Bulletin from the 2022 Annual General Meeting of Catena Media plc
The Annual General Meeting of Catena Media plc (the "Company") was held at Hilton Malta, Portomaso, St. Julian's, STJ4012, Malta on Monday, 23 May 2022 (the “Meeting”). The below is a summary of the salient parts of the 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 2021.
The Meeting resolved not to declare any dividends for the financial year of 2021, in accordance with the proposal from the Board of Directors.
The Meeting resolved that the Board of Directors shall be composed of seven (7) members. The Meeting further resolved that the fees to be paid to the members of the Board of Directors shall be allocated as follows: EUR 93,500 to the Chairman of the Board of Directors and EUR 41,500 to each of the other members of the Board of Directors. The Audit Committee, the Remuneration Committee and the Tech Committee shall receive remuneration in accordance with the following (i) Audit Committee Chairman: EUR 13,000; (ii) Audit Committee member: EUR 6,500; (iii) Remuneration Committee Chairman: EUR 6,500; and (iv) Remuneration Committee member: EUR 3,250; (v) Tech Committee Chairman: EUR 6,500; and (vi) Tech Committee member: EUR 3,250.
The Meeting further resolved that the auditor’s fees shall be payable in accordance with approved invoice.
Göran Blomberg, Adam Krejcik, Austin J Malcomb, Esther Teixeira-Boucher, Per Widerström, Theodore Bergqvist and Øystein Engebretsen, were all re-elected as members of the Board of Directors until the end of the next annual general meeting, in accordance with the Nomination Committee’s proposal. Göran Blomberg was also re-elected as Chairman of the Board of Directors until the end of the next annual general meeting.
PricewaterhouseCoopers Malta were re-elected as the Company’s auditor, in accordance with the Nomination Committee’s proposal.
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 2023.
The Meeting further resolved to adopt an incentive program in accordance with the Board of Directors' proposal (the ”2022 Programme”). The 2022 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 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 months. The 2022 Programme comprises up to 1,500,000 share options and warrants in the aggregate, which entitle participants to the same number of new shares. The 2022 Programme implements a similar structure as the incentive programme which was approved on the Annual General Meeting in May 2021.
The Meeting also resolved to approve the Remuneration Report for the financial year 2021 as prepared by the Board of Directors.
The meeting further resolved to renew and extend the authorization to issue shares pursuant to articles 7.1(a) to 7.1(c) of the Company’s articles of association until the date of the Company’s Annual General Meeting to be held in 2023.
The Meeting resolved to adopt the Board of Directors’ proposal on remuneration guidelines for the executives and the Board of Directors.
Given that the Board of Directors' proposal to allow the Company to acquire its own shares (the "Share Buy Back Extraordinary Resolution") only obtained one of the two majorities required in terms of article 1.5 of the Articles, the said proposal was not adopted at the Meeting. The Board of Directors has, however, convened an Extraordinary General Meeting to be held on Monday, 10 August 2022 to pass the Share Buy Back Extraordinary Resolution in terms of article 135 of the Companies Act (Cap. 386 of the laws of Malta) and article 1.5 of the Articles.
Further information about the Annual General Meeting’s resolutions is available on the Company’s website, https://www.catenamedia.com/corporate-governance/general-meeting/annual-general-meetings/2022-agm/.
Contact details for further information:
Göran Blomberg, Chairman of the Board of Directors, Catena Media plc
E-mail: goran.blomberg@catenamedia.com
Investor Relations
E-mail: ir@catenamedia.com
The information was submitted for publication, through the agency of the contact persons set out above, on 23 May 2022 at 17:45 CEST.
About Catena Media
Catena Media is a global leader in generating high-value leads for operators in online casino, sports betting and financial trading. The group’s large portfolio of web-based affiliation brands guides online users to customer websites and enriches the experience of players worldwide. Headquartered in Malta, the group employs over 450 people in Europe, North America, Asia-Pacific and Oceania. The share (CTM) is listed on Nasdaq Stockholm Mid Cap. For further information see catenamedia.com.