AD PEPPER MEDIA INTERNATIONAL N.V.
ANNUAL GENERAL MEETING
OF AD PEPPER MEDIA INTERNATIONAL N.V.
Invitation
ad pepper media International N.V. (the "Company') hereby invites its shareholders and all other persons with meeting rights
to attend its Annual General Meeting to be held at 9.30 a.m. on Tuesday, 19 May 2020 at the offices of NautaDutilh (NautaDutilh N.V., Beethovenstraat 400, 1082 PR Amsterdam, The Netherlands).
Agenda
The agenda is as follows:
| 1. |
Opening
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| 2. |
Report on the 2019 financial year (discussion item)
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| 3. |
Advisory Vote on the Remuneration Report 2019 (voting item)
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| 4. |
Adoption of the remuneration policy for the Management Board (voting item)
|
| 5. |
Adoption of the remuneration policy for the Supervisory Board (voting item)
|
| 6. |
Adoption of the 2019 annual accounts and appropriation of profit:
| a. |
Adoption of the 2019 annual accounts (voting item)
|
| b. |
Discussion of principles underlying appropriation of profit (discussion item)
|
| c. |
Allocation of the result in the period 2019 to the accumulated deficit (voting item)
|
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| 7. |
Discharge of the member of the Management Board in respect of the performance of his duties during the 2019 financial year
(voting item)
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| 8. |
Discharge of the members of the Supervisory Board in respect of the performance of their duties during the 2019 financial
year (voting item)
|
| 9. |
Re-election of Dr. Stephan Roppel as member of the Supervisory Board (voting item)
|
| 10. |
Election of Dagmar Bottenbruch as new member of the Supervisory Board (voting item)
|
| 11. |
Appointment of the auditor for the 2020 financial year (voting item)
|
| 12. |
Authorization of the Management Board to buy back Company stock for a period of 18 months (voting item)
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| 13. |
End of Annual General Meeting
|
Meeting documents
The agenda with the explanatory notes thereto are available on the Company's website as from today (www.adpeppergroup.com.).
These documents are also available for review by shareholders at the Company's offices at Frankenstr. 150C, 90461 Nürnberg,
Germany. Copies of the aforementioned documents are also available to shareholders free of charge.
Record Date
The shareholding must exist on the 28th day prior to the Annual General Meeting, i.e. persons entitled to participate in and vote at the Annual General Meeting of
the Company on Tuesday, 19 May 2020 will be those persons who, after all changes have been processed, have these rights on Tuesday, 21 April 2020 (the "Record Date") and are registered as such in one of the designated registers, provided that those persons have registered for the Annual
General Meeting in time in accordance with the provisions below.
Registration for attendance in person
Shareholders who wish to attend the Annual General Meeting are required to notify ad pepper media International N.V. c/o Computershare
Operations Center via fax +49 (0)89 30903-74675 or via email ([email protected]) through their bank or stockbroker.
Notification can take place as from Wednesday, 22 April 2020 until 18:00 CEST on Wednesday, 13 May 2020 at the latest. For this purpose, the intermediary that has registered the shares shall, no later than 18:00 CEST on Thursday, 14 May 2020, issue a statement to ad pepper media International N.V. c/o Computershare Operations Center via fax +49 (0)89 30903-74675
or via email ([email protected]) that the shares were registered in the name of the holder thereof on the Record Date. Subsequently, the shareholder will receive a proof of registration which will also serve as an admission ticket for the
Annual General Meeting. In addition, the intermediaries are requested to include the full address details of the relevant
shareholders in order to be able to verify the shareholding on the Record Date in an efficient manner.
The Company gives top priority to the health of its employees, shareholders and other stakeholders. The Company urges all
its shareholders to carefully consider whether they wish to attend the Annual General Meeting in person this year in view
of possible health risks relating to the Covid-19 outbreak.
Against this background, the Company strongly encourages its shareholders to take part in the Annual General Meeting this
year by way of proxy voting and not to attend the Annual General Meeting in person. There will be no social gatherings surrounding
the Annual General Meeting. This way, the physical meeting can take place with only a limited number of core attendees and
health risks for those attendees can be mitigated as much as possible.
In light of the measures imposed by the Dutch and German government, members of the Supervisory Board and the Management Board
may not be able to attend the meeting in person. The candidate for the Supervisory Board, Dagmar Bottenbruch, may also not
be able to attend the meeting physically.
Shareholders who wish to participate in the Annual General Meeting are advised to check the Annual General Meeting page on
the Company's corporate website regularly to stay informed about the latest developments.
Proxy voting and voting instructions
Shareholders who wish to be represented at the Annual General Meeting shall, in addition to the registration for the Annual
General Meeting as described above, give an independent third party or a person designated by the Company a duly signed proxy
to represent them at the Annual General Meeting and to vote on their behalf. Such proxy must include voting instructions.
Shareholders who wish to issue a proxy are required to use the form which will be available for download on the Company's
website from Tuesday, 21 April 2020, via
www.adpeppergroup.com
in the section Investor Relations/Financial Calendar and Events/Annual General Meeting 2020. The completed and duly signed
form by the shareholder must have been received by Computershare ultimately by 18:00 CEST on Thursday, 14 May 2020, by post at the office address of ad pepper Media International N.V. c/o Computershare Operations Center 80249 München, Germany,
via fax +49 (0)89 30903-74675 or via email ([email protected]). Before the meeting, the proxy holder must hand
in the admission ticket and a valid copy of the duly signed proxy at the registration desk.
Admittance to the Annual General Meeting
Registration will take place at the registration desk at the venue between 08:30 CEST and the start of the Annual General
Meeting at 09:30 CEST on Tuesday, 19 May 2020. It is not possible to register after this time. Shareholders and proxy holders
can be asked to identify themselves when attending the Annual General Meeting and can be declined access in case proof of
identity or proof of registration lacks. All attendees of the Annual General Meeting are therefore requested to bring identification
(for instance a valid passport or driving license) to the Annual General Meeting.
Issued share capital and voting rights of the Company
At the date of the notice convening the Annual General Meeting of the Company, the Company's issued share capital amounted
to EUR 1,075,000 consisting of 21,500,000 shares in bearer form having a nominal value of EUR 0.05 each. The number of shares
on which voting rights can be exercised as at the day on which the Annual General Meeting is convened, is 21,000,708.
Amsterdam, April 07, 2020
The Management Board
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