DJ DGAP-HV: RNTS Media N.V.: Bekanntmachung der Einberufung zur Hauptversammlung am 15.06.2016 in Amsterdam mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG
DGAP-HV: RNTS Media N.V. / Bekanntmachung der Einberufung zur Hauptversammlung
RNTS Media N.V.: Bekanntmachung der Einberufung zur Hauptversammlung am 15.06.2016 in Amsterdam mit dem Ziel der europaweiten
Verbreitung gemäß §121 AktG
2016-05-09 / 15:40
Für den Inhalt der Mitteilung ist der Emittent verantwortlich.
RNTS Media N.V. Amsterdam Notice of the Annual General Meeting of Shareholders of RNTS Media N.V.
to be held on 15 June 2016
RNTS Media N.V. (the Company) invites its shareholders to its Annual General Meeting of Shareholders (AGM) to be held at the
offices of Allen & Overy LLP, Apollolaan 15, 1077 AB Amsterdam, the Netherlands, on 15 June 2016, at 12:00 AM CET. The
language of the meeting shall be in English.
The agenda items of the AGM will be as follows:
Agenda
1. Opening and announcements
2. Annual Accounts 2015
(a) Report by the management board regarding the financial year 2015 (discussion)
(b) Implementation of the remuneration policy for the management board in the financial year 2015 (discussion)
(c) Proposal to adopt the 2015 annual accounts (vote)
(d) Proposal to discharge the management board members from liability (vote)
(e) Proposal to discharge the supervisory board members from liability (vote)
3. Management Board
(a) Proposal to appoint Mr Heiner Luntz as management board member A (CFO), for a period of four years ending at the
close of the 2020 AGM (vote)
(b) Proposal to appoint Mr Ziv Elul as management board member B, for a period of four years ending at the close of the
2020 AGM (vote)
4. Supervisory Board
(a) Proposal to appoint Prof. Dr. Thorsten Grenz as supervisory board member for a period of four years ending at the
close of the 2020 AGM (vote)
(b) Proposal to appoint Mr Jens Schumann as supervisory board member for a period of four years ending at the close of
the 2020 AGM (vote)
(c) Proposal to appoint Dr. Crid Yu as supervisory board member for a period of four years ending at the close of the
2020 AGM (vote)
(d) Proposal to reappoint Mr Dirk van Daele as supervisory board member (chairman) for a period of four years ending at
the close of the 2020 AGM (vote)
5. Proposal to amend the articles of association of the Company (vote)
6. Proposal to amend the RNTS Media N.V. Stock Option Plan (vote)
7. Shares
(a) Proposal to authorise the management board to resolve that the Company may acquire its own shares (vote)
(b) Proposal to designate the management board as the competent body to issue shares (vote)
(c) Proposal to designate the management board as the competent body to restrict or exclude pre-emptive rights upon
issuing shares (vote)
(d) Proposal to designate the supervisory board as the competent body to grant members of the management board rights to
subscribe for shares pursuant to the Stock Option Plan (vote)
(e) Proposal to designate the supervisory board as the competent body to restrict or exclude pre-emptive rights with
respect to the granting of rights to subscribe for shares under agenda item 7(d) (vote)
8. Proposal to appoint the external auditor for the financial year 2017 (vote)
9. Any other business and close of the meeting
Meeting documents
The agenda above and the explanatory notes thereto (which include the particulars of Mr Luntz and Mr Elul, Mr Grenz, Mr
Schumann, Mr Yu and Mr van Daele), as well as the Annual Report 2015 (which includes the information as referred to in
Section 2:392 paragraph 1 of the Dutch Civil Code), the proposal for the amendment of the articles of association and the
revised Stock Option Plan are all available free of charge on the Company's website: www.rntsmedia.com.
Record Date
The management board has determined that for this meeting the persons who will be considered as entitled to attend the
general meeting, are those holders of shares who on 18 May 2016, after close of trading on the regulated market segment
(regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (the Record Date), hold those rights and
are registered as such in the administrations of their banks and brokers.
Registration to vote
Shareholders are entitled to vote up to the total number of shares that they held at the close of trading at the Record Date,
provided they have registered their shares timely.
A confirmation by the bank in which administration the shareholder is registered for the shares must be submitted to the
Company, stating that such shares were registered in his/her name at the Record Date. With this confirmation, banks are
furthermore requested to include the full address details of the relevant holder in order to be able to verify the
shareholding on the Record Date in an efficient manner.
The confirmation must be sent by the shareholder's bank to the Company, not later than on 8 June 2016. A copy of the
confirmation may be sent by e-mail to agm@rntsmedia.com. Please send the original confirmation to the address of the Company
listed below. The Company will send an acknowledgement of receipt to the shareholder which shall serve as an admission ticket
for the AGM.
Voting by Proxy
Notwithstanding the obligation to register for the meeting, the right to attend and to vote at the meeting may be exercised
by a holder of a written proxy. A form of a written proxy is available on the Company's website. The written proxy must be
received by the Company no later than on 8 June 2016, 17:30 hours CET. The proxy to represent a shareholder may (but needs
not) be granted to Ms J.J.C.A. Leemrijse, civil law notary with Allen & Overy LLP, by sending an email with proxy and voting
instructions to agm@rntsmedia.com no later than 8 June 2016 at 17:30 hours CET. Please send the original proxy to the address
listed below. A copy of the written proxy must be shown at the registration prior to the start of the meeting.
If you intend to instruct your custodian bank for any of the above, please be aware that their deadlines could be a number of
days before those mentioned above. Please check with the individual institutions as to their cut-off dates.
Registration and identification at the meeting
Registration for admission to the meeting will take place from 11h00 am hours CET until the commencement of the meeting at
12h00 hours CET. After this time registration is no longer possible. Persons entitled to attend the meeting may be asked for
identification prior to being admitted by means of a valid identity document, such as a passport or driver's license.
As of 3 May 2016 the issued share capital of the Company amounts to EUR 11,453,333.30, divided into 114,533,333 ordinary
shares of EUR 0.10 each.
For further information please see the Company's website www.rntsmedia.com.
