Summary from Extraordinary General Meeting of Catena Media plc
January 16th, 2017 13:00 CET
The Meeting resolved, in accordance with the Board of Director’s proposal, to implement a new incentive programme based on share options for key persons of the Catena Group, which will replace the option programme which was resolved upon by the Annual General Meeting of 2016. The programme comprises a maximum of 15 participants who are proposed to be allotted a maximum of 250,000 share options each. The company shall, however, not issue more than 1,000,000 share options in total, corresponding to approximately 1.9 per cent of the share capital and votes of the company on a fully diluted basis.
Furthermore, the Meeting resolved, in accordance with the nomination committee’s proposal, that remuneration shall be allocated as follows: EUR 12,500 to the Chairman and EUR 6,250 to the other members of the Audit Committee; EUR 12,500 to the Chairman and EUR 6,250 to the other members of the M&A Committee; and EUR 6,250 to the Chairman and EUR 3,125 to the other members of the Remuneration Committee. The amounts shall be paid over and above any amount already allocated as remuneration for the Directors of the company as resolved upon by the Annual General Meeting of 2016.
Furthermore, the Meeting resolved to enter into a warrant agreement with the Director Mathias Hermansson. According to the agreement Mathias Hermansson will, against the payment of a consideration corresponding to the fair value of the warrant, calculated according to an established method of valuation (the Black and Scholes model), be offered a warrant for the subscription of 91,275 fully paid ordinary shares, corresponding to approximately 0.2 per cent of the share capital and votes of the company on a fully diluted basis. The subscription price is equal to 120 per cent of the volume-weighted average price of the company’s share on Nasdaq First North Premier during a period of ten trading days prior to the date of the Extraordinary General Meeting. Furthermore, the company was authorized to issue a maximum of 91,275 shares to Mathias Hermansson upon exercise of the option.
Finally, the Meeting resolved to amend the clauses 18.3, 42.1 as well as clause 52.1 of the company’s Articles of Association in accordance with the proposal of the Board of Directors.
CATENA MEDIA PLC
The Board of Directors
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The information was submitted for publication, through the agency of the contact person set out above on January 16, 2017 at 13.00 CET
About Catena Media
Catena Media is a fast-growing online performance marketing and lead generation company within iGaming with portals like AskGamblers and RightCasino. The Group has established a leading market position through strong organic growth and acquisitions in its core markets. Catena Media was listed on Nasdaq Stockholm First North Premier in February 2016. By the end of the third quarter 2016, the company’s revenues reached approximately EUR 34.0 million on a twelve-month basis. The Group was founded in 2012 and has today about 200 employees. The Group Head Office is situated in Malta. The company’s certified advisor is Avanza.
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