID. You will receive an instant confirmation of your registration. You may also choose to download the forms from www.northmedia.dk, complete them and send them by mail.

Irrespective of the medium used, your request/proxy must reach Computershare A/S by Monday,25 March 2019, at 11.59 p.m. Admission cards requested will be handed out at the entry point of the Annual General Meeting. Please note that admission cards will no longer be sent by ordinary mail. Shareholders are entitled to vote by proxy and to attend the Annual General Meeting together with an advisor.

If you want to vote by mail you may do so electronically via the Investor Portal or by downloading the postal vote form from www.northmedia.dk. The form must be completed, dated and signed. Irrespective of the medium used, your postal vote must reach Computershare A/S by Thursday, 28 March 2019, at 10.00 a.m. Please note that you cannot revoke a postal vote.

North Media A/S’ total share capital is DKK 100,275,000 nominal and is divided into shares of a nominal value of DKK 5 each, each share entitling the holder to one vote.

Yours faithfully

North Media A/S

Mads Dahl Møberg Andersen

Chairman of the Board of Directors

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