All communications to the Company or the management board in connection with the foregoing must be addressed to the Company
as follows:
RNTS Media N.V.
attn.: Legal Department
Johannisstrasse 20
10117 Berlin
email: agm@rntsmedia.com
Berlin, Germany, 3 May 2016
The supervisory board and the management board
Explanatory notes to the agenda of the annual general meeting of shareholders (AGM) of RNTS Media N.V. (the Company) of 15
June 2016
Agenda item 2
Annual Accounts 2015
(a) Report by the management board regarding the financial year 2015
This item will be discussed.
The management board will report on the business and results of operations for the financial year 2015.
(b) Implementation of the remuneration policy for the management board in the financial year 2015
This item will be discussed.
In accordance with Section 2:135 paragraph 5a of the Dutch Civil Code, the execution of the remuneration policy during the
financial year 2015 is discussed on the basis of the information provided by the Company in the 2015 annual accounts. The
2015 annual accounts, which include the information required pursuant to Sections 2:383c through 2:383e of the Dutch Civil
Code, is available on the website of the Company http://www.rntsmedia.com/reports-presentations/.
(c) Proposal to adopt the 2015 annual accounts
This item will be voted on.
It is proposed to the general meeting to adopt the 2015 annual accounts drawn up by the management board and approved by the
supervisory board. The auditor of the Company has audited the annual accounts and issued an unqualified auditors statement
(page 110 et seq. of the 2015 annual accounts). The adoption of the 2015 annual accounts includes the proposal of the
management board to allocate the losses of the Company for the financial year 2015 to the accumulated deficit.
(d) Proposal to discharge the management board members from liability
This item will be voted on.
In accordance with article 28.2 of the articles of association of the Company, it is proposed to the general meeting to
discharge all members of the management board, including the members who left the Company in 2015; Mr Roger van Diepen, who
stepped down on 30 June 2015 and Mr Hyounghoon Han, who stepped down on 30 November 2015, from all liability in relation to
the exercise of their duties in the financial year 2015, to the extent that such exercise is apparent from the 2015 annual
accounts or has been otherwise disclosed to the general meeting prior to the adoption of the 2015 annual accounts.
(e) Proposal to discharge the supervisory board members from liability
This item will be voted on.
In accordance with article 28.2 of the articles of association of the Company, it is proposed to the general meeting to
discharge the members of the supervisory board from all liability in relation to the exercise of their duties in the
financial year 2015, to the extent that such exercise is apparent from the 2015 annual accounts or has been otherwise
disclosed to the general meeting prior to the adoption of the 2015 annual accounts.
Agenda item 3
Management Board
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(a) Proposal to appoint Mr Heiner Luntz as management board member A (CFO), for a period of four years ending at the
close of the 2020 AGM
This item will be voted on.
In accordance with article 13.2 of the articles of association of the Company, the supervisory board nominates Mr Luntz to be
appointed as a member of the management board.
Mr Luntz is a seasoned finance executive with more than 20 years of experience in technology companies, managing organic
growth and acquisitions.
Mr Luntz (50), has German nationality and joined the Company on 1 October 2015, taking over from Mr Peter Waller, interim
Chief Financial Officer (CFO) of the Company.
Before joining the Company Mr Luntz served as the CFO of a number of other tech companies: Integralis, Inc. (2010), There
Corporation Oy (2007), NTT Com Security AG, ND SatCom GmbH, First Data International and Encorus Technologies. Prior to that
he was the responsible person for finance at Brokat Technologies AG.
Mr Luntz started his professional career in 1993 at the accounting and auditing firm Arthur Andersen in Stuttgart, where he
was particularly involved in corporate acquisitions, growth companies and IPOs. During this period, he qualified as a tax
consultant and public auditor. He gained his German qualifications as Steuerberater (tax advisor) and Wirtschaftsprüfer
(chartered accountant, CPA). Mr Luntz holds a BA in European Business Administration from Reutlingen University and Middlesex
University, London, and a Degree as Diplom Betriebswirt (FH) of ESB from Fachhochschule Reutlingen.
It is proposed to designate Mr Luntz as management board member A of the Company and to appoint him as CFO. The proposed
appointment is for a term ending at the close of the annual general meeting of shareholders to be held in 2020, which is the
fourth year after the year of the appointment.
The main elements of the management services agreement with Mr Luntz are available in the section 'Management Information' on
the Company's website: http://www.rntsmedia.com/governance/. Mr Luntz already participates in the Stock Option Plan in his
capacity as a senior executive and will continue to participate in the Stock Option Plan following his appointment as a
management board member.
(b) Proposal to appoint Mr Ziv Elul as management board member B, for a period of four years ending at the close of the
2020 AGM
This item will be voted on.
In accordance with article 13.2 of the articles of association of the Company, the supervisory board nominates Mr Elul to be
appointed as a member of the management board.
Mr Elul (40), has Israeli nationality and is the CEO and co-founder of Inneractive Ltd., a fast-growing, mobile RTB-based ad
exchange focused on powering display native and video ads. On 3 March 2016 the Company announced that it has signed a
definitive agreement to acquire 100% of the share capital of Inneractive Ltd. (www.rntsmedia.com/news/).
The supervisory board is of the opinion that the appointment of Mr Elul to the management board will form an important factor
in ensuring the efficient integration of Inneractive in order to generate important revenue synergies for the combined group
as quickly as possible. In addition, the appointment of Mr Elul enables the Company to make optimal use at board level of his
specialist knowledge of display, native and video ads which benefits the Company when branching out into other key verticals
such as entertainment, productivity, news, messaging, social networking and utilities.
It is proposed to designate Mr Elul as management board member B of the Company. The proposed appointment is for a term
ending at the close of the annual general meeting of shareholders to be held in 2020, which is the fourth year after the year
of the appointment.
The main elements of the management services agreement with Mr Elul are available in the section 'Management Information' on
the Company's website: http://www.rntsmedia.com/governance/. Mr Elul will be eligible to participate in the Stock Option Plan
following his appointment as a management board member.
Agenda item 4
Supervisory Board
(a) Proposal to appoint Prof. Dr. Thorsten Grenz as supervisory board member for a period of four years ending at the
close of the 2020 AGM
This item will be voted on.
