The Annual General Meeting of Catena Media plc (the "Company") was held at The Westin Dragonara Resort, Dragonara Road St. Julian's, STJ 3143, Malta on Wednesday 27 May 2026 (the "Meeting"). The below is a summary of the salient parts of the Meeting.
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 ended 31 December 2025.
The Meeting resolved not to declare any dividends for the financial year ended 31 December 2025, in accordance with the Board of Directors' proposal.
The Meeting resolved that the Board of Directors shall be composed of four (4) members. 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 remuneration to be received by the members of the Audit Committee, the Remuneration Committee and the Investment Committee shall be as follows: (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; (v) Investment Committee Chairman: EUR 6,250; and (vi) Investment Committee member: EUR 3,125.
The Meeting also resolved to approve an additional remuneration to the directors of the Company (the "Directors") in the form of an aggregate consultancy budget of SEK 1M, to be allocated among the Directors for the provision of clearly identifiable consultancy services in accordance with the Nomination Committee's proposal. The consultancy budget shall be administered and overseen by the chairman of the Board of Directors and may be allocated to individual Board members in consideration of their individual contributions, scope of work, and time commitment in relation to Board duties during the term up to the Annual General Meeting to be held in 2027. Any remuneration paid under this consultancy budget will be paid in accordance with the Company's remuneration guidelines and reported in accordance with applicable disclosure and corporate governance requirements.
The Meeting further resolved that the auditor's fees shall be payable in accordance with the approved invoice.
Erik Flinck, Sean Hurley, and Martin Zetterlund were re-elected as members of the Board of Directors, and Seth Young was elected as a new member of the Board of Directors until the end of the next Annual General Meeting, in accordance with the Nomination Committee's proposal. Erik Flinck was also re-elected as Chairman of the Board of Directors until the end of the next Annual General Meeting, in accordance with the Nomination Committee's proposal.
KPMG Malta were re-elected as the Company's auditors, in accordance with the Nomination Committee's proposal.
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 2027.
The Meeting further resolved to adopt an incentive program in accordance with the Board of Directors' proposal (the "2026 Programme"). The 2026 Programme comprises two series. Series 1 comprises of share options and Series 2 comprises of warrants. Both the share options and the warrants have a vesting period of three (3) years after which the participant is entitled to exercise the share options and warrants to subscribe for shares in the Company during a period of six months. The 2026 Programme comprises up to 2,000,000 share options and warrants in aggregate, which entitle participants to the same number of new shares. The 2026 Programme implements a similar structure as the incentive programme which was approved at the Annual General Meeting held in May 2025.
The Meeting resolved to adopt the Board of Directors' proposal on remuneration guidelines for the executives and the Board of Directors.
The Meeting also resolved to approve the Remuneration Report for the financial year 2025 as prepared by the Board of Directors.
The Meeting further resolved to authorise the Board of Directors to issue shares in any class or grant options and/or warrants in relation to shares pursuant to articles 7.1 of the Company's articles of association for a period of 5 years from the date of the Meeting.
Given that the Board of Directors' proposal to authorise the Company to acquire its own shares (the "Share Buy Back Extraordinary Resolution") only obtained one of the two majorities required in terms of article 1.5 of the Articles, the said proposal was not adopted at the Meeting. The Board of Directors has, however, convened an Extraordinary General Meeting to be held on Tuesday 30 June 2026 to pass the Share Buy Back Extraordinary Resolution in terms of article 135 of the Companies Act (Cap. 386 of the laws of Malta) and article 1.5 of the Articles.
Further information about the Annual General Meeting's resolutions is available on the Company's website:
https://www.catenamedia.com/investors/corporate-governance/general-meetings/
Contact details for further information:
Erik Flinck, Chairman of the Board of Directors, Catena Media plc
Email: erik.flinck@catenamedia.com
Investor Relations
Email: ir@catenamedia.com
The information was submitted for publication, through the agency of the contact persons set out above, on 27 May 2026 at 09:30 CEST.
About Catena Media
Catena Media is a leader in generating high-value leads for operators of online casino and sports betting platforms. The group's large portfolio of brands guides users to customer websites and enriches the experience of players worldwide. Headquartered in Malta, the group employs over 150 people globally. The share (CTM) is listed on Nasdaq Stockholm Small Cap. For further information see catenamedia.com.
