Bulletin from the 2019 Annual General Meeting of Catena Media plc
May 2nd, 2019 16:00 CEST
It was resolved to approve the Consolidated Financial Statements of the Company, the Director’s Report and the Auditor’s Report for the financial year ending 31 December 2018. The meeting resolved to not declare any dividends for the financial year of 2018, in accordance with the proposal from the Board of Directors.
Kathryn Moore Baker, Mats Alders, Øystein Engebretsen and Cecilia Qvist were re-elected as members of the Board of Directors, and Göran Blomberg, Per Widerström and Theodore Bergquist were elected as new members of the Board of Directors, in accordance with the nomination committee’s proposal. Kathryn Moore Baker was further re-elected as Chairman of the Board of Directors. The meeting further resolved that the fees to be paid to the members of the Board of Directors shall be allocated as follows: EUR 90,000 to the Chairman of the Board of Directors and EUR 40,000 to each of the other members of the Board of Directors. The committees of the Company shall receive remuneration in accordance with the following (i) Audit Committee Chairman: EUR 12,500; (ii) Audit Committee member: EUR 6,250; (iii) Remuneration Committee Chairman: EUR 6,250; and (iv) Remuneration Committee member: EUR 3,125.
PricewaterhouseCoopers Malta was re-elected as the Company’s auditor, in accordance with the nomination committee’s proposal. The meeting resolved that the auditor’s fees shall be payable in accordance with approved invoice.
The meeting resolved to approve the Nomination Committee’s proposal on the principles for appointing the Nomination Committee of the Company for the Annual General Meeting of 2020.
The meeting resolved to adopt the Board of Directors’ proposal for guidelines for remuneration to senior management.
The meeting resolved to approve the Board of Director’s proposal on the renewal of the permission for the Board of Directors to issue shares under the Company’s Articles of Association, in order to fulfil the Company's obligation to deliver shares under the employee and director share option/warrant programmes (as authorised from time to time by the company’s shareholders at general meetings).
The meeting further resolved to adopt two incentive programs in accordance with each respective proposal 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 3 years.
The 2019 Programme comprises not more than 32 participants and in total 1,150,000 share options and warrants. The Shareholder Programme comprises not more than 15 participants and in total 1,150,000 share options and warrants. The performance conditions for the 2019 Programme relate to Catena Media’s average normalised return on capital employed during the financial years 2019-2021 and average annual organic growth, whereas the Shareholder Programme also takes into account adjusted EBITDA.
Complete information regarding the AGM’s resolutions has been made available at the Company’s website, www.catenamedia.com
For further information, please contact:
Per Hellberg, CEO, Catena Media plc
Phone: +46 709 10 74 10, E-mail: [email protected]
Åsa Hillsten, Head of IR & Communications, Catena Media plc
Phone: +46 700 81 81 17, E-mail: [email protected]
The information was submitted for publication, through the agency of the contact persons set out above on 2 May 2019 at 16.00 CET.
About Catena Media
Catena Media provides companies with high-quality online lead generation. Through strong organic growth and strategic acquisitions, Catena Media has since 2012 established a leading market position with approximately 390 employees in the US, Australia, Japan, Serbia, UK, Sweden, Italy and Malta (HQ). Total sales in 2018 reached EUR 105.0m. The company is listed on Nasdaq Stockholm Mid Cap. Further information is available at www.catenamedia.com
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