FULLTEXT DEL 2 AV 3
Årsredovisning 2023
INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
CATENA MEDIA ANNUAL REPORT 2023 53
Impairment losses on goodwill are not reversed. Gains and losses
on the disposal of an entity include the carrying amount of goodwill
relating to the entity sold.
Goodwill is allocated to cash-generating units for the purpose of
impairment testing. The allocation is made to those cash-generating
units or groups of cash-generating units that are expected to benefit
from the business combination in which the goodwill arose identified
according to operating segment. The estimated useful lives are as
follows for other intangible assets:
• Domains and websites 8 years - indefinite
• Player databases 0.5 - 3 years
• Other intellectual property 1.5 - 5 years
Other intangible assets are derecognised on disposal or when no
future economic benefits are expected from their use or disposal.
Gains or losses arising from derecognition represent the difference
between the net disposal proceeds, if any , and the carrying amount,
and are included in profit or loss in the period of derecognition.
Subsequent expenditure is capitalised only when it increases the
future economic benefits embodied in the specific asset to which it
relates. All other expenditure is recognised in profit or loss as incurred.
Amortisation
Intangible assets with a finite useful life are amortised over their useful
life and reviewed for impairment whenever there is an indication that
the asset may be impaired. The amortisation period and the amorti-
sation method for an intangible asset are reviewed at least at each
year end.
Intangible assets with indefinite useful lives are not systematically
amortised and are tested for impairment annually or whenever there
is an indication that the intangible asset may be impaired. The useful
life of these assets is reviewed annually to determine whether their
indefinite life assessment continues to be supportable. If the events
and circumstances do not continue to support the assessment,
the change in the useful life assessment from indefinite to finite is
accounted for prospectively as a change in accounting estimate and
on that date the asset is tested for impairment.
Commencing from that date, the asset is amortised systematically
over its useful life. Goodwill however , is not amortised but assessed
for impairment on an annual basis.
PROPERTY , PLANT AND EQUIPMENT
Recognition and measurement
Items of property , plant and equipment are measured at cost less
accumulated depreciation and any accumulated impairment losses.
Cost includes expenditure that is directly attributable to the acquisi-
tion of the asset.
Gains or losses on disposal of an item of property , plant and
equipment are determined by comparing the proceeds from disposal
with the carrying amount of property , plant and equipment, and are
recognised in profit or loss.
Subsequent costs
The cost of replacing part of an item of property , plant and equipment
is recognised in the carrying amount of the item if it is probable that
the future economic benefits embodied within the part will flow to the
group and its cost can be measured reliably . The carrying amount of
the replaced part is derecognised. The costs of the day-to-day servic-
ing of property , plant and equipment are recognised in profit or loss
as incurred.
Depreciation
Depreciation is calculated over the depreciable amount, which is the
cost of an asset, or other amount substituted for cost, less its residual
value.
Depreciation is recognised in profit or loss on a straight-line basis
over the estimated useful lives of each part of an item of plant and
equipment, since this most closely reflects the expected pattern of
consumption of the future economic benefits embodied in the asset.
The estimated useful lives for the current and comparative periods are
as follows:
• Computer equipment 4 years
• Furniture and fixtures 10 years
• Property improvements 5 years
Depreciation methods, useful lives and residual values are reviewed
at the end of each financial year and adjusted if appropriate.
Impairment of non-financial assets
Non-financial assets with indefinite useful lives are reviewed at each
reporting date to determine whether there is any impairment. The
carrying amounts of the group’s non-financial assets with finite use-
ful lives, as well as those with indefinite useful lives, are reviewed for
impairment on an annual basis. The asset’s recoverable amount is
estimated annually for intangible assets with indefinite useful lives
and is also estimated for all non-financial assets if an indication of
impairment exists.
For impairment testing, assets are grouped into the smallest group
of assets which generates cash inflows from continuing use that
are largely independent of the cash inflows of other assets or cash-
generating units (CGUs).
The recoverable amount of an asset or CGU is the greater of its
value-in-use and its fair value, less costs to sell. Value-in-use is based
on the estimated future cash flows, discounted to their present value
using a pre-tax discount rate that reflects current market assessments
of the time value of money and the risks specific to the asset or CGU.
An impairment loss is recognised if the carrying amount of an asset
or its CGU exceeds its estimated recoverable amount. Impairment
losses are recognised in profit or loss.
An impairment loss is reversed only to the extent that the asset’s
carrying amount does not exceed the carrying amount that would
have been determined, net of depreciation or amortisation, if no
impairment loss had been recognised.
FINANCIAL ASSETS AND FINANCIAL LIABILITIES
Recognition, derecognition and offsetting
The group recognises a financial asset when it becomes a party to the
contractual provisions of the instrument.
The group derecognises a financial asset when the contractual
right to the cash flows from the asset expire, or it transfers the
rights to receive the contractual cash flows on the financial asset
in a transaction in which substantially all the risks and rewards of
ownership of the financial asset are transferred, or it neither transfers
nor retains substantially all the risks and rewards of ownership and
does not retain control over the transferred asset.
The group recognises a financial liability in its statement of financial
position when it becomes a party to the contractual provisions of the
instrument.
Debt securities issued by the company have been designated
by management as a financial liability at fair value through profit or
loss since this financial instrument contains an embedded derivative
that may significantly modify the resulting cash flows. The fair value
designation, once made, is irrevocable.
The group derecognises a financial liability when its contractual
obligations are discharged, cancelled or expire. If payments of the
amounts are expected within one year or less, they are classified as
current liabilities. If not, they are presented as non-current liabilities.
Financial assets and financial liabilities are offset and the net
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CATENA MEDIA ANNUAL REPORT 2023 54
amount presented in the statement of financial position when, and
only when, the group has a legal right to offset the amounts and
intends either to settle on a net basis or to realise the asset and settle
the liability simultaneously .
Classification of financial assets
The group's financial assets comprise trade and other receivables
and cash and cash equivalents.
The group classifies its financial assets at amortised cost only if
both of the following criteria are met:
• The asset is held within a business model whose objective is to
collect the contractual cash flows
• The contractual terms give rise to cash flows that are solely pay-
ments of principal and interest
Investments in debt instruments are classified at fair value through
other comprehensive income (FVOCI) only if the contractual cash
flows are solely principal and interest and the objective of the compa-
ny’s business model is achieved both by collecting contractual cash
flows and selling financial assets.
All financial assets not classified as measured at amortised cost or
FVOCI, as described above, are measured at fair value through profit
or loss (FVTPL). On initial recognition, the group may irrevocably
designate a financial asset that otherwise meets the requirements to
be measured at amortised cost or FVOCI to be measured at FVTPL if
doing so eliminates or significantly reduces an accounting mismatch
that would otherwise arise.
Business model assessment
The group makes an assessment of the objective of the business
model in which a financial asset is held at a portfolio level because this
best reflects the way the business is managed and information is pro-
vided to management. The information considered primarily includes
the stated policies and objectives for the portfolio and the operation
of those policies in practice. As set out in the directors' report, the
group’s principal activity is to attract consumers through online mar-
keting techniques, principally search engine optimisation (SEO) and
pay-per-click (PPC) and subsequently seek to channel these same
consumers to clients.
Assessment whether contractual cash flows are solely
payments of principal and interest
For the purposes of this assessment, "principal" is defined as the fair
value of the financial asset on initial recognition. "Interest" is defined
as consideration for the time value of money and for the credit risk
associated with the principal amount outstanding during a particular
period of time and for other basic lending risks and costs (for example,
liquidity risk and administrative costs) as well as a profit margin.
In assessing whether the contractual cash flows are solely
payments of principal and interest, the group considers the
contractual terms of the instrument. This includes assessing whether
the financial asset contains a contractual term that could change the
timing or amount of contractual cash flows such that it would not meet
this condition. In making this assessment, the group considers:
• contingent events that would change the amount or timing of
cash flows;
• terms that may adjust the contractual coupon rate, including
variable-rate features;
• prepayment and extension features; and
• terms that limit the group’s claim to cash flows from specified
assets (for example, non-recourse features).
Financial assets (other than debt instruments) at FVOCI comprise
equity securities that are not held for trading, and which the group has
irrevocably elected at initial recognition to recognise in this category .
These are strategic investments and the group considers this classifi-
cation to be more relevant.
INITIAL AND SUBSEQUENT MEASUREMENT OF FINANCIAL
ASSETS
Trade and other receivables
Trade and other receivables are recognised initially at fair value and
subsequently measured at amortised cost using the effective interest
method, less provision for impairment.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call
with financial institutions and cash held at financial intermediaries.
Impairment
The group recognises loss allowances for expected credit losses
(ECLs) on financial assets measured at amortised cost and debt
investments measured at FVTPL to which the group is exposed.
It measures loss allowances at an amount equal to lifetime ECLs,
except for the following, which are measured at 12-month ECLs:
• Debt securities that are determined to have low credit risk at the
reporting date; and
• Other debt securities and bank balances for which credit risk
(that is, the risk of default occurring over the expected life of the
financial instrument) has not increased significantly since initial
recognition.
When determining whether the credit risk of a financial asset has
increased significantly since initial recognition and when estimating
ECLs, the group considers reasonable and supportable informa-
tion that is relevant and available without undue cost or effort. This
includes both quantitative and qualitative information and analy-
sis, based on the group’s historical experience and informed credit
assessment, and including forward-looking information.
The group assumes that the credit risk on a financial asset has
increased significantly if it is more than 120 days past due, and it
considers a financial asset to be in default when:
• The borrower is unlikely to pay its credit obligations to the group
in full, without recourse by the group to actions such as realising
security (if any is held), or
• The financial asset is more than 180 days past due.
The group considers a debt security and bank balances to have low
credit risk when the credit risk rating is equivalent to the globally-un-
derstood definition of "investment grade". The group considers this to
be BBB- or higher , per Fitch.
Lifetime ECLs are the ECLs that result from all possible default
events over the expected life of a financial instrument. Twelve-month
ECLs are the portion of ECLs that result from default events that are
possible within the 12 months after the reporting date (or a shorter
period if the expected life of the instrument is less than 12 months).
The maximum period considered when estimating ECLs is the
maximum contractual period over which the group is exposed to
credit risk.
Measurement of ECL
ECLs are a probability-weighted estimate of credit losses.
Credit losses are measured as the present value of all cash
shortfalls (that is, the difference between the cash flows due to the
entity in accordance with the contract and the cash flows that the
group expects to receive).
ECLs are discounted at the effective interest rate of the financial
asset.
Credit-impaired financial assets
At each reporting date, the group assesses whether financial assets
carried at amortised cost are credit-impaired. A financial asset is cred-
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CATENA MEDIA ANNUAL REPORT 2023 55
it-impaired when one or more events that have a detrimental impact on
the estimated future cash flows of the financial asset have occurred.
Evidence that a financial asset is credit-impaired includes the
following observable data:
• Significant financial difficulty of the borrower or issuer;
• A breach of contract, such as a default or being more than 180
days past due;
• The restructuring of a loan or advance by the group on terms that
the group would not otherwise consider;
• The probability that the borrower will enter bankruptcy or other
financial reorganisation; or
• The disappearance of an active market for a security because of
financial difficulties
Presentation of allowance for ECLs in the statement of financial
position
Loss allowances for financial assets measured at amortised cost are
deducted from the gross carrying amount of the assets.
Write-off
The gross carrying amount of a financial asset is written off when
the group has no reasonable expectations of recovering a financial
asset in its entirety , or a portion thereof. For each financial asset
that exposes the group to credit risk, the group makes an individual
assessment with respect to the timing and amount of write-off based
on whether a reasonable expectation of recovery exists. The group
expects no significant recovery from the amount written off. However ,
financial assets that are written off may still be subject to enforcement
activities in compliance with the group’s procedures for recovery of
amounts due.
Trade and other receivables
Trade receivables are amounts due from customers for services per-
formed in the ordinary course of business. If collection is expected
within one year or less (or in the normal operating cycle of the busi-
ness if longer), they are classified as current assets. If not, they are
presented as non-current assets.
Impairment and risk exposure
When a receivable is uncollectable it is written off against the allow-
ance account for trade and other receivables. Subsequent recoveries
of amounts previously written off are credited against profit or loss.
Details about the group's impairment policies and the calculation of
the loss allowance, including the group’s exposure to credit risk and
foreign currency risk, are provided in Note 3.
CLASSIFICATION AND INITIAL AND SUBSEQUENT MEAS-
UREMENT OF FINANCIAL LIABILITIES
The group classifies its financial liabilities at FVTPL if the liability
includes embedded derivatives that are not closely related to the host
debt instrument. Other financial liabilities are measured using the
amortised cost model.
The group classifies its borrowings, comprising the company's
bond liability , as financial liabilities at FVTPL. These are initially
recognised at fair value and transaction costs are expensed in
the statement of comprehensive income. They are subsequently
measured at fair value in accordance with IFRS 9. Gains or losses on
financial liabilities designated at FVTPL are required to be split into
the amount of change in fair value attributable to changes in credit
risk of the liability , presented in other comprehensive income, and the
remaining amount presented in profit or loss.
Other financial liabilities are initially recognised at fair value less
any directly attributable transaction costs. After initial recognition,
these financial liabilities are measured at amortised cost using the
effective interest method.
Contingent considerations arising as a result of asset acquisitions,
included in amounts committed on acquisition, are also initially
recognised at fair value per the date of acquisition. The amounts
payable in the future are discounted to their present value on the
date of acquisition. The discount rate used is the entity’s incremental
borrowing rate, which is the rate at which similar borrowing could
be obtained from an independent lender under comparable terms
and conditions. Otherwise, subsequent changes in fair value of the
contingent consideration are reflected in the statement of financial
position by adjusting the intangible asset and the amount committed
upon acquisition to reflect the present value of cash flows expected to
become payable.
Other contractual arrangements that meet the definition of an
intangible asset in accordance with IAS 38 are measured using the
financial liability model. Under this model the intangible asset is
initially recognised at the fair value of the future contingent payments
at acquisition, and a financial liability is recognised at the same fair
value. Subsequently , the financial liability is measured at amortised
cost and its carrying amount is adjusted to reflect the actual and
updated estimated cash flows whenever the cash flows are revised.
The carrying amount of the liability is recalculated by computing
the present value of estimated future cash flows at the financial
instrument's original effective interest or , where applicable, the
revised effective interest rate.
Trade and other payables
Trade payables are obligations to pay for services that have been
acquired in the ordinary course of business from suppliers. Trade pay-
ables are classified as current liabilities if payment is due within one
year or less (or in the normal operating cycle of the business if longer).
If not, they are presented as non-current liabilities.
Trade and other payables are recognised initially at fair value and
subsequently measured at amortised cost using the effective interest
method.
LEASES
Under IFRS 16 a contract is, or contains, a lease if it conveys the right to
control the use of an identified asset for a period of time in exchange for
consideration. The group recognises a right-of-use asset and a lease lia-
bility on the lease commencement date. The right-of-use asset is initially
measured at cost, which comprises the initial amount of the lease liability ,
adjusted for any lease payments made on or before the commencement
date. The right-of-use asset is subsequently depreciated using the
straight-line method from the commencement date to the earlier of the
end of the useful life of the right-of-use asset or the end of the lease term.
The right-of-use asset is periodically adjusted for certain remeasurements
of the lease liability . The lease liability is initially measured at the present
value of the lease payments that are not paid on the commencement
date, discounted using the group's incremental borrowing rate. The lease
liability is measured at amortised cost using the effective interest method.
It is remeasured when there is a change in future lease payments arising
from a change in an index or rate, or if the group changes its assessment
of whether it will exercise a purchase, extension or termination option.
SHARE CAPITAL
Ordinary shares are classified as equity . Incremental costs directly
attributable to the issue of ordinary shares are recognised as a deduc-
tion from equity , net of any tax effects.
TREASURY RESERVE
Treasury reserve relates to shares bought back by the company . The
consideration paid, including any directly attributable incremental
costs, is deducted from equity attributable to the owners and allo-
cated to a treasury reserve until the shares are cancelled or reissued.
Where such ordinary shares are subsequently reissued, any consider-
ation received, net of any directly attributable incremental transaction
costs, is included in equity attributable to the owners of the company .
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DIVIDENDS DECLARED
Final dividends are recognised when approved by the company’s
shareholders and interim dividends are recognised when declared
by the directors. Provision is made for the amount of any dividend
declared, being appropriately authorised and no longer at the discre-
tion of the entity , at or before the end of the reporting period but not
distributed at the end of the reporting period.
NON-CURRENT ASSETS HELD FOR SALE AND DISCONTIN-
UED OPERATIONS
Non-current assets are classified as assets held-for-sale and carried
at the lower of carrying amount and fair value less costs to sell if their
carrying amount is recovered principally through a sale transaction
rather than through continuing use and the sale is considered highly
probable. The assets are not depreciated or amortised while they are
classified as held-for-sale. An impairment loss is recognised for any
initial or subsequent write down of the asset to fair value less cost to
sell. A gain is recognised for any subsequent increases in fair value
less costs to sell of an asset, but not in excess of any cumulative
impairment loss previously recognised. Assets held-for-sale are pre-
sented separately in the statement of financial position.
A discontinued operation is a component of an entity that either
has been disposed of or is classified as held for sale. It represents a
separate major line of business or a geographical area of operations
or a subsidiary incorporated with a view to resale. The sum of the
post-tax profit or loss of the discontinued operation is presented as a
single amount on the face of the statement of comprehensive income.
The net cash flows attributable to the operating, investing and
financing activities of a discontinued operation are separately
presented on the face of the cash flow statement. Detailed disclosure
can be referred to in Note 13.
EMPLOYEE BENEFITS
Termination benefits
Termination benefits are payable when an employee’s position is
terminated by Catena Media before the normal date of retirement, or
when an employee voluntarily accepts redundancy in exchange for
such benefits. The group recognises termination benefits when it is
demonstrably committed to either terminating the employment of
employees in accordance with a detailed formal plan without the pos-
sibility of withdrawal, or providing termination benefits as a result of an
offer made to encourage voluntary redundancy .
Bonus plans
The group recognises a liability and an expense for bonuses based
on various qualitative and quantitative measures. The group makes a
provision for earned bonuses if there is a legal obligation or an infor-
mal obligation owing to previous practice.
Post-employment benefits
The group has no obligations to employees after they have retired or
their employment with the company has been terminated.
Pension expenses and pension commitments
Group payments concerning defined contribution pension plans are
expensed during the period in which the employee renders the ser-
vices related to the contribution.
Incentive schemes
The group can offer employees the opportunity to participate in share-
based incentive schemes in the form of stock options. Share-based
incentive schemes are issued on market terms and are recognised
continuously over the term of the scheme. Further details are included
in the note below .
