CATENA MEDIA PLC NOTICE OF ANNUAL GENERAL MEETING 2024 OF CATENA MEDIA PLC
in accordance with Articles 18 and 19 of the Articles of
NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING (the "Meeting") of
Attendance and voting
- To be entitled to attend and vote at the Meeting (and for the Company to be able to determine the number of votes that may be cast), shareholders must be entered in the register of members maintained by
Euroclear Sweden AB on15 April 2024 . -
Shareholders whose shares are registered in the name of a nominee should note that they may be required by their respective nominee/s to temporarily re-register their shares in their own name in the register of members maintained by
Euroclear Sweden AB in order to be entitled to attend and vote (in person or by proxy) at the Meeting. Any such re-registration would also need to be effected by15 April 2024 . Shareholders should therefore liaise with and instruct their nominees well in advance thereof. -
To be entitled to attend and vote at the Meeting, shareholders must also notify the Company of their intention to participate by mail to
Catena Media plc , c/oEuroclear Sweden AB , Box 191, SE-101 23Stockholm, Sweden , by e-mail to catenamedia@euroclear.com, or by phone +46 8 402 91 48 during the office hours ofEuroclear Sweden AB , by no later than15 April 2024 by 21:59 (UTC) (23:59 (CEST)). Such notification should include the shareholder's name, personal identification number/company registration number (or similar), address and daytime telephone number, number of shares in the Company, as well as, if applicable, details of proxies. Information submitted in connection with the notification will be computerised and used exclusively for the annual general meeting. See below for additional information on the processing of personal data.
Proxies
- A shareholder, who is entitled to attend and vote at the Meeting, is also entitled to appoint one or more proxies to attend and vote on such shareholder's behalf. A proxy does not need to be a shareholder. The appointment of a proxy must be in writing and its form must comply with Article 42 of the Articles and (a) where the shareholder is an individual, be signed by him/her or (b) where the shareholder is a corporation, be signed by a duly authorised officer of the corporation. A proxy form is available on the Company's website: www.catenamedia.com. Proxy forms must clearly indicate whether the proxy is to vote as she/he wishes or in accordance with the voting instructions sheet attached to the proxy form.
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The signed proxy form and, where the shareholder is a corporation, a certified copy of a certificate of registration or similar evidencing the signatory right of the officer signing the proxy form, must be received by mail to
Catena Media plc , c/oEuroclear Sweden AB , Box 191, SE-101 23Stockholm, Sweden or by e-mail to catenamedia@euroclear.com, no later than15 April 2024 by 21:59 (UTC) (23:59 (CEST)). Shareholders are, therefore, encouraged to send or deliver their proxy forms (and, if applicable certified copies of certificates of registration or similar) as soon as possible. -
Aggregated attendance notifications and proxy data processed by
Euroclear Sweden AB must be received by the Company by email at generalmeeting@catenamedia.com not less than 48 hours before the time appointed for the Meeting and in default shall not be treated as valid.
Right to Ask Questions
Each shareholder (or proxy holder) shall have the right to ask questions which are pertinent and related to items on the Agenda of the Meeting to the Company Secretary by e-mail to jan.tjernell@catenamedia.com by not later than
Shareholder Proposals
- In accordance with Article 19.4 of the Articles a shareholder holding not less than five (5) per cent of the voting issued share capital of the Company may: (a) request the Company to include items on the agenda of the Meeting, provided that each item is accompanied by a justification or a draft resolution to be adopted at the Meeting; and/or (b) table draft resolutions for items included in the agenda of the Meeting.
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In accordance with Article 19.5 of the Articles, the request to put items on the agenda of the Meeting and the tabling of the draft resolutions are to be submitted to and received by the Company in hard copy form or in electronic form (at generalmeeting@catenamedia.com) by not later than
30 March 2024 by 21:59 (UTC) (23:59 (CEST))and are to be authenticated by the person/s making it. The Company shall not be obliged to entertain any requests by shareholders made after30 March 2024 .
