2021 AGM

AGM 2021

Documents related to the AGM 2021

 

Translations

 

The ANNUAL GENERAL MEETING (the “Meeting”) of Catena Media plc, company registration number C70858 (the “Company” or “Catena”), will be held on Wednesday, 12 May 2021, at 08:00 (UTC) (10:00 (CEST)) at Catena Media, Quantum Place, Triq ix-Xatt Ta' Xbiex, Gzira, Malta GZR 1052. The registration of shareholders starts at 09:00 (CEST).

Information in relation to the Corona virus (COVID-19)
In view of the developments of the spread of the Corona virus (COVID-19), Catena has taken certain precautionary measures in relation to the Annual General Meeting on 12 May 2021. The measures are being taken to reduce the risk of spread of contagion.

Due to Covid-19 travel and other restrictions that are likely to be place at the time of the Meeting, shareholders or their proxies may be unable to travel and/or attend the Meeting in person and/or the Company may be required to refuse them entry if the number of persons at the Meeting exceeds the number permitted by the Maltese Health Authorities. Accordingly, shareholders are strongly encouraged not to attend the Meeting in person but to, instead, vote on all proposed resolutions in advance by appointing the Chairman of the Meeting as their proxy and completing the voting instructions sheet attached to the proxy form.  In particular, shareholders who display symptoms of infection (dry cough, fever, respiratory distress, sore throat, headache, muscle and joint ache), have been in contact with people displaying symptoms or belong to a risk group, are in particular encouraged to utilize such possibility. A proxy form is available at www.catenamedia.com, section Corporate Governance, under General Meetings and subsection Annual General Meetings – 2021 AGM.

  • No external guests will be invited.
  • No refreshments will be served prior to or after the Annual General Meeting.
  • Merely a shorter speech will be held by the CEO on the Annual General Meeting.
  • The Annual General Meeting will be conducted in the shortest possible time without limiting the rights of the shareholders.
  • Kindly review the information and recommendations issued by the Maltese Ministry for Health (https://deputyprimeminister.gov.mt/en/health-promotion/covid-19/Pages/landing-page.aspx).

The continued spread of the Corona virus (COVID-19) and its effects are still difficult to assess with certainty and Catena is closely following the developments. If any further precautionary measures in relation to the Annual General Meeting must be taken, information thereof will be published on the company’s webpage

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 on 12 April 2021.
  • 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 need to be effected by 12 April 2021. 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/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden, by e-mail to [email protected], or by phone +46 8 402 91 48 during the office hours of Euroclear Sweden AB, by no later than 12 April 2021 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.
  • 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/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden or by e-mail to [email protected], no later than 12 April 2021 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 [email protected] 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 [email protected] by not later than 5 May 2021 by 21:59 (UTC) (23:59 (CEST)). An answer to a question will not be given in those cases specified in article 26 of the Articles (a copy of which is available on the Company’s website).

 

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.
  • 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 [email protected]) by not later than 27 March 2021 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 after 27 March 2021.

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), by no later than 28 March 2021. Shareholders are therefore encouraged to check the Company's website on 29 March 2021 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.