remuneration
Board remuneration
The 2026 AGM adopted a proposal from the nomination committee to set remuneration for the board of directors totalling EUR 90,000 to the chairman and EUR 40,000 to each of the other directors.
The meeting also set remuneration for committee work as follows: audit committee chair EUR 12,500 and audit committee members EUR 6,250 each; remuneration committee chair EUR 6,250 and remuneration committee members EUR 3,125 each; investment committee chair EUR 6,250 and investment committee members EUR 3,125 each.
The meeting further approved additional remuneration to the directors in the form of an aggregate consultancy budget of SEK 1 million per financial year, to be allocated among the directors for the provision of clearly identifiable consultancy services. The consultancy budget is administered and overseen by the chairman of the board and reported in accordance with the company’s remuneration guidelines and applicable disclosure and corporate governance requirements.
Current guidelines for remuneration to senior management
The board of directors proposed, and the 2026 annual general meeting adopted, the following guidelines for compensation of senior executives, which includes the CEO and other members of senior management, and the directors of the board. These guidelines apply until the 2030 AGM unless new guidelines are approved in the interim by shareholders at a general meeting. They may continue to apply after 2030 if the shareholders do not approve new guidelines that are proposed by the board before or at the 2030 AGM.
These guidelines are forward-looking, that is, applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of these guidelines by the general meeting. They replace the remuneration guidelines that were approved at the 2022 AGM in their entirety. Please refer to the last section below for a description of the changes which these guidelines make to the 2022 guidelines.
Promotion of the company’s business strategy, long-term interests and sustainability
In short, the company’s business strategy is as follows. Catena Media aims to be the data- and technology-driven leader in online affiliate marketing for sports betting and casino gaming in the Americas and selected niche markets. Through our data-driven approach and deep technology focus, we aim to be the industry thought leader and deliver high-quality leads to our partners with exceptional service. We build our strategy on three foundational pillars: People, Product and Profit. These interconnected areas provide the framework for our ability to grow, adapt and succeed in our space. For more information regarding the company’s business strategy, please see www.catenamedia.com.
As an affiliate marketing company, we rely on our people and their talents to drive business success. A prerequisite for the successful implementation of the company’s business strategy and safeguarding of its long-term interests, including its sustainability, is that the company is able to recruit and retain qualified personnel. To this end, it is necessary that the company offers competitive remuneration. These guidelines enable the company to offer its directors and senior executives a competitive total remuneration.
Types of remuneration
Catena Media will offer compensation that is in line with market terms and based on factors such as the importance of the work duties and the executive’s competence, experience and performance. Compensation may consist of the following components: fixed base salary; short-term variable cash-based remuneration; share-based remuneration; pension benefits; and other benefits.
Fixed base salary
Fixed base salary constitutes compensation for a committed work contribution at a high professional level that ultimately aims to create added value for customers, shareholders and employees. Fixed base salary will be attractive in comparison to market rates and be based on the executive’s competence, experience and performance. Salaries are reviewed yearly. Senior executives do not receive remuneration for board assignments in the group’s subsidiaries and associated companies.
Variable cash-based remuneration
The satisfaction of criteria for awarding variable cash-based remuneration will be measured over a period of one year. Variable remuneration may amount to not more than 150 percent (for the CEO) and 50 percent (for other senior executives) of annual fixed base salary. Further variable remuneration may be awarded in extraordinary circumstances, provided that such arrangements are limited in time and only made on an individual basis, either for the purpose of recruiting or retaining executives or as remuneration for extraordinary performance beyond the individual’s ordinary tasks. Such remuneration may not exceed an amount corresponding to 200 percent of annual fixed base salary and may not be paid more than once each year per individual. Any resolution on such remuneration is to be made by the board of directors based on a proposal from the remuneration committee.
Criteria for awarding variable cash-based remuneration
Variable remuneration is linked to clearly defined, predetermined and measurable criteria which can be financial or non-financial, set ex-ante, and are to be determined by the remuneration committee from time to time. The remuneration committee will also determine whether such variable remuneration is subject to any deferral periods and whether the company has the right to reduce, withhold or reclaim any such remuneration. The criteria will be individualised and may have quantitative or qualitative objectives, and shall be designed so as to contribute to the company’s business strategy and long-term sustainable interests, including sustainability. Variable remuneration will be awarded only where the company’s overall financial performance and position justify such an award. If the company’s earnings before taxes are negative, no variable remuneration will be paid out.
The extent to which the criteria for awarding variable remuneration have been satisfied is to be evaluated and determined when the measurement period ends. The remuneration committee is responsible for this evaluation. For financial objectives, evaluations are to be based on the latest financial information made public by the company. In the event that any variable remuneration has been paid out on the basis of information which later proves to be manifestly misstated, the company shall be assured of the possibility to reclaim such remuneration, to the extent permitted by law and contractual arrangements.
