Summary from the 2018 Annual General Meeting of Catena Media plc
The shareholders of Catena Media plc gathered in Stockholm, Sweden, on Thursday, 26 April 2018 for the Annual General Meeting.
It was resolved to approve the Consolidated Financial Statements of the Company, the Director’s Report and the Auditor’s Report for the financial year ending 31 December 2017.
The meeting resolved, in accordance with the proposal of the Board of Directors, to not declare any dividends for the financial year of 2017.
Anders Brandt, Andre Lavold, Henrik Persson Ekdahl, Kathryn Moore Baker, Mathias Hermansson and Mats Alders were re-elected as members of the Board of Directors. Cecilia Qvist was elected as new member of the Board of Directors. Kathryn Moore Baker was re-elected as Chairman of the Board of Directors.
The meeting further resolved that the fees to be paid to the members of the Board of Directors shall be allocated as follows: EUR 80,000 to the Chairman of the Board of Directors and EUR 35,000 to each of the other members of the Board of Directors. The committees of the Company shall receive remuneration in accordance with the following (i) Audit Committee Chairman: EUR 12,500; (ii) Audit Committee member: EUR 6,250; (iii) Remuneration Committee Chairman: EUR 6,250; and (iv) Remuneration Committee member: EUR 3,125.
PricewaterhouseCoopers Malta was re-elected as the Company’s auditor. The meeting resolved that the auditor’s fees shall be payable in accordance with approved invoice.
The meeting resolved to approve the Nomination Committee’s proposal on the principles for appointing the Nomination Committee of the Company for the Annual General Meeting of 2019.
The meeting approved the Board of Directors’ proposal regarding guidelines for remuneration to senior management.
The meeting resolved, in accordance with the proposal of the Board of Directors, to implement a new incentive programme for key persons within the Catena Media Group (the ”2018 Programme”). The 2018 Programme comprises two series, share options that will be allotted free of charge and warrants that will be purchased at market value. Both the share options and the warrants have a vesting period of 3 years after which the participant is entitled to exercise the share options and warrants to subscribe for shares in the company. The 2018 Programme comprises not more than 32 participants and not more than in aggregate 800,000 share options and warrants which may entitle to the same number of new shares, corresponding to not more than approximately 1.5 per cent of the share capital and votes of the company. The subscription price for the shares shall be equal to 130 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 final number of share options or warrants each participant shall be entitled to exercise shall also be dependent on the degree of fulfillment of certain performance targets.
The meeting resolved, in accordance with the proposal of the Board of Directors, on amendments to the Company’s Memorandum and Articles of Association mainly in respect of the maximum number of members of the Board of Directors (an increase from not more than six to not more than seven directors). The meeting further resolved to amend the Company's Articles of Association by including a provision by the means of which Directors may resolve to issue shares, and the rights of pre-emption of existing shareholders may be restricted or withdrawn by the same Directors, pursuant to the exercise of options, warrants or other instruments in relation to and pursuant to the terms of any employee or director incentive programmes established by the Company.
Complete information regarding the AGM’s resolutions is available at the Company’s website, www.catenamedia.com
For further information, please contact:
Henrik Persson Ekdahl, Acting CEO, Catena Media plc
Phone: +46 706 914343, E-mail: henrik.persson@catenamedia.com
Åsa Hillsten, Head of IR & Communications, Catena Media plc
Phone: +46 700 818117, E-mail: asa.hillsten@catenamedia.com
The information was submitted for publication, through the agency of the contact persons set out above on 26 April 2018 at 10:45 CET.
About Catena Media
Catena Media plc is an online performance marketing company that has established a leading position through strong organic growth and acquisitions. The business was started in 2012 and the group has approximately 282 employees in the US, Australia, Japan, Serbia, UK, Sweden and Malta, where the Head Office is situated. In 2017, revenues reached approximately EUR 67,6 million. The company is listed on Nasdaq Stockholm Mid Cap. Further information is available at www.catenamedia.com