Share-based payments
The group operates a number of equity-settled, share-based compen-
sation plans under which the entity receives services from employees
as consideration for equity instruments of the company . Through
these equity-settled schemes, eligible employees are granted share
options and share warrants.
Equity-settled share-based payment transactions are measured
at the grant date fair value for employee services, which requires a
valuation of the options and warrants. Once the fair value has been
determined, the amount recognised as an expense is adjusted to
reflect the number of awards for which the related service and non-
market performance conditions are expected to be met, such that the
amount ultimately recognised is based on the number of awards that
meet the related service and non-market performance conditions on
the vesting date.
At the end of each reporting period, the group revises its estimates
of the number of options and warrants that are expected to vest,
based on the non-market vesting conditions and service conditions.
It recognises the impact of the revision to original estimates, if any ,
in the statement of comprehensive income, with a corresponding
adjustment to equity .
In addition, in some circumstances employees may provide
services in advance of the grant date and therefore the grant date fair
value is estimated for the purposes of recognising the expense during
the period between service commencement period and grant date.
When the options and warrants are exercised, the company issues
new shares. The proceeds received, net of any directly attributable
transaction costs, are credited to share capital (nominal value) and
share premium.
The grant of options, by the company , over its equity instruments
to the employees of group subsidiaries is treated as a capital
contribution. The fair value of employee services received, measured
at the grant date fair value, is recognised over the vesting period
as an increase in investment in subsidiary undertakings, with a
corresponding credit to equity in the parent entity accounts.
The social security contributions payable in connection with the
grant of the share options is considered an integral part of the grant
itself, and the charge will be treated as a cash-settled transaction.
EARNINGS PER SHARE
Basic earnings per share
Basic earnings per share are calculated by dividing profit attributa-
ble to equity holders of the parent company by the weighted average
number of ordinary shares in issue during the period.
Diluted earnings per share
Diluted earnings per share are calculated by adjusting the weighted
average number of ordinary shares outstanding to assume exercise
of all dilutive potential ordinary shares.
HYBRID CAPITAL SECURITIES
Hybrid capital securities comprise a fully guaranteed rights issue of
units that qualify for equity treatment according to IFRS and warrants
with preferential rights for the company’s existing shareholders. The
hybrid capital securities are perpetual and have no specified matu-
rity date, and are not redeemable at the holder's option at any time.
The subscription price for the rights issue was set at SEK 100.0 per
unit. Each unit consisted of one (1) hybrid capital security and six (6)
warrants.
On initial recognition, the notional amount is recognised in equity
net of issuance related costs. Accordingly , any interest payments
are recognised directly in equity at the time the payment obligation
arises. Consequently , interest payments do not have any effect on
profit or loss for the year . On redemption of the hybrid capital security ,
the payment will be recognised in equity , applying the same principles
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CATENA MEDIA ANNUAL REPORT 2023 57
used when the hybrid capital security was issued. This means that the
difference between the payment on redemption and the net proceeds
received on issue is recognised directly in equity . During a subscription
period, warrant holders are entitled to pay for the subscribed shares
by setting off all of the notional amount, including any deferred interest
due to the holder by the company under the hybrid capital securities
corresponding to the subscription price for the shares. In such cases
the set-off will be allocated against equity .
Note 3
Financial risk management
RISK MANAGEMENT FRAMEWORK
The board of directors has overall responsibility for the establishment
and oversight of the risk management framework of the group and the
company . The board, together with the management of the group and
the company , are responsible for developing and monitoring the risk
management policies of the group and the company .
The risk management policies are established to identify
and analyse the risks faced by the group and the company , to
set appropriate risk limits and controls, and to monitor risks and
adherence to limits. Risk management policies and systems are
reviewed regularly to reflect changes in market conditions and the
activities of the group and the company .
The group and the company , through their training and
management standards and procedures, aim to develop a disciplined
and constructive control environment in which all employees
understand their roles and obligations.
The board oversees how management monitors compliance
with the group's and the company’s risk management policies and
procedures, and reviews the adequacy of the risk management
framework in relation to the risks faced by the group and the company .
FINANCIAL RISK FACTORS
The group and the company have exposure to the following financial
risks:
• Credit risk
• Liquidity risk
• Market risk
This note presents information about the exposure of the group and
the company to each of the above risks, the objectives, policies and
processes of the group and the company for measuring and managing
risk, and the management of capital by the group and the company .
Credit risk
Credit risk is the risk of a financial loss to the group and the company
if a counterparty to a financial instrument fails to meet its contractual
obligations and arises principally from outstanding receivables due
from the customers of the group and the company and cash and cash
equivalents. The exposure of the group and the company to credit risk
at the end of the reporting period is analysed as follows:
Group Company
EUR '000
31 Dec
2023
31 Dec
2022
31 Dec
2023
31 Dec
2022
Financial assets measured
at amortised cost
Trade and other receivables
(Note 21) 45,675 21,633 16 11
Cash and cash equivalents
(Note 22) 38,510 24,550 6,026 2,282
84,185 46,183 6,042 2,293
Prepayments and other receiv -
ables not subject to risk (1,607) (1,695) (16) (11)
Net amounts exposed to
credit risk 82,578 44,488 6,026 2,282
The maximum exposure to credit risk at the end of the reporting period
in respect of the financial assets mentioned above is equivalent to the
assets' carrying amount, as disclosed in the notes to the financial
statements. The group and the company do not hold any collateral as
security in this respect.
The group usually extends 30-day credit to customers. The
group and the company regularly monitor the credit extended to their
customers and assess the credit quality of their customers, taking
into account financial position, past experience and other factors.
The group and company monitor the performance of these financial
assets on a regular basis to identify incurred collection losses that are
inherent in the receivables of the group and the company , taking into
account historical experience in collection of accounts receivable.
The group and the company manage credit limits and exposures
actively and in a practical manner , such that past due amounts
receivable from customers are within controlled parameters. The
group’s receivables, which are not impaired financial assets, are
principally related to transactions with customers who have no recent
history of default.
The group assesses the risk of default by using both available
quantitative factors and credit risk judgement based on experience.
By adopting the simplified approach in accordance with IFRS 9, the
group uses a lifetime expected loss allowance for trade receivables
and a provision rate is set based on historical data as adjusted for
qualitative factors. During 2023, the movement in the loss allowance
resulted in a positive impact of 0.2m. Management will continue to
monitor the adequacy of this loss allowance on an ongoing basis and
will continue to review the assessment of expected loss default rates
applied in the model as the judgement is highly subjective.
Receivables for which an impairment provision was recognised
are written off against the provision when there is no expectation of
recovering additional cash. Impairment losses are recognised in profit
or loss within other operating expenses. Subsequent recoveries of
amounts previously written off are credited against other operating
expenses. For further information refer to Note 21.
Cash and cash equivalents are held with a lead local financial
institution and other financial institutions based outside Malta.
Credit ratings per the international rating agency Fitch are as
follows:
CREDIT RATING Carrying am ounts
EUR '000
31 Dec
2023
31 Dec
2022
AAA - 6
AA- 3,749 1,757
A+ 29,723 20,523
A- 337 638
BBB- 1,295 712
35,104 23,636
Due to the nature of the group's operations, a number of receivable
balances from operators were settled in cryptocurrency . In view of this,
a policy was set in order to ascertain that the respective cash is held
with a reliable financial platform. The balance held in cryptocurrency
as at year end is minimal.
This spread reduces dependency on one financial institution as
well as simultaneously mitigating country risk. Credit risk from cash
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INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
CATENA MEDIA ANNUAL REPORT 2023 58
held with financial intermediaries is not considered to be significant.
The group measures credit risk and expected credit losses using
probability of default, exposure at default, and loss given default.
Management considers both historical analyses and forward-
looking information in determining any expected credit loss. As of
31 December 2023 and 31 December 2022, cash and short-term
deposits are held with several financial institutions with good credit
ratings, as set out in the above table. Management considers the
probability of default to be close to zero and as a result of this, no loss
has been recognised based on the 12-month expected credit losses,
as any such impairment would be wholly insignificant to the group.
Liquidity risk
Liquidity risk is the risk that the group and the company will be unable
to meet its financial obligations, comprising borrowings, lease liability ,
amounts committed on acquisitions and trade and other payables as
they fall due.
The approach to managing liquidity risk is to ensure, in so far as is
possible, that the group and the company will always have sufficient
liquidity to meet their liabilities when due, under both normal and
stressed conditions, without incurring unacceptable losses or risking
damage to the reputations of the group or the company . Management
also monitors rolling forecasts for the liquidity assets of the group
and the company , which consist of cash and cash equivalents, on the
basis of expected cash flows.
The table below analyses the group’s financial liabilities into
relevant maturity groupings based on the remaining term at the end
of the reporting period to the contractual maturity date. The amounts
disclosed in the table are the contractual undiscounted cash flows.
Balances due within 12 months equal their carrying balances.
GROUP
EUR '000
Less than
1 year
Between
1 and 2
years
Between
2 and 4
years Total
At 31 December 2023
Borrowings 28,875 33,230 - 62,105
Lease liability 566 - - 566
Trade and other payables 3,965 2,265 - 6,230
33,406 35,495 - 68,901
At 31 December 2022
Borrowings 13,846 72,088 - 85,934
Lease liability 172 84 - 256
Amounts committed on
acquisitions 4,671 - - 4,671
Trade and other payables 5,179 2,336 2,336 9,851
23,868 74,508 2,336 100,712
COMPANY
EUR '000
Less than
1 year
Between
1 and 2
years
Between
2 and 4
years Total
At 31 December 2023
Borrowings 49,421 22,426 - 71,847
Trade and other payables 4,091 - - 4,091
53,512 22,426 - 75,938
At 31 December 2022
Borrowings 4,448 85,661 - 90,109
Trade and other payables 3,879 - - 3,879
8,327 85,661 - 93,988
Market risk
Market risk is the risk that changes in market prices, such as interest
rates and foreign exchange rates, will affect the income of the group
and the company . The objective of market risk management is to
manage and control market risk exposures within acceptable param-
eters while optimising return.
Currency risk
The group operates internationally and is exposed to currency risk
on revenue, expenses, bank balances, borrowings and hybrid capital
securities that are denominated in a currency other than the entity’s
functional currency , primarily the Swedish krona (SEK),United States
Dollar (USD), British pound (GBP), Japanese yen (JPY), and Cana-
dian dollar (CAD).
Exposure to currency risk
Historically , currency risk and exposure to currency fluctuations have
not had a material impact on the group’s business, financial condition
or results of operations.
The currency of the main operating entity is EUR, a large part of
the group's revenue arises in USD. The UK operation's costs arise
in GBP, the Japanese operation's costs in JPY and the Canadian
entity's costs in CAD. As a result, this exposes the group to currency
fluctuations between EUR and GBP, USD, JPY and CAD.
If USD had depreciated/appreciated by 10 percent in relation to
EUR, with all other variables constant, profit for the year would have
been EUR 2.6m higher/lower .
Cash flow interest rate risk
Cash flow interest rate risk is the risk that the future cash flows of a
financial instrument will fluctuate because of changes in market inter-
est rates. The group’s exposure to cash flow interest rate risks arises
mainly from non-current borrowings at variable rates. The group’s
borrowings at variable rates were mainly denominated in EUR and
comprised debt securities issued during preceding financial years.
The group regularly monitors its cash flow interest rate risk and con-
siders it not to be significant in the context of the profits generated
from its ongoing operations.
The exposure of the group’s borrowings (nominal value) to interest
rate changes at the end of the reporting year was as follows:
Group Company
EUR '000
31 Dec
2023
31 Dec
2022
31 Dec
2023
31 Dec
2022
Variable rate borrowings
(Note 24) 52,700 65,000 42,700 55,000
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CATENA MEDIA ANNUAL REPORT 2023 59
Capital risk management
The group’s objectives when managing capital are to safeguard the
group’s ability to continue as a going concern while maximising the
return to shareholders by optimising the debt-to-equity ratio. Strat-
egies are expected to remain unchanged in the foreseeable future.
The board’s policy is to maintain a strong capital base so as to main-
tain investor , creditor and market confidence and to sustain future
development of the business. In order to maintain or adjust the cap-
ital structure, the group may adjust the amount of dividends paid to
shareholders, issue new shares or buy back existing shares.
The capital structures of the company and the group consist of
equity attributable to equity holders, comprising issued share capital,
other reserves and retained earnings. In addition during prior year ,
the company carried out a fully guaranteed rights issue of units
consisting of hybrid capital securities, accrediting equity treatment.
Further details are set out in Note 30. Capital risk is monitored on a
regular basis by reporting the net interest-bearing liabilities against
targets set by the board, prior periods and any covenants or other
requirements set by third parties.
Fair values estimation
The different levels of fair values of financial instruments have been
defined as follows:
• Quoted prices (unadjusted) in active markets for identical assets
or liabilities (level 1).
• Inputs other than quoted prices included within level 1 that are ob-
servable for the asset or liability , either directly (that is, as prices)
or indirectly (that is, derived from prices) (level 2).
• Inputs for the asset or liability that are not based on observable
market data (that is, unobservable inputs) (level 3).
Debt securities have been designated as a financial liability at fair
value through profit or loss. The bond’s fair value has been designated
as hierarchy level 3.
The fair value is determined on the date of purchase and
subsequently , at each reporting date, by calculating the expected cash
outflow on each purchase agreement. The expected cash flows are
discounted to present value by utilising the group's weighted average
borrowing rates. Expectations of cash outflows are made by the
directors for each asset acquisition on the basis of their knowledge of
the industry and how the economic environment is likely to impact it.
As of 31 December 2023 and 2022, the carrying amounts of
all other financial assets and liabilities reflected in the financial
statements are reasonable estimates of their fair value in view of
the nature of these instruments, or the relatively short period of
time between the origination of the instruments and their expected
realisation.
Note 4
Critical accounting estimates
and judgements
Estimates and judgements are continually evaluated and based on
historical experience and other factors, including expectations of
future events that are believed to be reasonable under the circum-
stances.
In the opinion of the directors, the accounting estimates and
judgements made in the course of preparing these financial
statements are not difficult, subjective or complex to a degree that
would warrant their disclosure as critical in terms of the requirements
of IAS 1, except for:
SHARE-BASED PAYMENTS
The group operates a number of equity-settled, share-based com-
pensation plans, under which the entity receives services from
employees as consideration for equity instruments of the company .
Through these equity-settled schemes, eligible employees are
granted share options and share warrants.
Due to the inherent uncertainty and judgement exercised in order
to establish a proper estimate of the number of options expected
to vest at the end of each reporting period, management considers
costs relating to share-based payments as a critical accounting
estimate. The number of options expected to vest at each year-end
is based on non-market and service-related vesting conditions which
differ from one options programme to another . Non-market conditions
include the achievement of performance-related targets at or above
certain percentage thresholds, such as, the group’s average annual
organic growth during a particular financial period. The group also
assessed the expected likelihood of forfeitures tied to the required
service conditions for the different programmes. This probability was
calculated separately and varied from one programme to the other .
IMPAIRMENT ASSESSMENT ON INTANGIBLE ASSETS
The group has two operating segments, resulting in two cash-gener-
ating units (CGUs) for the purpose of IAS 36. Management assesses
impairment risk by first considering performance at a segment level,
and by further evaluating individual assets’ value-in-use where signifi-
cant product deterioration in performance had occurred. Management
continually assesses the group’s strategy in light of the changing envi-
ronment. As a result, projected future earnings are regularly reviewed,
an exercise that may require further adjustment to the assets’ carry-
ing value or useful life. During the year ended 31 December 2023,
an impairment loss of EUR 34.0m was recognised in relation to the
group’s remaining European non-core assets and is classified with
continuing operations. An impairment loss of EUR 17 .9m relating to
the UK and Australian online sports betting brands and the Italian
online casino and sports betting brands is classified under discontin-
ued operations. During the comparative year , an impairment of EUR
9.9m relating to the Finance CGU was recognised in Q4 and is being
classified under discontinued operations. In addition an impairment
charge of EUR 7 .3m in connection to Right Casino's goodwill was
accounted for during Q4.
Management’s assessment of the recoverable amount of
intangible assets will be continuously reviewed for future impairment.
Further information on this critical accounting estimate can
be found in Note 16, including disclosure of sensitivity for the key
assumptions.
INCOME TAX AND TRANSFER PRICING
The current tax charge is calculated on the basis of the tax laws
enacted or substantively enacted at the end of the reporting period in
the countries where the company's subsidiaries operate and gener-
ate taxable income.
Management periodically performs a transfer pricing assessment
on the group’s subsidiaries to analyse whether the pricing is
consistent with arm’s length principles to support the position taken
in the individual entity’s tax returns. The applicable tax regulation is
subject to interpretation. The assessment establishes provisions
where appropriate on the basis of amounts expected to be paid to the
tax authorities.
Management will continue to review its position as the group's
cross-border activity continues to evolve.
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CATENA MEDIA ANNUAL REPORT 2023 60
Jan–Dec 2023 Jan–Dec 2022
AMOUNTS IN EUR '000 Casino Sports
Financial
Trading
Unallo-
cated Total Casino Sports
Financial
Trading
Unallo-
cated Total
Revenue 41,234 35,514 - - 76,748 51,222 47, 3 8 8 - - 98,610
Total revenue 41,234 35,514 - - 76,748 51,222 47, 3 8 8 - - 98,610
Direct costs (4,270) (9,164) - - (13,434) (5,680) (5,371) - - (11,051)
Personnel expenses (10,306) (13,160) - (1,301) (24,767) (11,460) (11,237) - (850) (23,547)
Depreciation and amortisation (6,426) (4,793) - - (11,219) (5,632) (5,210) - - (10,842)
Impairment on intangible assets (21,045) (13,004) - - (34,049) (147) (164) - - (311)
Other operating expenses (6,144) (8,257) - (556) (14,957) (7 ,556) (8,924) - (770) (17,250)
Total operating expenses (48,191) (48,378) - (1,857) (98,426) (30,475) (30,906) - (1,620) (63,001)
Operating (loss)/profit (6,957) (12,864) - (1,857) (21,678) 20,747 16,482 - (1,620) 35,609
Interest payable on borrowings - - - (5,566) (5,566) - - - (4,757) (4,757)
Other (losses)/gains on financial liabil -
ity at fair value through profit or loss - - - (1,498) (1,498) - - - 1,375 1,375
Other gains on financial liability at
amortised cost - - - - - - - - 2,943 2,943
Other finance costs - - - 746 746 - - - (1,722) (1,722)
(Loss)/profit before tax (6,957) (12,864) - (8,175) (27,996) 20,747 16,482 - (3,781) 33,448
Tax expense - - - (186) (186) - - - 142 142
(Loss)/profit for the year attributable
to the equity holders of the parent
company (6,957) (12,864) - (8,361) (28,182) 20,747 16,482 - (3,639) 33,590
Profit/(loss) for the year from discontin -
ued operations 9,934 (19,805) (183) - (10,054) (12,055) (11,880) (946) (1,181) (26,062)
Profit/(loss) for the year 2,977 (32,669) (183) (8,361) (38,236) 8,692 4,602 (946) (4,820) 7, 5 2 8
Other comprehensive loss
Items that may be reclassified to profit
for the year
Currency translation differences - - - (667) (667) - - - (867) (867)
Items that will not be reclassified
to profit for the year
Interest payable on hybrid capital secu -
rities - - - (4,597) (4,597) - - - (4,328) (4,328)
Total other comprehensive loss for
the year - - - (5,264) (5,264) - - - (5,195) (5,195)
Total comprehensive income/(loss)
for the year attributable to equity
holders of the parent company 2,977 (32,669) (183) (13,625) (43,500) 8,692 4,602 (946) (10,015) 2,333
Note 5
Revenue
The group attracts end users and generates revenue by using two pri-
mary online marketing methodologies:
• Generating organic traffic by search engine optimisation (SEO),
including acquisitions.
