AGENDA AND CLARIFICATIONS TO AGENDA TOPICS
AND International Publishers N.V. (AND) invites shareholders to attend an Extraordinary General Meeting of Shareholders (EGMS) on Tuesday 29 December 2020 at 10:00 hours CET. The meeting will be held in Rotterdam.
Due to an unfortunate formality issue in the convocation for 10 December 2020 EGSM and an extension of its agenda, we are calling for a new EGSM on 29 December 2020. As a result, the 10 December 2020 EGSM will not take place.
The on-going coronavirus pandemic requires precautionary measures. As such and in order to comply with Dutch government health directives and protect the health and safety of all participants to this Extraordinary General Meeting of Shareholders, AND urges all shareholders not to attend the meeting in person but via a live webinar and provide their voting instructions via internet prior to the meeting.. Instructions on how to attend are outlined below.
In addition, AND requests its shareholders to provide their voting instructions ahead of the meeting, using the voting instruction form. Voting instructions need to be submitted no later than 22 December 2020, at 5 p.m. CET (in accordance with the usual procedures described in the convocation notice).
The following agenda items are scheduled for the Extraordinary General Meeting of Shareholders on 29 December 2020:
Opening of the meeting by the Chairman of the Board
The Supervisory Board and Management Board jointly propose to change of the name of the company into GeoJunxion N.V.
Presentation regarding the reasons for the name change and introducing the new name and logo (discussion item)
Proposal to amend article 1.1. of the Articles of Association to: “The company is named: GeoJunxion N.V.“ (voting item)
The Supervisory Board and Management Board jointly propose to amend the financial year of the company in such a way that the financial year will run from the first day of July up to and including the thirtieth day of June of the following year. As a consequence of this amendment, the current financial year which started on the first day of January 2020 will run up to and including the thirtieth day of June 2021.
Presentation regarding the background for the change of the accounting year. (discussion item)
Proposal to amend Article 28.1. to: “The financial year of the company will run from the first day of July up to and including the thirtieth day of June of the following year.” (voting item)
Additional changes to the Articles of Association jointly proposed by the Supervisory Board and the Management Board:
Proposal to amend Article 1.2 of the Articles of Association to: “The company has its corporate seat in Capelle aan den Ijssel.” (voting item)
Proposal amend Article 24.1. to: “General meetings of shareholders shall be held in Rotterdam, Capelle aan den IJssel, Amsterdam or Haarlemmermeer (Schiphol Airport).” (voting item)
Proposal to authorize each member of the Management Board and Supervisory Board as well as each employee of AKD N.V. to execute the deed of amendment of the Articles of Association (implementing the proposed amendments referred to above in agenda items 3, 4 and 5) and to do all and everything the authorized person might deem useful or necessary with regard to the foregoing. (voting item)
Review and approval of the minutes of the General Shareholders Meeting (GSM) of 19 May 2020 and confirmation and ratification of all decisions taken in this meeting:
Review of the minutes of the General Shareholders Meeting of 19 May 2020 (discussion Item)
Proposal to approve the minutes of the GSM of 19 May 2020 and to confirm and ratify all decisions taken in this meeting (voting item)
Any other business
Closing of the Extraordinary General Meeting of Shareholders;
The meeting documents will be made available on the AND International Publishers N.V website: https://www.geojunxion.com/investor-relations/. Those will include the Convocation (including the agenda), the Agenda with clarifications and proxy voting document and the draft deed of amendment of the Articles of Association. The documents will also be available at the offices of the Company, Rivium Quadrant 75, 2909 LC, Capelle aan den IJssel, Tel. 010-8851200, Fax 010-8851240 and at ING BANK N.V., Issuer Services, Location code TRC 02.039, Foppingadreef 7, 1102 BD, Amsterdam, Tel. 020-5762716, email firstname.lastname@example.org. A copy of these documents will be provided free of charge upon request.
Persons entitled to vote and/or attend the Extraordinary General Meeting of Shareholders of 29 December 2020, are holders of common shares who on 1 December 2020, after processing of all settlements per this date (the Record Date) are registered as such in a (sub)register designated by the Board of Management. The (sub)registers for bearer shares are those kept on the Record Date by the banks and brokers, which are according to Dutch Securities Giro Transfer Act (Wet giraal effectenverkeer) intermediaries (intermediairs) of the Dutch Central Securities Depositary (Euroclear Nederland).
Holders of common shares who wish to attend the Extraordinary General Meeting of Shareholders of 29 December, have to register for the meeting by Tuesday 22 December 2020, at 17.30 CET at the latest at ING BANK N.V., Issuer Services, Location code TRC 02.039, Foppingadreef 7, 1102 BD, Amsterdam, Tel. 020-5762716, e-mail email@example.com.
Attending the meeting online.
We will use a professional online tool to give you the opportunity to participate to the shareholder’s meeting and vote on the above items. This tool is called Go-To-Webinar. You will be able to access the meeting via a simple web browser or the Go-To-Webinar app available for smartphones or tablets on the corresponding app stores. Once you have registered as a shareholder via ING, we will send you an email to register for the webinar. You will then receive a link that will be unique to you. Please make sure you have registered with ING with the correct email address. To test if your system is meeting the minimum requirement please click on this link: https://support.goto.com/webinar/system-check-attendee
Proxy and voting instructions
Holders of bearer shares who wish to attend the meeting by proxy have to submit a power of attorney and provide voting instructions in advance. In that case, the shareholder needs to register his/her shareholding as described above and at the same time provide an electronic copy of the proxy. This proxy needs to be received no later than Tuesday 22 December 2020 at the service desk of ING Bank NV (email: firstname.lastname@example.org). The shareholder can inform the Company of such proxy using the following email address: email@example.com
Proxy documents can be obtained free of charge at the offices of the Company (phone: 010-8851200) and can be downloaded from its website https://www.geojunxion.com/investor-relations/
When attending the meeting in person, the proxy holder needs to have the proof of the registration, a copy of the proxy document and a valid identification document.
Share Capital and voting rights
At the time of issuing this convocation notice, the company has a share capital of € 2.795.352,75 consisting of 3.727.137 ordinary shares with a nominal value of € 0,75. The number of voting right amounts to 3.727.137.
Rotterdam, 17 November 2020
The Board of Management and the Supervisory Board
AND International Publishers N.V.