Share-based remuneration
Senior executives may also be entitled to share-based remuneration in the form of long-term incentive programmes that may be established from time to time. The terms of these incentive programmes shall at least include: (a) clear, comprehensive and varied criteria for the award of share-based remuneration; (b) the financial and non-financial performance criteria for awarding share-based remuneration; (c) the methods to be applied to determine to which extent the performance criteria have been fulfilled; and (d) information on any deferral periods, share retention requirements (if any) and on the possibility for the company to reclaim any such remuneration. Although the terms of such incentive programmes may vary from one programme to another, (i) the vesting period for any share-related remuneration shall never be less than three years nor more than five years, and (ii) such share-based remuneration may not, at the time of initial allocation of such awards/rights, amount to more than 150 percent of the CEO’s fixed annual cash salary, with the value of any share-based remuneration to be calculated according to the Black & Scholes valuation model.
Senior executives may also be entitled to participate in other forms of share-based remuneration plans that the board may establish from time to time, including restricted share unit arrangements and/or employee share purchase plans. The relevant terms and conditions of such other share-based remuneration shall be determined by the board and/or the remuneration committee as appropriate, and their establishment shall not be deemed to be a material change to these guidelines. The purpose of share-based remuneration is to achieve an increased alignment between the interests of senior executives and the company’s shareholders, as well as to create conditions for retaining and recruiting competent personnel. For details of the company’s incentive programmes, please see https://www.catenamedia.com/investors/corporate-governance/general-meetings.
Pension benefits
For the CEO and other senior executives, pension benefits, as applicable, including health insurance, shall be premium-defined unless the individual concerned is subject to a defined benefit pension under mandatory collective agreement provisions. Variable remuneration will not qualify for pension benefits unless required by mandatory collective agreement provisions. The pension premiums for premium-defined pension will not amount to more than 25 percent of the annual fixed base salary.
Other benefits
Other benefits may include, for example, life insurance, medical insurance, housing allowance, school fees, travel cost compensation and company cars. Such benefits may amount to not more than 30 percent of the annual fixed base salary. Pension and other benefits may be duly adjusted for compliance with mandatory rules or established local practice depending on which law the employment is governed by, taking into account, to the extent possible, the overall purpose of this policy.
Duration and termination of employment, etc.
Senior management employment contracts are generally not limited in time. The notice period may not exceed six months if notice of termination of employment is made by the company. Upon termination by the company, and in addition to their fixed monthly salary during the notice period, senior executives, including the CEO, are entitled to a maximum of 12 months’ base salary as severance pay. If termination is made by a senior executive, the period of notice may not exceed six months and there is no right to severance pay.
Remuneration to the members of the board of directors
Remuneration for the board of directors is resolved upon by the general meeting. Directors are only entitled to a fixed base salary and may invoice their board remuneration through a company. Directors may also receive separate remuneration for board assignments in subsidiaries of the company.
To the extent that directors perform other services within their respective areas of expertise, remuneration will be on market terms and subject to a consultancy agreement where required. To this effect, the company has established a separate consultancy budget, with an aggregate cap of up to SEK 1 million per financial year, to be distributed among directors for the provision of clearly identifiable consultancy services to the benefit of the company and the group. Any services provided under this budget shall be remunerated on the basis of pre-agreed half-day or full-day rates, shall be documented and invoiced and shall be subject to arm’s length terms. The allocation and use of the consultancy budget shall be overseen exclusively by the chairman of the board, who shall report to the nomination committee on its utilisation and the nature of the services provided. Any payments made under this budget shall always be within the limit of the maximum aggregate approved by the shareholders.
All directors must retire from office at the end of each annual general meeting and be eligible for re-election. Directors may be removed, in accordance with and subject to the terms of the Companies Act (Chapter 386 of the laws of Malta), prior to the expiry of their term of office by ordinary resolution of the shareholders in general meeting. The directors are not entitled to any severance pay in the event of any such removal.
Salary and employment conditions for employees
In the preparation of the board of directors’ proposal for these remuneration guidelines, the board has taken into account salary and employment conditions for employees of the company, including information on the employees’ total income, the components of remuneration and increase and growth rate over time. Based on these considerations, the board is satisfied that these guidelines are fair and appropriate and that they adequately support the company’s long-term objectives. The development of the gap between the remuneration to senior executives and directors and remuneration to other employees will be disclosed in the remuneration report.
The decision-making process to determine, review and implementation of the guidelines
The board of directors has a remuneration committee whose tasks include preparing the board’s decision to propose guidelines for executive remuneration. The remuneration committee also monitors and evaluates programmes for variable remuneration of senior executives, the application of the guidelines and the company’s current remuneration structures and compensation levels. Remuneration committee members are non-executive directors independent of the company and its senior executives. The composition of the committee and its independence aims to avoid any potential conflicts of interest in determining senior management remuneration. The CEO and other senior executives do not participate in the board of directors’ processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.
Description of material changes to the guidelines and how the views of shareholders have been taken into consideration
The only material changes which these guidelines make to the 2022 guidelines concern: (1) updated information regarding the company’s goals and business strategy; (2) an increase in the variable cash-based remuneration that can be awarded to the CEO; (3) the possibility for senior executives to participate in share-based remuneration other than long-term incentive programmes; and (4) the establishment of a consultancy budget for the provision of clearly identifiable consultancy services by the board members.
Shareholders’ views and votes since the adoption of the 2022 guidelines were considered in the preparation of these changes.