The Company will have the sole discretion of determining whether any proposals submitted by shareholders have been properly submitted and, should any proposal require a modification to the agenda of the Meeting (as set out below), the Company shall make available a revised agenda on its website, together with updated proxy forms and voting instructions (if any), as soon as possible. Shareholders are therefore encouraged to check the Company's website after the above-mentioned deadline to check whether there have been any changes to the agenda and to ensure that they will be submitting the latest proxy forms and voting instructions.
Agenda
General
Opening of the Meeting
Election of Chairman of the Meeting
Drawing up and approval of the voting list
Election of one or two persons to approve the minutes of the Meeting
Approval of the agenda
Determination whether the Meeting has been duly convened
The CEO's presentation
Ordinary business (ordinary resolutions)
To receive and approve the Consolidated Financial Statements (Annual Report) of the Company for the year ended
Resolution on dividends
Determination of the number of members of the Board of Directors
Determination of fixed fees for the members of the Board of Directors
Determination of fees for the auditor
Election of Board of Directors and Chairman of the Board of Directors
Election of auditor
Special business (ordinary resolutions)
Resolution on the Nomination Committee of the Company for the Annual
Resolution on the adoption of a long-term incentive program for key persons within the
Resolution regarding the Remuneration Report for the financial year 2023
Special business (extraordinary resolutions)
Extraordinary Resolution to authorise the Company to acquire its own shares
Information on resolution proposals
Agenda item 2; Election of Chairman of the Meeting
In terms of article 20.1 of the Articles, the Chairman of the Board of Directors (Mr Göran Blomberg) shall preside as Chairman of the Meeting. Should the Chairman not be present at the Meeting, article 20.1 of the Articles will regulate the appointment of the Chairman of the Meeting.
Agenda item 8; Approval of Consolidated Financial Statements, Directors' Report and Auditors' Report for the year ending
The Board of Directors proposes that the Meeting resolves to approve the Consolidated Financial Statements (Annual Report) of the Company for the year ended
Agenda item 9; Resolution on dividends
The Board of Directors proposes, in accordance with the Consolidated Financial Statements (Annual Report) of the Company for the year ended
Agenda item 10; Determination of the number of members of the Board of Directors
The Nomination Committee proposes that the Board of Directors shall be composed of six (6) members.
Agenda item 11; Determination of fixed fees for the members of the Board of Directors
The Nomination Committee proposes that the fixed cash remuneration to the Directors of the Company shall be paid in accordance with the following:
The Nomination Committee proposes that the fixed cash remuneration to the
Further, the Nomination Committee proposes that board members allocate 50% per cent of their remuneration (net of tax) to purchases of shares in the Company. Such purchases are to be carried out through purchases in the market after their appointment (subject to any applicable restrictions).
Agenda item 12; Determination of fees for the auditor
The Nomination Committee proposes that the auditor's fees shall be payable in accordance with approved invoice.
Agenda item 13; Election of Board of Directors and Chairman of the Board of Directors
The Nomination Committee proposes that Øystein Engebretsen,
Information regarding the members proposed for re-election can be found on the Company's website, https://www.catenamedia.com/.
Agenda item 14; Election of auditor
The Nomination Committee proposes to re-elect PricewaterhouseCoopers Malta as auditor of the Company for the period until the end of the next Annual General Meeting. The proposed auditor is in accordance with the Audit Committee's recommendation.
Agenda item 15; Resolution on the Nomination Committee of the Company for the Annual
The Nomination Committee proposes that the Meeting resolves on the following principles for appointing the Nomination Committee for the next Annual General Meeting.
