Long term Incentive programmes

Incentive Programmes

During the years 2017–2020, the General Meetings of Catena Media have adopted several Incentive Programmes directed to senior executives and certain key employees of the Catena Media group. The purpose of the Incentive 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. Provided that the performance targets are fulfilled at the time of the exercise of the share options or warrants, each share option and each warrant entitle a participant to subscribe for one new share in Catena Media during the exercise period in accordance with the terms and conditions of each programme. Each program is subject to customary recalculation provisions.

For more detailed information regarding each Incentive Programme, please see the notices of each of the General Meetings on catenamedia.com/corporate-governance/general-meeting/.

Incentive Programme 2020

The 2020 Annual General Meeting resolved to adopt a new incentive program in accordance with proposals from the Board of Directors (the ”2020 Programme”). The programme comprises two series (share options and warrants) and has a vesting period of three years from the allocation date.

The 2020 Programme comprises not more than 35 participants and in total not more than 1,400,000 share options and warrants, corresponding to a dilution of not more than approximately 2.2 per cent of the shares in the company.

The subscription price for the shares shall be equal to 115 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.

Incentive Programme 2019

The 2019 Annual General Meeting resolved to adopt two incentive programs in accordance with proposals from the Board of Directors (the ”2019 Programme”) and certain shareholders (the ”Shareholder Programme”), respectively. Both programmes comprises two series (share options and warrants) and have a vesting period of three years from the allocation date.

The 2019 Programme comprises not more than 32 participants and in total not more than 1,150,000 share options and warrants, corresponding to a dilution of approximately 1.9 per cent of the shares in the company. The Shareholder Programme comprises not more than 15 participants and in total 1,150,000 share options and warrants, corresponding to not more than approximately 1.9 per cent of the share capital and votes in the Company. Currently, a total of 1,562,222 share options are outstanding under the 2019 Programme and the Shareholder Program.

The subscription price for the shares shall be equal to 115 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.

Incentive Programme 2018

The 2018 Annual General Meeting resolved to adopt an incentive programme (the ”2018 Programme”). The 2018 Programme comprises two series (share options and warrants) and has a vesting period of three years from the allocation date.

The 2018 Programme comprises not more than 32 participants and not more than in aggregate 800,000 share options and warrants, corresponding to a dilution of approximately 1.3 per cent of the shares in the company. Currently, total of 538,013 share options and 15,500 warrants are outstanding under the 2018 Programme.

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.

Incentive Programme 2017

An extraordinary general meeting held on 16 January 2017 resolved to adopt an Incentive Programme (the “2017 Programme”), which replaced the incentive program adopted in 2016. The 2017 Programme comprises share options and has a vesting period of three years.

The 2017 Programme comprises not more than 15 participants and not more than 1,000,000 share options, corresponding to a dilution of approximately 1.6 per cent of the shares in the company. Currently, total of 815,368 share options are outstanding under the 2017 Programme.

The subscription price for the shares shall be equal to 130 per cent of the volume-weighted average price for the company’s share on Nasdaq Stockholm during a period of five (5) trading days prior to the respective allocation dates of the share options. 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.