As announced on 14 March 2016 the supervisory board proposes to appoint Prof. Dr. Thorsten Grenz as a member of the
supervisory board for a term ending at the close of the annual general meeting of shareholders to be held in 2020, which is
the fourth year after the year of the appointment.
Prof. Dr. Grenz (57) has German nationality and holds a Degree in Business Administration as well as a PhD from the
University of Kiel, Christian-Albrechts-Universität Kiel, Germany. He is a professor at Kiel university.
Prof. Dr. Grenz currently serves as President of Financial Experts Association e.V., an organisation that provides training
and networking opportunities to its members and contributes to the development of laws, standards and codices in areas of
interest to the financial expert. Prof. Dr. Grenz is also managing partner of Kimbria Gesellschaft für Beteiligung und
Beratung mbH, a company that invests in start-up companies, preferably at an early stage of their development and operates as
a consulting boutique in the fields of the German energy system and digital transformation of business systems. Previously
Prof. Dr Grenz served as CEO of Veolia Environmental Services in Germany and held CFO positions at Hero (Switzerland)
Mobilcom (Germany) and Hapag Lloyd Container Linie (Germany).
Other supervisory board member positions held by Prof. Dr. Grenz are in the supervisory boards of Gpredictive GmbH, a
start-up, providing predictive analytics solutions for marketing and sales (since 2013) and Drägerwerk AG & Co. KGaA (since
2008).
Prof. Dr. Grenz currently holds no shares in the Company.
Prof. Dr. Grenz complies with the provisions of Section 2:142a of the Dutch Civil Code limiting the number of supervisory
positions that may be held by supervisory board members of certain large companies within the meaning of these provisions and
also complies with the independence criteria as defined in Best Practice Provision III.2.2 of the Dutch Corporate Governance
Code.
The supervisory board nominates Prof. Dr. Grenz not only because of his knowledge of and experience in financial, legal,
economic, commercial, social and marketing areas but also because of his special affinity with the niche areas in which the
Company operates. In addition Prof. Dr. Grenz has a wealth of experience with (the management or supervision of the
management of) internationally operating listed companies.
In addition the nomination of Prof. Dr. Grenz supports the supervisory board's aim of a diversified composition in terms of
areas of expertise and experience, gender and independence.
As a supervisory board member Prof. Dr. Grenz will be entitled to the same remuneration for members of the supervisory board
as was approved by the general meeting at the 2015 AGM, being USD 100,000 per annum or less upon decision of the supervisory
board. Also, Prof. Dr. Grentz will be entitled to coverage under the Company's D&O policy.
(b) Proposal to appoint Mr Jens Schumann as supervisory board member for a period of four years ending at the close of
the 2020 AGM
This item will be voted on.
As announced on 14 March 2016 the supervisory board proposes to appoint Mr Jens Schumann as a member of the supervisory board
for a term ending at the close of the annual general meeting of shareholders to be held in 2020, which is the fourth year
after the year of the appointment.
Mr Schumann (42) has German nationality. Mr Schumann holds a law degree from Westfälische Wilhelms-Universität Münster
(specialising in commercial and business law).
Mr Schumann was one of the founders of the German company ZEAL Networks SE (formerly Tipp24 SE and formerly Jamany GmbH). He
has been active in many roles and positions in this company helping it to grow to its current position as a listed company
active in the markets of online lottery, lottery related gaming and business to business solutions. The shares in the capital
of ZEAL Networks SE are admitted to trading on the Prime Standard of the Frankfurt Stock Exchange.
Mr Schumann holds several other supervisory or advisory board positions in companies active in, among other things, the field
of FinTech, these companies being LOTTO24 AG (since 2012), Next Media Accelerator GmbH (since 2015) and Youvestor AG (since
2015).
Mr Schumann currently holds no shares in the Company.
Mr Schumann complies with the provisions of Section 2:142a of the Dutch Civil Code limiting the number of supervisory
positions that may be held by supervisory board members of certain large companies within the meaning of these provisions and
also complies with the independence criteria as defined in Best Practice Provision III.2.2 of the Dutch Corporate Governance
Code.
The supervisory board nominates Mr Schumann because, as former CEO and co-founder of ZEAL Networks SE, he has acquired a
wealth of experience in and knowledge of growing and building a successful listed multinational. More specifically his
knowledge related to financial, legal, economic, commercial, social and marketing areas is especially valuable to the
supervisory board.
In addition the nomination of Mr Schumann supports the supervisory board's ambition of a diversified composition in terms of
areas of expertise and experience, gender and independence.
As a supervisory board member Mr Schumann will be entitled to the same remuneration for members of the supervisory board as
was approved by the general meeting at the 2015 AGM, being USD 100,000 per annum or less upon decision of the supervisory
board. Also, Mr Schumann will be entitled to coverage under the Company's D&O policy.
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(c) Proposal to appoint Dr. Crid Yu as supervisory board member for a period of four years ending at the close of the
2020 AGM
This item will be voted on.
As announced on 14 March 2016 the supervisory board proposes to appoint Dr. Crid Yu as a member of the supervisory board for
a term ending at the close of the annual general meeting of shareholders to be held in 2020, which is the fourth year after
the year of the appointment.
Dr. Yu (46) has both Taiwanese and the American nationality. Dr. Yu holds a master's degree and a PhD from the University of
California Berkeley. Dr. Yu currently holds the position of vice president and chief revenue officer of Jana Mobile, Inc., a
developer of a mobile rewards platform, which enables companies to recognise customers for product registration and use,
product referrals and product purchases.
Dr. Yu started his career with McKinsey & Company, Inc. following which he held (senior) directorships with companies ranging
from Google, Inc., to Inmobi Technologies Private Limited and Philips Semiconductors, Inc.
Dr. Yu currently holds no shares in the Company.
Dr. Yu complies with the provisions of Section 2:142a of the Dutch Civil Code limiting the number of supervisory positions
that may be held by supervisory board members of certain large companies within the meaning of these provisions and also
complies with the independence criteria as defined in Best Practice Provision III.2.2 of the Dutch Corporate Governance Code.
