HYBRID CAPITAL SECURITIES (CATME HO1)

Hybrid capital securities are denominated, subordinated, perpetual capital securities whose first possible redemption date occurred five years after the issue date in 2020. The hybrids are treated as equity under current IFRS reporting standards. Each hybrid has a nominal value of SEK 100 and a variable coupon of 3-month STIBOR plus a margin, initially 8 percent per annum. Catena Media had the option to redeem the hybrid capital securities five years post-issuance in July 2025. They were not redeemed at that time, and the base interest rate therefore increased by 300 basis points from 8 percent to 11 percent, and increases by an additional 100 basis points per year in the following years. The margin is currently 12 percent per annum.

In 2025, the company communicated its intention to suspend interest payments on the hybrid capital securities until further notice and announced that the instrument will not be redeemed in the near term. The purpose of the suspension is to ease Catena Media's financial burden and allow the company to create headroom for tech-facing investments necessary to drive the business forward.

On 11 August 2026, Catena Media announced its intention to launch a voluntary tender offer for its hybrid capital securities (CATME H01), at a price of 20.00 per cent of the nominal amount — SEK 20 for every SEK 100 of nominal value. No capitalised or accrued interest will be paid in connection with the offer. Participation is entirely voluntary, and holders who prefer to keep their securities need take no action.

Full details, including the offer period and instructions on how to participate, will be announced in a separate press release when the offer formally opens. The questions below answer the most common queries about the offer. The press release, the terms and conditions for the capital securities and all notices to holders can be downloaded further down this page.

FAQ — VOLUNTARY TENDER OFFER

Last updated 11 August 2026

Why are you doing the capital securities tender offer and share buyback in parallel? Are the share buyback and capital securities tender offer conditional upon each other?

After the past years operational and strategic turnaround, the board of directors has finalised an updated long-term capital allocation plan reflecting its dual focus on growth and shareholder value.

The capital allocation focus remains the reinvestment of cash flow into growth-oriented initiatives that offer attractive investment returns. In addition, and in line with the authorisations granted at our recent annual and extraordinary general meetings, the company will initiate a limited share buyback programme to support our long-term incentive plans.

Further, as part of the updated capital allocation plan, the board has also evaluated the company's outstanding capital securities.

The share buyback and the capital securities tender offer are made separately and are not conditional upon each other.

Will the capital securities tender and share buyback be funded by cash on balance sheet or external sources?

They will be funded by cash at hand. The company is satisfied that funding both the share buyback programme and the capital securities tender offer from existing cash resources will not compromise the company’s ability to continue investing in its growth-oriented initiatives or to maintain a prudent liquidity buffer.

Why doesn’t the company pay any interest on the capital securities now when the business seems to generate positive operating cash flow?

Any resumption of interest payments on the capital securities, and the timing of any such resumption, is solely at the company’s discretion. Should the company opt to make any distributions to its shareholders, any deferred interest on the hybrid capital securities would then need to also be settled.

The company does not intend to initiate any interest payments for the foreseeable future and will remain fully focused on executing its strategic roadmap and maximising long-term value for the company and all its stakeholders, in order to maximise flexibility for effective capital allocation – including creating scope for investments that support strategic opportunities and revenue growth. This position will be kept under regular review.

What is the purpose of the capital securities tender offer?

The company has received numerous enquiries from investors seeking a mechanism to exit their positions due to the lack of market liquidity. This offer provides an immediate liquidity window for holders who prefer to realise cash today rather than hold the instrument indefinitely.

What is the rationale behind the tender price set to 20% of par value?

The tender price has been determined by taking into account a number of factors, including the discretionary and long-dated nature of the capital securities, the company's current capital allocation priorities, and the objective of offering a meaningful and immediate liquidity option to holders who wish to divest their positions. The price reflects the company’s assessment of current value in light of these considerations.

Will capitalised or accrued interest be paid on top of the tender price?

No. In 2025, the company communicated its intention to suspend interest payments on the hybrid capital securities until further notice, thus no interest will be paid in connection to the tender of any capital securities.

What volumes are expected to be tendered under this offering?

The tender offer will not be subject to any cap. However, the company is free to introduce a cap amount for the offering.

Is there a redemption planned for any residual amount?

No. The offering is to meet the enquiries from investors seeking to exit their positions due to the lack of market liquidity. The company doesn’t have any redemption planned for the residual amount nor any plans to resume interest payments on the capital securities for the foreseeable future.

When will the tender offer formally be initiated?

The company intends to formally launch the tender offer in August 2026, subject to market conditions. Further details, including the exact launch date, the acceptance period and instructions on how to tender, will be announced by the company to the market in due course.

What happens if I do not participate in the tender offer?

Holders who do not participate in the tender offer will remain holders of their capital securities on the terms currently applicable to them. Their position will not be affected by the tender offer.

Will further tender offers to purchase capital securities follow this tender offer?

The company has no current plans to launch any further tender offer for the capital securities. That said, the terms of the capital securities permit the company to purchase capital securities at any time and at any price. Accordingly, the company reserves the right to make further purchases of, or offers to purchase, capital securities in the future, on terms (including price) that may differ from those of this tender offer. There is no assurance that any such further purchases or offers will or will not be made, and holders who tender their capital securities under this offer will not benefit from any more favourable terms that may apply to any subsequent purchase or offer.

TERMS AND CONDITIONS FOR CATENA MEDIA PLC