The Nomination Committee shall consist of four members. The three, in terms of votes, largest shareholders/owner groups (the "Largest Shareholders") as of 31 August the year prior to the next Annual General Meeting, according to the list of shareholders in the share register maintained by
The CEO or any other person from the senior management shall not be a member of the Nomination Committee. The Chairman of the Board of Directors shall summon the Nomination Committee's first meeting. The Chairman of the Board of Directors shall not be appointed Chairman of the Nomination Committee. The Nomination Committee's term of office extends until a new Nomination Committee is appointed. The composition of the Nomination Committee shall be made public no later than six months before the Annual General Meeting.
If it becomes known that a shareholder that has appointed a member of the Nomination Committee, as a result of changes in the said owner's shareholdings or due to changes in other owners' shareholdings, is no longer one of the Largest Shareholders, the committee member who was appointed by said shareholder shall, if the Nomination Committee so decides, resign and be replaced by a new member appointed by the shareholder who at the time is the largest registered shareholder that has not already appointed a member of the Nomination Committee.
If the registered ownership structure is otherwise significantly changed prior to the completion of the Nomination Committee's work, the composition of the Nomination Committee shall, if the Nomination Committee so decides, be changed in accordance with the above stated principles.
The tasks of the Nomination Committee shall be to prepare, for the next Annual General Meeting, proposals in respect of number of directors of the Board of Directors, remuneration to the Chairman of the Board of Directors, the other directors of the Board of Directors and the auditors respectively, remuneration, if any, for committee work, the composition of the Board of Directors, the Chairman of the Board of Directors, proposal for composition of the Nomination Committee, Chairman at the Annual General Meeting and election of auditors. The Company shall pay for reasonable costs that the Nomination Committee has considered to be necessary in order for the Nomination Committee to be able to complete its assignment.
Agenda item 16; Resolution on the adoption of a long-term incentive program for key persons within the
In order to create conditions for retaining and recruiting competent personnel to the
The 2024 Programme comprises two series. Series 1 comprises of share options and Series 2 comprises of warrants. Both the share options and the warrants have a vesting period of three (3) years after which the participant is entitled to exercise the share options and warrants to subscribe for shares in the Company during a period of six (6) months (the "Exercise Period").
It is proposed that the 2024 Programme will comprise not more than 1,500,000 share options and warrants, in aggregate, which may entitle the holders thereof to the same number of new shares. The 2024 Programme implements a similar structure as the incentive programme which was approved at the Annual General Meeting in
General terms and conditions
The Company will satisfy its obligations under the 2024 Programme through either repurchased shares or the issuance of new shares in the Company. All of the rights attaching to the Company's shares are set out in the Company's Memorandum and Articles of Association. Provided that the performance targets described below are fulfilled, each share option and each warrant entitle the participant to subscribe for one new share in the Company during the Exercise Period. The share options and the warrants shall each have a vesting period of three (3) years from the date when the participant enters into a share option agreement or warrant agreement, respectively, regarding the 2024 Programme (the "Vesting Period").
Subject to customary recalculation provisions in case of certain corporate actions taken by the Company, the subscription price for the shares shall be equal to 115 per cent of the volume-weighted average price of the Company's share on Nasdaq Stockholm during a period of ten (10) trading days prior to the respective allocation dates of the share options or the warrants (the "Measurement Period"). The exercise of the share options and/or warrants will be considered valid and effective only upon receipt by the Company (within the Exercise Period) of the relevant subscription price for the shares to be issued.
The share options and warrants will also entitle the participants to utilise an alternative exercise model. Pursuant to this the participants shall have the right to request a recalculation entailing that a reduction of the number of shares that can be subscribed for but that such shares are subscribed for at the nominal value (giving an economic effect for the participant corresponding to a full exercise however reducing the cash amount payable and the dilution).