The supervisory board nominates Dr. Yu because of his experience and knowledge of the ad-tech industry and mobile advertising
which he acquired at Google and Inmobi. Furthermore, the supervisory board deems his specific knowledge of the important Asia
Pacific and Latin and North American markets very valuable.
In addition, the nomination of Dr. Yu supports the supervisory board's aim of a diversified composition in terms of areas of
expertise and experience, gender and independence.
As a supervisory board member Dr. Yu will be entitled to the same remuneration for members of the supervisory board as was
approved by the general meeting at the 2015 AGM, being USD 100,000 per annum or less upon decision of the supervisory board.
Also, Dr. Yu will be entitled to coverage under the Company's D&O policy.
(d) Proposal to reappoint Mr Dirk van Daele as supervisory board member (chairman) for a period of four years ending at
the close of the 2020 AGM
This item will be voted on.
In accordance with the rotation plan of the supervisory board the term of appointment of Mr van Daele ends on 8 January 2017.
In order to ensure that the end of the term for which a member of the supervisory board has been appointed coincides with the
date of the AGM, the supervisory board has therefore already announced that a vacancy on the supervisory board needs to be
filled. Mr van Daele has indicated that he is available for reappointment.
The supervisory board has nominated Mr van Daele for reappointment as a member of the supervisory board for a term ending at
the close of the annual general meeting of shareholders to be held in 2020, which is the fourth year after the year of the
reappointment.
If the proposed reappointment of Mr van Daele is adopted by the general meeting, the supervisory board intends to reappoint
him as chairman of the supervisory board.
Mr van Daele (55) has Belgian nationality. Mr van Daele joined the Company in 2013 and has served as member of the
supervisory board since 8 January 2013 and as chairman since 30 June 2014.
He is also chief executive officer, a member of the board of directors, a member of the management board and controlling
shareholder of Anoa Capital S.A. Mr van Daele is a member of the board of Track Group Inc. (former SecureAlert Inc.), a
global tracking and electronic monitoring services company. Sapinda Asia Ltd., which is a significant shareholder in the
Company, owns 44.8% of the shares in Track Group Inc. Furthermore, Mr van Daele is a member of the board of Better African
Foods Ltd. and a member and chairman of the board of RCR Oil & Gas Luxembourg S.à r.l. In addition, Mr van Daele is a member
of the board of Sapinda Invest S.à r.l.
From 2006 to 2009 Mr van Daele was the Co-Chief Executive Officer at DAM Capital S.à r.l., a joint-venture between Philip
Anschutz and Dresdner Bank and subsequently board member and CEO of Belvall Capital S.A.
Mr van Daele holds an MA in economics from the University of Louvain, Belgium and Licentiaat Toegepaste Economie from the
University of Antwerp, Belgium. He was also admitted to the Centre of Creative Leadership in Greenboro, NC, USA.
Mr van Daele holds 250,000 shares in the Company and is holder of 2,000,000 warrants that could be converted by him, subject
to their terms and conditions, into 2,000,000 shares in the capital of the Company.
Mr van Daele complies with the provisions of Section 2:142a of the Dutch Civil Code limiting the number of supervisory
positions that may be held by supervisory board members of certain large companies within the meaning of these provisions. He
is not considered an independent supervisory board member within the meaning of Best Practice Provision III.2.2 of the Dutch
Corporate Governance Code.
The supervisory board nominates Mr van Daele on the basis of his long-standing (management) expertise and broad experience in
the commercial banking and alternative finance industries, as well as the professional manner in which he fulfils his
membership and chairmanship of the supervisory board in general but in particular his guidance in connection with the
admittance of the shares of the Company to the trading on the regulated market segment of the Frankfurt Stock Exchange that
was concluded in August 2015. His nomination for reappointment is in accordance with the profile of the supervisory board.
This profile is available as part of the Supervisory Board By-Laws on the website of the Company
(http://www.rntsmedia.com/governance/supervisory_board).
As a supervisory board member Mr van Daele will be entitled to the same remuneration for members of the supervisory board
that was approved by the general meeting at the 2015 AGM, being USD 100,000 per annum or less upon decision of the
supervisory board. Furthermore, Mr. van Daele will be entitled to coverage under the Company's D&O policy.
Agenda item 5
Proposal to amend the articles of association of the Company
This item will be voted on.
In October 2014 the Company acquired all of the shares in Fyber GmbH (formerly named SponsorPay GmbH). Directly following the
transaction the activities of both companies were consolidated. The Company intends a rebranding of the group, among other
things by adopting the Fyber brand at the level of the listed holding entity. It is therefore proposed to change the
statutory name of the holding company to Fyber N.V.
The name change will be effected pursuant to the execution of a deed of amendment of the articles of association of the
Company, however this deed will not be executed until after the settlement of the last tranche of the put option that was
granted to the sellers of the Fyber shares as part of the acquisition of Fyber by the Company (reference is made to page 114
of the listing prospectus that is available via the website of the Company (www.rntsmedia.com/prospectus/)).
The proposal also includes the grant of a power of attorney to every member of the management board and every civil-law
notary (and deputy civil-law notary), paralegal and notarial assistant at Allen & Overy LLP, Attorneys at Law, Civil-Law
Notaries and Tax Consultants, in Amsterdam, the Netherlands to have the notarial deed of amendment of the articles of
association executed.
Agenda item 6
Proposal to approve the RNTS Media N.V. Stock Option Plan
This item will be voted on.
In accordance with its remuneration policy, the Company uses a stock option program for the purpose of awarding, retaining
and attracting talented employees, service providers and executives. The management board and the supervisory board are of
the opinion that share based incentives increase commitment and motivation on the part of participants in the plan and
therefore benefit the Company and create shareholder value.
The share award program for members of the management board in the form of the Stock Option Plan was approved by the general
meeting at the extraordinary general meeting of shareholders held on 1 April 2015.
2015 saw the implementation of the stock option program and the award of options to staff and executives. Following the first
option grants certain recommendations were made by the HR department and external advisors to ensure the smooth operation of
the plan, which among other things included the appointment of an external service provider that offers an online automated
platform for the management of the plan and the exercise of the options. These recommendations resulted in a number of
technical changes that are proposed to the Stock Option Plan.
