FULLTEXT DEL 2 AV 3
Årsredovisning 2024
INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
CATENA MEDIA ANNUAL REPORT 2024 57
may significantly modify the resulting cash flows. The fair value desig-
nation, 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
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 pay-
ments of principal and interest, the group considers the contractual
terms of the instrument. This includes assessing whether the finan-
cial 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 IFRS 9 assessment for trade receivables applies different
default risk rates for North American customers and those in the Rest
of the World, based on historical analysis.
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 con-
siders 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.
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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 accord-
ance 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
credit-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 fol-
lowing 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
MEASUREMENT 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 rec-
ognised at fair value and transaction costs are expensed in the state-
ment 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 lia-
bility , 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.
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 ini-
tially 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 instru-
ment’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
liability 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 depre-
ciated 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 amor-
tised 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-
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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 .
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.
DISCONTINUED OPERATIONS
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 sep-
arate 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 pre-
sented 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 val-
uation of the options and warrants. Once the fair value has been deter-
mined, 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 vest-
ing 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 ser-
vices 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 contri-
bution. 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 correspond-
ing 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, namely share options.
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 pay-
ment will be recognised in equity , applying the same principles used
when the hybrid capital security was issued. This means that the dif -
ference between the payment on redemption and the net proceeds
received on issue is recognised directly in equity . During a subscrip-
tion 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
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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 ana-
lyse 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 manage-
ment 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 proce-
dures, 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
2024
31 Dec
2023
31 Dec
2024
31 Dec
2023
Financial assets measured
at amortised cost
Trade and other receivables
(Note 21) 26,692 45,675 16 16
Cash and cash equivalents
(Note 22) 8,476 38,510 1,782 6,026
35,168 84,185 1,798 6,042
Prepayments and other receiv -
ables not subject to risk (1,090) (1,607) (16) (16)
Net amounts exposed to
credit risk 34,078 82,578 1,782 6,026
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 cus-
tomers 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 receiv-
able 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 evaluates default risk using a combination of available
quantitative factors and credit risk judgment based on experience.
In line with the simplified approach under IFRS 9, the group applies
a lifetime expected credit loss allowance for trade receivables. The
provision rate is determined based on a three-year historical dataset,
adjusted for qualitative factors. During 2024, the movement in the
loss allowance resulted in a positive impact of 0.6m. Management will
continue to monitor the adequacy of this loss allowance on an ongo-
ing basis and will continue to review the assessment of expected loss
default rates applied in the model as the judgement is highly subjec-
tive.
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 insti-
tution and other financial institutions based outside Malta.
Credit ratings per the international rating agency Fitch are as fol-
lows:
CREDIT RATING Carrying amounts
EUR ’000
31 Dec
2024
31 Dec
2023
AAA – –
AA- 2,288 3,749
A+ 4,661 29,723
A 770 –
A- – 337
BBB- 306 1,295
8,025 35,104
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 cryptocur-
rency was minimal at year-end.
This spread reduces dependency on one financial institution as
well as simultaneously mitigating country risk. Credit risk from cash
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 Decem-
ber 2024 and 31 December 2023, 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
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default to be close to zero and as a result of this, no loss has been rec-
ognised 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 suffi-
cient 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 rel-
evant 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 2024
Borrowings 22,341 – – 22,341
Lease liability 385 364 – 749
Trade and other payables 363 – – 363
23,089 364 – 23,453
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
COMPANY
EUR ’000
Less than
1 year
Between
1 and 2
years
Between
2 and 4
years Total
At 31 December 2024
Borrowings 22,341 26,188 – 48,529
Trade and other payables 1,118 – – 1,118
23,459 26,188 – 49,647
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
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 SEK, USD, GBP, JPY and 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 enti-
ty’s costs in CAD. As a result, this exposes the group to currency fluc-
tuations 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 3.0m 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
2024
31 Dec
2023
31 Dec
2024
31 Dec
2023
Variable rate borrowings
(Note 24) 21,350 52,700 42,700 42,700
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-
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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 consist-
ing of hybrid capital securities, accrediting equity treatment. Further
details are set out in Note 29. 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 require-
ments 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 sub-
sequently , 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 direc-
tors 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 2024 and 2023, the carrying amounts of all
other financial assets and liabilities reflected in the financial state-
ments 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 judge-
ments made in the course of preparing these financial statements are
not subjective or complex to a degree that would warrant their disclo-
sure 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 con-
ditions for the different programmes. This probability was calculated
separately and varied from one programme to the other .
IMPAIRMENT ASSESSMENT ON INTANGIBLE ASSETS
The group operates through two distinct segments, which form the
basis for its two cash-generating units (CGUs) under IAS 36. Man-
agement evaluates impairment risk by first assessing performance at
the segment level and then further evaluating individual assets’ val-
ue-in-use. During the year ended 31 December 2024, an impairment
charge of EUR 40.0m was recognised on specific sports and casino
assets. This impairment followed the implementation of a new prod-
uct operating model, which necessitated a reassessment of asset
values in these areas.
Management has addressed the discrepancy between the com-
pany’s book value and its market capitalisation by executing stream-
lining measures to reduce the cost base significantly and stabilise
revenue. After year-end, the group received payments totaling EUR
15.0m from divested assets. At this time, management is confident in
the company’s liquidity , its ability to repay the senior bond due in June
2025 and its ability to continue operating and meet future interest
payments on the hybrid capital securities without recourse to dilutive
actions.
During the comparative year , an impairment loss of EUR 34.0m was
recognised in relation to the group’s remaining European non-core
assets and was classified with continuing operations. An impairment
loss of EUR 17 .9m relating to the UK and Australian online sports bet-
ting brands and the Italian online casino and sports betting brands
was classified under discontinued operations.
The group maintains a proactive approach to financial risk man-
agement, regularly assessing exposure to market fluctuations and
taking appropriate steps to mitigate potential risks, including sig-
nificantly reducing the cost base over the last two quarters. Based
on these factors, the financial statements have been prepared on a
going-concern basis, as management believes that the group has
adequate resources to continue operations for the foreseeable future.