The Board of Directors, or the Remuneration Committee, shall be entitled to make adjustments to the terms and conditions if significant changes in the
Further, in case of special circumstances, the Directors shall be authorised to resolve that share options or warrants may be exercised and/or kept, as applicable, despite the fact that the employment or assignment in the
The 2024 Programme will be implemented, initial allocations will take place to participants and the Measurement Period will start as soon as practicable following the annual general meeting 2024. Any subsequent allocations to future and existing key persons (as applicable) under the 2024 Programme shall be made as soon as practicable following the publication of the Company's quarterly reports, as applicable, using Measurement Periods starting the date after the publication of any such reports, as applicable, and in no event later than
Performance targets and performance periods
The final number of share options or warrants each participant shall be entitled to exercise shall also be dependent on the degree of fulfilment of the performance targets, defined as:
- average of Employee Net Promoter Score (eNPS) during the financial years 2024-2026 ("Performance Condition 1");
- minimum compound annual organic growth rate of earnings before interest, taxes, depreciation and amortisation (EBITDA) during the financial years 2024-2026 ("Performance Condition 2"); and
- minimum compound annual organic revenue growth rate during the financial years 2025 and 2026 ("Performance Condition 3") (together the "Performance Conditions").
The Performance Conditions are calculated on a group-wide consolidated basis and shall be deemed to be achieved as follows:
Performance Condition 1 shall be deemed to be achieved if it reaches an average of 25 or above for 2024 - 2026.
Performance Condition 2 shall be deemed to be achieved if it reaches or exceeds ten (10) per cent.
Performance Condition 3 shall be deemed to be achieved if it reaches or exceeds ten (10) per cent.
Each participant will, following the Vesting Period, be entitled to retain (and otherwise such portion will lapse or be cancelled, as applicable) share options or warrants allotted as follows:
(a) ten (10) per cent of such participant's share options or warrants if Performance Condition 1 is achieved,
(b) forty-five (45) per cent of such participant's share options or warrants if Performance Condition 2 is achieved, and
(c) forty-five (45) per cent of such participant's share options or warrants if Performance Condition 3 is achieved.
Further, whether the participant will be entitled to exercise any retained options and/or warrants following the Vesting Period will also be dependent on fulfilment of any other conditions under the 2024 Programme such as continued employment, etc.
The table below summarises the relevant performance targets and entitlements set out above:
| Performance Condition | Performance Period (financial year) | Threshold | Entitlement of the share options or warrants allotted to the participant |
| Performance Condition 1 | 2024 - 2026 | Average of 25 or above | Ten (10) per cent |
| Performance Condition 2 | 2024 - 2026 | CAGR of ten (10) per cent or more | Forty-five (45) per cent |
| Performance Condition 3 | 2025 - 2026 | CAGR of ten (10) per cent or more | Forty-five (45) per cent |
Terms and conditions for Series 1 - share options
Series 1 of the 2024 Programme means that the participants will be allotted a certain number of share options free of charge. The Directors shall, within the framework of the above stated conditions and guidelines, be responsible for preparing the detailed terms and conditions of the 2024 Programme including the requirement of continued employment or assignment throughout the Vesting Period. The share options may not be transferred or pledged.
Terms and conditions for Series 2 - warrants
Series 2 of the 2024 Programme means that the participants will be offered to subscribe for a certain number of warrants at a price corresponding to the market value of the warrants (the warrant premium), calculated according to the Black & Scholes valuation model. The valuation of the warrants shall be confirmed by a reputable appraiser. The Company shall in connection with the allotment of the warrants to the participants reserve a pre-emption right regarding the warrants if the participant's employment or assignment within the
Recalculation due to split, consolidation, new share issue, etc.
The exercise price for Series 1 and Series 2, determined as set out above, shall be rounded to the nearest
Allocation of share options and warrants
The 2024 Programme is proposed to comprise a maximum of 25 participants who are proposed to be allotted share options or warrants depending on, inter alia, their respective category. The Company shall, however, not issue more than 1,500,000 share options and warrants in total under the 2024 Programme. The 2024 Programme is proposed to comprise three categories, the Category 1 (CEO), Category 2 (senior management) and Category 3 (key employees). The Directors shall decide which key persons are to be included in the 2024 Programme based on their qualification and individual performance. The right to receive share options shall accrue to key persons who are offered to participate in the 2024 Programme and the right to receive warrants shall accrue to key persons who are based in jurisdictions where warrants are deemed more favourable from a tax perspective. The maximum number of share options and warrants under the 2024 Programme are set out in the table below.
| Category | Maximum number of persons | Maximum number of options/warrants per person within the category |
| Category 1 | 1 | 500,000 |
| Category 2 | 7 | 250,000 |
| Category 3 | 17 | 150,000 |
Board members shall not be eligible to participate in the 2024 Programme.