Further, due to the increase in the number of persons who are eligible to participate in the Stock Option Plan, as a
consequence of not only organic growth of the Company but also because of the recent acquisitions of Falk, Heyzap and
Inneractive, the number of options that will be granted may exceed the fixed threshold of 11,453,333 options that is included
in the current Stock Option Plan. The management board and supervisory board therefore propose that the Stock Option Plan no
longer includes a maximum absolute number of options that is to be awarded under the plan but rather to limit the plan to 10%
of the issued share capital at a fully diluted basis at the time of the grant of any options.
Employees of Inneractive who participated in the Inneractive stock option plan will be offered the possibility to participate
in the Stock Option Plan on terms that have been aligned with the Inneractive stock option plan, which will be discontinued
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following the acquisition of Inneractive. These terms are incorporated in the Stock Option Plan by way of an addendum and
also apply to other employees of Inneractive who are eligible to participate in the Stock Option Plan. For Inneractive
employees a two year vesting schedule will apply instead of the standard three year vesting schedule as set out in the Stock
Option Plan.
On 12 April 2016 the supervisory board approved the revised Stock Option Plan and since the Stock Option Plan contains the
terms and conditions of the share based remuneration for members of the management board, it will be submitted for approval
by the general meeting in accordance with Section 2:135 paragraph 5 of the Dutch Civil Code. The revised Stock Option Plan is
available as part of the 'AGM 2016 Annexes to Notice and Agenda' on the Company website (http://www.rntsmedia.com/agm-egm/).
Agenda item 7
Shares
(a) Proposal to authorise the management board to resolve that the Company may acquire its own shares
This item will be voted on.
The management board proposes to the general meeting to resolve that the Company may acquire its own shares:
(i) for the specific purpose of repurchases of shares that may take place in connection with the acquisition by the
Company of the shares in the capital of Fyber GmbH (the Transaction), which Transaction completed in October 2014;
(ii) for the purpose of allowing the management board flexibility to cover the Company's obligations related to share
based remuneration pursuant to the Stock Option Plan and other obligations that the Company may have; and
furthermore
(iii) to allow the Company to repurchase shares in the interest of the Company and/or its shareholders for the purpose
of mergers and acquisitions or otherwise.
The circumstances under which the Company could be required to repurchase shares in connection with the Transaction were
described in the explanatory notes to the agenda of the extraordinary general meeting of shareholders that was held on 23
September 2014.
In these notes it was explained that as part of the Transaction, Sapinda Asia Ltd. (Sapinda Asia) has granted a Put Option
right to the former shareholders of Fyber GmbH. Pursuant to the Put Option right Sapinda Asia may be required to purchase the
shares in the capital of the Company that were acquired by the former Fyber shareholders as part of the Transaction for a
purchase price of EUR 3.00 per share, all subject to the terms and conditions of a certain Put Option Agreement. Sapinda Asia
and the Company have agreed that the Company has a step-in right in relation to the Put Option Agreement, pursuant to which
the Company (or a third party designated by the Company) will be allowed to purchase the shares from the aforementioned
former Fyber shareholders once they exercised their Put Option right and all on the same terms and conditions as Sapinda
Asia.
Further, the Company has entered into a certain Fall-Back Agreement whereby a Call Option has been granted to these former
Fyber shareholders. Pursuant to the terms and conditions of this Fall-Back Agreement, such as the occurrence of a trigger
event as described therein, the former Fyber shareholders shall be entitled to re-acquire from the Company shares in the
capital of Fyber on a pro rata basis as held by them prior to the Transaction for the return of the shares in the capital of
the Company that they acquired in connection with the Transaction. The terms and conditions of the Call Option further
stipulate that it is not exercisable in parts. Reference is made to the Shareholders Circular that formed part of the meeting
documents of the extraordinary general meeting of shareholders that was held on 23 September 2014 for further details of the
Fall-Back Agreement (and the Call Option).
In accordance with Section 2:98(2) of the Dutch Civil Code and Article 9.3 of the articles of association of the Company, the
management board, with the approval of the supervisory board, therefore proposes to the general meeting to authorise the
management board to have the Company acquire its own shares for a period of 18 months starting 15 June 2016 and ending 15
December 2018 (the existing authorisation on this matter - as granted by the general meeting on 21 July 2015 - will expire
upon the adoption of this resolution). The number of shares to be acquired shall be limited to the maximum allowed under
Dutch law.
Own shares may either be acquired by the Company against a payment in kind, consisting of shares in the capital of Fyber (if
a fall-back scenario is triggered pursuant to the Fall-Back Agreement (and the Call Option)) or against a purchase price in
cash.
Shares that are acquired against a purchase price in cash may be acquired on the stock exchange or through other means at a
price per share of at least EUR 0.10 and at most the higher of: (i) EUR 3.75, (ii) the Quoted Share Price plus 10% or (iii)
if purchases are made on the basis of a program entered into with a single counterparty or using a financial intermediary,
the average of the Volume Weighted Average Share Prices during the course of the programme. The Quoted Share Price is defined
as the average of the closing prices of RNTS shares as reported in the official price list of the Frankfurt Stock Exchange
over the five trading days prior to the acquisition date. The Volume Weighted Average Share Price is defined as the volume
weighted average price of trades in RNTS shares on the Frankfurt Stock Exchange between 9:00 AM (CET) and 17:30 PM (CET)
adjusted for block, cross and auction trades. Resolutions by the management board to acquire the Company's own shares are
subject to the approval of the supervisory board.
(b) Proposal to designate the management board as the competent body to issue shares
This item will be voted on.
In accordance with articles 6.2 and 6.3 of the articles of association of the Company, the management board, with the
approval of the supervisory board, proposes to the general meeting to designate the management board as the company body
competent to issue shares and to grant rights to subscribe for shares for a period of five (5) years, starting 15 June 2016
and ending 15 June 2021 (the existing designation on this matter - as granted by the general meeting on 1 April 2015 - will
expire upon the adoption of this resolution). The number of shares to be issued shall be limited to a maximum of 30% of the
entire issued capital of the Company on a fully diluted basis. The term 'issued capital' means the issued capital (on a fully
diluted basis) per 15 June 2016. Resolutions by the management board to issue shares or to grant rights to subscribe for
shares are subject to the approval of the supervisory board.