This ongoing assessment may lead to revisions in the carrying value
or useful life of certain assets as management adapts to evolving mar-
ket conditions.
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 consist-
ent with arm’s length principles to support the position taken in the
individual entity’s tax returns. The applicable tax regulation is sub-
ject 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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INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
CATENA MEDIA ANNUAL REPORT 2024 63
Jan–Dec 2024 Jan–Dec 2023
AMOUNTS IN EUR ’000 Casino Sports
Financial
Trading
Unallo-
cated Total Casino Sports
Financial
Trading
Unallo-
cated Total
Revenue 35,777 13,866 – – 49,643 41,234 35,514 – – 76,748
Total revenue 35,777 13,866 – – 49,643 41,234 35,514 – – 76,748
Direct costs (3,494) (7,4 9 6) – – (10,990) (4,270) (9,164) – – (13,434)
Personnel expenses (12,726) (9,630) – (2,793) (25,149) (10,306) (13,160) – (1,301) (24,767)
Depreciation and amortisation (3,645) (1,353) – – (4,998) (6,426) (4,793) – – (11,219)
Impairment on intangible assets (7, 3 6 8) (32,617) – (1,218) (41,203) (21,045) (13,004) – – (34,049)
Other operating expenses (6,586) (6,528) – (651) (13,765) (6,144) (8,257) – (556) (14,957)
Total operating expenses (33,819) (57,62 4) – (4,662) (96,105) (48,191) (48,378) – (1,857) (98,426)
Operating profit/(loss) 1,958 (43,758) – (4,662) (46,462) (6,957) (12,864) – (1,857) (21,678)
Interest payable on borrowings – – – (3,056) (3,056) – – – (5,566) (5,566)
Other losses on financial liability at fair
value through profit or loss – – – (104) (104) – – – (1,498) (1,498)
Other finance income – – – 1,108 1,108 – – – 747 747
Share of net loss from associate
accounted for using the equity method – – – (130) (130) – – – (1) (1)
Profit/(loss) before tax 1,958 (43,758) – (6,844) (48,644) (6,957) (12,864) – (8,175) (27,9 9 6)
Tax income/(expense) – – – 698 698 – – – (186) (186)
Profit/(loss) for the year attributable
to the equity holders of the parent
company 1,958 (43,758) – (6,146) (47,9 4 6) (6,957) (12,864) – (8,361) (28,182)
(Loss)/profit for the year from
discontinued operations (119) (144) – – (263) 9,934 (19,805) (183) – (10,054)
Profit/(loss) for the year 1,839 (43,902) – (6,146) (48,209) 2,977 (32,669) (183) (8,361) (38,236)
Other comprehensive loss
Items that may be reclassified to profit
for the year
Currency translation differences – – – 594 594 – – – (667) (667)
Items that will not be reclassified
to profit for the year
Interest payable on hybrid capital
securities – – – (4,874) (4,874) – – – (4,597) (4,597)
Total other comprehensive loss for
the year – – – (4,280) (4,280) – – – (5,264) (5,264)
Total comprehensive income/(loss)
for the year attributable to equity
holders of the parent company 1,839 (43,902) – (10,426) (52,489) 2,977 (32,669) (183) (13,625) (43,500)
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 the comparative year consists of
dividend earned from its subsidiary Catena Operations Limited. The
group's and the company's revenue consist of the following:
Group Company
AMOUNTS
IN EUR ’000
31 Dec
2024
31 Dec
2023
31 Dec
2024
31 Dec
2023
Cost-per-acquisition
revenue 41,226 63,439 - -
Revenue-sharing
arrangements 7, 21 1 11,678 - -
Fixed-fee Revenue 1,206 1,631 - -
Investment and
related income - - - 15,000
Total 49,643 76,748 - 15,000
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. This aligns with the analysis conducted by the executive
management team and the board of directors, who collectively act
as the Chief Operating Decision Maker ("CODM") and influence the
group's ultimate strategic decisions. 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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INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
CATENA MEDIA ANNUAL REPORT 2024 64
Jan–Dec 2024 Jan–Dec 2023
AMOUNTS IN EUR ’000 Casino Sports
Financial
Trading
Unallo-
cated Total Casino Sports
Financial
Trading
Unallo-
cated Total
Revenue 35,777 13,866 – – 49,643 41,234 35,514 – – 76,748
Total revenue 35,777 13,866 – – 49,643 41,234 35,514 – – 76,748
Direct costs (3,494) (7,4 9 6) – – (10,990) (4,270) (9,164) – – (13,434)
Personnel expenses (12,726) (9,630) – (2,793) (25,149) (10,306) (13,160) – (1,301) (24,767)
Depreciation and amortisation (3,645) (1,353) – – (4,998) (6,426) (4,793) – – (11,219)
Impairment on intangible assets (7, 3 6 8) (32,617) – (1,218) (41,203) (21,045) (13,004) – – (34,049)
Other operating expenses (6,586) (6,528) – (651) (13,765) (6,144) (8,257) – (556) (14,957)
Total operating expenses (33,819) (57,62 4) – (4,662) (96,105) (48,191) (48,378) – (1,857) (98,426)
Operating profit/(loss) 1,958 (43,758) – (4,662) (46,462) (6,957) (12,864) – (1,857) (21,678)
Interest payable on borrowings – – – (3,056) (3,056) – – – (5,566) (5,566)
Other losses on financial liability at fair
value through profit or loss – – – (104) (104) – – – (1,498) (1,498)
Other finance income – – – 1,108 1,108 – – – 747 747
Share of net loss from associate
accounted for using the equity method – – – (130) (130) – – – (1) (1)
Profit/(loss) before tax 1,958 (43,758) – (6,844) (48,644) (6,957) (12,864) – (8,175) (27,9 9 6)
Tax income/(expense) – – – 698 698 – – – (186) (186)
Profit/(loss) for the year attributable
to the equity holders of the parent
company 1,958 (43,758) – (6,146) (47,9 4 6) (6,957) (12,864) – (8,361) (28,182)
(Loss)/profit for the year from
discontinued operations (119) (144) – – (263) 9,934 (19,805) (183) – (10,054)
Profit/(loss) for the year 1,839 (43,902) – (6,146) (48,209) 2,977 (32,669) (183) (8,361) (38,236)
Other comprehensive loss
Items that may be reclassified to profit
for the year
Currency translation differences – – – 594 594 – – – (667) (667)
