7 February 2013
Company announcement no 02-13
The Annual General Meeting will be held at:
Ingeniørforeningens Mødecenter A/S
Kalvebod Brygge 31-33
DK-1780 Copenhagen V
Friday, 8 March 2013 at 3.00 p.m.
Pursuant to Article 8.2 of the Articles of Association, the agenda is a follows:
1. Presentation of management’s 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.
5. Proposals from the Board of Directors and any proposals from the shareholders.
Proposals have not been received for consideration at the Annual General Meeting.
6. Election of members to the Board of Directors.
The Board of Directors proposes re-election of the present Board:
Richard Bunck, Peter Rasztar, Steen Gede and Ulrik Holsted-Sandgreen.
Information on the background and skills of the candidates running for re-election, can be found on page 111 of the Annual Report for 2012.
7. Appointment of auditors.
The Board of Directors proposes that Deloitte Statsautoriseret Revisionspartnerselskab be re-appointed.
8. Any other business.
Majority requirement
Adoption of proposals under the agenda item 2-4 and item 6-7 requires that proposals be adopted by a simple majority vote, see Companies Act § 96.
Information about registering for and attending the Annual General Meeting:
On 7 February 2013, the following information regarding the Annual General Meeting will be an-nounced on the Company’s website www.northmedia.dk:
1) This notice convening the meeting with the agenda for the Annual General Meeting and 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
3) Registration form, proxy form and postal vote form.
(All documents are downloadable from the Company’s website).
If so requested in writing to the Company (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 letter post.
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. Accordingly, the shareholder must be registered as a shareholder no later than 1 March 2013. Shareholders are entitled to ask questions to the Board of Directors as well as Management during the Annual General Meeting.
Admission cards to the Annual General Meeting may be requested electronically from the Company’s website or by submitting the registration form which can be downloaded from the Company’s website. All electronic requests and registration forms must reach Computershare A/S no later than 7 March 2013, at 12.00 noon. Prior to the date of the Annual General Meeting, the admission cards requested will be sent to the address registered in the Company’s register of shareholders.
Shareholders are entitled to vote by proxy and to attend the Annual General Meeting together with an advisor. The shareholder may also vote by mail. Upon producing due identification, guardians, administrators and other legal representatives may also obtain an admission card and exercise their voting right or vote by mail in accordance with the rules above.
Any shareholder wanting to give proxy or vote by mail may do so electronically via the shareholder portal or by using the forms, downloadable from the Company's website, which must be completed, dated and signed. Irrespective of the medium used, any instrument of proxy or vote by mail must reach Computershare A/S by 7 March 2013, at 12.00 noon. Please note that you cannot give proxy and postal vote at the same time and that a postal vote cannot be revoked.
The Company’s total share capital is DKK 100,275,000 nominal. The Company’s share capital 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
Richard Bunck
Chairman of the Board of Directors