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 09:30 CEST on Tuesday, 23 June 2026 at the offices of NautaDutilh (NautaDutilh N.V., Beethovenstraat 400, 1082 PR Amsterdam, The Netherlands).
AgendaThe agenda is as follows:
Opening
Report on the 2025 financial year (discussion item)
Advisory Vote on the Remuneration Report 2025 (voting item)
Explanation of the corporate governance structure of the Company and compliance with the 2025 Dutch Corporate Governance Code (discussion item)
Adoption of the 2025 annual accounts and appropriation of profit:
Adoption of the 2025 annual accounts (voting item)
Discussion of principles underlying appropriation of profit (discussion item)
Allocation of the result in the period 2025 to the accumulated deficit (voting item)
Discharge of the member of the Management Board in respect of the performance of his duties during the 2025 financial year (voting item)
Discharge of the members of the Supervisory Board in respect of the performance of their duties during the 2025 financial year (voting item)
Amendment of the Company's articles of association:
Proposal to amend the Company's articles of association (voting item)
Appointment of the member of the Management Board and each civil law notary, junior civil law notary, notarial assistant and lawyer, working at NautaDutilh N.V., to have the notarial deed amending the articles of association executed (voting item)
Appointment of the auditor for the 2026 financial year (voting item)
Authorisation of the Management Board to buy back Company stock for a period of 18 months (voting item)
End of Annual General Meeting
Meeting documents
The agenda with the explanatory notes thereto is available on the Company's website as from today (https://www.adpeppergroup.com). These documents are also available for review by shareholders at the Company's offices at Frankenstrasse 146, 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, 23 June 2026 will be those persons who, after all changes have been processed, have these rights on Tuesday, 26 May 2026 (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 email (mailto:anmeldestelle@computershare.de) through their bank or stockbroker. Notification can take place as from Wednesday, 27 May 2026 until 18:00 CEST on Wednesday, 17 June 2026 at the latest. For this purpose, the intermediary that has registered the shares shall, no later than 18:00 CEST on Thursday, 18 June 2026, issue a statement to ad pepper media International N.V. c/o Computershare Operations Center via email (mailto:anmeldestelle@computershare.de) 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.
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, 26 May 2026, via www.adpeppergroup.com in the section Investor Relations/Financial calendar and events/Annual General Meetings/2026. The completed and duly signed form by the shareholder must have been received by Computershare ultimately by 18:00 CEST on Thursday, 18 June 2026, by post at the office address of ad pepper media International N.V. c/o Computershare Operations Center 80249 München, Germany, via email (mailto:anmeldestelle@computershare.de). 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 09:00 CEST and the start of the Annual General Meeting at 09:30 CEST on Tuesday, 23 June 2026. 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 1,274,921.95 consisting of 25,498,439 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 24,356,061.
Amsterdam, 12 May 2026 The Management Board