Items that will not be reclassified
to profit for the year
Interest payable on hybrid capital
securities – – – (4,874) (4,874) – – – (4,597) (4,597)
Total other comprehensive loss for
the year – – – (4,280) (4,280) – – – (5,264) (5,264)
Total comprehensive income/(loss)
for the year attributable to equity
holders of the parent company 1,839 (43,902) – (10,426) (52,489) 2,977 (32,669) (183) (13,625) (43,500)
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
2024
Jan – Dec
2023
Jan – Dec
2024
Jan – Dec
2023
Jan – Dec
2024
Jan – Dec
2023
Jan – Dec
2024
Jan – Dec
2023
Total revenue 43,916 67,0 6 3 5,727 9,685 – – 49,643 76,748
Change –35% – – 41% – – – –35% –
of which: Casino 32,425 34,927 3,352 6,307 – – 35,777 41,234
of which: Sports 11,491 32,136 2,375 3,378 – – 13,866 35,514
Direct costs (10,956) (13,163) (34) (271) – – (10,990) (13,434)
Adjusted personnel expenses (11,337) (13,392) (1,292) (4,390) (9,727) (5,684) (22,356) (23,466)
Adjusted other operating
expenses
(3,279) (5,666) (1,161) (2,645) (6,463) (6,090) (10,903) (14,401)
Adjusted EBITDA 18,344 34,842 3,240 2,379 (16,190) (11,774) 5,394 25,447
Change –47% – 36% – – – –79% –
Adjusted EBITDA margin (%) 42 52 57 25 – – 11 33
NDCs 122,181 167, 8 8 6 6,519 16,371 – – 128,700 184,257
Change –27% – –60% – – – –30% –
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INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
CATENA MEDIA ANNUAL REPORT 2024 65
Note 8
Personnel expenses
Personnel expenses incurred during the year and the preceding year
are analysed as follows:
Group Company
EUR ’000
31 Dec
2024
31 Dec
2023
31 Dec
2024
31 Dec
2023
Directors’ remuneration 343 375 343 375
Salaries and wages 21,555 21,877 – –
Social security
contribution 614 1,214 – –
Share-based payments 149 (93) 149 (93)
Reorganisation costs 2,488 1,394 – –
25,149 24,767 492 282
Average number of employees in the group during the current finan-
cial year was 221 (284) 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:
Michael Gerrow (Group Chief Financial Officer) from 15 April
2024, Erik Edeen (Interim Chief Financial Officer) until 15 April 2024,
Fiona Ewins-Brown (Chief Human Resources Officer) until 30 June
2024, Edward Midolo (Chief Technology Officer) from 1 April 2024,
Pierre Cadena (Chief Operating Officer) from 1 July 2024, Liv Biese-
mans (Chief Legal and Compliance Officer) from 1 December 2024
and Jan Tjernell (General Counsel) until 30 November 2024.
During the prior financial year the members of executive manage-
ment 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).
The group’s CEOs during 2024 were Michael Daly until 26 Febru-
ary , Pierre Cadena as Interim CEO from 26 February to 30 June, and
Manuel Stan from 1 July . During the comparative year the CEO was
Michael Daly .
Remuneration of the CEO comprises a fixed salary , participation in
the share option programme and other benefits.
EUR ’000
Fixed
salary
Other
benefits
Total remunera-
tion and other
benefits
2024
Michael Daly 126 23 149
Pierre Cadena 155 2 157
Manuel Stan 230 13 243
Other members of
executive manage ment 875 157 1,032
2023
Michael Daly 726 180 906
Other members of
executive manage ment 729 111 840
Note 9
Items affecting comparability
Items affecting comparability (IACs) relate to significant items that
affect EBITDA when comparing to previous periods. They comprise
costs included in “personnel expenses” and in “other operating
expenses”.
During the year ended 31 December 2024, IACs from continuing
operations in personnel expenses comprised costs associated with
share-based payments of EUR 0.2m (-0.1), reorganisation costs of
EUR 2.4m (0.6) and one-time retention incentives of EUR 0.2m (0.8).
IACs from continuing operations included in other operating expenses
comprised EUR 2.2m in relation to the termination of the contractual
arrangement previously measured in accordance with the require-
ments of IAS 38 using the financial liability model. EUR 0.6m related
to restructuring costs (0.3) and EUR 0.1 (0.3) related to professional
and legal fees.
CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME MEASURES*
31 Dec 2024 31 Dec 2023
Operating (loss)/profit (46,462) (21,678)
Depreciation and amortisation 4,998 11,219
Impairment on intangible assets 41,203 34,049
EBITDA (261) 23,590
Items affecting comparability in person -
nel expenses 2,793 1,301
Items affecting comparability in other
operating expenses 2,862 556
Adjusted EBITDA 5,394 25,447
Adjusted EBITDA margin (%) 11 33
* 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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INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
CATENA MEDIA ANNUAL REPORT 2024 66
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
2024
31 Dec
2023
31 Dec
2024
31 Dec
2023
SEO support costs 3,668 4,850 – –
*Professional fees 1,510 2,036 39 21
HR and recruitment costs 316 480 – –
Corporate and investor
relations costs 526 612 104 139
Loss allowance on trade
receivables and bad
debts (193) (136) – –
General office and admin -
istration costs 414 560 – –
Marketing costs 103 387 – –
Travel and entertainment 599 889 – –
IT related costs 3,813 4,665 5 –
Contract terminations 2,211 – – –
Restructuring costs 577 251 – –
Other expenses 221 363 – –
13,765 14,957 148 160
* Professional fees of EUR 0.1m (0.3) 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 2024
and the preceding year are shown in the table below:
Group Company
EUR ’000
31 Dec
2024
31 Dec
2023
31 Dec
2024
31 Dec
2023
Annual statutory audit* 189 229 – –
Tax advisory and
compliance services 5 11 2 2
Other assurance services 10 10 - -
Other non-audit services 16 21 - 1
220 271 2 3
The audit fee of the parent company is included in the group audit fee
disclosed above. Other non-audit services include permissible ser-
vices.
