Notice of Extraordinary General Meeting 2026 of Catena Media plc.

in accordance with Articles 18 and 19 of the Articles of Association of the Company (the “Articles”).

NOTICE IS HEREBY GIVEN that the EXTRAORDINARY GENERAL MEETING (the “Meeting”) of Catena Media plc, company registration number C70858 (the “Company” or “Catena”), will be held on 30 June 2026, at 12:00 (UTC) 14:00 (CEST) at Catena Media, Quantum Place, Triq ix-Xatt Ta' Xbiex, Gzira GZR 1052 Malta. The registration of shareholders starts at 13:30 (CEST).

Purpose of the Meeting

• At the Company's annual general meeting held on 27 May 2026 (the "AGM"), the Board of Directors proposed the adoption of an extraordinary resolution to authorize the Company to acquire its own shares (the "Extraordinary Resolution").
• In order to be passed at the AGM, the Extraordinary Resolution required the support of shareholders having the right to attend and vote at the AGM holding in the aggregate (i) not less than 75 per cent in nominal value of the shares represented and entitled to vote at the Meeting; and (ii) at least 51 per cent in nominal value of all the Company´s issued shares.
• Only the first of the two aforementioned majorities was obtained at the AGM in respect of the Extraordinary Resolution. In this regard, article 135 of the Companies Act (chapter 386 of the laws of Malta) and article 1.5 of the Articles provides that if one of the two required majorities for the passing of an extraordinary resolution is obtained, but not both, another meeting shall be convened within thirty days to take a fresh vote on the proposed resolution, at which meeting the resolution may be passed by a member or members having the right to attend and vote at the meeting holding in the aggregate not less than seventy five per cent (75%) in nominal value of the shares represented and entitled to vote at the meeting. Alternatively, if more than half in nominal value of all the shares having the right to vote at the meeting are represented at that meeting, a simple majority in nominal value of such shares so represented shall suffice.
• Accordingly, the Meeting is hereby being convened within thirty (30) days of the AGM in order to take a fresh vote on the Extraordinary Resolution, which is once again proposed by the Board and which may be passed in accordance with the revised majority requirements set out in the preceding paragraph.

Attendance and voting

• To be entitled to attend and vote at the Meeting (and for the Company to be able to determine the number of votes that may be cast), shareholders must be entered in the register of members maintained by Euroclear Sweden AB on 31 May 2026 (the “Record Date”).
• Shareholders whose shares are registered in the name of a nominee should note that they may be required by their respective nominee/s to temporarily re-register their shares in their own name in the register of members maintained by Euroclear Sweden AB in order to be entitled to attend and vote (in person or by proxy) at the Meeting. Any such re-registration would also need to be effected by the Record Date. Shareholders should therefore liaise with and instruct their nominees well in advance thereof.
• To be entitled to attend and vote at the Meeting, shareholders must also notify the Company of their intention to participate by mail to Catena Media plc, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden, by e-mail to [email protected], or by phone +46 8 402 91 48 during the office hours of Euroclear Sweden AB, by no later than the Record Date by 21:59 (UTC) (23:59 (CEST)). Such notification should include the shareholder’s name, personal identification number/company registration number (or similar), address and daytime telephone number, number of shares in the Company, as well as, if applicable, details of proxies. Information submitted in connection with the notification will be computerised and used exclusively for the Meeting. See below for additional information on the processing of personal data.

Proxies

• A shareholder, who is entitled to attend and vote at the Meeting, is also entitled to appoint one or more proxies to attend and vote on such shareholder’s behalf. A proxy does not need to be a shareholder. The appointment of a proxy must be in writing and its form must comply with Article 42 of the Articles and (a) where the shareholder is an individual, be signed by him/her or (b) where the shareholder is a corporation, be signed by a duly authorised officer of the corporation. A proxy form is available on the Company’s website: www.catenamedia.com. Proxy forms must clearly indicate whether the proxy is to vote as she/he wishes or in accordance with the voting instructions sheet attached to the proxy form.
• The signed proxy form and, where the shareholder is a corporation, a certified copy of a certificate of registration or similar evidencing the signatory right of the officer signing the proxy form, must be received by mail to Catena Media plc, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden or by e-mail to [email protected], no later than the Record Date by 21:59 (UTC) (23:59 (CEST)). Shareholders are, therefore, encouraged to send or deliver their proxy forms (and, if applicable certified copies of certificates of registration or similar) as soon as possible.
• Aggregated attendance notifications and proxy data processed by Euroclear Sweden AB must be received by the Company by email at [email protected] not less than 48 hours before the time appointed for the Meeting and in default shall not be treated as valid.

