incentive programmes
From 2017 to 2021, 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 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.
Incentive programme 2018
The 2018 annual general meeting resolved to adopt an incentive programme comprising two series (share options and warrants) with a vesting period of three years from the allocation date.
The 2018 programme comprises not more than 32 participants and not more than an aggregate of 800,000 share options and warrants, corresponding to a dilution of approximately 1.3 percent of the company’s shares. Currently, total of 538,013 share options and 15,500 warrants are outstanding under the 2018 programme.
The subscription price for the shares is equal to 130 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 is entitled to exercise also depends on the degree of fulfilment of certain performance targets.
Incentive programme 2017
An extraordinary general meeting held on 16 January 2017 resolved to adopt an incentive programme which replaced the incentive programme adopted in 2016 and comprises share options with 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 percent of the company’s shares. Currently, a total of 815,368 share options are outstanding under the 2017 programme.
The subscription price for the shares is equal to 130 percent of the volume-weighted average price for the company’s share on Nasdaq Stockholm during a period of five 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 also depends 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.