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
2024
31 Dec
2023
31 Dec
2024
31 Dec
2023
Current tax expense 86 2,219 – 99
Deferred tax expense (784) (2,033) – –
(698) 186 – 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
2024
31 Dec
2023
31 Dec
2024
31 Dec
2023
(Loss)/profit before tax (48,644) (27,996) (55,585) 12,439
Tax calculated at domestic
rates applicable to profits
in respective countries (532) (394) (19,455) 4,354
Tax effect of:
– Expenses not deductible
for tax purposes 98 196 19,482 1,144
– Income not subject to tax – (199) (27) (5,373)
– Other foreign taxes (304) 982 – –
– Elimination of permanent
differences – (608) – –
– Other 40 209 – (26)
(698) 186 – 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 2024 67
Note 13
Discontinued operations
Discontinued operations comprise of the divestments of grey-mar-
ket performance marketing assets, the AskGamblers brand, the
two online casino brands JohnSlots and NewCasinos, the Financial
Trading segment,all assets in Catena Media UK’s business includ-
ing sports betting brands Squawka and GG.co.uk, all shares in the
group’s wholly owned Australian subsidiary , and the Italy-focused
online sports betting and casino assets.
Financial performance and cash flow information
AMOUNTS IN EUR ’000 Jan–Dec
2024
Jan–Dec
2023
Revenue 9 11,492
Direct costs – (172)
Personnel expenses (34) (6,791)
Depreciation and amortisation – (1,804)
Impairment on intangible assets – (17, 8 8 9)
(Loss)/gain on disposal of intangible asset (17) 11,563
Other operating expenses (221) (5,808)
Total operating expenses (272) (20,901)
Operating loss (263) (9,409)
Other finance income – 35
Loss before income tax (263) (9,374)
Income tax expense – (680)
Loss after income tax of discontinued
operations
(263) (10,054)
Net cash (used in)/generated from operat -
ing activities
(223) 380
Net cash used in investing activities – (274)
Net cash used in financing activities – (20)
Net (decrease)/increase in cash generated
by divested assets
(223) 86
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 2024 31 Dec 2023
From loss for the year, from continuing
operations (EUR) (0.63) (0.37)
Weighted average number of ordinary
shares in issue 75,649,402 75,682,270
Diluted earnings per share
Diluted earnings per share is calculated by adjusting the weighted
average number of ordinary shares outstanding to assume exer-
cise of all dilutive potential ordinary shares. The group’s potential
dilutive ordinary shares for the years ended 31 December 2024 and
31 December 2023 comprise share options amd share warrants.
The dilutive ordinary shares for the comparative year also included
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 2024 31 Dec 2023
From loss for the year, from continuing
operations (EUR) (0.63) (0.27)
Weighted average number of ordinary
shares in issue 75,649,402 75,682,270
Adjustments for share options, warrants
and warrants issued as part of the rights
issue 979,297 27 ,022,988
Weighted average number of
ordinary shares for diluted earnings
per share 76,628,699 102,705,258
Note 15
Share-based payments
Share options and warrants are granted to selected employees. Dur-
ing 2024, the group did not grant share warrants whilst in prior year
3 employees could purchase a total of 167 ,500 warrants. The group
also entered into 24 (69) share option agreements with 24 (50) of its
employees and committed a total of 1,485,000 shares (2,772,500).
The weighted average exercise price of the options granted dur-
ing the current financial year equalled EUR 0.62 for 24 option agree-
ments. The weighted average exercise price of all outstanding options
is equal to EUR 1.41 (3.77).
Options are conditional on the employee completing 36 months
of service (the vesting period). Share warrants and options agree-
ments can be exercised 36 months after the date they were granted,
during a period of 6 months and therefore have a contractual term of
42 months. The group has no legal or constructive obligation to repur-
chase 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 2023 5.50 400,000
Granted 2.07 167,500
Expired 2.76 (140,000)
At 31 December 2023 5.06 427,500
Opening balance 2024 5.06 427,500
Granted – –
Expired 6.98 (260,000)
At 31 December 2024 2.07 167,5 0 0
Out of the 167 ,500 (427 ,500) outstanding warrants, none were exer-
cisable as at 31 December 2024 (nil).
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CATENA MEDIA ANNUAL REPORT 2024 68
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
Jan 2023 Jul 2026 2.06 147,5 0 0
Jun 2023 Dec 2026 2.15 20,000
167,5 0 0
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 2.06 147,5 0 0
Jun 2023 Dec 2026 2.15 20,000
427,500
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 2023 5.18 2,670,467
Granted 2.11 2,772,500
Expired 2.98 (1,013,614)
Cancelled 2.06 (528,481)
Forfeited 3.57 (255,000)
At 31 December 2023 3.77 3,645,872
At 1 January 2024 3.77 3,645,872
Granted 0.62 1,485,000
Expired 6.98 (1,241,987)
Cancelled 2.07 (538,960)
Forfeited 2.04 (2 7 7,5 0 0)
At 31 December 2024 1.41 3,072,425
Out of the 3,072,425 (3,645,872) outstanding options, 1,485,000
(2,772,500) options were granted during the year , 277 ,500 (255,000)
share options were forfeited upon termination of employment,
1,241,987 (1,013,614) share options expired and 538,960 (528,481)
were cancelled. 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 28 months (25).
VALUATION OF SHARE OPTIONS FOR THE YEAR ENDED 31
DECEMBER 2024
The weighted average exercise price of options granted during the
period, determined using the Black-Scholes valuation model, was
EUR 0.62 per share under option. The significant inputs into the
model for the first number of granted shares in June 2024 comprised
the share price of EUR 0.50 on the grant date, exercise price of EUR
0.62, volatility of 62 percent, an expected option life of 3 years and an
annual risk-free interest rate of 3.23 percent. The volatility assump-
tion and the dividend yield assumption were based on the variables
observed for listed companies in similar industries. The values of the
second number of granted shares in November 2024 comprised the
share price of EUR 0.39 on the grant date, exercise price of EUR 0.60,
volatility of 65 percent, an expected option life of three years and an
annual risk-free interest rate of 2.47 percent.