(c) Proposal to designate the management board as the competent body to restrict or exclude pre-emptive rights upon
issuing shares
This item will be voted on.
In the event of a share or rights issue it could be that certain shareholders with residency outside EU may not be eligible
to participate in the share or the rights issue.
In accordance with articles 7.2 and 7.3 of the articles of association of the Company, the management board, with the
approval of the supervisory board, proposes to the general meeting to designate the management board as the competent body to
resolve to restrict or to exclude the pre-emptive rights upon the issuance of shares or granting of rights to subscribe for
shares for a period of five (5) years as of the day of the AGM and therefore until 15 June 2021. The authority of the
management board to resolve to restrict or to exclude the pre-emptive rights upon the issuance of shares will be restricted
to 30% of the entire issued capital of the Company on a fully diluted basis. The term 'issued capital' means the issued
capital (on a fully diluted basis) per 15 June 2016. Resolutions by the management board to restrict or exclude the
pre-emptive rights are subject to the approval of the supervisory board.
(d) Proposal to designate the supervisory board as the competent body to grant members of the management board rights
to subscribe for shares pursuant to the Stock Option Plan
This item will be voted on.
Pursuant to article 12.4 of the articles of association of the Company the remuneration and further conditions of employment
of each member of the management board are established by the supervisory board. In accordance with the aforementioned
provision, it is proposed that the supervisory board administers the grant of stock options to members of the management
board pursuant to the Stock Option Plan.
In accordance with articles 6.2 and 6.3 of the articles of association of the Company, the management board, with the
approval of the supervisory board, therefore proposes to the general meeting to designate the supervisory board as the
company body competent to grant rights to subscribe for shares to members of the management board who are eligible to
participate in the Stock Option Plan, which designation will be for a period of five (5) years, starting 15 June 2016 and
ending 15 June 2021 (the existing designation on this matter - as granted by the general meeting on 1 April 2015 - will
expire upon the adoption of this resolution).
The number of options to be granted shall be limited to the maximums referred to in the Stock Option Plan.
(e) Proposal to designate the supervisory board as the competent body to restrict or exclude pre-emptive rights with
respect to the granting of rights to subscribe for shares under agenda item 7(d)
This item will be voted on.
The supervisory board will not use its authority to grant rights to subscribe for shares pursuant to the Stock Option Plan
other than to grant options to members of the management board.
In accordance with articles 7.2 and 7.3 of the articles of association of the Company, the management board, with the
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DJ DGAP-HV: RNTS Media N.V.: Bekanntmachung der -5-
approval of the supervisory board, therefore proposes to the general meeting to designate the supervisory board as the
competent body to resolve to restrict or exclude pre-emptive rights with respect to the granting of rights to subscribe for
shares under agenda item 7(d) for a period of five (5) years as of the day of the AGM and therefore until 15 June 2021 (the
existing designation on this matter - as granted by the general meeting on 1 April 2015 - will expire upon the adoption of
this resolution).
Agenda item 8
Proposal to appoint the external auditor for the financial year 2017
In accordance with article 31 of the articles of association of the Company, it is proposed by the management board, with the
approval of the supervisory board, to appoint Ernst & Young Accountants LLP as the external auditor of the Company for the
financial year ending on 31 December 2017. Ernst & Young Accountants LLP also audited the 2012, 2013, 2014 and 2015 annual
accounts and has been appointed to audit the 2016 annual accounts.
PROXY
For the Annual General Meeting of Shareholders (AGM) of RNTS Media N.V. to be held at the offices of Allen & Overy LLP,
Apollolaan 15, 1077 AB Amsterdam, the Netherlands, on 15 June 2016, at 12:00 AM CET.
The undersigned:
___________________________________________________________________________ (name),
___________________________________________________________________________ (address),
___________________________________________________________________________ (postal code and city),
___________________________________________________________________________ (country),
(the Shareholder) acting in his / her / its capacity as holder of _________________________________ (number)
bearer shares in RNTS Media N.V., hereby grants a proxy to:
A) -
___________________________________________________________________________ (name),
___________________________________________________________________________ (address),
___________________________________________________________________________ (postal code and city),
___________________________________________________________________________ (country),
B) - Ms J.J.C.A. Leemrijse, civil law notary with Allen & Overy LLP (or her substitute),
to represent the Shareholder at the AGM and to speak on behalf of the Shareholder and to vote the shares in respect of the
items on the agenda for the AGM, in the manner set out below. In case no box is ticked the proxy is deemed to be given to Ms
J.J.C.A. Leemrijse (or, as the case may be, her substitute).
No. Agenda For Against Abstain
1. Opening and announcements N.A. N.A. N.A.
2. Annual Accounts 2015 N.A. N.A. N.A.
2(a) Report by the management board regarding the financial year 2015 N.A. N.A. N.A.
2(b) Implementation of the remuneration policy for the management board in the financial year 2015 N.A. N.A. N.A.
