This signed proxy / voting instruction must be received no

This signed proxy / voting instruction must be received no later than
Tuesday, 22 April 2014, before 17 P.M., by:
Houthoff Buruma Coöperatief U.A.
Attn. Ms. M. Bijkerk, LL.M.
PO Box 75505
1070 AM AMSTERDAM
The Netherlands
Fax: (+) (31) (0)20 - 605 6700
Or, if sent electronically (as a PDF) to:
E-mail: [email protected]
AUTHORISATION / VOTING INSTRUCTION
The undersigned:
Name: …………………………………………………………………………………………
Initials: …………………………………………………………………………………………
Address:……………………………………………………………………………………….
Place of residence: ………………………………………………………………………….
Country: ………………………………………………………………………………………
(optional) acting on behalf of or on the instructions of:
Company name: …………………………………………………………………………..…
Address: ………………………………………………………………………………………
With its registered office in: …………………………………………………………………
Country: ……………………………………………………………………………………….
holder of ___________________ ordinary shares/depositary receipts for shares* in the
capital of Telegraaf Media Groep N.V. (hereafter referred to as “the Shareholder”) which have
been/will be registered for participation in the Annual General Meeting of Telegraaf Media
Groep N.V., to be held on 24 April 2014 at 10:30 a.m. in the TMG Building at Basisweg 30,
Amsterdam, the Netherlands (hereafter referred to as “AGM”)
hereby authorises
Ms. M. Bijkerk, LL.M., civil-law notary practising in Amsterdam, the Netherlands
(at the firm of Houthoff Buruma)
to represent the Shareholder at the AGM, and at all adjournments thereof, and to vote on
behalf of the Shareholder on the motions referred to in points 4, 5a, 5b, 8, 9a, 9b, 10, 11, 12a
en 12b of the Agenda in accordance with the enclosed instructions, to put questions to the
AGM and to undertake any action which the Shareholder is entitled to take in accordance with
the Articles of Association of Telegraaf Media Groep N.V. and, in general, to do all that is
necessary or appropriate in that regard, including to vote as instructed on behalf of the
Shareholder against proposals that have not been placed on the agenda by (or that at the
meeting are proposed by) the Executive Board or the Supervisory Board of Telegraaf Media
Groep N.V. such as a potential proposal to submit a recommendation for nominating a person
as a member of the Supervisory Board as meant by Article 2:158, paragraph 5 of the
Netherlands Civil Code, and with the power of substitution.
Signed:
Signature:
………………………………………………………………………
Name and capacity:
………………………………………………………………………
Date:
………………………………………………………………………
Location:
………………………………………………………………………
* delete whichever is inapplicable
Agenda items and voting instruction for the
Annual General Meeting of Shareholders of
Telegraaf Media Groep N.V.
on Thursday, 24 April 2014
(in the absence of a clear voting instruction, no vote may be cast)
Mark your vote with an X
In
favour
1.
2.
3.
Opening
Report of the Executive Board concerning the
company’s performance and the policies pursued
during the 2013 financial year
Overview of the Executive Board’s remuneration
in 2013
Against
Abstention
NA
NA
NA
4.
Adoption of the 2013 Financial Statements
xxx
xxx
xxx
5a.
Discharge of the members of the Executive Board
for the policies pursued in 2013
xxx
xxx
xxx
5b.
Discharge of the members of the Supervisory
Board for the supervision exercised in 2013
xxx
xxx
xxx
6.
Appropriation of profit
NA
7.
Reserve and Dividend Policy
NA
xxx
xxx
xxx
Aks
Aks
Aks
Aks
Aks
Aks
8.
9.
Proposal to amend the remuneration policy for
new members of the Executive Board
Composition of the Supervisory Board:
- Mrs. A. van den Belt
- Mrs. S.G. Brummelhuis
10.
Remuneration of the Supervisory Board
xxx
xxx
xxx
11.
Authority to purchase company shares
xxx
xxx
xxx
xxx
xxx
xxx
xxx
xxx
xxx
12a.
12b.
Extension of the authority of the Stichting Beheer
van Prioriteitsaandelen Telegraaf Media
Groep N.V. [Priority Share Management Trust] to
issue ordinary shares, including the granting of
rights to acquire ordinary shares
Extension of the authority of the Stichting Beheer
van Prioriteitsaandelen Telegraaf Media
Groep N.V. [Priority Share Management Trust] to
restrict or rule out preferential right of subscription
to ordinary shares, including the granting of rights
to acquire ordinary shares
13.
Miscelaneous
NA
14.
Close
NA

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