19 March 2010 Company Announcement No. 04-10 The main points of the notice convening the Annual General Meeting of Søndagsavisen a-s are resolutions proposing a group restructuring and a change of the company's name from Søndagsavisen a-s to North Media A/S The Board of Directors of Søndagsavisen a-s has today published Company Announcement No. 03-10 convening an annual general meeting. The main points of the Announcement are set out below. At the general meeting the Board of Directors will propose a resolution concerning implementation of a legal reorganisation of the group structure at 1 January 2010, as announced in the 2009 Annual Report. The intention is to convert the existing parent company into a holding company with no independent operating activities. These activities will be placed in independent subsidiaries under the holding company. ”By implementing this restructuring process Søndagsavisen a-s will achieve a modern, efficient group and company structure. At the same time, the restructuring will facilitate independent financing and provide a more flexible ownership structure of the individual operating companies. This will enable us to optimize the development of the individual activities," says Richard Bunck, Chairman of the Board of Directors of Søndagsavisen a-s. The restructuring process is entirely of a legal and technical nature, and the Danish taxation authorities, SKAT, have permitted central parts of the restructuring operation. The existing cooperation relations and employee and employment conditions will continue, and the ownership structure of Søndagsavisen's shareholders will remain completely unaffected. Furthermore, the restructuring process has been planned in such a way that the daily operations will be affected as little as possible. Activities in independent subsidiaries under North Media A/S Under the new group structure the parent company Søndagsavisen a-s will be the holding company of a number of operating companies and brands. The newspaper ”Søndagsavisen” and the Group's properties will be hived off into two separate subsidiaries while the distribution activities of ”Forbruger-Kontakt” will be transferred to the wholly-owned subsidiary Distribution Danmark a-s in a tax-exempt demerger (split-off) of Søndagsavisen a-s. In addition, the Online activities and the activities of Helsingør Dagblad will be placed in independent subsidiaries under the holding company. Søndagsavisen a-s will change its name to North Media A/S in connection with the restructuring while Distribution Danmark a-s will change its name to Forbruger-Kontakt A/S and comprise all the Group's future distribution activities. Lastly, the Group's activities relating to recruitment advertising will be brought together in the subsidiary Kandidathuset A/S. Cash payment to shareholders In its permission for the demerger (split-off), SKAT has made it a condition that all shareholders receive payment on the basis of the demerger balance sheet. The cash payment amounts to DKK 50,137,500, Friday 23 April 2010 will be the last day for trading in shares carrying a right to this cash payment. Distribution will take place on 29 April 2010. The amount is equivalent to DKK 2.5 per share in Søndagsavisen a-s and will, for tax purposes, be treated as dividend received in the income year 2010. The ownership structure of Søndagsavisen a-s' shareholders will not be affected by the demerger (split-off), and Søndagsavisen a-s' (hereinafter called North Media A/S) ownership of the distribution activities of ”Forbruger-Kontakt” will remain unchanged after the restructuring. The adoption and implementation of the resolutions proposed by the Board of Directors concerning restructuring of the Group organisation will not affect the expectations for the company's financial performance in 2010, as presented in connection with the publication of the 2009 Annual Report. For a full description of the resolutions of the Board of Directors reference is made to Company Announcement No. 03-10 of 19 March 2010 and the company's website, www.son.dk, where the demerger plan, audited annual reports, the Board of Directors' demerger report and the statements and opinions of the valuation experts can be found. For additional information please contact CFO Kåre Wigh, telephone +45 39 57 75 25. Yours sincerely Søndagsavisen a-s Mads Dahl Andersen CEO
The main points of the notice convening the Annual General Meeting of Søndagsavisen a-s
| Source: North Media A/S