Summary from the Annual General Meeting of 2017 of Catena Media plc
The shareholders of Catena Media plc gathered in Stockholm, Sweden, Friday 28 April 2017 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 2016.
The meeting resolved, in accordance with the proposal of the Board of Directors, to not declare any dividends for the financial year of 2016.
Andre Lavold, Anders Brandt, Henrik Persson Ekdahl, Kathryn Moore Baker, Mathias Hermansson and Mats Alders were re-elected as members 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 70,000 to the Chairman of the Board of Directors and EUR 30,000 to each of the other members of the Board of Directors. The members of the Board of Directors shall be entitled to invoice thee fees through a company, if fiscal conditions so permit and provided that such arrangement is cost neutral for the company. The committees of the company shall receive remuneration in accordance with the following: (i) EUR 12,500 to the Chairman and EUR 6,250 to the other members of the Audit Committee, (ii) EUR 12,500 to the Chairman and EUR 6,250 to the other members of the M&A Committee, and (iii) EUR 6,250 to the Chairman and EUR 3,125 to the other members of the Remuneration Committee.
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 electing the Nomination Committee of the company for the Annual General Meeting of 2018.
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 the CEO of the company. The programme means that the CEO may be allotted a maximum of 300,000 share options free of charge. The final amount of share options allotted to the CEO is dependent on the degree of fulfilment of a certain financial target. Each option entitles the CEO to subscribe for one new share in the company during the exercise period. Fifty per cent of the share options shall have a vesting period of three years from the date when the CEO enters into a share option agreement regarding the programme (“Tranche 1”) and the remaining fifty per cent of the share options shall have a vesting period of four years from the date when the CEO enters into a share option agreement regarding the programme (“Tranche 2”). The share options shall not be allotted to the CEO earlier than 1 March 2018. The subscription price shall be equal to 130 per cent, for the shares under Tranche 1, and 140 per cent, for the shares under Tranche 2 of the volume-weighted average price of the company’s share on Nasdaq Stockholm (or the corresponding information on a stock exchange, authorized market place or regulated market on which the shares are listed) during a period of thirty (30) trading days prior to 1 March 2018. The programme corresponds to not more than approximately 0.6 per cent of the share capital and votes of the company (on a fully diluted basis).
Finally, in order to, among other things, reflect the provisions of the Shareholder Rights Directive (Directive 2007/36/EC), the meeting resolved to amend the Memorandum and Articles of Association of the company in accordance with the proposal of the Board of Directors.
CATENA MEDIA PLC
The Board of Directors
For further information, please contact:
Anne Rhenman Eklund, Head of IR and Communications, phone: +356 99 36 82 18, e-mail: anne.rhenman@catenamedia.com www.catenamedia.com
The information was submitted for publication, through the agency of the contact person set out above on April 28, 2017 at 11.15 CET
About Catena Media
Catena Media is a fast-growing online performance marketing and lead generation company within iGaming with portals like PlayNJ.com, SBAT, AskGamblers and RightCasino. The Group has established a leading market position through strong organic growth and acquisitions in its core markets. Catena Media was listed on Nasdaq Stockholm First North Premier in February 2016. During 2016, the company’s revenues reached approximately EUR 40 million. The Group was founded in 2012 and has today about 200 employees. The Group Head Office is situated in Malta. The company’s certified advisor is Avanza.