The rationale for the proposal
The Company shall offer remuneration in accordance with market practice, which enables the recruitment and retention of qualified senior executives. Remunerations within the
Scope, costs and effects on key ratios of the 2024 Programme including valuation of warrants and taxation effects
The share options under Series 1 of the 2024 Programme are expected to result in tax at employment income rates for the participants and will be accounted for in accordance with IFRS 2 which stipulates that the share options should be recorded as personnel expenses during the Vesting Period (see below for treatment of warrants under Series 2). The costs for the 2024 Programme is estimated to amount to approximately MEUR 0.36 (it should be noted that no social security costs are expected under current Maltese tax rules) calculated in accordance with IFRS 2 based on the following assumptions:
- that the maximum number of share options are allotted to participants in
Malta and no warrants are allotted, -
that the volume-weighted average price of the Company's share on Nasdaq Stockholm during a period of ten (10) trading days prior to the allocation date of the share options or warrants amounts to
EUR 0.77 using an exchange rate SEK/EUR of 0.089 and an annual share price increase of 15 per cent during the term of the 2024 Programme, - an estimated annual turnover of personnel of zero (0) per cent, and
- that both performance conditions are fulfilled.
Based on the above assumptions the maximum value for each participant within different categories of the 2024 Programme will upon exercise amount to MSEK 2.1 (Category 1), MSEK 1.0 (Category 2) and MSEK 0.6 (Category 3).
In addition to what is set forth above, the costs for the 2024 Programme have been based on that the 2024 Programme comprises not more than 25 participants and that each participant exercises its maximum share options.
The subscription of the warrants in Series 2 shall be made at a price corresponding to the market value of the warrants and therefore any subsequent gains are expected to result in tax at capital income rates for participants and no social security contributions are to be paid by the
The annual cost of the 2024 Programme is estimated to amount to approximately MEUR 0.12 under the above assumptions, which annually corresponds to 0.5 per cent of Catena's total personnel costs in 2023. The costs are expected to have a limited effect on Catena's key ratios.
Dilution and information about current outstanding incentive programmes
Upon maximum allotment of share options and warrants, 1,500,000 shares can be allotted under the 2024 Programme, meaning a dilution of approximately 2.0 per cent based on the current number of shares and votes in the Company. Currently, the Company has three incentive programmes to employees outstanding, which were adopted in 2021, 2022 and 2023. Taking into account also the shares which may be issued pursuant to previously implemented incentive programmes in the Company the maximum dilution can amount to 4.1 per cent on a fully diluted basis, based on the remaining number of shares that could be issued under the programmes.
For more information regarding the Company's current outstanding incentive programmes, please refer to the Company's website www.catenamedia.com, as well as the Company's annual report for 2023, which will be made available on the Company's website, www.catenamedia.com.
Preparations of the proposal
The Directors of the Company and the Remuneration Committee have prepared this 2024 Programme in consultation with external advisors. The 2024 Programme has been reviewed by the Directors and in the Remuneration Committee at meetings in December, January, February, and March 2023/2024.
If the proposed 2024 Programme is adopted, the Directors intend to propose that future Annual General Meetings adopt incentive programs which correspond hereto. Accordingly, the proposal shall be seen as a part of a recurring incentive program. The Directors will evaluate the suitability and appropriateness of the programme and, if it is deemed necessary or suitable, propose adjustments or additions to future incentive programmes.