2(c) Proposal to adopt the 2015 annual accounts
2(d) Proposal to discharge the management board members from liability
2(e) Proposal to discharge the supervisory board members from liability
3. Management Board N.A. N.A. N.A.
3(a) Proposal to appoint Mr Heiner Luntz as management board member A (CFO), for a period of four
years ending at the close of the 2020 AGM
3(b) Proposal to appoint Mr Ziv Elul as management board member B, for a period of four years
ending at the close of the 2020 AGM
4. Supervisory Board N.A. N.A. N.A.
4(a) Proposal to appoint Prof. Dr. Thorsten Grenz as supervisory board member for a period of four
years ending at the close of the 2020 AGM
4(b) Proposal to appoint Mr Jens Schumann as supervisory board member for a period of four years
ending at the close of the 2020 AGM
4(c) Proposal to appoint Dr. Crid Yu as supervisory board member for a period of four years ending
at the close of the 2020 AGM
4(d) Proposal to reappoint Mr Dirk van Daele as supervisory board member (chairman) for a period of
four years ending at the close of the 2020 AGM
5. Proposal to amend the articles of association of the Company
6. Proposal to amend the RNTS Media N.V. Stock Option Plan
7. Shares N.A. N.A. N.A.
7(a) Proposal to authorise the management board to resolve that the Company may acquire its own
shares
7(b) Proposal to designate the management board as the competent body to issue shares
7(c) Proposal to designate the management board as the competent body to restrict or exclude
pre-emptive rights upon issuing shares
7(d) Proposal to designate the supervisory board as the competent body to grant members of the
management board rights to subscribe for shares pursuant to the Stock Option Plan
7(e) Proposal to designate the supervisory board as the competent body to restrict or exclude
pre-emptive rights with respect to the granting of rights to subscribe for shares under agenda
item 7(d)
8. Proposal to appoint the external auditor for the financial year 2017
9. Any other business and close of the meeting N.A. N.A. N.A.
Signed in _________________________________on ____________ 2016.
Signature: _________________________________
This proxy must be received by RNTS Media N.V. no later than on 8 June 2016 at 17:30 hours CET, by e-mail: agm@rntsmedia.com
or by mail at the following address:
RNTS Media N.V.
attn.: Legal Department
Johannisstrasse 20
10117 Berlin
email: agm@rntsmedia.com
Please send the original copy of the proxy by mail to the address listed above.
Please note that the proxyholder, in order to be admitted to the meeting, shall be required to show at the entrance of the
meeting (i) a copy of this proxy plus identification and (ii) the registration statement, delivered in accordance with the
requirements set forth in the notice of the meeting.
Allen & Overy LLP
RNTS MEDIA N.V./DEED OF AMENDMENT
OF ARTICLES OF ASSOCIATION
JL/RH/zb/0104738-0000015
NOTE ABOUT TRANSLATION:
This document is an English translation of a document prepared in Dutch. In preparing this document, an attempt has been
made to translate as literally as possible without jeopardising the overall continuity of the text. Inevitably, however,
differences may occur in translation and if they do, the Dutch text will govern by law.
In this translation, Dutch legal concepts are expressed in English terms and not in their original Dutch terms. The concepts
concerned may not be identical to concepts described by the English terms as such terms may be understood under the laws of
other jurisdictions.
DEED OF AMENDMENT OF ARTICLES OF ASSOCIATION
1. (RNTS Media N.V.)
2. (new name: Fyber N.V.)
This * day of * two thousand and sixteen, there appeared before me, Joyce Johanna Cornelia Aurelia Leemrijse, civil law
notary in Amsterdam, the Netherlands:
*.
The person appearing declared the following:
At the general meeting of shareholders of the Company, as defined hereinafter, held on the fifteenth day of June two thousand
and sixteen, it was resolved to partially amend the Articles of Association of RNTS Media N.V., a public company under Dutch
law (naamloze vennootschap), having its official seat in Amsterdam, the Netherlands, its office address at Johannisstrasse
20, 10117 Berlin, Germany, and registered in the Dutch Commercial Register under number 54747805 (the Company), as well as to
authorise the person appearing to have this deed executed. The adoption of such resolutions is evidenced by a copy of the
minutes of the aforementioned meeting attached to this deed (Annex).
The Articles of Association of the Company were last amended by a deed, executed before a deputy of J.J.C.A. Leemrijse, civil
law notary aforementioned, on the twenty-second day of July two thousand and fifteen.
In implementing the aforementioned resolution, the Articles of Association of the Company are hereby amended as follows.
Amendment.
Article 2.1 is amended and shall forthwith read as follows:
'2.1 The Company's name is:
Fyber N.V.'
Close.
The person appearing is known to me, civil law notary.
This deed was executed in Amsterdam, the Netherlands, on the date first above written. Before reading out, a concise summary
and an explanation of the contents of this deed were given to the person appearing. The person appearing then declared that
she had taken note of and agreed to the contents of this deed and did not want the complete deed to be read to her.
Thereupon, after limited reading, this deed was signed by the person appearing and by me, civil law notary.
Allen & Overy LLP
RNTS MEDIA N.V./akte STW partiell
JL/RH/zb/0104738-0000015
[kvbnummer]
Allen & Overy LLP
RNTS Media N.V./akte STW partieel
JL/RH/zb/0104738-0000015
[kvbnummer]
AKTE VAN STATUTENWIJZIGING
(RNTS Media N.V.)
3. (nieuwe naam: Fyber N.V.)
Op * tweeduizend zestien is voor mij, mr. Joyce Johanna Cornelia Aurelia Leemrijse, notaris te Amsterdam, verschenen:
*.
De comparant heeft het volgende verklaard:
Tijdens de algemene vergadering van aandeelhouders van na te noemen vennootschap, gehouden op vijftien juni tweeduizend
zestien, is besloten de statuten van RNTS Media N.V., een naamloze vennootschap, gevestigd te Amsterdam, kantoorhoudende te
Johannisstrasse 20, 10117 Berlijn, Bondsrepubliek Duitsland en ingeschreven in het handelsregister onder nummer 54747805 (de
vennootschap) partieel te wijzigen, alsmede om de comparant te machtigen deze akte te doen passeren. Van deze besluitvorming
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May 09, 2016 09:42 ET (13:42 GMT)
blijkt uit een exemplaar van de notulen van de hiervoor bedoelde vergadering dat aan deze akte is gehecht (Bijlage).
De statuten van de vennootschap zijn laatstelijk gewijzigd bij akte verleden voor een waarnemer van mr. J.J.C.A. Leemrijse,
notaris voornoemd, op tweeëntwintig juli tweeduizend vijftien.
Ter uitvoering van voormeld besluit tot statutenwijziging worden de statuten van de vennootschap hierbij gewijzigd als volgt.
Wijziging.
Artikel 2.1 wordt gewijzigd en luidt voortaan als volgt:
'2.1 De naam van de vennootschap is:
Fyber N.V.'
Slot.
De comparant is mij, notaris, bekend.