• Paid media by using pay-per-click (PPC) media channels.
The revenue of the company in both the current and comparative
years consists of dividend earned from its subsidiary Catena Oper-
ations Limited.
Note 6
Direct costs
Direct costs include costs related to paid revenue, influencer partner-
ships in North America and direct advertising in worldwide markets.
Note 7
Segment reporting
The group’s operations are reported on the basis of the two operat-
ing segments: Casino and Sports. The Financial Trading segment
was divested in Q1 2023. The segments were identified in accord-
ance with the definition of an operating segment in IFRS 8, Operating
Segments. There were no inter-segmental revenues during the year .
Further , total assets and liabilities for each reportable segment are not
presented, since they are not referred to for monitoring purposes. The
following tables show figures for each year presented in this report.
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CATENA MEDIA ANNUAL REPORT 2023 61
Note 8
Personnel expenses
Personnel expenses incurred during the year and the preceding year
are analysed as follows:
Group Company
EUR '000
31 Dec
2023
31 Dec
2022
31 Dec
2023
31 Dec
2022
Directors’ remuneration 375 375 375 375
Salaries and wages 21,877 20,599 - -
Social security contribu -
tion 1,214 1,723 - -
Share-based payments (93) 307 (93) 307
Reorganisation costs 1,394 543 - -
24,767 23,547 282 682
Average number of employees in the group during the current finan-
cial year was 284 (279) while the company had no employees (nil).
CEO and other members of executive management
The other members of executive management during the current
financial year were as follows:
Peter Messner (Group Chief Financial Officer) until 21 May 2023,
Erik Edeen (Interim Chief Financial Officer) from 22 May 2023 Fiona
Ewins-Brown (Chief Human Resources Officer) and Jan Tjernell
(General Counsel).
During the prior financial year the members of executive
management were as follows:
Peter Messner (Group Chief Financial Officer), Fiona Ewins-
Brown (Chief Human Resources Officer), Jan Tjernell (General
Counsel), John Helstrip (Chief Technology Officer) until 30 August
2022.
The group's CEO during both the current and comparative years
was Michael Daly . Remuneration of the CEO comprises a fixed salary ,
Results from continuing operations are further analysed as follows:
Continuing operations
North America Rest of world Shared central operations Total
AMOUNTS IN EUR ’000 Jan - Dec
2023
Jan - Dec
2022
Jan - Dec
2023
Jan - Dec
2022
Jan - Dec
2023
Jan - Dec
2022
Jan - Dec
2023
Jan - Dec
2022
Total revenue 67,0 6 3 84,477 9,685 14,133 - - 76,748 98,610
Change -21% - -31% - - - -22% -
of which: Casino 34,927 39,981 6,307 11,241 - - 41,234 51,222
of which: Sports 32,136 44,496 3,378 2,892 - - 35,514 47, 3 8 8
Direct costs (13,163) (10,712) (271) (339) - - (13,434) (11,051)
Adjusted personnel expenses (13,392) (12,190) (4,390) (5,321) (5,684) (5,186) (23,466) (22,697)
Adjusted other operating
expenses
(5,666) (7,76 8) (2,645) (3,815) (6,090) (4,897) (14,401) (16,480)
Adjusted EBITDA 34,842 53,807 2,379 4,658 (11,774) (10,083) 25,447 48,382
Change -35% - -49% - - - -47% -
Adjusted EBITDA margin (%) 52 64 25 33 - - 33 49
NDCs 167, 8 8 6 206,906 16,371 21,695 - - 184,257 228,601
Change -19% - -25% - - - -19% -
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CATENA MEDIA ANNUAL REPORT 2023 62
participation in the share option programme and other benefits.
EUR '000
Fixed
salary
Other
benefits
Total remunera-
tion and other
benefits
2023
Michael Daly 726 180 906
Other members of
executive manage ment 729 111 840
2022
Michael Daly 718 342 1,060
Other members of
executive manage ment 930 335 1,265
Note 9
Items affecting comparability
Items affecting comparability (IACs) relate to significant items that
affect EBITDA when comparing to previous periods and comprise
costs included in “personnel expenses” and in “other operating
expenses”. One of the group’s key alternative performance meas-
ures, adjusted EBITDA, is EBITDA excluding IACs. During Q1 2022,
management assessed the reliability and relevance of this measure
relative to the financial performance of its operations. As of Q1 2022,
the group amended the calculation of adjusted EBITDA and treated
expenses, and reversals of such expenses, in relation to share-based
incentive schemes included in “personnel expenses” as IACs. This
approach was adopted as a result of the experienced and expected
fluctuations in these expenses, due to quarterly revision of estimates
of the number of share options and share warrants that are expected
to vest for different option programmes, based on non-market vesting
and service conditions.
During the year ended 31 December 2023, IACs from continuing
operations in personnel expenses comprised a net reversal of costs
associated to share-based payments of EUR 0.1m, reorganisation
costs of EUR 0.6m (0.5) and one-time retention incentives of EUR
0.8m. Costs associated with share-based payment programmes
from continued operations for the 12 months ended 31 December
2022 resulted in a net cost of EUR 0.3m following the company’s
announcement that it was expanding the strategic review to its Euro-
pean online sports betting and casino affiliation business in Q3 2022.
During the year ended 31 December 2023, restructuring costs were
EUR 0.3m (0.5) whilst EUR 0.3m related to professional fees on
exploratory discussions in line with the group’s strategic direction.
During the year ended 31 December 2022, IACs in other operating
expenses from continuing operations comprised also a net loss from
the phishing attack including associated legal fees of EUR 0.2m and
minor costs in relation to the acquisition of Lineups.com.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
MEASURES*
31 Dec
2023
31 Dec
2022
Operating (loss)/profit 35,609
Depreciation and amortisation 11,219 10,842
Impairment on intangible assets 13,16 34,049 311
EBITDA 23,590 46,762
Items affecting comparability in personnel
expenses 8 1,301 850
Items affecting comparability in other
operating expenses 10 556 770
Adjusted EBITDA 25,447 48,382
Adjusted EBITDA margin (%) 33 49
* Measures presented above are not defined by IFRS but are deemed to provide val-
uable information on the group's financial performance.
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CATENA MEDIA ANNUAL REPORT 2023 63
Note 10
Other operating expenses
The group's and the company’s other operating expenses consist of
the following:
Group Company
EUR '000
31 Dec
2023
31 Dec
2022
31 Dec
2023
31 Dec
2022
SEO support costs 4,850 5,845 - -
*Professional fees 2,036 2,398 21 37
HR and recruitment costs 480 577 - -
Corporate and investor
relations costs 612 732 139 238
Loss allowance on trade
receivables and bad
debts (136) (526) - -
General office and admin -
istration costs 560 573 - -
Marketing costs 387 563 - -
Travel and entertainment 889 629 - -
IT related costs 4,665 5,522 - -
Restructuring costs 251 549 - -
Other expenses 363 388 - 2
14,957 17, 2 5 0 160 277
* Professional fees of EUR 0.3m related to exploratory discussions in line with the
group's strategic direction were included in items affecting comparability .
Fees charged by the auditors and its connected undertakings for ser-
vices rendered during the financial year ended 31 December 2023
and the preceding year are shown in the table below:
Group Company
EUR '000
31 Dec
2023
31 Dec
2022
31 Dec
2023
31 Dec
2022
Annual statutory audit* 217 216 - -
Tax advisory and
compliance services 6 12 2 2
Other assurance services 10 10 - -
Other non-audit services 21 35 1 11
254 273 3 13
The audit fee of the parent company is included in the group audit fee disclosed
above. The amount of audit fees disclosed above for the year ended 31 December
2023 includes EUR 0.04m (0.07), which is charged by other PwC offices and not the
PwC office auditing the parent company . Other non-audit services include permissible
services.
Note 11
Other finance costs
Other finance costs comprise the notional interest on deferred con-
siderations, the notional interest on future lease payments as well as
foreign currency exchange losses, netted off against any resulting
gains during the year .
Note 12
Tax expense
The tax charge for the year comprises the following:
Group Company
EUR '000
31 Dec
2023
31 Dec
2022
31 Dec
2023
31 Dec
2022
Current tax expense 2,219 1,181 99 -
Deferred tax credit (2,033) (1,323) - -
186 (142) 99 -
The tax on the group’s and company’s profit before tax differs from
the theoretical tax expense that would arise using the applicable tax
rates as shown in the following table. The tax expense for the year
and the result of the accounting profit, multiplied by the effective tax
rate applicable in Malta and other countries, are reconciled as follows:
Group Company
31 Dec
2023
31 Dec
2022
31 Dec
2023
31 Dec
2022
(Loss)/profit before tax (27,996) 33,448 12,439 5,076
Tax calculated at domestic
rates applicable to profits
in respective countries (394) 986 4,354 1,777
Tax effect of:
- Expenses not deductible
for tax purposes 196 835 1,144 799
- Income not subject to tax (199) (147) (5,373) (2,576)
- other foreign taxes 982 420 - -
- elimination of permanent
differences (608) (2,236) - -
- Other 209 - (26) -
186 (142) 99 -
The elimination of permanent differences resulted from the divest-
ment of intangible assets on which a deferred tax liability has been
previously recognised. Following the divestment, these were consid-
ered permanent differences and were reversed.
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CATENA MEDIA ANNUAL REPORT 2023 64
Financial performance and cash flow information
AMOUNTS IN EUR ’000 Jan-Dec 2023 Jan-Dec 2022
Revenue 11,492 39,317
Direct costs (172) (6,143)
Personnel expenses (6,791) (13,043)
Depreciation and amortisation (1,804) (3,955)
Impairment on intangible assets (17, 8 8 9) (17, 214)
Gain/(loss) on disposal of intangible asset 11,563 (12,761)
Other operating expenses (5,808) (10,007)
Total operating expenses (20,901) (63,123)
Operating loss (9,409) (23,806)
Other finance income/(costs) 35 (126)
Loss before income tax (9,374) (23,932)
Income tax expense (680) (2,130)
Loss after income tax of discontinued operations (10,054) (26,062)
Net cash generated from operating activities 380 10,359
Net cash used in investing activities (274) (1,851)
Net cash used in financing activities (20) (221)
Net increase in cash generated by divested assets 86 8,287
Note 13
Discontinued operations
On 21 November , the group announced agreements to sell its Ita-
ly-facing online sports betting and casino assets.
Prior periods' divestments comprise grey-market performance
marketing assets in Q3 2022, and two wholly owned subsidiaries
in Malta and Serbia that operated the AskGamblers brand and two
online casino brands, JohnSlots and NewCasinos, in Q4 2022. The
latter was completed on 31 January 2023 together with the divest-
ment of the Financial Trading Segment. On 3 August, the company
announced it had entered into an agreement for the sale of all assets
in Catena Media UK's business, including sports betting brands
Squawka and GG.co.uk, and all shares in the group's wholly owned
Australian subsidiary .
The financial information is presented in accordance with IFRS 5,
Non-Current Assets Held For Sale and Discontinued Operations.
Assets and liabilities of disposal group classified as held for sale
AMOUNTS IN ’000 (EUR) 2023 2022
Assets classified as held for sale
Intangible assets - 2 7,42 2
Trade receivables - 2,530
Total assets classified as held for sale - 29,952
Liabilities directly associated with
assets classified as held for sale
Trade payables - 300
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CATENA MEDIA ANNUAL REPORT 2023 65
Note 14
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing profit/(loss) attribut-
able to equity holders of the parent company by the weighted average
number of ordinary shares in issue during the period.
Group
31 Dec 2023 31 Dec 2022
From (loss)/profit for the year (EUR) (0.37) 0.46
Weighted average number of ordinary
shares in issue 75,682,270 72,435,098
Diluted earnings per share
Diluted earnings per share is calculated by adjusting the weighted
average number of ordinary shares outstanding to assume exercise
of all dilutive potential ordinary shares. The group’s potential dilu-
tive ordinary shares for both the years ended 31 December 2023
and 31 December 2022 comprise share options, share warrants and
warrants issued as part of the rights issue. A calculation is done to
determine the number of shares that could have been acquired at fair
value (determined as the average annual market share price of the
company’s shares) based on the monetary value of the subscription
rights attached to outstanding shares. The number of shares calcu-
lated above is compared with the number of shares that would have
been issued, assuming the exercise of the share options or the issue
of shares.
Group
31 Dec 2023 31 Dec 2022
From (loss)/profit for the year (EUR) (0.27) 0.31
Weighted average number of ordinary
shares in issue 75,682,270 72,435,098
Adjustments for share options, warrants
and warrants issued as part of the rights
issue 27 ,022,988 34,907,194
Weighted average number of ordinary
shares for diluted earnings per share 102,705,258 1 07, 3 4 2 , 2 9 2
Note 15
Share-based payments
Share options and warrants are granted to selected employees. The
2022 incentive programme was launched in January 2023. During
2023, the group granted share warrants to 3 employees to purchase
a total of 160,000 warrants (nil). The group also entered into 69 share
option agreements with 50 of its employees and committed a total of
2,805,000 shares (nil).
The weighted average exercise price of the options granted
during the current financial year equalled EUR 2.11 for 69 option
agreements. The weighted average exercise price of all outstanding
options is equal to EUR 3.76 (5.18).
Options are conditional on the employee completing 36 months of
service (the vesting period). Share warrants and options agreements
can be exercised 36 months after the date they were granted and
have a contractual term of 42 months. The group has no legal or
constructive obligation to repurchase or settle the options in cash.
Movements in the number of share warrants outstanding and their
related weighted average exercise prices are as follows:
Average exercise price
in EUR per warrant
Number of
Warrants
Opening balance 2022 5.50 400,000
Granted - -
Expired - -
Cancelled - -
At 31 December 2022 5.50 400,000
Opening balance 2023 5.50 400,000
Granted 2.07 160,000
Expired 2.76 (140,000)
Cancelled - -
At 31 December 2023 5.11 420,000
Out of the 420,000 (400,000) outstanding warrants, none were exer-
cisable as at 31 December 2023 (nil).
The following tables show outstanding share warrants at the end of
the current and preceding year with their respective expiry dates and
exercise prices:
Expiry date
Exercise price in
EUR per warrant
Number of share
warrants
Grant date
Jun 2021 Dec 2024 6.98 260,000
Jan 2023 Jul 2026 2.06 140,000
Jun 2023 Dec 2026 2.15 20,000
420,000
Expiry date
Exercise price in
EUR per warrant
Number of share
warrants
Grant date
Jun 2020 Dec 2023 2.76 140,000
Jun 2021 Dec 2024 6.98 260,000
400,000
Movements in the number of outstanding share options and their
related weighted average exercise prices are as follows:
Average exercise price
in EUR per option
Number of
Options
At 1 January 2022 5.80 4, 257,9 3 6
Granted - -
Expired 6.76 (1,155,993)
Cancelled 6.43 (136,476)
Forfeited 5.73 (295,000)
At 31 December 2022 5.18 2,670,467
Granted 2.11 2,805,000
Expired 2.98 (1,013,614)
Cancelled 2.06 (528,481)
Forfeited 3.57 (255,000)
At 31 December 2023 3.76 3,678,372
Out of the 3,678,372 (2,670,467) outstanding options, 2,805,000 (nil)
optons were granted during the year (nil). 255,000 (295,000) share
options were forfeited upon termination of employment, 1,013,614
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(1,155,993) share options expired and 528,481 (136,476) were can-
celled. No share options were exercised during both the current and
prior financial years. The weighted average remaining contractual
life of outstanding options at the end of the reporting period was 37
months (30).
VALUATION OF SHARE OPTIONS FOR THE YEAR ENDED 31
DECEMBER 2023
The weighted average exercise price of options granted during the
period, determined using the Black-Scholes valuation model, was
EUR 2.11 per share under option. The significant inputs into the model
for the first programme issued during the year comprised the share
price of EUR 2.26 on the grant date, exercise price of EUR 2.06, vol-
atility of 76 percent, an expected option life of 3 years and an annual
risk-free interest rate of 3.17 percent. The volatility assumption and
the dividend yield assumption were based on the variables observed
for listed companies in similar industries. The values of the second
programme comprised the share price of EUR 1.75 on the grant date,
exercise price of EUR 2.15, volatility of 59 percent, an expected option
life of three years and an annual risk-free interest rate of 3.42 percent.
VALUATION OF SHARE OPTIONS FOR THE YEAR ENDED 31
DECEMBER 2022
No share options were granted during the year . The incentive pro-
gramme in relation to the financial year 2022 was launched in January
2023.
The following tables show outstanding share options at the end of
the current and preceding year with their respective expiry dates and
exercise prices:
Expiry date
Exercise price in
EUR per option
Share
options
Grant date
Jun 2021 Dec 2024 6.98 1,241,987
Oct 2021 April 2025 2.06 74,430
Jan 2023 Jul 2026 2.06 1,052,937
Jun 2023 Dec 2026 2.15 1,189,018
Dec 2023 Jun 2027 2.25 120,000
3,678,372
Expiry date
Exercise price in
EUR per option
Share
options
Grant date
Dec 2019 Jun 2023 4.87 110,000
Mar 2020 Sep 2023 2.89 55,555
Jun 2020 Dec 2023 2.76 903,762
Dec 2020 Jun 2024 3.25 10,000
Jun 2021 Dec 2024 6.98 1,491,150
Oct 2021 Apr 2025 6.98 100,000
2,670,467
From the 3,678,372 (2,670,457) shares outstanding at the end of the
year , the group estimates that 1,182,801 (1,182,750) share options are
expected to vest. As at year end, 435,263 share options are expected
to vest under the 2021 program; 244,960 and 505,626 share options
are expected to vest under the 2022 and 2023 programs respectively .