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 2.16 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, volatility of 76 percent, an expected option life of 3 years and an
annual risk-free interest rate of 3.17 percent. The volatility assump-
tion 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.
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
Oct 2021 April 2025 2.06 74,430
Jan 2023 Jul 2026 2.06 701,896
Jun 2023 Dec 2026 2.15 722,153
Dec 2023 Jun 2027 2.25 120,000
Jun 2024 Dec 2027 0.62 1,188,946
Nov 2024 May 2028 0.60 265,000
3,072,425
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 1,020,437
Jun 2023 Dec 2026 2.15 1,189,018
Dec 2023 Jun 2027 2.25 120,000
3,645,872
From the 3,072,425 (3,645,872) shares outstanding at the end of the
year , the group estimates that 973,815 (1,078,855) share options are
expected to vest. As at year end, 24,810 share options are expected
to vest under the 2021 programme; no share options are expected to
vest under the 2022 programme; 249,468 and 699,537 share options
are expected to vest under the 2023 and 2024 programmes respec-
tively .
During the current year , 1,485,000 (2,772,500) share options
and no (167 ,500) 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 performance targets was made. On the other hand, the group’s
expected forfeiture rates, which reflect updated information on the
group’s historical turnover rates decreased to a weighted average rate
of 16% as the group’s estimates at year-end. The effect of such revi-
sions in estimates are recognised in the group’s statement of compre-
hensive income within “Personnel expenses” and accumulated in the
share-based payments reserve within equity .
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CATENA MEDIA ANNUAL REPORT 2024 69
Note 16
Other intangible assets
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 . As at 31 December 2024 other intangible
assets with an indefinite useful life amounted to EUR 100.9m.
OTHER INTANGIBLE ASSETS
EUR ’000
Domains
and
websites
Player
data-
bases
Other
intellec-
tual
property Total
Cost
At 1 January 2023 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
Additions – – 1,500 1,500
Disposal (389) – – (389)
Terminations – – (12,082) (12,082)
Balance at
31 December 2024 239,758 6,673 20,983 2 67,41 4
Accumulated amortisation
and impairment losses
At 1 January 2023 (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)
Amortisation charge (764) – (3,460) (4,224)
Amortisation charge
released upon termination – – 8,466 8,466
Impairment charge
for the year (39,985) – – (39,985)
Balance at
31 December 2024 (133,324) (6,673) (18,649) (158,646)
Carrying amounts
At 31 December 2023 147,572 – 7,910 155,482
At 31 December 2024 106,434 – 2,334 108,768
During the year ended 31 December 2024, the contractual arrange-
ment previously measured in accordance with the requirements
of IAS 38 was terminated. The asset disposal net of amortisation
amounted to EUR 3.6m. Also an impairment charge of EUR 40.0m
was recognised in line with IAS 36. The charge relates to a writedown
in the book value of specific sports and casino assets following the
transition to a product-focused operating model. This shift has pro-
vided a clearer focus on key brands and priority products, optimizing
core offerings to drive growth while enhancing operational alignment.
As a result of this strategy , less focus and investment will be allocated
to non-core products. This lead to the EUR 40.0m impairment charge.
During prior year , asset disposals of EUR 26.5m net of amortisation
and impairment, related to the agreement to sell UK and Australian
online sports betting brands for EUR 6.0m and the divestment of Ital-
ian sports and casino assets for EUR 19.8m.
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’ val-
ue-in-use. During the year ended 31 December 2024, an impairment
charge of EUR 40.0m was recognised, of which EUR 32.6m relate to
specific Sport assets and EUR 7 .4m to specific Casino assets.
During Q3 2024, management conducted a comprehensive
impairment assessment to determine the recoverable amount of
CGUs and individual assets of a new product operating model,
requiring a reassessment of asset valuations in these areas. The
assessment was carried out with a proactive approach to financial
risk management, considering market fluctuations and taking stra-
tegic measures to mitigate risks, including a significant reduction in
the cost base. As market conditions continue to evolve, this ongoing
evaluation may result in future adjustments to the carrying value or
useful life of certain assets.
Management’s impairment assessment for the Sports CGU in
2024 depends on growth assumptions, primarily in North Amer-
ica. The North American sports business was particulary impacted
in 2024 and has been a major focus of profitable rebuilding. These
assumptions of the return to profit in this operating segment influ-
ences the sensitivity of the impairment headroom for the Sports CGU.
The recoverable amount of the Casino and Sports CGUs was
based on cash flow projections comprising forecasted income from
operations for 2024 and cash flow projections for the period 2025–
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CATENA MEDIA ANNUAL REPORT 2024 70
2029 reflecting compounded annual growth rates (CAGR) as per the
table below , which were duly discounted by the respective discount
rates also shown below . A post-tax discount rate has been applied to
post-tax cash flows, as this yields the same result. This is because the
post-tax discount rate has been adjusted to account for the specific
timing of future tax cash flows. The CAGR assumes a mix of state rev-
enue growth and new market launches. An in-perpetuity growth rate
of 2 percent was applied beyond this period. The effective tax rate was
estimated at 30 percent.
CAGR Discount Rate
31 Dec
2024
31 Dec
2023
31 Dec
2024
31 Dec
2023
Casino 9% 14% 13% 15%
Sports 22% 20% 13% 15%
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 the
Casino CGU is well in excess of the carrying amount, and thus a sen-
sitivity analysis in this regard is not disclosed. The Sports CGU is con-
sidered to be more sensitive to changes in key assumptions, since
its carrying value as at year end, is close to the recoverable amount.
The impairment assessment for this segment is inherently uncertain,
and the underlying assumptions are reviewed annually . The principal
assumptions used in the impairment assessment relate to projected
revenues for , and discount rates applied to, the respective CGUs. If
both the average annual growth rate and the average EBITDA margin
for the Sports CGU over the period 2025–2029 were 5% lower than
management's estimates, and the discount rate increased by 2%, an
impairment would be recognized for this CGU. However , it is unlikely
that both factors would occur simultaneously .