Waarvan akte, verleden te Amsterdam op de datum in het hoofd van deze akte vermeld. Alvorens tot voorlezing is overgegaan, is
de inhoud van deze akte zakelijk aan de comparant opgegeven en toegelicht. De comparant heeft daarna verklaard van de inhoud
van deze akte te hebben kennisgenomen, daarmee in te stemmen en op volledige voorlezing daarvan geen prijs te stellen.
Onmiddellijk na beperkte voorlezing van deze akte is zij door de comparant en mij, notaris, ondertekend.
RNTS Media N.V. Stock Option Plan RNTS MEDIA N.V. OPTION PLAN
This Option Plan is designed in order to grant options on ordinary shares in the capital of RNTS Media N.V. to certain
management board members and employees of RNTS Media N.V. and its Subsidiaries following a consistent course of action as
regards the conditions and periodicity of the grants.
This Option Plan is approved and adopted by the Supervisory Board on 12 April 2016 and approved by the General Meeting on 15
June 2016.
1. Definitions
The following terms apply:
Administrator means the Supervisory Board, a committee of the Supervisory Board or a third party
designated at the discretion of the Supervisory Board to administer this Option Plan.
Change of Control means (i) the event where one Person or group of Persons, acting in concert, acquire(s)
the Control over the Company or its legal successors; or (ii) a sale, transfer,
transmission or otherwise, directly or indirectly, of all or almost all of the assets of
the Company, by means of one transaction or by a series of transactions. If, for the
purpose of sub (ii), there is any doubt on what qualifies as all or almost all of the
assets of the Company, this shall be determined conclusively by the Supervisory Board.
Closed Period means a closed period of the Company within the meaning of the Company Insider Trading
Policy.
Company means (i) RNTS Media N.V., a public limited liability company, incorporated under the
laws of the Netherlands (naamloze vennootschap), having its official seat at Amsterdam,
the Netherlands, its registered office at Johannisstrasse 20, 10117 Berlin, the Federal
Republic of Germany and registered with the Dutch Commercial Register under number
54747805 and (ii) its legal successor(s).
Company Insider Trading Policy means the the Company Insider Trading Policy, as amended from time to time.
Compliance Officer means an officer with such title, appointed in accordance with the terms of the the
Company Insider Trading Policy.
Control means, in relation to a Person, the power to exercise, directly or indirectly, more than
fifty per cent. (50%) of the controlling rights of that Person or the possibility to
appoint or designate more than fifty per cent. (50%) of the total number of members of
the Management Board or any other similar managerial body, through ownership of the
Shares or other securities, by means of agreement, power of attorney or otherwise.
Date of Grant means the day that an Option is granted as set out in the relevant Option Agreement. For
Options granted to non-US Optionees in fulfilment of certain binding promises made prior
to the adoption of this Option Plan, the Date of Grant shall be the date pursuant to
such earlier promises, as determined in good faith by the Supervisory Board or, as the
case may be, the Administrator, and in accordance with Dutch law and which shall be set
out in the relevant Option Agreement.
Disability means the inability of an Optionee to engage in any substantially gainful activity by
reason of any medically determinable physical or mental impairment which can be expected
to result in death or which has lasted or can be expected to last for a continuous
period of not less than twelve (12) months, and shall be determined by the Supervisory
Board on the basis of such medical evidence as the Supervisory Board deems warranted
under the circumstances.
Fair Market Value means the average closing price of the Shares of the last five (5) trading days
preceding the relevant date, on the Principal Exchange.
General Meeting means the general meeting of shareholders (algemene vergadering van aandeelhouders) of
the Company.
Inside Information means information as defined in the the Company Insider Trading Policy.
Management Board means the management board of the Company.
Nominee means (i) an employee or manager of the Company or its Subsidiaries (including the
members of the Management Board) or (ii) an individual not being a member of the
Management Board, otherwise having a business relationship with the Company or its
Subsidiaries as nominated by the Management Board (including an 'Executive' as defined
in the the Company Insider Trading Policy).
Open Period means an open period of the Company as defined in the the Company Insider Trading
Policy.
Option Agreement means an agreement between a Nominee and the Company in relation to the grant of Options
specifying, amongst others, the Date of Grant, the Start Date, the number of Options,
the Option Price, the applicable Vesting schedule as referred to in Article 7.2, the
applicable exercise period and a brief description of the performance condition(s) as a
condition of Vesting, if any.
Option Plan means this RNTS Media N.V. Stock Option Plan, as amended from time to time.
Option Price means the exercise price of Options as laid down in the relevant Option Agreement.
Optionee means a Nominee who has accepted Options offered under an Option Agreement.
Options means a right to purchase Shares at the Option Price subject to the terms of the Option
Plan and the Option Agreement.
Person means a natural person, body, company, legal person, association, foundation,
special-purpose fund and other entities.
Principal Exchange means (i) in case the Shares are listed on one stock exchange, the stock exchange where
the Shares are listed, currently being the Frankfurt Stock Exchange or (ii) in case the
Shares are listed on more than one stock exchange, the exchange with the highest
accumulated turnover (in value of Shares and derivatives of the Shares) over the three
(3) months preceding the relevant date.
Shares means ordinary shares in the capital of the Company.
Start Date means the Date of Grant, unless (i) the Supervisory Board determines otherwise for a
Nominee being a member of the Management Board or (ii) the Management Board determines
otherwise for a Nominee not being a member of the Management Board.
Subsidiaries means any subsidiary (dochtermaatschappij: within the meaning of section 2:24a of the
Dutch Civil Code) of the Company.
Supervisory Board means the supervisory board of the Company.
Termination for Cause means the occurrence of a Termination of Employment Event (i) at the initiative of the
Company or any Subsidiary on the basis of an urgent cause or a serious cause in a
situation where (serious) blame can be attributed to the Optionee including dishonesty,
fraud, wilful misfeasance, gross negligence or other gross misconduct by the Optionee or
(ii) at the initiative of the Optionee in a situation where the Company or any
Subsidiary could terminate the employment, management or other relevant business
relationship, between an Optionee and the Company or any Subsidiary on the basis of an
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