During the current year , 2,805,000 (nil) share options and 160,000
(nil) warrants were granted. Additionally , a significant amount of
options expired and a number of options were cancelled during the
current year . As a result, the number of options expected to vest
remained consistent with prior year when a reassessment of the
targets under the 2020 and 2021 programs were reassessed. On
the other hand, the group’s expected forfeiture rates, which reflect
updated information on the group’s historical turnover rates increased
to a weighted average rate of 35% as the group’s estimates at year-
end. The effect of such revisions in estimates are recognised in the
Group’s statement of comprehensive income within “Personnel
expenses” and accumulated in the share-based payments reserve
within equity .
Note 16
Goodwill and other intangible assets
GOODWILL
EUR '000 Group
Year ended 31 December 2022
Balance at 1 January 2022 7 ,333
Impairment (7 ,333)
Balance at 31 December 2022 -
Following the conclusion of the strategic review that was carried on
specific parts of the business, an impairment charge of EUR 7 .3m in
connection to Rightcasino's goodwill was accounted for during Q4
2022.
The group’s acquisitions primarily comprise domains and websites,
player databases and, in certain instances, other components of
intellectual property . The consideration paid for player databases is
determined by reference to the historical average revenue per active
player for the portfolio of acquired players over the expected player
life. In instances where other components of intellectual property
are identified, the allocation of the consideration was based on an
estimate of the replacement value of the asset. The residual value
is allocated to domains and websites. As the group can continually
renew a domain name, and does not see an end to its usefulness, it
was concluded that most websites and domains have an indefinite
useful life. In cases where management concludes that certain web-
sites and domains are not expected to produce economic benefits
over an indefinite period, the expected life is changed to finite and is
accounted for prospectively .
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CATENA MEDIA ANNUAL REPORT 2023 67
OTHER INTANGIBLE ASSETS
EUR '000
Domains
and web-
sites
Player
data-
bases
Other
intellec-
tual prop-
erty Total
Cost
At 1 January 2022 368,249 15,458 3 7,6 5 7 421,364
Additions 1,675 - 4,750 6,425
Disposal (18,023) (2,391) - (20,414)
Assets classified
as held for sale (25,773) (2,035) (5,912) (33,720)
Balance at
31 December 2022 326,128 11,032 36,495 373,655
Additions - - 1,603 1,603
Disposal (85,981) (4,359) (5,677) (96,017)
Sale of Catena Publishing
Limited - - (856) (856)
Balance at
31 December 2023 240,147 6,673 31,565 278,385
Accumulated amortisation
and impairment losses
At 1 January 2022 (78,163) (15,457) (21,293) (114,913)
Amortisation charge (5,438) (1) (7,0 42) (12,481)
Amortisation charge
released upon disposal - 2,391 - 2,391
Amortisation of assets
classified as held for sale - 2,035 4,263 6,298
Impairment (9,379) - (813) (10,192)
Balance at
31 December 2022 (92,980) (11,032) (24,885) (128,897)
Amortisation charge (7, 2 01) - (4,787) (11,988)
Amortisation charge
released upon disposal 59,441 4,359 6,120 69,920
Impairment charge
for the year (51,835) - (103) (51,938)
Balance at
31 December 2023 (92,575) (6,673) (23,655) (122,903)
Carrying amounts
At 31 December 2022 233,148 - 11,610 244,758
At 31 December 2023 147 ,572 - 7,91 0 155,482
Additions of EUR 1.7m in the prior year relate to minor North Amer-
ican assets acquired during Q1 2022. During the current year , asset
disposals of EUR 26.5m net of amortisation and impairment, relate to
the agreement to sell UK and Australian online sports betting brands
for EUR 6.0m and the divestment of Italian sports and casino assets
for EUR 19.8m. For the year ended 31 December 2022, asset dis-
posals of EUR 18.0m net of amortisation relate to the divestment of
grey-market performance marketing assets. Following the announce-
ment on 15 December 2022, the group entered into an agreement
to sell its AskGamblers business and associated global brands for
EUR 45.0m. The deal was completed on 31 January 2023. Also on
the same day the group divested all the Financial Trading assets via
a management buyout. As a result of this, intangible assets of EUR
27 .4m, net of amortisation, were classified as held for sale in 2022.
AMORTISATION AND IMPAIRMENT
The group has two operating segments: Casino and Sport, resulting
in two cash-generating units (CGUs) for the purpose of IAS 36. Man-
agement assesses impairment risk by first considering performance
at a segment level, and by further evaluating individual assets’ value-
in-use where significant product deterioration in performance had
occurred. Management continually assesses the group’s strategy in
light of the changing environment. During the year ended 31 Decem-
ber 2023, an impairment charge of EUR 51.9m was recognised, of
which EUR 15.2m relate to the divested UK and Australian online
sports betting brands, EUR 2.7m relate to the divested Italian online
casino and sports betting brands and EUR 34.0m relate to the group's
remaining European non-core assets.
Management performed an extensive impairment assessment
during Q3 2022 in which the recoverable amount of the CGUs was
assessed, based on value-in-use calculations. The assessment was
performed in the context of the ongoing strategic review that was
being carried out. Following the conclusion of the strategic review
during Q4 2022, and the divestment of all the Financial Trading
related assets, an impairment charge of EUR 9.9m was recognised
and was classified under discontinued operations. In addition, an
impairment charge of EUR 7 .3m in connection to Right Casino's
goodwill was accounted for . Following this, management concluded
that the recoverable amount of each of the Sports and Casino CGUs
exceeded the carrying amount.
Management’s impairment assessment for the Sports CGU for
2023 is dependent on growth assumptions mainly in North America,
taking into account the new states which are envisaged to regularise
online betting in the coming months/years and is also considering the
renewed focus on some of the company's existing non-US portfolios
which are deemend to generate organic growth. These assumptions
underlie the sensitivity around the impairment headroom for the
Sports CGU.
SENSITIVITY ANAL YSIS
In determining the significant assumptions underlying the above pro-
jections, management applied judgements in assessing experience
for each segment, and expectations for market and portfolio perfor-
mance, taking into consideration the different risk factors for each
CGU.
The group’s conclusion is that the recoverable amount of both
the Casino CGU and the Sports CGU is well in excess of the carrying
amount, and thus a sensitivity analysis in this regard is not disclosed.
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CATENA MEDIA ANNUAL REPORT 2023 68
Note 17
Property , plant and equipment
GROUP
EUR '000
Computer
equip-
ment
Furniture
and fix-
tures
Property
improve-
ments Total
Cost
At January 2022 1,697 2,054 2,366 6,117
Additions 351 60 48 459
Disposals (93) (419) (52) (564)
Balance at
31 December 2022 1,955 1,695 2,362 6,012
Additions 181 - - 181
Disposal (1,029) (489) (50) (1,568)
Balance at
31 December 2023 1,107 1,206 2,312 4,625
Accumulated deprecia -
tion and impairment
losses
At 1 January 2022 (1,215) (1,032) (1,928) (4,175)
Depreciation (244) (193) (366) (803)
Disposal 88 306 55 449
Balance at
31 December 2022 (1,371) (919) (2,239) (4,529)
Depreciation (211) (121) (84) (416)
Disposal 891 268 30 1,189
Balance at
31 December 2023 (691) (772) (2,293) (3,756)
Carrying amounts
At 31 December 2022 584 776 123 1,483
At 31 December 2023 416 434 19 869
Note 18
Leases
This note provides information on leases when the group is a lessee.
Movements in the lease liability during the year are summarised
below:
AMOUNTS IN EUR ‘000 Jan-Dec 2023 Jan-Dec 2022
Opening balance 256 2,647
Notional interest charge for the year,
net of foreign exchange differences 39 99
New lease arrangements during the
year 920 (388)
Settlements (649) (2,082)
566 276
Liabilities directly associated with
assets classified as held for sale - (20)
Closing balance 566 256
Lease liability is further analysed as follows:
AMOUNTS IN ‘000 (EUR) 31 Dec 2023 31 Dec 2022
Current lease liability 566 172
Non-current lease liability - 84
566 256
The current portion of the lease liability excluding liabilites directly
associated with assets classified as held for sale is included within
"Trade and other payables" in the statement of financial position. The
asset is depreciated over the shorter of the asset's useful life and the
lease term on a straight-line basis.
The recognised right-of-use asset relates to the following type of
asset:
GROUP
EUR '000
Motor
Vehicles Properties Total
Discounted lease commit -
ments as at 1 January 2022 65 10,102 10,167
Additions - 234 234
Terminations (65) (6,054) (6,119)
Adjustments including changes
to lease terms - (23) (23)
Balance at 31 December 2022 - 4,259 4,259
Additions - 920 920
Terminations - (2,545) (2,545)
Balance at 31 December 2023 - 2,634 2,634
Accumulated depreciation
At 1 January 2022 (16) (7,52 0) (7 ,536)
Depreciation (10) (1,503) (1,513)
Terminations 26 5,007 5,033
Differences upon currency
translations - 6 6
Balance at 31 December 2022 - (4,010) (4,010)
Depreciation - (619) (619)
Terminations - 2,545 2,545
Balance at 31 December 2023 - (2,084) (2,084)
Carrying amounts
At 31 December 2022 - 249 249
At 31 December 2023 - 550 550
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CATENA MEDIA ANNUAL REPORT 2023 69
NATURE OF LEASE ARRANGEMENTS
The group leases offices, of which contracts are typically made
for a fixed number of years, generally up to a maximum term of five
years. During the year ended 31 December 2023, additions to pop-
erty leases were EUR 0.9m (0.2), while terminations were EUR 2.5m
(6.1). These related to fully terminated contracts as well as derecog-
nition of contracts with a revised useful life. During the year ended 31
December 2022, the motor vehicle lease contract was terminated.
Lease terms are negotiated on an individual basis and contain a
wide range of different terms and conditions, including extension
and termination options. These are used to maximise the operational
flexibility of managing the assets used in the group’s operations. The
majority of these options are exercisable by the lessee, in this case
the individual group companies. The extension to the lease term is
generally up to one year , during which period the lessee shall have the
right to terminate the lease by written notice given to the lessor within
a stipulated time frame. time frame.
Note 19
Investment in joint venture
During Q4, the group entered into an artificial intelligence joint venture
with Mez and Rize Media AB to develop a generative AI application
dedicated exclusively to content production for online betting and
casino gaming affiliation. This initiative launched its first minimum
viable product (MVP) in February 2024. Details of the joint venture
are as follows:
Name
of joint
venture
Principal
activity
Place of incorpora-
tion and principal
place of business
Proportion (%) of owner-
ship interest and voting
rights held by the group
2023 2022
Mez
and Rize
Media AB
Artificial
intelligence
Stockholm,
Sweden 50 -
The above joint venture is accounted for using the equity method in
these consolidated financial statements as set out in the Summary of
material accounting policies in Note 2.
AMOUNTS IN EUR ‘000 31 Dec 2023 31 Dec 2022
Share of profit/(loss) (1) -
Note 20
Investment in subsidiaries
EUR '000
Consideration
for subscribed
capital
Capital
contribu-
tion Total
Year ended 31 December
2022
Opening net book amount 3 261,855 261,858
Closing net book amount 3 261,855 261,858
Year ended 31 December
2023
Opening net book amount 3 261,855 261,858
Closing net book amount 3 261,855 261,858
The capital contribution relates to the cost of share options granted to
the employees of the company’s subsidiary undertaking or a decrease
of the same contribution during the year . The cost or decrease is
recognised over the vesting period as an increase or decrease to
investment in subsidiary undertakings.
SUBSIDIARIES
Country
of incor-
poration
Class of
shares
held
Percentage of ownership
and voting rights held
by the
group
directly by
the company
2023 2022 2023 2022
Catena Opera -
tions Limited Malta
Ordinary
shares 100 100 100 100
Catena Media
U.S. Inc USA
Ordinary
shares 100 100 - -
Catena Media
UK Ltd UK
Ordinary
shares 100 100 - -
Catena Media
K.K. Japan
Ordinary
shares 100 100 - -
Catena Media
Sverige AB Sweden
Ordinary
shares 100 100 - -
Catena Media
Canada LTD. Canada
Ordinary
shares 100 100 - -
Catena Media
Germany GmbH
Ger-
many
Ordinary
shares 100 100 - -
Lineups.com,
Inc. USA
Ordinary
shares 100 100 - -
Catena Europe
Limited Malta
Ordinary
shares 100 100 - -
Catena Media
doo Beograd Serbia
Ordinary
shares - 100 - -
Catena Publish -
ing Limited Malta
Ordinary
shares - 100 - -
Catena Media
Australia Pty.
Ltd Australia
Ordinary
shares - 100 - -
Catena Media
Italia Srl Italy
Ordinary
shares - 100 - -
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Note 21
Trade and other receivables
Group Company
EUR '000
31 Dec
2023
31 Dec
2022
31 Dec
2023
31 Dec
2022
Non-current
Other receivables 17, 2 07 919 - -
Current
Trade receivables 11,732 16,097 - -
Loss allowance on
trade receivables (921) (1,175) - -
Dividend receivable - - - -
Prepayments and
accrued income 1,603 1,301 16 11
Other receivables 16,054 4,491 - -
Total current 28,468 20,714 16 11
Total trade and other
receivables 45,675 21,633 16 11
Other receivables relate to the contractual receivable amount mainly
resulting from the divestment of grey-market performance marketing
assets, Online Media, Ask Gamblers and related brands, and the Ital-
ian online sports betting and casino assets.
The IFRS 9 assessment resulted in a default risk of 0.04 (0.1)
percent for North American customers and 0.4 (1.5) percent for the
remaining customers. As part of management's assessment, North
American customers have been attributed a lower default risk as a
result of historical data. If the default risk rates were to increase by
0.5 percent it would have an impact of plus EUR 0.4m (0.6) and no
impact if it had to decrease by 0.5 percent on the group's profit or loss
for the year .
Information related to credit risk and impairment allowances is
disclosed in Note 3.
Note 22
Cash and cash equivalents
Cash and cash equivalents consist of cash in hand, balances with
banks and cash held by payment processors. Cash and cash equiv-
alents included in the statement of cash flows reconcile with the
amounts shown in the statement of financial position, as follows:
Group Company
EUR '000
31 Dec
2023
31 Dec
2022
31 Dec
2023
31 Dec
2022
Cash in hand - 7 - -
Cash at bank 37 ,698 23,860 6,026 2,282
Cash held by financial
intermediaries 812 683 - -
38,510 24,550 6,026 2,282
Note 23
Share capital
On 11 February 2016, Catena Media plc floated on Nasdaq First
North Premier , Stockholm (CTM). On 4 September 2017 , Catena
Media plc moved to Nasdaq Stockholm’s main market, Mid Cap. The
shares are traded under the same ticker (CTM) and with the same
ISIN code (MT0001000109) as previously . Further information about
the listing is available in the prospectus, which can be viewed at
www .catenamedia.com.
Details of movements in share capital for the years ended 31
December 2022 and 2023 are as follows:
COMPANY
Number of
shares
At 1 January 2022 76,180,121
Eighth warrant exercise (23 March 2022) 135,147
Ninth warrant exercise (17 June 2022) 6,696
Tenth warrant exercise (13 September 2022) 2,031
Eleventh warrant exercise (15 December 2022) 6,864
Balance at 31 December 2022 76,330,859
Cancellation of shares (01 February 2023) (4,295,510)
Twelfth warrant exercise (29 March 2023) 6,663,913
Thirtheenth warrant exercise (09 June 2023) 70,550
Fourtheenth warrant exercise (15 September 2023) 3,462
Fifteenth warrant exercise (06 December 2023) 100
Balance at 31 December 2023 78,773,374
Details of share capital for the company as at 31 December 2023 are
as follows:
EUR '000 31 Dec 2023
Authorised share capital
133,333,333 ordinary shares of EUR 0.0015 each 200
Issued and fully paid
78,773,374 ordinary shares of EUR 0.0015 each 118
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Details of share capital for the company as at 31 December 2022 are
as follows:
EUR '000 31 Dec 2022
Authorised share capital
133,333,333 ordinary shares of EUR 0.0015 each 200
Issued and fully paid
76,330,859 ordinary shares of EUR 0.0015 each 114
The holders of ordinary shares are entitled to receive dividends from
time to time and are entitled to one vote per share at meetings of the
company .
SHARE PREMIUM
Share premium for both the group and the company represents
the amount by which the fair value of the consideration received for
shares exceeds the par value.
OTHER RESERVES
Other reserves for the group comprise the share-based payments
reserve of EUR 8.3m (8.3), the share premium of the subsidiary Cat-
ena Operations Limited of EUR 5.0m (5.0) prior to the incorporation
of the company , and the foreign currency translation reserve of EUR
-2.9m (-2.1). The share-based payments reserve is used to recognise
the grant date fair value of options issued to employees but not exer-
cised. The foreign currency translation reserve comprises exchange
differences arising on translation of the foreign controlled entities.
These are recognised in other comprehensive income and accumu-
lated in a separate reserve within equity .
Note 24
Borrowings
Borrowings for the group at the end of the reporting year comprised
senior unsecured floating rate bonds with a nominal value of EUR
55.0m (55.0), under a framework of EUR 100m and maturing in June
2025 after the partial prepayment of half the nominal amount in Q1
2024 (Note 31), a bank term loan with a remaining nominal amount of
EUR 4.2m (12.5) maturing in April 2024, and a revolving credit facility
of EUR 10.0m (10.0).
The bonds were issued on 9 June 2021 and listed on Nasdaq
Stockholm on 28 June 2021 at a nominal value of EUR 100,000
each. The debt securities bear a floating rate coupon of Euribor 3m
+6 percent, with Euribor 3m being subject to a floor of 0 percent.
Borrowings for the company comprised bonds with a nominal
value of EUR 55.0m (55.0) and a related party loan of EUR 25.0m
(25.0). On 14 June 2023, the company announced repurchases of
its own bonds, following which the group and company's holding of
outstanding bonds had a nominal value of EUR 12.3m.
The bonds were designated by management as a financial liability
at fair value through profit or loss as they contain an embedded
derivative that may significantly modify the resulting cash flow .
This embedded derivative is an early redemption option, with the
redemption price set in accordance with a mechanism defined in the
bonds’ terms and conditions. The bonds’ fair value was categorised
within the IFRS 13 fair value hierarchy as Level 3. Further details are
found in the table below:
EUR '000 Nominal
Buy-
backs
Market
Value
At 1 January 2022 55,000 - 55,275
Quarterly revaluations - - (1,375)
At 31 December 2022 55,000 - 53,900
Bond buybacks (June 2023) - (12,300) (12,538)
Quarterly revaluations - - 1,498
At 31 December 2023 55,000 (12,300) 42,860
The movement in fair value recognised in the statement of compre-
hensive income in “Other (losses)/gains on financial liability at fair
value through profit or loss” for the year ended 31 December 2023 and
2022 resulted in a loss of EUR 1.5m and a gain of EUR 1.4m respec-
tively .