Shareholder Proposals

• In accordance with Article 19.4 of the Articles, a shareholder holding not less than five (5) per cent of the voting issued share capital of the Company may: (a) request the Company to include items on the agenda of the Meeting, provided that each item is accompanied by a justification or a draft resolution to be adopted at the Meeting; and/or (b) table draft resolutions for items included in the agenda of the Meeting.

Right to Ask Questions
Each shareholder (or proxy holder) shall have the right to ask questions which are pertinent and related to items on the Agenda of the Meeting to the Company Secretary by e-mail to [email protected] by not later than 23 June 2026 by 21:59 (UTC) (23:59 (CEST)). An answer to a question will not be given in those cases specified in article 26 of the Articles (a copy of which is available on the Company’s website).

Agenda
General

1. Opening of the Meeting
2. Election of Chairman of the Meeting
3. Drawing up and approval of the voting list
4. Election of one or two persons to approve the minutes of the Meeting
5. Approval of the agenda
6. Determination whether the Meeting has been duly convened
   Special business (extraordinary resolutions)
7. Extraordinary Resolution to authorise the Company to acquire its own shares

Information on resolution proposals

Agenda item 2; Election of Chairman of the Meeting
In terms of article 20.1 of the Articles, the Chairman of the Board of Directors (Mr Erik Flinck) shall preside as Chairman of the Meeting. Should the Chairman not be present at the Meeting, article 20.1 of the Articles will regulate the appointment of the Chairman of the Meeting.

Agenda item 7; Extraordinary Resolution to authorize the Company to acquire its own shares
The purpose behind the proposed authorization to allow the Company to purchase its own shares is (a) to provide flexibility as regards the Company's possibilities to (i) distribute capital to its shareholders; and/or (ii) satisfy its obligations under its incentive programmes by; and (b) to promote more efficient capital usage in the Company, including by cancelling, transferring, disposing and/or otherwise using such shares following their acquisition by the Company should the Board of Directors wish to do so at a later date.

The Board of Directors therefore proposes that the Meeting adopts the following Extraordinary Resolutions:

"(1) That pursuant to article 4 of the Company's Articles of Association and in terms of section 106 of the Companies Act, the Company be and is hereby authorised to acquire the following number of its own fully paid-up shares subject to the limitations and conditions set out in the Companies Act and the following terms and conditions:

1. Any acquisition of own shares shall take place exclusively on Nasdaq Stockholm or any other regulated market;
2. The authorization may be utilised on one or several occasions until the Annual General Meeting 2027, provided that the authorisation granted to the Company by this resolution shall be for a maximum period of eighteen months from the date hereof;
3. Shares may be repurchased to the extent that the Company's holding of its own shares, at any point in time, does not exceed ten (10) per cent of the Company's total issued share capital, and in no event may the Company repurchase more than 7,877,444 shares in the Company;
4. Acquisitions of shares shall be made in accordance with the price limitations set out in the Nasdaq Nordic Main Market Rulebook for Issuers of Shares, which provides, among other things, that shares may not be purchased at a price higher than the higher of the price of the last independent trade and the highest current independent purchase bid on Nasdaq Stockholm. Acquisitions may not be made at a price lower than the lowest price at which an independent acquisition can be made.

(2) That, without prejudice to the foregoing resolution, the Board of Directors be also authorised to cancel, transfer, dispose of and/or use the shares acquired in terms of resolution (1) above for any purpose as it deems fit."

Majority Requirement

The resolution to authorise the Company to acquire its own shares is valid only where supported by shareholders holding not less than seventy five per cent (75%) in nominal value of the shares represented and entitled to vote at the Meeting. However, if more than half in nominal value of all the shares having the right to vote at the Meeting is represented at that Meeting, a simple majority in nominal value of such shares so represented shall suffice.

Other
As at the date of this notice, the Company has 78,774,442 issued shares (one vote per share) of which 3,124,309 are held by the Company itself (the “Treasury Shares”). In terms of article 109 of the Maltese Companies Act, the Treasury Shares carry no voting rights for as long as they are held by the Company.

This notice as well as the information which the Company is required to publish in connection with the Meeting in terms of its Articles will be made available at the Company’s website:
https://www.catenamedia.com/, not later than three weeks prior to the Meeting. Such information and/or documents will also be (a) sent to shareholders who so request and who inform the Company of their mailing address and (b) made available at the Meeting.

For information on how your personal data is processed, see the integrity policy that is available at Euroclear’s website www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

* * *
Malta in May 2026
CATENA MEDIA PLC
The Board of Directors

Contact details for further information:
Erik Flinck, Chairman of the Board of Directors, Catena Media plc
Email: [email protected]

Investor Relations
Email: [email protected]
 
The information was submitted for publication, through the agency of the contact persons set out above, on 27 May 2026 at 09:45 CEST.