Majority Requirement
A resolution to approve the 2024 Programme is valid only where supported by shareholders holding more than 50 per cent of the voting rights attached to shares represented and entitled to vote at the Annual General Meeting.
Agenda item 17; Resolution regarding the Remuneration Report for the financial year 2023
The Board of Directors proposes that the Meeting resolves to approve the Remuneration Report for the financial year 2023 that has been prepared by the Board of Directors. The Remuneration Report describes how the guidelines for the executive remuneration of the Company, adopted by the annual general meeting 2023, were implemented in 2023. Further, the Remuneration Report has been prepared in accordance with Capital Markets Rules issued by the
This agenda item is subject to an advisory vote.
Agenda item 18; Extraordinary Resolution to authorise the Company to acquire its own shares
The purpose behind the proposed authorization to allow the Company to purchase its own shares is (a) to provide flexibility as regards the Company's possibilities to distribute capital to (i) its shareholders; and/or (ii) its employees or directors in respect of the Company's incentive programmes; and (b) to promote more efficient capital usage in the Company, including by cancelling, transferring, disposing and/or otherwise using such shares following their acquisition by the Company should the Board of Directors wish to do so at a later date.
The Board of Directors therefore proposes that the Meeting adopts the following Extraordinary Resolutions:
"(1) That pursuant to article 4 of the Company's Articles of Association and in terms of section 106 of the Companies Act, the Company be and is hereby authorised to acquire the following number of its own fully paid-up shares subject to the limitations and conditions set out in the Companies Act and the following terms and conditions:
- Any acquisition of own shares shall take place exclusively on Nasdaq Stockholm;
- The authorization may be utilised on one or several occasions until the Annual General Meeting 2025, provided that the authorisation granted to the Company by this resolution shall be for a maximum period of eighteen months from the date hereof;
- Shares may be repurchased to the extent that the Company's holding of its own shares, at any point in time, does not exceed ten (10) per cent of the Company's total issued share capital, and in no event may the Company repurchase more than 7,877,342shares in the Company;
- Repurchase of shares may only take place at a price within the price interval, on any occasion, recorded on Nasdaq Stockholm, which refers to the interval between the highest buying price and the lowest selling price. Provided that the maximum price at which shares may be repurchased shall be the lowest selling price of the shares on Nasdaq
Stockholm at the time of the relevant repurchase and the minimum price at which shares may be repurchased shall be the highest buying price of the shares on NasdaqStockholm at the time of the relevant repurchase.
(2) That the Board of Directors, should it wish to do so, be authorised to cancel any of the shares acquired by the Company as set out above (up to a maximum of 7,877,342shares), and that the Memorandum and Articles of
(3) That, without prejudice to the foregoing resolution, the Board of Directors be also authorised to transfer, dispose of and/or use the shares acquired in terms of resolution (1) above for any purpose as it deems fit."
Majority Requirement
The resolution to authorise the Company to acquire its own shares is valid only where supported by shareholders holding (i) at least 75 per cent in nominal value of the shares represented and entitled to vote at the Meeting; and (ii) at least 51 per cent in nominal value of all the Company's issued shares.
Other
As at the date of this notice, the Company has 78,773,422 issued shares (one vote per share) of which 3,124,309 shares are held by the Company itself (the "Treasury Shares"). In terms of article 109 of the Maltese Companies Act, the Treasury Shares carry no voting rights for as long as they are held by the Company.
The Nomination Committee's complete proposals and motivated statement, information on the proposed board members, together with the Consolidated Financial Statements (Annual Report) of the Company for the year ended
For information on how your personal data is processed, see the integrity policy that is available at
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The Board of Directors
Contact details for further information:
Göran Blomberg, Chairman of the Board of Directors
Email: goran.blomberg@catenamedia.com
Investor Relations
Email: ir@catenamedia.com
The information was submitted for publication, through the agency of the contact persons set out above, on
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