If the estimated price of the bonds increased by 1 percent, the
estimated fair value of the bonds would increase by EUR 0.6m.
Similarly , if the estimated price of the bonds decreased by 1 percent,
the estimated fair value of the bonds would decrease by EUR 0.6m.
On 2 June 2021, the Catena Operations Ltd subsidiary signed a
EUR 25.0m term loan agreement and a EUR 10.0m revolving credit
facility agreement with Raiffeisen Bank International AG (“RBI”). The
proceeds under the term loan went towards the early redemption of
the previous bonds, after which certain security was provided to the
benefit of RBI under the term loan and the revolving credit facility
agreement.
The full amount of the credit facility was utilised during Q3 2021,
the proceeds of which were used for the share buyback programme.
The term loan is expected to be repaid in 12 equal instalments of EUR
2.1m every three months, starting on 31 July 2021 and until 30 April
2024.
Borrowings are further analysed as follows:
Group Company
EUR '000
31 Dec
2023
31 Dec
2022
31 Dec
2023
31 Dec
2022
Non-current
Bond 21,430 53,900 21,430 53,900
Bank term loan - 4,167 - -
Credit facility 10,000 10,000 - -
Related party loan - - 25,000 25,000
31,430 68,067 46,430 78,900
Current
Bond 21,430 - 21,430 -
Bank term loan 4,167 8,333 - -
25,597 8,333 21,430 -
Total borrowings 5 7,0 2 7 76,400 6 7, 8 6 0 78,900
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CATENA MEDIA ANNUAL REPORT 2023 72
NET DEBT RECONCILIATION
This section sets out an analysis of net debt for each of the periods
presented:
Group Company
EUR '000
31 Dec
2023
31 Dec
2022
31 Dec
2023
31 Dec
2022
Cash and cash
equivalents (Note 22) 38,510 24,550 6,026 2,282
Interest-bearing liabilities
(nominal amount) (56,867) (7 7,5 0 0) (67,70 0) (80,000)
Net debt (18,357) (52,950) (61,674) ( 7 7,7 1 8)
Note 25
Amounts committed on acquisition
Group Company
EUR '000
31 Dec
2023
31 Dec
2022
31 Dec
2023
31 Dec
2022
Current
Amounts committed
on acquisition - 4,574 - -
- 4,574 - -
Amounts committed on acquisition consist of contractual obligations
resulting from the purchase of intangible assets from third parties.
Some of the obligations have a predetermined value, while others
include future payments whose value depends on target earnings.
The latter are referred to as “contingent considerations”.
The notional interest charge on the contingent considerations is
included in "Other finance costs", net of foreign exchange differences.
As at 31 December 2022, the deferred consideration was EUR
4.6m and related to Lineups.com. No further obligations were
outstanding as at 31 December 2023.
Note 26
Deferred taxation
Deferred tax is calculated on all temporary differences under the lia-
bility method, using the tax rate that is expected to apply to the period
when the assets/liabilities are settled, based on the tax rates expected
in the tax jurisdictions concerned. The movement in deferred tax bal-
ances is analysed as follows:
GROUP
EUR '000
Balance at
1 Jan 2023
Recognised
in profit and
loss
Released
upon
divestment
Balance at
31 Dec
2023
Deferred tax
assets
Unremitted earnings
of subsidiary (63) - - (63)
Unutilised tax losses (6,089) 461 (230) (5,858)
Provision for bad
debts (56) 10 - (46)
Property, plant and
equipment 17 (21) - (4)
(6,191) 450 (230) (5,971)
Deferred tax
liability
Intangible assets 9,066 (2,497) - 6,569
Unrealised
exchange
differences 178 14 - 192
9,244 (2,483) - 6,761
N e t m o v e m e n t f r o m
continuing opera -
tions 3,053 (2,033) (230) 790
N e t m o v e m e n t f r o m
discontinuing opera -
tions 1,317 - (1,317) -
Net movement 4,370 (2,033) (1,547) 790
GROUP
EUR '000
Balance at
1 Jan 2022
Recognised in
profit and loss
Balance at
31 Dec 2022
Deferred tax assets
Unremitted earnings
of subsidiary (63) - (63)
Unutilised tax losses (7 ,503) 1,414 (6,089)
Provision for bad debts (231) 175 (56)
Property, plant and
equipment (85) 102 17
( 7, 8 8 2) 1,691 (6,191)
Deferred tax liability
Intangible assets 12,149 (3,083) 9,066
Unrealised exchange
differences 110 68 178
12,259 (3,015) 9,244
Net movement from
continuing operations 4,377 1,324 3,053
Net movement from
discontinuing operations 4 1,313 1,317
Net movement 4,381 (11) 4,370
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INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
CATENA MEDIA ANNUAL REPORT 2023 73
Note 27
Trade and other payables
Amounts owed to other group undertakings are unsecured, inter-
est-free and repayable on demand.
Group Company
EUR '000
31 Dec
2023
31 Dec
2022
31 Dec
2023
31 Dec
2022
Non-current
Other commitments 2,058 4,038 - -
Interest payable on borrowings - - 891 1,847
Total non-current 2,058 4,038 891 1,847
Current
Trade payables 1,687 2,720 4,087 1
Amounts owed to other Group
undertakings - - 11,541 3,877
Accruals and deferred income 1,785 4,083 6 9
Interest payable on borrowings 332 398 260 268
Current lease liability (Note 18) 566 172 - -
Other commitments 2,190 2,335 - -
Other payables 13 259 4 1
Total current 6,573 9,967 15,898 4,156
Total trade and other payables 8,631 14,005 16,789 6,003
Other commitments of EUR 4.2m (6.4) refer to a contractual arrange-
ment measured in accordance with the requirements of IAS 38, using
the financial liability model.
Note 28
Related parties
In view of its shareholding structure, the company and the group have
no ultimate controlling party . All companies forming part of the group
and other entities under common control are considered by the direc-
tors to be related parties.
During the current year a joint venture was signed with a specialist
artificial intelligence partner to develop a generative AI application
dedicated to online betting and casino gaming affiliation.
The following transactions were carried out with related parties:
Group Company
EUR '000
31 Dec
2023
31 Dec
2022
31 Dec
2023
31 Dec
2022
Key management
personnel
Directors’ fees 375 375 375 375
Executive management 840 1,265 - -
Note 29
Treasury reserve
On 14 July 2021 and 10 August 2022, the extraordinary general meet-
ings resolved to grant the company authorisation to acquire its own
shares on one or more occasions but should not exceeding a hold-
ing of 10 percent of the company's total issued share capital, being
a maximum of 7 ,039,215 shares. For the year ended 31 December
2022, the company held 4,295,510 or 5.6 percent of its own shares.
On 1 February 2023, the company cancelled its holding of 4,295,510
of its own shares by transferring EUR 21.7m from treasury reserve
to retained earnings whilst a minimal portion relating to share capital
was set-off against it.
On 12 July 2023, an extraordinary general meeting resolved on a
new share buyback programme authorising the company to acquire
its own shares on one or several occasions up until the next annual
general meeting. Shares may be repurchased to the extent that the
company’s holdings of its own shares do not exceed a maximum of
7 ,203,534 shares. On 7 November 2023, the company announced
the completion of the share buyback programme. For the year ended
31 December 2023, the company holds 3,124,309 or 4.0 percent of its
own shares. At the end of the year , EUR 6.2m (21.7) was recognised
in equity as treasury reserve.
Note 30
Hybrid capital securities
In 2020, the company carried out a fully guaranteed rights issue of
units consisting of hybrid capital securities, accredited 100 percent
equity treatment according to IFRS, and warrants with preferential
rights for the company’s existing shareholders (the “rights issue”).
The subscription price for the rights issue was set at SEK 100.0 per
unit. Each unit consisted of one (1) hybrid capital security and six (6)
warrants. Interest is paid at a floating rate of STIBOR 3m + 8 percent
per annum. The company may redeem the hybrid capital securities in
full on the first call date, which falls five (5) years after the issue date
(10 July 2020). If the hybrid capital securities are not redeemed on the
first call date, interest will be increased to STIBOR 3m + 11 percent
per annum during the first year , and then increased by 1 percentage
point per annum each year the hybrid capital securities are still out-
standing. The company may , at any time and at its sole discretion,
elect to defer any interest payment, in whole or in part, which is other-
wise scheduled to be paid on an interest payment date (except on any
interest payment date on which the hybrid capital securities are to be
redeemed) by giving notice of such election in accordance with terms
and conditions of the hybrid capital securities.
The rights issue comprised a total of 6,840,971 units and the final
outcome of the rights issue was a total subscription of SEK 684.1m. A
total of 506,874 units were used to subscribe to shares in the first and
second subscription periods.
Further detail related to the following subscription periods is
shown below:
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CATENA MEDIA ANNUAL REPORT 2023 74
Subscription period
Warrants
In units
Cash
Settlement
In EUR '000
Hybrid capital securities
Start Date End date In units In EUR '000
Balance at 1 January 2022 33,911,751 5 , 517,7 8 6 53,018
Eighth subscription period set-off 24-Feb-22 5-Mar-22 (135,147) 15 (23,949) (230)
Ninth subscription period set-off 19-May-22 28-May-22 (6,696) 1 (1,116) (10)
Tenth subscription period set-off 19-Aug-22 28-Aug-22 (2,031) 1 (283) (3)
Eleventh subscription period set-off 18-Nov-22 27-Nov-22 (6,864) 1 (1,144) (11)
Balance at 31 December 2022 33,761,013 5,491,294 52,764
Twelfth subscription set-off 23-Feb 23 4-Mar-23 (6,663,913) 2,985 (926,884) (8,906)
Thirteenth subscription set-off 18-May-23 27-May-23 (70,550) 2 (13,127) (126)
Fourteenth subscription set-off 23-Aug-23 1-Sep-23 (3,462) 5 (22) -
Fifteenth subscription set-off 22-Nov-23 1-Dec-23 (100) 0.2 - -
Balance at 31 December 2023 27 ,022,988 4,551,261 43,732
AMOUNTS IN ‘000 (EUR)
31 Dec
2023
31 Dec
2022
Hybrid capital securities at nominal amount 43,732 52,764
Issuance costs
Advisory costs, including financial, legal and
assurance (2,322) (2,298)
Commission fees to guarantors (6,293) (6,293)
Total issuance costs (8,615) (8,591)
Hybrid capital securities disclosed
as at end of the year 35,117 44,173
Note 31
Events after the reporting period
On 10 January the group received consent from bondholders regard-
ing the written procedure for its outstanding bond loan 2021/2024.
The written procedure was initiated to receive approval of amend-
ments to the bonds' terms and conditions, including an extension of
the final redemption date by 12 months such that the final maturity
date becomes 9 June 2025, and a mandatory partial prepayment
of 50 percent of the outstanding nominal amount at a price equal to
100.6 percent of the nominal amount plus any accrued but unpaid
interest on the repaid amount. The amendments also state that a
consent fee amounting to one percent of the nominal amount of the
bonds shall be paid to bondholders and that the Company will be able
to redeem the bonds at a price equal to 100.6 percent of the nominal
amount during the bonds' lifetime. These terms and conditions came
into effect on 10 January and the partial prepayment of EUR 27 .7m
and consent fee of EUR 0.6m were made on 2 February .
On 11 January the group launched online sports betting affiliation
in Vermont as the state opened for licensed sports wagering. Vermont
has an adult population of 0.5m and is the first new market to open in
North America in 2024.
On 26 February , the company announced the departure of CEO
Michael Daly and that Pierre Cadena VP Corporate Strategy will
assume the role of interim CEO.
On 5 March the board announced the appointment of Manuel Stan
as CEO, who will assume his position on July 1, 2024.
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CATENA MEDIA ANNUAL REPORT 2023 75
Catena Media plc (the “Company” or “Catena Media”) is a Maltese public limited liability company listed on Nasdaq
Stockholm. The Company has its registered office in Malta. Given this legal and financial configuration, the governan -
ce, management and control of Catena Media is divided between the shareholders, the board of directors, the CEO
and the rest of executive management in accordance with applicable laws, rules and instructions.
Corporate governance report
CORPORATE GOVERNANCE AT CATENA MEDIA
Good corporate governance is concerned with ensuring that the
Company is managed as sustainably , responsibly and effectively
as possible for all shareholders. The overall objective is to increase
shareholder value and thereby meet shareholders’ requirements for
their invested capital. Achieving this objective requires decision-mak-
ing that is effective and creates value through a clear distribution of
roles and areas of responsibility . The following statements on pages
75 to 91 have not been audited by the company’s auditor .
The foundation of the corporate governance structure of Catena
Media comprises the Maltese Companies Act (Chapter 386 of
the Laws of Malta), the Company’s memorandum and articles of
association, Nasdaq’s Nordic Main Market Rulebook for Issuers of
Shares (“Nasdaq Rulebook“), the Swedish Corporate Governance
Code (the ”Code”), and other applicable rules and regulations. A
description of Catena Media’s corporate governance structure is
available on the Company’s website www .catenamedia.com, Nasdaq
Rulebook is available at www .nasdaqomxnordic.com, and the Code
can be found at www .bolagsstyrning.se.
In addition to external governance instruments and the Company’s
memorandum and articles of association, the Company also applies
internal steering instruments for corporate governance, such as rules
of procedure for the board of directors, instructions for the board
committees, CEO instructions, an internal code of conduct and
several other policy documents, all of which have been prepared to
improve and strengthen internal control within Catena Media. These
documents are reviewed and approved annually by the board of
directors.
1. Shareholders6. Auditor
APPOINT
VOTE APPROVES THE PRINCIPLES
FOR APPOINTING THE
NOMINATION COMMITTEE
FOR THE NEXT AGM
ELECT
PROPOSAL FOR BOARD AND AUDITOR.
AND PROPOSES PRINCIPLES FOR THE
APPOINTMENT OF THE NOMINATION
COMMITTEE
INFORMATION
ELECT
APPOINT
GOALS, STRATEGIES, POLICIES,
REPORTS AND INTERNAL CONTROL
3. Nomination committee
5. Board committees
5.1 Audit committee
5.2 Remuneration committee
5.3 Tech committee
2. Annual general meeting
4. Board of directors
7. CEO
8. Executive management
APPOINT
INFORMATION ASSURANCES
CATENA MEDIA CORPORATE GOVERNANCE STRUCTURE
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CATENA MEDIA ANNUAL REPORT 2023 76
THE SWEDISH CORPORATE GOVERNANCE CODE
Since listing on Nasdaq Stockholm’s main market (“Nasdaq Stock -
holm”) on 4 September 2017 , the Company applies the Swedish
Corporate Governance Code in full. Accordingly , the Company has
chosen not to apply the Code’s Maltese equivalent, the Code of Prin-
ciples of Corporate Governance, set out in the Maltese Capital Mar-
kets Rules. However , the Maltese and Swedish codes share a number
of similar or common principles.
The Swedish Corporate Governance Code is based on the
principle of “comply or explain”. This means that a company that
applies the Code can deviate from individual rules, but must then
explain the reasons for the deviation. For the financial year 2023,
Catena Media reported no deviations from the Code. No separate
auditor’s report on the corporate governance report is required
under Maltese regulations, since the report has been prepared in line
with the Code's principles. The board of directors confirms that the
Company adheres to the Code.
MEMORANDUM AND ARTICLES OF ASSOCIATION
The Company’s memorandum and articles of association were
adopted by a general meeting of shareholders and include provisions
regarding what kind of business activities the Company is to conduct,
limitations on the share capital and the number of shares, how notices
to convene general meetings shall be made, the handling of matters
during general meetings, where general meetings shall be held, as
well as the highest permitted number of board members. In accord-
ance with the Company’s articles of association, a board member
appointment applies until the end of the first annual general meeting
after the year the board member was appointed, at which the respec-
tive board member is eligible for re-election. The board members are
appointed through a general meeting resolution passed with a simple
majority of the votes represented at the general meeting. In addition
to this, the board of directors have a right to appoint new board mem-
bers in the Company under certain conditions in accordance with Arti-
cle 58.1 of the Company’s articles of association. A board member’s
appointment can expire early if the board member notifies that he/
she wishes to resign, if the shareholders resolve to dismiss the board
member , or if a circumstance arises which prevents the board mem-
ber from serving in that capacity in accordance with Article 59.1 of the
Company’s articles of association and/or article 140 of the Maltese
Companies Act. Such a dismissal shall not affect the remuneration
requirements the board member may have due to the Company’s
potential breach of contract. The shareholders may resolve to dismiss
the board member through a resolution at a general meeting passed
with a simple majority of the votes represented at the general meet-
ing. The Company may amend its memorandum and articles of asso-
ciation by an extraordinary resolution under Article 79 of the Maltese
Companies Act. In order to be valid, an amendment of the articles of
association shall be adopted by an extraordinary resolution at a gen-
eral meeting passed by shareholders having the right to attend, and
holding in aggregate, not less than 75 percent in nominal value of the
shares represented and entitled to vote at the general meeting, and
at least 51 percent in nominal value of all the shares entitled to vote at
the general meeting.
01
The share and shareholders
Catena Media has been listed on Nasdaq Stockholm (a so-called reg-
ulated market in terms of European legislation) in the Mid Cap seg-
ment since 4 September 2017 and was prior to this listed on Nasdaq
First North Premier Growth Market Stockholm since February 2016.
As of 31 December 2023, the total number of shares and votes
in the Company amounted to 78,773,374 with an aggregate nominal
value of EUR 118,160.06. The Company had a total of 10,713 known
shareholders at the end of 2023. According to the share register kept
by Euroclear Sweden AB (with changes subsequently made known
to the Company), the 10 largest shareholders held approximately
40.4 percent of the total number of shares and votes in the Company
at the end of 2023 and the largest shareholder on that date was
Better Collective A/S, with a participating interest of approximately
7 .7 percent of the total number of shares and votes. There was no
shareholder that directly or indirectly owned more than 10 percent of
the number of shares or votes in the Company .
The Company’s articles of association authorise the board of
directors to issue shares or grant options and/or warrants in relation to
the Company’s shares, at such times and on such terms as the board
of directors thinks proper in any of the following cases, provided that
the board of directors shall not issue shares in any class in excess of
10 percent of the number of issued shares of that class on a rolling
12-month basis: (a) if it is in the interest of the Company to issue
shares to strategic investors in the Company; or (b) if the shares
are to be issued as a means of payment to a seller of interests in a
legal organisation or operations or business being acquired by the
Company or any of its subsidiaries; or (c) the shares are to be issued
as a means of payment to a creditor who accepts payment in kind in
the form of shares of the Company; or (d) pursuant to the exercise
of options, warrants or other instruments in relation to and pursuant
to the terms of any employee or director incentive programmes
established by the Company .