Note 17
Property , plant and equipment
GROUP
EUR ’000
Computer
equip-
ment
Furniture
and fix-
tures
Property
improve-
ments Total
Cost
At January 2023 1,955 1,695 2,362 6,012
Additions 181 – – 181
Disposals (1,029) (489) (50) (1,568)
Balance at
31 December 2023 1,107 1,206 2,312 4,625
Additions 101 – – 101
Disposal (65) (3) (77) (145)
Balance at
31 December 2024 1,143 1,203 2,235 4,581
Accumulated deprecia -
tion and impairment
losses
At 1 January 2023 (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)
Depreciation (185) (108) (1) (294)
Disposal 43 2 59 104
Balance at
31 December 2024 (833) (878) (2,235) (3,946)
Carrying amounts
At 31 December 2023 416 434 19 869
At 31 December 2024 310 325 – 635
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 2024 Jan–Dec 2023
Opening balance 566 256
Notional interest charge for the year,
net of foreign exchange differences 19 39
New lease arrangements during the
year 756 920
Terminations and adjustments during
the year (70) -
Settlements (522) (649)
Closing balance 749 566
Lease liability is further analysed as follows:
AMOUNTS IN EUR ’000 31 Dec 2024 31 Dec 2023
Current lease liability 385 566
Non-current lease liability 364 –
749 566
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.
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CATENA MEDIA ANNUAL REPORT 2024 71
The recognised right-of-use asset relates to the following type of
asset:
GROUP
EUR ’000 Properties Total
Discounted lease commitments as at 1
January 2023 4,259 4,259
Additions 920 920
Terminations (2,545) (2,545)
Balance at 31 December 2023 2,634 2,634
Additions 756 756
Terminations and adjustments (1,259) (1,259)
Balance at 31 December 2024 2,131 2,131
Accumulated depreciation
At 1 January 2023 (4,010) (4,010)
Depreciation (619) (619)
Terminations 2,545 2,545
Balance at 31 December 2023 (2,084) (2,084)
Depreciation (480) (480)
Terminations and adjustments 1,194 1,194
Balance at 31 December 2024 (1,370) (1,370)
Carrying amounts
At 31 December 2023 550 550
At 31 December 2024 761 761
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 two years.
During the year ended 31 December 2024, additions to property
leases were EUR 0.7m (0.9), while terminations were EUR 1.2m (2.5).
These related to fully terminated contracts as well as derecognition of
contracts with a revised useful life. Lease terms are negotiated on an
individual basis and contain a wide range of different terms and con-
ditions, 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 exten-
sion 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.
Note 19
Investment in associate
During Q4 2023, the group entered into an artificial intelligence joint
venture with Mez and Rize Media AB to develop a generative AI appli-
cation dedicated exclusively to content production for online betting
and casino gaming affiliation. This initiative launched its first mini-
mum viable product (MVP) in February 2024. Details are as follows:
Name
of associate
Principal
activity
Place of incorpora-
tion and principal
place of business
Proportion (%) of owner-
ship interest and voting
rights held by the group
2024 2023
Mez
and Rize
Media AB
Artificial
intelligence
Stockholm,
Sweden 40 50
Following Q4 2024, the group acquired Mez and Rize Media AB in
full with the intention to liquidate it. As a result, the carrying value of
the investment in associate as at 31 December 2024 was adjusted
to reflect the recoverable amount, and an impairment charge of EUR
1.2m was recognised in the statement of comprehensive income.
The above investment in associate 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 Dec 2024 Dec 2023
Share of losses (130) (1)
Note 20
Investment in subsidiaries
EUR ’000
Consideration
for subscribed
capital
Capital
contribu-
tion Total
Year ended 31 December 2023
Opening net book amount 3 261,855 261,858
Closing net book amount 3 261,855 261,858
Year ended 31 December 2024
Opening net book amount 3 261,855 261,858
Addition* 2 - 2
Adjustment** (2) - (2)
Impairment of investment in
subsidiaries – (53,184) (53,184)
Closing net book amount 3 208,671 208,674
* Addition relates to the acquisition of Catena Europe Limited by the parent company
on 7 November 2024, as per the below table.
** Adjustment relates to prior periods when Catena Financial Llimited merged with
Catena Operations Limited on 1 January 2021.
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.
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CATENA MEDIA ANNUAL REPORT 2024 72
SUBSIDIARIES
Country
of incor-
poration
Class of
shares
held
Percentage of ownership
and voting rights held
by the
group
directly by
the company
2024 2023 2024 2023
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 – –
Lineups.com,
Inc. USA
Ordinary
shares 100 100 – –
Catena Europe
Limited Malta
Ordinary
shares 100 100 100 –
Note 21
Trade and other receivables
Group Company
EUR ’000
31 Dec
2024
31 Dec
2023
31 Dec
2024
31 Dec
2023
Non-current
Other receivables – 17, 2 07 – –
Current
Trade receivables 7, 2 07 11,732 – –
Loss allowance on
trade receivables (370) (921) – –
Dividend receivable – – – –
Prepayments and
accrued income 969 1,603 16 16
Other receivables 18,886 16,054 – –
Total current 26,692 28,468 16 16
Total trade and other
receivables 26,692 45,675 16 16
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 (0.04)
percent for North American customers and 0.8 (0.4) 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 adverse impact of EUR 0.3m (0.4), while a
0.5 percent decrease would have a favourable impact of 0.1m (0.1) on
the group’s profit or loss for the year .
Information related to credit risk and impairment allowances is dis-
closed 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
2024
31 Dec
2023
31 Dec
2024
31 Dec
2023
Cash in hand 1 – – –
Cash at bank 8,416 37 ,698 1,782 6,026
Cash held by financial
intermediaries 59 812 – –
8,476 38,510 1,782 6,026
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CATENA MEDIA ANNUAL REPORT 2024 73
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
27 .5m (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. Catena Media’s holding of outstanding bonds had a nominal
value of EUR 6.2m as at the end of the period. The balance in the
corresponding quarter also included a bank term loan which had a
remaining nominal amount of EUR 4.2m and matured in April 2024
and a revolving credit facility of EUR 10.0m. The credit facility was
repaid in full during Q4 2024.
