Editoria e Media
And International Publishers N.V Convenes Extraordinary General Meeting of Shareholders on 29 December 2020
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:
Meeting documents
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 iss.pas@ing.com. A copy of these documents will be provided free of charge upon request.
Registration date
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).
Registration
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 iss.pas@ing.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:
iss.pas@ing.com ). The shareholder can inform the Company of such proxy using the following email address:
info@geojunxion.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.
Attachments
2321 Rosecrans Avenue. Suite 2200
90245 El Segundo Stati Uniti