The total value of shares which the board of directors can issue,
and the value of options and/or warrants in respect of shares which
can be granted, is capped at the maximum value of the Company’s
authorised share capital (currently set at EUR 200,000). The
authorisation to the board of directors to issue pursuant to d) above
is valid until the date of the 2026 annual general meeting, and the
Company may , by ordinary resolution, renew this permission for
further maximum periods of 5 years each. The authorisation to the
board of directors to issue pursuant to a) to c) (both inclusive) above
is valid until the date of the 2024 annual general meeting, although
the board of directors intends to propose that the shareholders at the
2024 annual general meeting extend the authorisation under a) to c)
until the date of the 2025 annual general meeting. Read more about
the Company’s share and ownership structure on the Company’s
website, www .catenamedia.com.
02
General meeting
The general meeting of shareholders is Catena Media’s highest deci-
sion-making body , where the shareholders exercise their influence in
the Company . Every year , the Company shall hold an annual general
meeting in addition to any extraordinary general meetings that are
held during the year . Article 16.1 of the Company’s articles of associ-
ation states that an annual general meeting shall be held once a year
at the point in time (within a period of no more than 15 months after
the most recent annual general meeting) that the board of directors
sees fit.
All general meetings shall be held in Stockholm or in Malta, in
accordance with the decision of the board of directors.
An extraordinary general meeting may be convened by the board
of directors under Article 17 .1 of the articles of association. In addition,
the board of directors is bound to convene an extraordinary general
meeting at the request of one or more shareholders who, as of the date
of the submission of the request, holds at least 10 percent of the share
capital in the Company , under Article 129 of the Maltese Companies
Act. This request must state the objectives of the meeting, must be
signed by the shareholder(s) concerned, and is to be submitted to
the Company’s registered address. If the board of directors does not
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CATENA MEDIA ANNUAL REPORT 2023 77
represented at the meeting. However , in accordance with the Maltese
Companies Act and the Company’s articles of association, certain
resolutions require approval by a higher percentage of the votes and
votes represented at the general meeting.
2022 ANNUAL GENERAL MEETING
The 2023 annual general meeting took place in St. Julian’s, Malta
on 24 May . Among other things, the 2023 annual general meeting
passed resolutions:
(i)
to
adopt the Company’s consolidated financial statements and
the administration report and audit report;
(ii)
to
re-elect Øystein Engebretsen, Theodore Bergqvist, Per Wid-
erström, Adam Krejcik, Göran Blomberg, Austin Malcomb, and
Esther Teixeira as board members;
(iii)
that
remuneration to the board members shall be paid as follows:
EUR 93,500 to the chairman of the board of directors and EUR
41,500 to each of the other directors;
(iv)
that
the Company’s committees should receive remuneration as
follows: EUR 13,000 to the chairman and EUR 6,500 to the other
members of the audit committee; and EUR 6,500 to the chairman
and EUR 3,250 to the other members of the remuneration com-
mittee; and EUR 6,500 to the chairman and EUR 3,250 to the
other members of the tech committee;
(v)
to
re-elect PricewaterhouseCoopers Malta as the Company’s
auditor;
(vi) to
approve the nomination committee’s proposal on principles for
appointment of the nomination committee for the 2024 annual
general meeting;
(vii)
to appr
ove the Remuneration Report;
(viii) to
introduce a new incentive programme for key persons within
the Catena Media group based on share options or warrants; and
(ix) to
extend the board’s authority to issue shares (or grant options
and/or warrants in relation to them) under paragraphs 7 .1 a) to c)
of the articles of association, both inclusive, until the 2024 annual
general meeting.
Minutes from the 2023 annual general meeting and documents asso-
ciated therewith are available on Catena Media’s website, www .cat-
enamedia.com.
EXTRAORDINARY GENERAL MEETING
One extraordinary general meeting was held during 2023.
EXTRAORDINARY GENERAL MEETING 12 JUL Y 2023
Share buyback
1. The extraordinary general meeting held on 12 July 2023 resolved
to authorise the Company to acquire the following number of its own
fully paid-up shares subject to the limitations and conditions set out in
the Maltese Companies Act and the following terms and conditions:
i)
Any
acquisition of own shares shall take place exclusively on
Nasdaq Stockholm;
ii)
The
authorisation may be utilised on one or several occasions
until the Annual General Meeting 2024, provided that the author-
isation granted to the Company by this resolution shall be for a
maximum period of eighteen months from the date hereof;
iii)
Shar
es may be repurchased to the extent that the Company's
holding of its own shares, at any point in time, does not exceed
10 per cent of the Company's total issued share capital, and in no
event may the Company repurchase more than 7 ,203,534 shares
in the Company;
iv)
R
epurchase of shares may only take place at a price within the
price interval, on any occasion, recorded on Nasdaq Stockholm,
which refers to the interval between the highest buying price
and the lowest selling price. Provided that the maximum price
at which shares may be repurchased shall be the lowest selling
price of the shares on Nasdaq Stockholm at the time of the rele-
vant repurchase and the minimum price at which shares may be
repurchased shall be the highest buying price of the shares on
Nasdaq Stockholm at the time of the relevant repurchase; and
2. That the board of directors be authorised to cancel any of the
shares acquired by the Company as set out above (up to a maximum
of 7 ,203,534 shares), and that the memorandum and articles of asso-
ciation of the Company be updated to reflect any such reduction in
share capital and that any Director and/or the Company Secretary be
authorised to sign the updated memorandum and articles of asso-
ciation of the Company and handle its registration with the relevant
authorities, and to perform any such other act as he/she may deem
necessary to give effect to these resolutions, including, inter alia, to
issue certified extracts / copies of these resolutions; and
3. That, without prejudice to the foregoing resolution, the board of
directors be also authorised to transfer , dispose of and/or use the
shares acquired in terms of resolution (1) above for any purpose as
it deems fit.
convene an extraordinary general meeting within 21 days of the date
of submission of such a request, the shareholder(s) concerned may
convene an extraordinary general meeting within three months of the
date that the original request was submitted to the Company .
Article 18 in the Company’s articles of association states that
convening notices to annual or extraordinary general meetings shall
as a main rule be issued at least 21 days before the meeting is held.
The convening notice shall be published on the Company’s website
and information that a convening notice has been issued shall also
be announced in Dagens Industri, a Swedish business daily . The
convening notice shall announce the general meeting’s agenda.
The convening notice shall also contain information on time, place
and date of the meeting. According to Article 19.1 of the articles of
association, in the convening notice for the general meeting, the
Company shall inter alia state that only shareholders registered in
the shareholder register at a certain record date shall have the right
to participate in and vote at the general meeting. A shareholder who
wants to be represented at the general meeting by a proxy must issue
a written signed authorisation in accordance with the authorisation
form available in the Company’s articles of association (i.e. a proxy
form in terms of Article 42.5 of the articles of association) and
published on the Company’s website for each general meeting. In a
vote at the general meeting in the Company , every share entitles the
holder to one vote and each person entitled to vote can vote for the
full number of shares represented. However , shareholders entitled to
more than one vote do not need to use all of their votes or vote in the
same way with all of their shares.
The annual general meeting passes resolutions on, among other
things, the adoption of the previous year’s balance sheet and income
statement, dividends, the election of board members and auditors,
remuneration of board members and auditors, how the nomination
committee is appointed, guidelines for remuneration of the CEO and
the rest of group management.
One or more shareholders who together hold 5 percent or more of
the share capital have a right to demand that a matter be taken up on
the agenda for the general meeting, on condition that such a matter
is justified or contains a proposed resolution, and present proposed
resolutions for matters taken up on the agenda for the general
meeting. A shareholder who wants to have a matter taken up on the
agenda, or who submits a proposed resolution regarding matters
included on the agenda, shall send a request to the Company no later
than 46 days before the day of the general meeting in, under Article
19.5 of the articles of association of the Company . Resolutions at a
general meeting are usually passed with a simple majority of votes
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CATENA MEDIA ANNUAL REPORT 2023 78
2024 ANNUAL GENERAL MEETING
The 2024 annual general meeting will be held at 9:00 am CEST on 15
May 2024 at Hilton Malta, Portomaso, St. Julian's, ST J4012, Malta.
The notice convening the annual general meeting will be published
through a press release, announced in Dagens Industri and published
on Catena Media’s website, www .catenamedia.com, together with
associated documents.
03
Nomination committee and its work
The 2023 annual general meeting passed a resolution on the prin-
ciples for the appointment of Catena Media’s nomination commit-
tee for the 2024 annual general meeting as follows: The nomination
committee shall have four members. The three largest shareholders/
shareholder groups by votes in the Company as of 31 August, the
year before the annual general meeting is held, are entitled to appoint
one member each. The largest shareholders in terms of votes shall be
determined on the basis of a list of registered shareholders provided
by Euroclear Sweden AB. In addition, the Chairman of the Board shall
be appointed to be a member of the nomination committee.
The CEO or another person from the group management shall
not be a member of the nomination committee. The Chairman of the
Board shall convene the largest shareholders in the Company no later
than 15 October . If such a shareholder refrains from the right to appoint
a member to the nomination committee, the next shareholder/owner
group by size shall be provided the opportunity to appoint a member
to the nomination committee. The composition of the nomination
committee is to be announced at least six months before the annual
general meeting. The Chairman of the Board shall convene the first
meeting of the nomination committee. However , the Chairman of
the Board shall not be appointed as the chairman of the committee.
If it becomes known that one of the shareholders who appointed a
member to the nomination committee is no longer one of the largest
owners due to changes in the owner’s shareholdings or changes in
other owners’ shareholdings, the member the shareholder appointed,
if the nomination committee so decides, shall withdraw and be
replaced by a new member appointed by the shareholder who at that
time is the largest registered shareholder who has not yet appointed
a member to the nomination committee. If the registered ownership
structure otherwise materially changes before the nomination
committee’s assignment has been completed, a further change in
the composition of the nomination committee shall be made, if the
nomination committee so decides, according to the principles stated
above.
The tasks of the nomination committee are to prepare and submit
proposals regarding the number of board members, remuneration
to the Chairman of the Board and other board members, as well
as the auditor , any remuneration for committee work, the board’s
composition, the Chairman of the Board, decisions regarding the
appointment of the nomination committee, the chairman of the
annual general meeting, and the election of auditors. The nomination
committee’s proposed resolutions are published in the notice
convening the annual general meeting, on the Company’s website
and during the annual general meeting. Information on how to submit
proposals to the nomination committee is available on the Company’s
website, www .catenamedia.com.
The nomination committee’s composition for the 2024 annual gen-
eral meeting was published on 21 November 2023 and consisted of
the following members: Göran Blomberg (Chairman of the Board of
Directors of the Company), Nicklas Paulson (representing Invest-
ment AB Öresund), Marianne Stenberg (representing Second Swed-
ish National Pension Fund) and Martin Zetterlund (representing
Niklas Karlsson). Nicklas Paulson was announced as the chairman of
the nomination committee.
The nomination committee held seven meetings for the 2024
annual general meeting. No remuneration has been paid for the work
in the nomination committee.
04
Board of directors
In accordance with the Company’s memorandum of association,
Catena Media’s board of directors shall comprise at least three and
at most seven members. The board of directors currently consists of
seven members, being Göran Blomberg (Chairman), Øystein Enge-
bretsen, Adam Krejcik, Theodore Bergqvist, Austin Malcomb, Esther
Teixeira Boucher and Sean Hurley . All directors have been appointed
until the end of the 2024 annual general meeting. More information on
the board members, such as experience, education, other appoint-
ments and shareholdings are available on page 90 of this annual
report. At the end of 2023, the board of directors had two female
members and five male members.
The board of directors is responsible for the Company’s
organisation and management of the Company’s affairs, which
includes responsibility for preparing overall, long-term strategies
and targets, budgets and business plans, adoption of guidelines
on how the Company’s activities create long-term value, reviewing
and approving accounts, making decisions on issues concerning
investments and sales, capital structure and dividend policy ,
development of the group’s policies, ensuring that control systems
exist for the follow-up of compliance with policies and guidelines,
ensuring that systems exist for the follow-up and control of the
Company’s activities and risks, significant changes in the Company’s
organisation and operations, appointing the Company’s CEO, and
setting the salary and other remuneration of the CEO. The Chairman
of the Board is responsible, among other things, for ensuring that
the board’s members, through the efforts of the CEO, continuously
receive the information necessary to monitor the Company’s position,
performance, liquidity , financial planning and development. It is
incumbent on the Chairman of the Board to complete assignments
decided by the general meeting regarding the establishment of
the nomination committee and participating in its work. In close
cooperation with the CEO, the Chairman of the Board shall monitor the
Company’s performance and prepare and chair the board meetings.
The Chairman of the Board is also responsible for ensuring that the
board of directors annually evaluates its own work and that the board
of directors receives adequate information to perform its work in an
effective manner . The board’s work is governed, among other things,
by the Maltese Companies Act, the memorandum of association,
the articles of association, the Code, and the rules of procedure for
the board of directors. The board of directors meets according to
an annually predetermined schedule. In addition to these meetings,
additional board meetings may be convened to address issues that
cannot be postponed to the next ordinary board meeting.
INDEPENDENCE OF THE BOARD
Seven out of seven board members are independent in relation to
the Company and its management. Seven out of seven board mem-
bers are independent of the Company’s major shareholders. With
this board composition, the board of directors of Catena Media com-
plies with the Swedish Corporate Governance Code’s requirements
for independence of board members, since the majority of the board
members are independent of the Company and the Company’s man-
agement, and at least two of them are also independent in relation
to the Company’s major shareholders. Six board members and all
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CATENA MEDIA ANNUAL REPORT 2023 79
members of group management have undergone Nasdaq Stock -
holm’s training regarding stock exchange rules.
THE BOARD’S WORK IN 2023
The rules of procedure for the board of directors’ states which items
must always be on the agenda at the board’s meetings. In 2023, the
board of directors held 28 minuted meetings, of which 12 were resolu-
tions in writing (per capsulam meetings). All of the meetings held dur-
ing the year followed an agenda that was provided to board members
ahead of the meeting, together with relevant documentation for each
point on the agenda. The CEO, the CFO and the Company’s General
Counsel, in his capacity as the board’s secretary , also participated in
the board meetings.
The CEO reports on operating performance at each ordinary board
meeting and the CFO reports on financial performance. In addition to
this, senior executives and, when necessary , the Company’s auditors
and external advisors, hold presentations on various special areas.
EVALUATION OF THE WORK OF THE BOARD
The work of the board of directors of Catena Media is evaluated annu-
ally with the aim of both developing the board’s activities and creating
a basis for the nomination committee’s evaluation of the board’s com-
position. The evaluation of the board of directors in 2023 took place
by the members completing a questionnaire provided by BoardClic
. An anonymised compilation of the questionnaires was presented
to the nomination committee in December 2023 and to the board
of directors in connection with the ordinary board meeting held in
December 2023.
REMUNERATION OF THE BOARD
Remuneration and other benefits to the board of directors and the
Chairman of the Board, including board committees, are decided by
the Company’s shareholders at the general meeting. At the annual
general meeting on 24 May 2023, in accordance with the proposal
from the nomination committee, it was decided that the remunera-
tion to the board of directors should be EUR 93,500 to the Chairman
of the Board and EUR 41,500 to each of the other board members.
The annual general meeting also resolved that remuneration of the
board’s various committees, for the period until the next annual gen-
eral meeting, shall be as follows:
• EUR 13,000 to the chairman of the audit committee and EUR 6,500 to the other members.
• EUR 6,500 to the chairman of the remuneration committee and EUR 3,250 to the other members.
• EUR 6,500 to the chairman of the tech committee and EUR 3,250 to the other members.
BOARD MEMBER ATTENDANCE AT BOARD AND COMMITTEE MEETINGS 2023
NAME
Board
meetings
Remuneration
committee
Audit
committee
Tech
committee
Øystein Engebretsen 16/16 3/3 - -
Göran Blomberg 16/16 2/2 6/6 -
Per Widerström 3 8/9 1/1 - 1/1
Theodore Bergqvist 13/16 - - 3/3
Adam Krejcik 16/16 - 5/6 -
Austin Malcomb 14/16 - 6/6 2/2
Esther Teixeira Boucher 13/16 - - 3/3
Sean Hurley 4 2/2 - - -
3 Resigned 7 August 2023.
4 Appointed 6 December 2023.
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05
Board committees
The board of directors has established three committees, the audit
committee, the remuneration committee and the tech committee,
with the aim of structuring, streamlining and assuring the quality of
work in these areas. The committees’ members are appointed annu-
ally by the board of directors at the first board meeting after the annual
general meeting.
AUDIT COMMITTEE
The audit committee shall consist of at least three members. The
members of the audit committee may not be employees of the Com-
pany . During 2023 the audit committee consisted of Göran Blomberg
(chairman), Adam Krejcik and Austin Malcomb.
Among other things, the audit committee shall fulfil the following
tasks:
• Monitoring the Company’s financial reporting and submitting
recommendations and proposals to ensure the reliability of the
reporting.
• Annually monitoring risks and risk management with regard to
the financial reporting, including monitoring the efficiency of
the Company’s internal control and evaluating the routines for
accounting and reporting to enable reliable financial reporting.
• Keeping informed of the audit of the annual report and the
consolidated financial statements and of the conclusions of the
Supervisory Board of Public Accountants’ quality control, and
maintaining continuous contact with the Company’s accounting
department, with the aim of facilitating the audit.
• Informing the board of directors of the results of the audit and
the manner in which the audit contributed to the reliability of the
financial reporting, and what function the committee had.
• Identifying and evaluating risks in operations and reviewing how
management handles them.
• Reviewing and monitoring the auditor’s impartiality and
independence and paying particular attention to whether the
auditor provides services other than auditing to the Company .
• Assisting in the preparation of proposals for the general meeting’s
resolutions regarding election of auditors.
The Company’s employees and auditors can be summoned to the
committee’s meetings to provide detailed information on specific
reports or questions. The committee’s meeting minutes are archived
and available to all board members. The committee’s chairman
reports to the board of directors at the board meetings regarding
the issues discussed and presented at the committee’s meetings.
According to its established formal instructions, the audit committee
meetings shall be held at least five times annually . The chairman of
the audit committee can convene additional meetings if required. The
audit committee held six minuted meetings in 2023.