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 per-
cent, with Euribor 3m being subject to a floor of 0 percent. Borrowings
for the company comprised bonds with a nominal value of EUR 27 .5m
(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, follow-
ing 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 liabil-
ity 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 redemp-
tion 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 2023 55,000 – 53,900
Bond buy backs (June 2023) – (12,300) (12,538)
Quarterly revaluations – – 1,498
At 31 December 2023 55,000 (12,300) 42,860
Quaterly revaluations – – 103
Bond prepayment (Feb 2024) (2 7,5 0 0) 6,150 (21,477)
At 31 December 2024 27,500 (6,150) 21,486
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's Mid Cap segment. 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 2023 and 2024 are as follows:
COMPANY
Number of
shares
At 1 January 2023 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
Sixteenth warrant exercise (13 March 2024) 48
Seventeenth warrant exercise (17 May 2024) –
Eighteenth warrant exercise (16 September 2024) 1,020
Balance at 31 December 2024 78,774,442
Details of share capital for the company as at 31 December 2024 are
as follows:
EUR ’000 31 Dec 2024
Authorised share capital
133,333,333 ordinary shares of EUR 0.0015 each 200
Issued and fully paid
78,774,442 ordinary shares of EUR 0.0015 each 118
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
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 8.4m (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
-2.2m (-2.9). 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 .
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CATENA MEDIA ANNUAL REPORT 2024 74
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 2024
resulted in a loss of EUR 0.1m (1.5).
If the estimated price of the bonds increased by 1 percent, the esti-
mated fair value of the bonds would increase by EUR 0.2m. Similarly ,
if the estimated price of the bonds decreased by 1 percent, the esti-
mated fair value of the bonds would decrease by EUR 0.2m.
Borrowings are further analysed as follows:
Group Company
EUR ’000
31 Dec
2024
31 Dec
2023
31 Dec
2024
31 Dec
2023
Non-current
Bond – 21,430 – 21,430
Credit facility – 10,000 – –
Related party loan – – 25,000 25,000
– 31,430 25,000 46,430
Current
Bond 21,486 21,430 21,486 21,430
Bank term loan – 4,167 – –
21,486 25,597 21,486 21,430
Total borrowings 21,486 57,027 46,486 67, 8 6 0
NET DEBT RECONCILIATION
This section sets out an analysis of net debt for each of the periods
presented:
Group Company
EUR ’000
31 Dec
2024
31 Dec
2023
31 Dec
2024
31 Dec
2023
Cash and cash
equivalents (Note 22) 8,476 38,510 1,782 6,026
Interest-bearing liabilities
(nominal amount) (21,350) (56,867) (46,350) (67,70 0)
Net debt (12,874) (18,357) (44,568) (61,674)
Note 25
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 2024
Recognised
in profit and
loss
Released
upon
divestment
Balance
at 31 Dec
2024
Deferred tax
assets
Unremitted earnings
of subsidiary (63) – – (63)
Unutilised tax losses (5,858) (343) – (6,201)
Provision for bad
debts (46) 28 – (18)
Property, plant and
equipment (4) – – (4)
(5,971) (315) – (6,286)
Deferred tax
liability
Intangible assets 6,569 (480) – 6,089
Unrealised
exchange
differences 192 11 – 203
6,761 (469) – 6,292
Net movement from
continuing opera -
tions 790 (784) – 6
Net movement from
discontinuing opera -
tions – – – –
Net Movement 790 (784) – 6
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
Net movement from
continuing opera -
tions 3,053 (2,033) (230) 790
Net movement from
discontinuing opera -
tions 1,317 – (1,317) –
Net Movement 4,370 (2,033) (1,547) 790
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CATENA MEDIA ANNUAL REPORT 2024 75
Note 26
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
2024
31 Dec
2023
31 Dec
2024
31 Dec
2023
Non-current
Other commitments – 2,058 – –
Interest payable on borrowings – – 2,078 891
Total non-current – 2,058 2,078 891
Current
Trade payables 421 1,687 1,115 4,087
Amounts owed to other group
undertakings – – 37,76 6 11,541
Accruals,deferred income, and
other payables 1,205 1,798 15 10
Interest payable on borrowings 116 332 116 260
Current lease liability (Note 18) 385 566 – –
Other commitments – 2,190 – –
Total current 2,127 6,573 39,012 15,898
Total trade and other payables 2,127 8,631 41,090 16,789
In the comparative year , other commitments of EUR 4.2m refer to a
contractual arrangement measured in accordance with the require-
ments of IAS 38, using the financial liability model.
Note 27
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 and comparative years an investment in asso-
ciate was in place with a specialist artificial intelligence partner to
develop a generative AI application dedicated to online betting and
casino gaming affiliation. Further detail is found in Note 19.
The following transactions were carried out with related parties:
Group Company
EUR ’000
31 Dec
2024
31 Dec
2023
31 Dec
2024
31 Dec
2023
Key management
personnel
Directors’ fees 343 375 343 375
Executive management 1,581 1,746 - -
Note 28
Treasury reserve
On 12 July 2023, an extraordinary general meeting approved 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 could be repurchased to the extent that the
company’s holdings of its own shares did not exceed a maximum of
7 ,203,534 shares. On 7 November 2023, the company announced
the completion of the share buyback programme. For both the current
and comparative years, the company holds 3,124,309 or 4.0 percent
of its own shares. At year-end, EUR 6.2m (6.2) was recognised in
equity as treasury reserve.
