AND convenes 2020 Annual General Meeting of Shareholders

Capelle aan den Ijssel, The Netherlands 7 April 2020: Today, AND has published the convocation and meeting materials for its Annual General Meeting of shareholders to be held on May 19^th, 2020.

The meeting material and the convocation including the agenda are available on the AND website and are outlined below.

At this Annual General Meeting, the Supervisory Board proposes to appoint Mr Ivo Vleeschouwers as the new Statutory Chief Financial Officer. Mr Vleeschouwers joined AND on April 1, 2020. Most recently, he served as Interim Finance Manager at Protiviti, and prior to that he was CFO for C-Map and has held other senior financial positions with global enterprises.

INVITATION TO ATTEND THE AND International Publishers N.V.

ANNUAL GENERAL MEETING OF SHAREHOLDERS

AND International Publishers N.V. (AND) invites shareholders to attend its Annual General Meeting of Shareholders (GMS) on Tuesday May 19^th, 2020 at 10:00 hours CET. This meeting will be held at the offices of AND located in Capelle a/d IJssel 2909 LC, Rivium Quadrant 75, 9th floor.

The coronavirus disease (COVID-19) outbreak 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 the Annual General Meeting of Shareholders 2020, AND is closely monitoring the COVID-19 situation and shareholders are advised to regularly check the AND website for updates up to the day of the meeting.

AND urges all shareholders not to attend the meeting in person, but instead to provide their voting instructions via internet or the voting instruction form no later than May 11, 2020, at 5 p.m. CET (in accordance with the usual procedures described in the convocation notice). Shareholders are kindly requested to follow the meeting via a live webinar. Full Instructions on how to attend the webinar are outlined below in this convocation notice.

A limited number of seats, allocated on a first come first served basis will be available at the offices of AND in Capelle a/d IJssel for shareholders, who are unable to use the online alternative, provided that they have registered in advance and submitted their voting instructions as detailed further below.

The following agenda items are scheduled for the Annual General Meeting of Shareholders 2020:

1. Opening of the meeting by the Chairman of the Supervisory Board
2. Announcements
3. Review of the minutes of the GMS of May 16^th, 2019 (discussion item)
4. Review of the Report of the Supervisory Board on 2019 (discussion item)
5. Implementation of the remuneration policy during 2019 (discussion item)
6. Annual Report 2019
   1. Proposal to adopt the financial statements (voting item)
   2. Policy on result allocation (discussion item)
   3. Proposal to not to issue a dividend over 2019 (voting item)
   4. Corporate Governance (discussion item)
   5. Proposal to discharge the members of the Board of Management (voting item)
   6. Proposal to discharge the members of the Supervisory Board (voting item)
7. Proposals to authorize (extend authority of) the Board of Management to:
   1. Nominate a Statutory Auditor (voting item)
   2. Issue shares (including the authority to allocate certain rights to shares (voting item)
   3. Grant, limit or exclude priority rights (voting item)
8. Proposal to approve the convertible loan and the issuance of the conversion right (max number of shares if converted per outstanding balance today are 627,548 shares.  At maturity of the loan – Feb 2022 this would be 700,401 shares) (voting item)
9. Proposal to re-appoint Mr. B.J. Glick as member of the Supervisory Board (voting item)
10. Proposal to appoint Mr. I. Vleeschouwers as member of the Management Board and CFO of the company (voting item)
11. Business update
12. Any other business
13. Closing of the Shareholders meeting

Meeting documents

Some of the meeting documents will be made available on the AND International Publishers N.V website of ("AND” or the "Company”). Those will include the agenda, clarifications, and minutes of the Extraordinary Shareholder meeting from May 16^th 2019.  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. 020-5636799, e-mail iss.pas@ing.nl. A detail of these documents will be provided free of charge upon request. The Consolidated Annual Accounts of AND will be available as of April 24^th, 2020.

Registration date

Persons entitled to vote and/or attend the Annual General Meeting of Shareholders 2020, are holders of common shares who on April 21, 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 2020 Annual General Meeting of Shareholders either in person, by proxy or online, have to register for the meeting  by Monday May 11^th, 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. 020-5636799, e-mail iss.pas@ing.nl. 

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 GoToWebinar. You will be able to access the meeting via a simple web browser or the GoToWebinar 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 instructions for the person voting on their behalf .  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 Monday May 11, 2020 at the service desk of ING Bank NV (email: iss.pas@ing.nl).  The shareholder can inform the Company of such proxy using the following email address:
ava@and.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 www.and.com.  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.

Identification

Holders of registered shares or proxy holders who wish to attend the meeting in person will be requested to provide a valid identification document before being admitted to the meeting.

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, April 7, 2020

The Board of Management and the Supervisory Board

AND International Publishers N.V.

www.and.com