Incentive programmes

INCENTIVE PROGRAMMES

Catena Media has two different types of share based incentive programmes, a warrant programme for certain members of the board of directors of Catena Media, and share option programmes for certain senior executives and other key employees of the Catena Media group. The warrant programme and the share option programmes are further described in the section below.

Warrant programme for board members of Catena Media

Catena Media has entered into warrant agreements with the board members Kathryn Moore Baker (through Lakeside AS), Anders Brandt (through Idekapital AS), Mats Alders and Mathias Hermansson. The purpose of the warrant programme is to achieve an increased alignment between the interests of the above-mentioned board members and the shareholders of Catena Media and to promote a long-term shareholding in Catena Media.

Catena Media has, against payment of a consideration of EUR 3,588, issued a warrant to Kathryn Moore Baker and Anders Brandt, respectively, to subscribe for 91,275 shares in Catena Media at a subscription price of EUR 3.56 per share. The right to exercise the warrant for subscription of shares is valid during a period of four months after the expiration of a three-year vesting period commencing on 10 June 2015.

Furthermore, Catena Media has, against payment of a consideration of EUR 10,053, issued a warrant to Mats Alders to subscribe for 91,275 shares in Catena Media at a subscription price of EUR 4.08 per share. The right to exercise the warrant for subscription of shares is valid during a period of four months after the expiration of a three-year vesting period commencing on 30 September 2015.

Finally, Catena Media has, against payment of a consideration of EUR 78,475, issued a warrant to Mathias Hermansson to subscribe for 91,275 shares in Catena Media at a subscription price of EUR 10.75 per share. The right to exercise the warrant for subscription of shares is valid during a period commencing 27 months and ending 30 months after 16 January 2017.

Share option programmes

During the years 2015 – 2018, Catena Media has adopted share option programmes directed to senior executives and certain key employees of the Catena Media group. The purpose of the share option programmes is to achieve an increased alignment between the interests of the participants in the programmes and the shareholders of Catena Media, as well as to create conditions for retaining and recruiting competent personnel. The share options entitles to subscription of shares in Catena Media on the terms and conditions set forth below. A prerequisite for exercising the share options is that the participant is employed or engaged by the Catena Media group at the time of the exercise of the options.

Share option programme 2018

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.

Share option programme 2017

An extraordinary general meeting held on 16 January 2017 resolved to adopt a share option programme replacing the 2016 programme. Consequently, no more share options will be allotted under the 2016 programme. The 2017 programme comprises a maximum of 1,000,000 shares options that may be allotted to a maximum of 15 participants. No participant may be allotted more than 250,000 share options. The share options may be exercised after a three-year vesting period from the date when the participants enter into an agreement regarding the programme.

The final number of share options each participant will be entitled to exercise is also dependent on the degree of fulfilment of a financial target defined as average annual percentage growth in earnings per share during the financial years 2017–2019 compared with earnings per share for the financial year of 2016.

As per 30 June 2017, a total of 422,368 share options were outstanding under the 2017 programme which, if fully exercised, will lead to an increase of the number of share and votes in Catena Media by 422,368 shares and votes.

For further information regarding the share option programme 2017 – please refer to the notice to the extraordinary general meeting of Catena Media held on 16 January 2017.

Share option programme 2016

The annual general meeting of Catena Media held on 26 May 2016 resolved to adopt a share option programme comprising a maximum of 500,000 share options. In total, 145,000 share options have been allotted to key employees of the Catena Media group under the 2016 programme. The share options allotted under the 2016 programme entitle the participants to subscribe for one share in Catena Media per option at a subscription price of EUR 7.93 per share. The share options may be exercised after a three-year vesting period from the date when the participants entered into an agreement regarding the programme.

In total, 145,000 share options are outstanding under the 2016 programme which, if fully exercised, will lead to an increase of the number of share and votes in Catena Media by 145,000 shares and votes.

For further information regarding the 2016 share option programme – please refer to the notice to the annual general meeting of Catena held on 26 May 2016.

Share option programme 2015

The share options under the 2015 programme entitles the participant to subscribe for one share per option at a subscription price of between EUR 1.12 and EUR 2.06 per share (depending on the date the share option agreement was entered into), subject to customary recalculation provisions in case of certain corporate actions. The share options may be exercised during a period of seven months after the expiration of a three‑year vesting period commencing between February 2015 and January 2016 (depending on the date the share option agreement was entered into).

In total, 1,078,010 share options are outstanding under the 2015 programme which, if fully exercised, will lead to an increase of the number of share and votes in Catena Media by 1,078,010 shares and votes.