incentive programmes

From 2019 to 2023, the general meetings of Catena Media adopted various incentive programmes directed at senior executives and certain key employees. The programmes’ purpose is to achieve increased alignment between the interests of participants and the shareholders of Catena Media, as well as to create conditions for retaining and recruiting competent personnel.

The programmes entitle participants to receive share options and warrants. Each share option and warrant entitles the participant to subscribe for one new share in Catena Media during the exercise period in accordance with the terms and conditions of the relevant programme, providing that performance targets are fulfilled on the date the options or warrants are exercised. Each programme is subject to customary recalculation provisions.

For more detailed information regarding each incentive programme, please see the notices of each of the General meetings. 

Incentive programme 2023
The 2023 annual general meeting resolved to adopt a new incentive programme in accordance with proposals from the board of directors. The 2023 programme comprises two series (share options and warrants) with a vesting period of three years from the allocation date.

The 2023 programme comprises not more than 50 participants and in total not more than 2,000,000 share options and warrants, corresponding to a dilution of not more than approximately 2.8 percent of the company’s shares.

The subscription price for the shares is equal to 115 percent of the volume-weighted average price of the company’s share on Nasdaq Stockholm during a period of 10 trading days prior to the respective allocation dates of the share options or warrants. The final number of share options or warrants which each participant is entitled to exercise also depends on the degree of fulfillment of certain performance targets.

Incentive programme 2022
The 2022 annual general meeting resolved to adopt a new incentive programme in accordance with proposals from the board of directors. The 2022 programme comprises two series (share options and warrants) with a vesting period of three years from the allocation date.

The 2022 programme comprises not more than 51 participants and in total not more than 1,500,000 share options and warrants, corresponding to a dilution of not more than approximately 2 percent of the company’s shares.

The subscription price for the shares is equal to 115 percent of the volume-weighted average price of the company’s share on Nasdaq Stockholm during a period of 10 trading days prior to the respective allocation dates of the share options or warrants. The final number of share options or warrants which each participant is entitled to exercise also depends on the degree of fulfillment of certain performance targets.

Incentive programme 2021
The 2021 annual general meeting resolved to adopt a new incentive programme in accordance with proposals from the board of directors. The 2021 programme comprises two series (share options and warrants) with a vesting period of three years from the allocation date.

The 2021 programme comprises not more than 36 participants and in total not more than 2,500,000 share options and warrants, corresponding to a dilution of not more than approximately 3.6 percent of the company’s shares.

The subscription price for the shares is equal to 115 percent of the volume-weighted average price of the company’s share on Nasdaq Stockholm during a period of 10 trading days prior to the respective allocation dates of the share options or warrants. The final number of share options or warrants which each participant is entitled to exercise also depends on the degree of fulfilment of certain performance targets.

Incentive programme 2020
The 2020 annual general meeting resolved to adopt a new incentive programme in accordance with proposals from the board of directors. The 2020 programme comprises two series (share options and warrants) with 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 percent of the shares in the company.

The subscription price for the shares is equal to 115 per cent of the volume-weighted average price of the company’s share on Nasdaq Stockholm during a period of 10 trading days prior to the respective allocation dates of the share options or warrants. The final number of share options or warrants each participant is entitled to exercise also depends on the degree of fulfilment of certain performance targets.

Incentive Programme 2019
The 2019 annual general meeting resolved to adopt two incentive programmes in accordance with proposals from the board of directors. The 2019 programme and shareholder programme comprise two series (share options and warrants) with 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 percent of the company’s shares. 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 percent of the company’s share capital and voting rights. Currently, a total of 1,562,222 share options are outstanding under the 2019 programme and the shareholder programme.

The subscription price for the shares is equal to 115 percent of the volume-weighted average price of the company’s share on Nasdaq Stockholm during a period of 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 also depends on the degree of fulfilment of certain performance targets.