REMUNERATION COMMITTEE
According to the Swedish Corporate Governance Code, the members
of the remuneration committee must be independent of the Company
and Company management. The board’s remuneration committee
continuously evaluates the senior executives’ remuneration terms in
light of current market conditions. The committee prepares matters in
these areas for board decisions.
The remuneration committee has at least two members who
can be appointed by the board of directors annually . During 2023
the remuneration committee consisted of Øystein Engebretsen
(chairman) and Per Widerström, up until 7 August 2023, and
thereafter Göran Blomberg.
Among other things, the remuneration committee shall fulfil the fol-
lowing tasks:
• Preparing the board of director’s decisions in matters concerning
principles of remuneration, compensation and other terms of
employment for group management.
• Monitoring and evaluating ongoing programmes and pro-
grammes concluded during the year for variable remuneration for
Company management.
• Monitoring and evaluating the application of the guidelines for
remuneration of senior executives, as resolved by the annual
general meeting and applicable remuneration structures and
levels in the Company .
The committee’s meeting minutes are archived and available to all
board members. The committee’s chairman reports to the board of
directors at the board meetings regarding the issues discussed and
presented at the committee’s meetings. According to its established
formal work plan, the committee shall meet at least twice a year . The
remuneration committee held three minuted meetings in 2023.
TECH COMMITTEE
The tech committee shall consist of at least two members. One of the
members of the tech committee shall be appointed as the chairman.
The tech committee will be an advisory body tasked with overseeing
that the Company’s IT and data strategy and foundation are effectively
defined, planned and implemented in accordance with the overall
group strategy and goals. During 2023 the tech committee consisted
of Theodore Bergqvist (chairman), Esther Teixeira Boucher and Per
Widerström, up until 7 August 2023, and thereafter , Austin Malcomb.
The main responsibilities of the tech committee are to:
• Provide the board of directors such additional information and
materials regarding the development of the tech function in the
Company that the board of directors may deem necessary;
• Report to the board of directors the activities of the tech
committee at appropriate times and as otherwise requested by
the Chairman of the Board of Directors; and
• Undertake such other duties as the board of directors may , from
time to time, delegate to the tech committee.
The goal is to establish a robust and scalable IT and data strategy ,
architecture and execution plan to support the group’s overall plan as
well as the build-up of sustainable (IT-enabled) competitive advan-
tages, and to assist management in building up such capabilities.
The committee’s meeting minutes are archived and available to
all board members. According to its established formal work plan,
the committee shall meet as often as required in order to fulfil its
assignment but at least prior to all ordinary board meetings. The tech
committee held three minuted meetings in 2023.
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06
Auditors
The annual general meeting elects the Company’s auditors. At the
annual general meeting on 24 May 2023, PricewaterhouseCoopers
Malta was re-elected as the Company’s auditors for the time until the
2024 annual general meeting. Lucienne Pace Ross, authorised pub-
lic accountant and member of the Malta Institute of Accountants, is
the engagement leader . The auditor has the task of auditing Catena
Media’s annual report on behalf of the shareholders and making a
statement on whether or not the annual report provides a true and fair
view , according to IFRS as adopted by the EU and the requirements
according to the Maltese Companies Act. In connection with the
interim financial report for the third quarter , the auditors also conduct
a review according to ISRE 2410. Remuneration to the auditors shall,
in accordance with a resolution passed at the 2023 annual general
meeting, be payable in accordance with approved invoices.
07
CEO and group management
CEO
The CEO is subordinate to the board of directors and is responsible
for the Company’s ongoing management and the operation of the
Company . The division of work between the board of directors and the
CEO is set forth by the rules of procedure for the board of directors
and the CEO instructions. The CEO is responsible for leading opera-
tions in accordance with the board’s guidelines and instructions, and
providing the board of director’s information and necessary decision
input. The CEO appoints the members of group management, leads
its work and makes decisions after consulting with its members. The
CEO is also a presenter at board meetings and shall ensure that
board members are continuously sent the information needed to
monitor the Company’s and group’s position, performance, liquidity
and development. The CEO’s work is continuously evaluated by the
board of directors in accordance with the requirements of the Code.
As of 1 March 2021, Michael Daly is the CEO of the Company . For
further information on the CEO’s education, professional experience
and Company holdings, please refer to page 91 in this annual report
and the Company’s website, www .catenamedia.com.
GROUP EXECUTIVE MANAGEMENT
During 2023 the executive management team consisted of Michael
Daly (CEO), Peter Messner (CFO) (until 21 May 2023), Erik Edeen
(Interim CFO) (from 22 May 2023) Fiona Ewins Brown (CHRO) and
Jan Tjernell (General Counsel). For further information on executive
management’s education, professional experience and holdings in
the Company , please refer to page 91 in this annual report and the
Company’s website, www .catenamedia.com.
GUIDELINES FOR REMUNERATION OF THE CEO
AND GROUP EXECUTIVE MANAGEMENT
On 23 May 2022, the Company’s annual general meeting resolved to
approve a set of guidelines on the remuneration of senior executives
in the Company . The guidelines will apply until the 2026 annual gen-
eral meeting. The guidelines, which specifically regulate the compen-
sation and conditions of employment of the CEO and other members
of executive management (currently four persons), are designed to
ensure that the Company is in a position to recruit and retain exec-
utives with the right sets of skills. To this end, the guidelines provide
that the remuneration of the CEO and the other members of execu-
tive management include a fixed salary as well as possible variable
remuneration.
Fixed salary – the guidelines require fixed base salaries to be
attractive in comparison with the market and to be based on the
executive’s competence, experience and performance, and to be
reviewed annually .
Variable remuneration – the guidelines require the variable
component of remuneration to have a set maximum and to be linked
to predetermined and measurable criteria, designed to promote the
Company’s long-term value creation. Furthermore, if any variable
remuneration in cash has been paid out on the basis of information
that later proves to be manifestly misstated, the Company must
have the possibility of reclaiming such remuneration. In the event
that the Company’s earnings before taxes are negative, no variable
remuneration is to be paid out.
CEO’s variable remuneration – the guidelines cap the CEO’s
variable remuneration at 100 percent of his/her annual base salary ,
and his/her variable remuneration must be based on individual goals
set by the board of directors. Examples of such goals are the results of
the business, quality objectives and the development of the business.
In addition, upon termination by the Company , the CEO is entitled to a
maximum of 12 months’ salary as severance pay .
Variable remuneration of other members of group executive
management – the variable remuneration of other members of group
executive management is capped at 50 percent of their respective
annual base salaries and is to be based on results within the
executive’s area of responsibility , as well as the outcome of individual
goals. Members of group executive management may also receive
other customary benefits such as health care, housing allowances,
etc. In addition to their fixed monthly salary during their notice period,
members of group management are also entitled to a maximum of six
months’ base salary as severance pay .
The guidelines also allow the board of directors to propose
that the shareholders approve share-based, long-term, incentive
programmes for group management from time to time. The board
of directors may deviate from the guidelines in individual cases and
special circumstances. If this is the case, the reasons for the deviation
are to be reported at the next annual general meeting.
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CONTROL ENVIRONMENT
Catena Media’s control environment is based on the division of work
between the board, board committees and the CEO, as well as the
values that the board of directors and group management communi-
cate and base their work on. To retain and develop a control environ-
ment, to comply with applicable rules and regulations, and to ensure
that the desired way of carrying out business is implemented in the
entire group, the board of directors has, as the ultimate responsible
body , established a number of fundamental documents of signifi-
cance to risk management and internal control, including steering
documents, policies, procedures and instructions. These documents
include the rules of procedure of the board of directors, CEO instruc-
tions, instructions for financial reporting, and the group’s code of con-
duct and insider policy .
Internal control and risk management
Policies, procedural descriptions and instructions are distributed
to affected employees in the group and signed by employees through
the group’s compliance platform. It is mandatory for all employees
in the group to read, understand and sign off on Company policies
and to comply with the group’s code of conduct. Employees also
conduct regular tests to ensure that they are familiar with the content
of relevant policies, procedural descriptions and instructions.
RISK ASSESSMENT
Catena Media has developed a process for risk assessment where
the Company annually carries out a risk analysis and risk assessment
which is reviewed and, if required, updated after six months. Risks are
identified and categorised as follows:
• Financial risks
• Market risks
• Business activites and industry risks
• Legal and regulatory risks
• Social risks
The goal of the risk analysis is to identify the greatest risks that can
prevent the Company from achieving its objectives or fulfilling its strat-
egy . Another goal is to evaluate these risks based on the likelihood of
them arising during upcoming periods and the degree to which risks
could affect the Company’s objectives if they were to occur .
Each individual risk has a “risk owner” in the organisation with a
mandate and responsibility to ensure that measures and controls
are in place in order to counteract the risk. The risk owner is also
responsible for monitoring, following up and reporting changes in the
group’s exposure to identified risks.
Group management reports identified risks to the audit committee.
Through the audit committee, the board of directors evaluates the
group’s risk management system and related procedures, including
risk assessments in an annual risk report that is updated after six
months, where the top ca. 20 risks based on a risk rating are reviewed
in detail. This is to ensure that material risks are managed and that
controls are implemented to counteract identified risks.
The Company’s management considers the greatest operational
risks to be related to (i) changes in the search algorithm where
any material updates to algorithms used by search engines may
significantly affect the group's ability to attract quality traffic to its
websites and require it to adjust its SEO, and (ii) changes to regulatory
and legislative environment that lead to changes in operators’ (Catena
Media’s customers') ability to offer and market their services, which
could affect existing business, growth potential and put commercial
pressure on the Company .
CONTROL ACTIVITIES
The Company has established a risk management procedure that
includes a number of key controls that must be established and work
in the risk management processes. The control requirements are an
important instrument that enables the board of directors to lead and
The objective of internal control is to achieve an effective organisation that achieves the goals set by the board of
directors of Catena Media. This means ensuring with reasonable certainty that the Company’s business is carried
out correctly and efficiently, and ensuring correct and reliable financial reporting in accordance with applicable rules
and laws. Catena Media has chosen to structure internal control within the established COSO framework for internal
control: control environment, risk assessment, control activities, information and communication, and monitoring and
follow-up.
Code
of conduct
and policy
documents
(what)
Process
documents and
Instructions
(how)
Steering documents are defined as follows:
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CATENA MEDIA ANNUAL REPORT 2023 83
evaluate information from group management and to take responsi-
bility for identified risks.
The Company focuses on mapping and evaluating the largest
risks related to financial reporting to ensure that the group’s reporting
is correct and reliable. One example of such a control is that the group
does an impairment test of intangible assets with the aim of assessing
return and possible impairment requirements, at least on an annual
basis.
INFORMATION AND COMMUNICATION
Internal communication with the group’s employees takes place,
among other means, through newsletters, and formal policies and
instructions are communicated to management and employees
through a compliance platform, through which it is possible to ensure
that all employees read, understand and sign off on the policies, pro-
cedures and instructions relevant to their assignments in the group.
Such policies include those the Company uses to inform employees
and others affected in the group of the applicable laws and regulations
on the distribution of information, and the special requirements on
employees of a listed company regarding insider information, for
example. Due to this, the Company has also established appropriate
procedures for handling and limiting the spread of information that has
not yet been announced to the public. The Company’s CEO has, on
ROLE DISTRIBUTION IN CATENA MEDIA – INTERNAL CONTROL AND RISK MANAGEMENT
ROLE RESPONSIBILITY
Board of directors Ultimately responsible for reviewing risks and controls in the Company.
Audit committee Reports results from the audit meetings with the board of directors and initiates audits when necessary.
Remuneration committee Prepares the board’s decisions in issues concerning remuneration principles, remuneration and terms
of employment for the CEO and group management. The committee also has the task of evaluating and
preparing proposals on incentive programmes.
Tech committee Oversees that the Company IT and data strategy and foundation will be effectively defined, planned and
implemented in accordance with the overall group strategy and goals. The committee also has the task
of providing the board of directors with additional information and materials regarding the development
of the tech function.
Group management Operationally responsible for controls being in place to reduce identified risks. Ensuring that there are
relevant steering documents that are implemented and ensuring that employees have adequate knowl -
edge of internal control.
CFO Operationally responsible for financial reporting, including ensuring adequate internal control for the
financial statements.
RISK AND CONTROLS – ANNUAL CYCLE
1. Risk evaluation
5. Status reporting of
internal controls and risk
management to the board
2. Follow-up and update
of steering documents
and controls
6. Preparation of the
company’s governance
report3. Implement updated
governing documents
4. Evaluation of risks and
controls (self-evaluation)
behalf of the board, been given the overall responsibility for managing
issues concerning insider information and the board of directors has
appointed the General Counsel as responsible for keeping insider lists.
The Company’s Investor Relations function is led and monitored by
the Company’s CFO. The main tasks of the IR function are to support
the CEO and the senior executives in relation to communication with
capital markets. The IR function also works, together with the CEO,
to prepare the Company’s financial statements, general meetings,
capital market presentations and other regular reporting on IR
activities.
MONITORING/FOLLOW-UP
Every year , a self-evaluation of the effectiveness of the key controls is
conducted as part of the risk assessment process and a risk report is
prepared that summarises the self-evaluations that have been carried
out, and outlines possible deviations that must be addressed. This
risk report is presented to the board of directors annually . The board
of directors also receives reports on the group’s income, earnings
and financial position every month, and the group’s quarterly reports,
other financial reports and annual reports are always reviewed and
approved by the board of directors before they are published. In addi-
tion, the group’s policies are subject to the board of director’s annual
review .
Follow-up activities:
• Annual review and approval of policies by the board of directors
• Reporting of risk analysis once a year to the board of directors
• Annual reporting of self-evaluation
• Monthly/ongoing follow-up of financial statements
INTERNAL AUDIT
Catena Media has chosen not to establish a formal audit function in
the Company , but rather opted to focus on implementing a process
for identification of risks, establishment of controls and a self-evalua-
tion of controls. The framework in itself, the results and the outcomes
are reviewed by group management and the board. The head of each
area and function in the Company has responsibility for carrying out
the self-evaluation, and the audit committee is responsible, together
with the board, to monitor compliance with established principles for
internal control. The audit committee is entitled to call for an external
review of parts of the group if deemed necessary . For external reviews,
external advisers can be engaged to conduct the review , especially to
obtain a second opinion, if necessary . The Company has a compli-
ance function with rules and regulations in the legal team that liaises
with the CEO and the Chairman of the Board.
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INTRODUCTION
This remuneration report provides an outline of how Catena Media
plc’s (the "Company's" or "Catena Media's") guidelines for executive
remuneration, as adopted by the annual general general meeting
2022 (the “Remuneration Guidelines”) have been implemented in
2023. The Remuneration Guidelines can be found on the Compa-
ny's website, (https://www .catenamedia.com/corporate-governance/
board-of-directors/remuneration/), which have been adopted by the
annual general meeting 2022, have been implemented in 2023.
This remuneration report provides details on the remuneration
of Company’s CEO as well as the Company’s board of directors.
In addition, the report contains a summary of the Company’s
outstanding share and share-price related incentive programs. The
report has been prepared in compliance with Capital Markets Rule
12.26K of the Maltese Capital Markets Rules issued by the Malta
Financial Services Authority in its capacity as competent authority in
accordance with the provisions of the Financial Market Act (Chapter
345 of the laws of Malta).
Information on personnel expenses is available in note 8 on page
61 in the company’s annual report for 2023 (the “ Annual Report
2023”).
Information on the work of the remuneration committee in 2023
is set out in the corporate governance report, which is available on
pages 75-81 in the Annual Report 2023.
This remuneration report shall be subject to an advisory vote at
Remuneration report 2023
the Company’s annual general meeting 2024. The Company notes
that the remuneration report concerning the remuneration paid
in 2022 which was voted on at the annual general meeting 2023
("2023 AGM") was approved by approximately 98.3% of the votes
represented at the meeting.
KEY DEVELOPMENTS 2023
Information about the general performance of the Company during
the financial year 2023 is described in the CEO statement on page 5
in the Annual Report 2023.
Overview of the application of the Remuneration Guidelines in
2023
Under the Company's Remuneration Guidelines, remuneration to
the CEO shall be on market terms and may consist of the following
components: fixed cash salary , variable remuneration, share-based
remuneration, pension benefits and other benefits. The Remunera-
tion Guidelines, as adopted by the annual general meeting 2022, can
be found on https://www .catenamedia.com/corporate-governance/
board-of-directors/remuneration/ and a summary can be found on
page 86 in the Annual Report 2023. No deviations from the guidelines
have been decided and no derogations from the procedure for imple-
mentation of the guidelines have been made.
Under the company's Remuneration Guidelines, board members
are only entitled to a fixed base salary .
Furthermore, successive annual general meetings of the company
have resolved to implement long-term share-related incentive plans
and to establish the remuneration to the board of directors, each in
accordance with the framework approved under the Company's
Remuneration Guidelines.
Table 1 sets out total remuneration paid and / or awarded to each
member of the board of directors and the CEO during 2023.
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CATENA MEDIA ANNUAL REPORT 2023 85
1) Sum of Columns 1-4.
2) This cost comprises of share-based remuneration for outstanding options granted to the individual as at 2023. Such options have not been vested or exercised yet, but are accounted for as a cost in the Company’s books.
3) Resigned 7 August 2023.
4) Appointed 6 December 2023.
TABLE 1 – TOTAL REMUNERATION OF THE BOARD OF DIRECTORS AND THE CEO (EUR)
FINANCIAL
YEAR
1
FIXED REMUNERATION
2
VARIABLE REMUNERATION 3 4 5 6
COMPANY NAME AND,
POSITION
(START/END)
BASE SALARY OTHER
BENEFITS
ONE-YEAR
VARIABLE
PENSION
EXPENSE
TOTAL
REMUNERA -
TION 1
PROPORTION
OF FIXED
AND VARIABLE
REMUNERATION
SHARE-BASED
REMUNERA -
TION 2
Catena Media US
inc
Michael Daly
(CEO)
2023 726,195 1,577 11,500 18,512 757,78 4 98% Fixed
2% Variable
148,159
Catena Media plc Göran Blomberg
(Director)
2023 106,500 - - - 106,500 100% Fixed -
Catena Media plc Øystein Engebretsen
(Director)
2023 48,000 - - - 48,000 100% Fixed -
Catena Media plc Per Widerström 3
(Director)
2023 28,923 - - - 28,923 100% Fixed -
Catena Media plc Theodore Bergqvist
(Director)
2023 48,000 - - - 48,000 100% Fixed -
Catena Media plc Adam Krejcik
(Director)
2023 48,000 - - - 48,000 100% Fixed -
Catena Media plc Austin Malcomb
(Director)
2023 48,000 - - - 48,000 100% Fixed -
Catena Media plc Esther Teixiera
(Director)
2023 44,750 - - - 44,750 100% Fixed -
Catena Media plc Sean Hurley
(Director) 8
2023 3,458 - - - 3,458 100% Fixed -
Total 1,101,826 1,577 11,500 18.512 1,133,415 148,159
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INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
CATENA MEDIA ANNUAL REPORT 2023 86
SHARE BASED REMUNERATION
Outstanding and completed share and share-price related
incentive programs
During the years 2021–2023, the general meetings of Catena Media
have adopted several incentive programmes directed to senior exec-
utives and certain key employees of the Catena Media group, includ-
ing the CEO. The purpose of the incentive programmes is to achieve
an increased alignment between the interests of the participants in
the programmes and the shareholders of Catena Media, as well as
to create conditions for retaining and recruiting competent personnel.
Provided that the performance targets are fulfilled at the time of the
exercise of the share options or warrants, each share option and each
warrant entitle a participant to subscribe for one new share in Catena
Media during the exercise period in accordance with the terms and
conditions of each programme. Each program is subject to custom-
ary recalculation provisions.
A summary of each incentive programme is set out below . For further
information about the Company's outstanding and completed share and
share-price related incentive programs, please refer to the notice of each
respective annual general meeting (on the Company's website, https://
www .catenamedia.com/corporate-governance/general-meeting/).
Incentive Programme 2023
The 2023 AGM resolved to adopt a new incentive program in accord-
ance with proposals from the board of directors (the ”2023 Pro-
gramme”). The programme comprises two series (share options and
warrants) and has a vesting period of three years from the allocation
date(s).
The 2023 Programme was launched during June 2023 and
comprises not more than 50 participants and in total not more
than 2,000,000 share options and warrants. Based on current
performance, a maximum of 886,012 share options and warrants
will be exercisable, corresponding to a dilution of not more than
approximately 1.1 percent on the current number of the shares and
votes in the Company .
The subscription price for the shares is SEK 25, which is equal to
115 percent of the volume-weighted average price of the Company’s
share on Nasdaq Stockholm during a period of ten (10) trading
days prior to the respective allocation dates of the share options or
the warrants. The final number of share options or warrants each
participant shall be entitled to exercise shall also be dependent on the
degree of fulfilment of certain performance targets.
Incentive Programme 2022
The 2022 AGM resolved to adopt a new incentive program in accord-
ance with proposals from the board of directors (the ”2022 Pro-
gramme”). The programme comprises two series (share options and
warrants) and has a vesting period of three years from the allocation
date(s).
The 2022 Programme was launched during January 2023 and
comprises not more than 51 participants and in total not more
than 1,500,000 share options and warrants. Based on current
performance, a maximum of 397 ,646 share options and warrants
will be exercisable, corresponding to a dilution of not more than
approximately 0.5 percent on the current number of the shares and
votes in the Company .
The subscription price for the shares is SEK 23, which is equal to
115 percent of the volume-weighted average price of the company’s
share on Nasdaq Stockholm during a period of ten (10) trading
days prior to the respective allocation dates of the share options or
the warrants. The final number of share options or warrants each
participant shall be entitled to exercise shall also be dependent on the
degree of fulfilment of certain performance targets.
Incentive Programme 2021
The 2021 AGM resolved to adopt a new incentive program in accord-
ance with proposals from the board of directors (the ”2021 Pro-
gramme”). The programme comprises two series (share options and
warrants) and has a vesting period of three years from the allocation
date(s).
The 2021 Programme comprises not more than 36 participants
and in total not more than 2,500,000 share options and warrants.
Based on current performance, a maximum of 525,472 share options
and warrants will be exercisable, corresponding to a dilution of not
more than approximately 0.7 per cent on the current number of the
shares and votes in the company .
The subscription price for the shares is SEK 71, which is equal to
115 per cent of the volume-weighted average price of the company’s
share on Nasdaq Stockholm during a period of ten (10) trading
days prior to the respective allocation dates of the share options or
the warrants. The final number of share options or warrants each
participant shall be entitled to exercise shall also be dependent on the
degree of fulfilment of certain performance targets.
Table 2 sets out the total outstanding shares options granted to the
CEO.
COMPLIANCE WITH THE REMUNERATION GUIDELINES
AND APPLICATION OF PERFORMANCE CRITERIA
A prerequisite for the successful implementation of the Compa-
ny’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 com-
pany offers competitive remuneration. Catena Media’s Remunera-
tion Guidelines enable the Company to offer the senior executives a
competitive total remuneration. Total remuneration of the CEO during
2023 has complied with the Company’s Remuneration Guidelines.
Thus, no deviations from the guidelines have been decided and no
derogations from the procedure for implementation of the guidelines
have been made.
In accordance with the Remuneration Guidelines (as adopted
at the 2022 AGM), the variable remuneration shall be linked to
predetermined and measurable criteria which can be financial or
nonfinancial, to be determined by the Remuneration Committee
from time to time. The Remuneration Committee will also determine
whether such variable remuneration will be subject to any deferral
periods and whether the Company has the right to reclaim any such
remuneration. None of the variable remuneration paid out has been
subject to the possibility of the company reclaiming it. They shall
be individualised and may be quantitative or qualitative objectives.
The criteria shall be designed so as to contribute to the company’s
business strategy and long-term interests, including sustainability , by
for example being clearly linked to the business strategy or promote
the senior executive’s long-term development.
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CATENA MEDIA ANNUAL REPORT 2023 87
TABLE 2 – REMUNERATION OF THE CEO IN SHARE OPTIONS
INFORMATION REGARDING THE REPORTED FINANCIAL YEAR
THE MAIN CONDITIONS OF SHARE OPTION PLANS OPENING
BALANCE DURING THE YEAR CLOSING BALANCE
NAME OF
DIREC -
TOR,
POSITION
SPECIFICATION
OF PLAN
PERFORMANCE
PERIOD
AWARD
DATE
VESTING
DATE
END OF
RETEN -
TION
PERIOD
EXERCISE
PERIOD
EXERCISE
PRICE OF
THE SHARE
AND DATE 5
SHARE
OPTIONS HELD
AT THE BEGIN -
NING OF THE
YEAR
SHARE
OPTIONS
AWARDED
SHARE
OPTIONS
VESTED,
EXPIRED OR
(CAN -
CELLED)
SHARE
OPTIONS SUB -
JECT TO A PER -
FORMANCE
CONDITION
SHARE
OPTIONS
AWARDED AND
UNVESTED
SHARE
OPTIONS SUB -
JECT TO A
RETENTION
PERIOD 6
Michael
Daly
(CEO)
Share option
(Company)
programme
2023
2023-2026 12/06/2023 12/12/2026 N/A 12/06/2026-
12/12/2026
25.00 - 240,000 - 240,000 240,000 N/A
Share option
(Company)
programme
2022
2022-2025 11/01/2023 11/07/2026 N/A 11/01/2026-
11/07/2026
23.00 - 250,000 - 250,000 250,000 N/A
Share option
(Company)
programme
2021
18/06/2021–
18/06/2024
18/06/2021 18/06/2024 N/A 18/06/2024–
18/12/2024
71.00 400,000 - - 400,000 400,000 N/A
Share option
(Company)
programme
2020
26/06/2020–
26/06/2023
26/06/2020 26/06/2023 N/A 26/06/2023–
26/12/2023
29.00 105,000 - 105,000 - - N/A
Share option
(Company)
programme
2019
20/12/2019–
20/12/2022
20/12/2019 20/12/2022 N/A 20/12/2022–
20/06/2023
51.00 19,822 - 19,822 - - N/A
TOTAL 524,822 490,000 124,822 890,000 890,000 N/A
5) Strike price in SEK.
6) For the relevant incentive programmes, there is no separate retention period after the vesting period.
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INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
CATENA MEDIA ANNUAL REPORT 2023 88
APPLICATION OF PERFORMANCE CRITERIA
The performance measures for the CEO’s variable remuneration have
been established to deliver the Company’s strategy and to encourage
behaviour which is in the long-term interest of the Company . In the
determination of performance measures, the strategic objectives
and short-term and long-term business priorities for 2023 have been
taken into account. The non-financial performance measures further
contribute to alignment with sustainability as well as the Company
values.
Set out in Table 3 is a description of how the criteria for payment
of variable short- and long-term compensation have been applied
during the financial year .
TABLE 3 - PERFORMANCE OF THE CEO IN THE REPORTED FINANCIAL YEAR
NAME OF
DIRECTOR,
POSITION
DESCRIPTION OF THE CRITERIA RELATED TO
THE REMUNERATION COMPONENT
RELATIVE WEIGHTING
OF THE PERFORMANCE
CRITERIA
A) MEASURED PERFORMANCE AND
B) ACTUAL AWARD/ REMUNERATION OUT -
COME
Michael Daly
(CEO)
The performance criteria are i) Revenue, and ii)
adjusted EBITDA, which are separately
assessed for the performance periods being i)
H1, and ii) H2, 2023.
Further, both performance criteria are assessed
considering the following contribution:
Catena Media Group 50%, and each of the five
operational divisions (North America 40%,
EMEA + LATAM + ESPORTS 5%, and APAC
5%), summing up to 100% in total.
For each of the performance criteria, a 90% tar -
get achievement translates to a bonus entitle -
ment of 50%; a target achievement between
90% and 100% translates into a bonus entitle -
ment between 50% and 100% (linear), and a
target achievement above 100% translates into
a bonus above 100% which is capped at 120%.
Criteria:
Revenue 50%
adj. EBITDA 50%
Periods:
H1 40%
H2 60%
a) For H1, out of the possible 5% for EMEA +
LATAM + ESPORTS, 92% of revenue and 104%
of adjusted EBITDA were achieved. For H2, the
achievement was 0%.
b) With H1 weighting of 40%, a total bonus of c.
1.65% has been awarded: EUR 11,500
TOTAL EUR 11,500
COMPLIANCE WITH THE REMUNERATION GUIDELINES
AND APPLICATION OF PERFORMANCE CRITERIA
A prerequisite for the successful implementation of the Compa-
ny’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 com-
pany offers competitive remuneration. Catena Media’s Remunera-
tion Guidelines enable the Company to offer the senior executives a
competitive total remuneration. Total remuneration of the CEO during
2023 has complied with the Company’s Remuneration Guidelines.
Thus, no deviations from the guidelines have been decided and no
derogations from the procedure for implementation of the guidelines
have been made.
In accordance with the Remuneration Guidelines (as adopted
at the 2022 AGM), the variable remuneration shall be linked to
predetermined and measurable criteria which can be financial or
nonfinancial, to be determined by the Remuneration Committee
from time to time. The Remuneration Committee will also determine
whether such variable remuneration will be subject to any deferral
periods and whether the Company has the right to reclaim any such
remuneration. None of the variable remuneration paid out has been
subject to the possibility of the company reclaiming it. They shall
be individualised and may be quantitative or qualitative objectives.
The criteria shall be designed so as to contribute to the company’s
business strategy and long-term interests, including sustainability , by
for example being clearly linked to the business strategy or promote
the senior executive’s long-term development.
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INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
CATENA MEDIA ANNUAL REPORT 2023 89
COMPARATIVE INFORMATION ON THE CHANGE OF REMUNERATION AND COMPANY PERFORMANCE
FINANCIAL YEAR 2021 2022 2023
EUR EUR EUR
CEO remuneration 1,534,121 7 881,956 757,78 4
Marcus Lindqvist (Director) 8 17,9 9 4 - -
Göran Blomberg (Chairman of the Board)9 165,622 104,833 106,500
Øystein Engebretsen (Director) 10 57, 3 0 0 47, 2 7 1 48,000
Per Widerström (Director) 11 46,221 47, 2 7 1 28,923
Theodore Bergqvist (Director) 46,374 47, 2 7 1 48,000
Adam Krejcik (Director) 44,446 47, 2 7 1 48,000
Austin Malcomb (Director) 29,387 47, 2 7 1 48,000
Esther Teixiera (Director) 2 7,4 01 44,073 44,750
Sean Hurley 12 - - 3,458
Group EBITDA 63,530,134 44,125,228 33,875,438
Average remuneration on a full time equivalent
basis of employees* of the group** 13
* excluding the CEO and the Directors of the Board of
Catena Media plc
** Catena Media plc (as the parent company) does not
have any employees.
62,618 65,572 79,287
7) This figure is comprised of (i) EUR 423,476 - being the remuneration paid to Per Hellberg as part of his severance package; (ii) EUR 79,516 - being the remuneration paid to
Göran Blomberg while he was acting CEO from 7 January until 28 February 2021; and (iii) Eur 1,031,129 – being the total remuneration paid to Michael Daly (CEO) from 1 March
until 31 December 2021. The multi-year variable remuneration of 181,087 (in respect of Michael Daly) and EUR 116,092 (in respect of Per Hellberg) as reported in Table 1 has
been excluded from this figure – please refer to footnote 1 above for further information.
8) Marcus Lindqvist was a member of the board of directors up until the AGM 2021.
9) Göran Blomberg was acting CEO from January 7 to February 28, 2021, when he resumed his position as chairman of the board of directors.
10) Øystein Engebretsen was acting Chairman from January 7 to February 28, 2021, while Göran Blomberg was acting CEO of the company .
11) Per Widerström resigned on 7 August 2023.
12) Sean Hurley was appointed as a new board member on 6 December 2023.
13) Information on the total remuneration (including salary and other remuneration) to the employees can be found on page 61 in the Annual Report 2023.
OTHER INFORMATION ON REMUNERATION IN TERMS OF APPENDIX 12.1 OF THE CAPITAL
MARKET RULES
2021 2022 2023 Change Change
EUR EUR EUR
2022
vs
2021
2023
vs
2022
CEO remuneration 1,534,121 881,856 757,784 -43% -14%
Employee remuneration
(excluding CEO and directors) 26,549,892 31,081,222 25,926,789 17% -17%
Annual aggregate employee
remuneration (excluding directors) 28,084,013 31,963,078 26,684,573 14% -17%
Average employee remuneration
(excluding CEO and directors) 62,618 65,572 79,287 5% 21%
Group EBITDA
(including discontinued operations) 63,530,134 44,125,228 33,875,438 -31% -23%
===== SIDA 90 =====
INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
CATENA MEDIA ANNUAL REPORT 2023 90
GÖRAN
BLOMBERG
ØYSTEIN
ENGEBRETSEN
THEODORE
BERGQVIST
ADAM
KREJCIK
AUSTIN
MALCOMB
ESTHER
TEIXEIRA-BOUCHER
SEAN
HURLEY
Board member since 2 May
2019. Chairman since 15
May 2020.
Board member since
25 September 2018.
Board member since
2 May 2019.
Board member since
15 May 2020.
Board member since
12 May 2021.
Board member since
12 May 2021.
Board member since
6 December 2023.
Born 1962 1980 1970 1981 1975 1977 1987
Education Bachelor of Economics, Univer-
sity of Linköping.
Master of Science in Business
and Major in Finance at BI Nor-
wegian School of Management
in Oslo.
Studies in Economics on a bach-
elor level, Stockholm University
(Stockholm). Exponential Inno-
vation Program, Singularity Uni-
versity (San Francisco).
B.A. in Economics from Univer-
sity of California Santa Barbara.
Advertising and Graphic Design
at the Academy of Art University ,
San Francisco, CA. Marketing
Certificate from the University of
Berkeley , California.
Master’s degree in business and
marketing at EM Lyon, France.
General Management Executive
Education at INSEAD.
Bachelor of Science in Account-
ing and Finance, University of
Birmingham.
Other
assignments
CEO ICA handlarnas Förbund.
Board member of ICA Gruppen
AB, Senior advisor Expandia
Moduler AB.
Investment Manager at Invest-
ment AB Öresund. Board mem-
ber of Scandi Standard AB.
CEO of Turbotic AB, Chairman
RiotMinds AB, Chairman Torch-
light Entertainment AB.
Co-founder and Partner at Eilers &
Krejcik Gaming. Partner at EKG
Ventures, early-stage private
investments in gaming & technol-
ogy companies.
Senior eCommerce & Brand
Director , Anora, Nordic Spirits
and Wine.
Interim CMO / Senior brand &
marketing advisor for digital
scale-ups and legacy busi-
nesses.
Advisor at Courtside Ventures,
advisor and angel investor in the
US gaming sector .
Work
experience
CFO Hakoninvest (publ), CFO
RNB Retail and Brands (publ),
CFO Pronyx (publ), Board mem-
ber ICA handlarnas Förbund,
Board member ICA Group,
Board member Pronyx (publ),
Board member Power IT (publ).
Board member of Investment AB
Öresund, and Projektengage-
mang Sweden AB. Corporate
Finance at HQ AB.
CEO and Founder of Turbotic.
Director Digital Transformation
at Ericsson, CEO at Nordic
Native AB, CEO at Gamersgate
AB, CEO and later Chairman of
the Board of Directors at Para-
dox Interactive AB, Group CEO
at Paradox Entertainment AB,
CEO Nordics and Head of M6A
Europe and Asia at Jupiter Com-
munications.
Two years at Bank of America in
Equity Research, 6 years at Roth
Capital Partner in Equity Research.
Past 8-years (co-founder and Part-
ner) at Eilers & Krejcik Gaming, a
boutique research and consulting
firm focused on the Digital Gaming
industry .
Senior Ecommerce and Brand
Consultant & Advisor at Chame-
leon Collective, VP Global
eCommerce & Digital, AHAVA,
VP eCommerce & Digital,
StriVectin, Director of eCom-
merce, La Prairie, Director of
eCommerce, Ippolita, Director of
Marketing, International Institute
for Learning, Inc.
Chief Marketing Officer at Qobuz
(global leader in high-res music
streaming) and at 118 118
Money (Consumer Lending).
Global Associate Director at
Havas WW .
Co-Founder of American Affiliate,
Head of Sportsbook at Draft-
kings, Head of Commercial at
Amelco.
Own and
closely associ-
ated holdings:
375,693 shares, 895,677 war-
rants 2020/2024 (CTM T01) and
221,812 Capital Securities
(CATME H01).
76,950 shares, 42,498 warrants
2020/2024 (CTM T01) and 7 ,083
Capital Securities (CATME H01).
50,500 shares 14,400 and 2,400
Capital Securities are held
through closely associated hold-
ings.
2,500 shares. 30,625 shares. - - 41,835 shares.
Independence Independent of the company , its
senior management and the
company’s major shareholders.
Independent of the company , its
senior management and the
company’s major shareholders.
Not independent in relation to
major shareholders, the com-
pany and the company's man-
agement. Theodore is one of the
investors of the AI joint venture.
Independent of the company , its
senior management and the com-
pany’s major shareholders.
Independent of the company , its
senior management and the
company’s major shareholders.
Independent of the company , its
senior management and the
company’s major shareholders
Independent of the company , its
senior management and the
company's major shareholders.
Board of
directors
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