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CATENA MEDIA ANNUAL REPORT 2024 76
Note 29
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:
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 2023 33,761,013 5,491,294 52,764
Twelfth subscription period set-off 23–Feb–23 4–Mar–23 (6,663,913) 2,985 (926,884) (8,906)
Thirteenth subscription period set-off 18–May–23 27–May–23 (70.550) 2 (13,127) (126)
Fourteenth subscription period set-off 23–Aug–23 1–Sep–23 (3,462) 5 (22) –
Fifteenth subscription period set-off 22–Nov–23 1–Dec–23 (100) 0.2 – –
Balance at 31 December 2023 27,02 2 ,9 8 8 4,551,261 43,732
Sixteenth subscription period set-off 14–Feb–24 23–Feb–24 (48) – (9) –
Seventeenth subscription set-off 8–May–24 17–May–24 – – – –
Eighteenth subscription set-off 15–Aug–24 24–Aug–24 (1,020) 1 (82) (1)
Balance at 31 December 2024 27,021 ,92 0 4,551,170 43,731
AMOUNTS IN EUR ’000
31 Dec
2024
31 Dec
2023
Hybrid capital securities at nominal amount 43,731 43,732
Issuance costs
Advisory costs, including financial, legal and
assurance (2,335) (2,322)
Commission fees to guarantors (6,293) (6,293)
Total issuance costs (8,628) (8,615)
Hybrid capital securities disclosed
as at end of the year 35,103 35,117
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CATENA MEDIA ANNUAL REPORT 2024 77
Note 30
Events after the reporting period
In January 2025, the group fully acquired Mez and Rize Media AB with plans to liquidate the company , which will recoup EUR 0.7m of the original
investment.
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CATENA MEDIA ANNUAL REPORT 2024 78
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 about 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 capi-
tal. Achieving this objective requires decision-making that is effective
and creates value through a clear distribution of roles and areas of
responsibility . The following statements on pages 78 to 94 have not
been audited by the company’s auditor .
The foundation of the corporate governance structure of the com-
pany comprises the Maltese Companies Act (Chapter 386 of the
Laws of Malta), the company’s memorandum and articles of associ-
ation, 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
the company’s corporate governance structure is available on the
company’s website www .catenamedia.com, the 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 com-
mittees, 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 the company . These docu-
ments are reviewed and approved annually by the board of directors.
1. Shareholders6. Auditor
APPOINT
VOTE APPROVES THE PRINCIPLES
FOR APPOINTING
NOMINATION COMMITTEE
FOR NEXT AGM
ELECT
PROPOSAL FOR BOARD AND AUDITOR.
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 2024 79
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 Princi-
ples of Corporate Governance, set out in the Maltese Capital Markets
Rules. However , the Maltese and Swedish codes share a number of
similar or common principles.
The Swedish Corporate Governance Code is based on the prin-
ciple 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 2024, the company
reported no deviations from the code. No separate auditor’s report
on the corporate governance report is required under Maltese reg-
ulations, 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 directors. In accordance with
the company’s articles of association, a director appointment applies
until the end of the first annual general meeting after the year the board
member was appointed, at which the respective director is eligible for
re-election. The directors 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 directors in the company under certain conditions
in accordance with article 58.1 of the company’s articles of associa-
tion. A director’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 member 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 gen-
eral meeting passed with a simple majority of the votes represented
at the general meeting. The company may amend its memorandum
and articles of association 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 res-
olution at a general meeting passed by shareholders having the right
to attend, and holding in aggregate, not less than 75 percent in nomi-
nal 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 enti-
tled 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 2024, the total number of shares and votes
in the company amounted to 78,774,442 with an aggregate nominal
value of EUR 118,161.66. The company had a total of 8,773 known
shareholders at the end of 2024. According to the share register kept
by Euroclear Sweden AB (with changes subsequently made known
to the company), the 10 largest shareholders held approximately 41.3
percent of the total number of shares and votes in the company at the
end of 2024 and the largest shareholder on that date was Investment
AB Öresund, with a participating interest of approximately 7 .2 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 direc-
tors 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 roll-
ing 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 com-
pany 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 estab-
lished 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 author-
isation 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 maxi-
mum periods of 5 years each. The authorisation to the board of direc-
tors 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 .cat-
enamedia.com.
02
General meeting
The general meeting of shareholders is the company’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 may be
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 where strategic decisions are made shall be
held in Malta.
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 Compa-
nies 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
convene an extraordinary general meeting within 21 days of the date
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CATENA MEDIA ANNUAL REPORT 2024 80
approval by a higher percentage of the votes and votes represented
at the general meeting.
2024 ANNUAL GENERAL MEETING
The 2024 annual general meeting took place in St. Julian’s, Malta
on 15 May . Among other things, the 2024 annual general meeting
passed resolutions:
(i) to adopt the company’s consolidated financial statements and
the administration report and audit report;
(ii) not to declare any dividends in respect of the financial year 2023;
(iii) to (re-)elect Øystein Engebretsen, Theodore Bergqvist, Sean
Hurley , Adam Krejcik, Erik Flinck, and Dan Castillo as board
members;
(iv) that remuneration to the board members shall be paid as follows:
EUR 90,000 to the chairman of the board of directors and EUR
40,000 to each of the other directors;
(v) that the company’s committees should receive remuneration as
follows: EUR 12,500 to the chairman and EUR 6,250 to the other
members of the audit committee; and EUR 6,250 to the chairman
and EUR 3,125 to the other members of the remuneration com-
mittee; and EUR 6,250 to the chairman and EUR 3,125 to the
other members of the tech committee;
(vi) to re-elect PricewaterhouseCoopers Malta as the company’s
auditor;
(vii) to approve the nomination committee’s proposal on principles for
appointment of the nomination committee for the 2025 annual
general meeting;
(viii) to approve the remuneration report; and
(ix) to implement the new incentive programme for key persons within
the Catena Media group based on share options or warrants.
Minutes from the 2024 annual general meeting and documents
associated therewith are available on the company’s website, www .
catena media.com.
EXTRAORDINARY GENERAL MEETING
One extraordinary general meeting was held during 2024.
EXTRAORDINARY GENERAL MEETING 17 JUL Y 2024
Share buyback
1. The extraordinary general meeting held on 17 July 2024 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 2025, provided that the author-
isation granted to the company by this resolution shall be for a
maximum period of 18 months from the date hereof;
iii) Shares 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 ,877 ,342 shares
in the company;
iv) Repurchase 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 ,877 ,342 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.
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 of the company’s articles of association states that con-
vening 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 con-
vening notice shall announce the general meeting’s agenda. The con-
vening 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 author-
isation 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 of
the company , every share entitles the holder to one vote and each per-
son 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 external
auditors, remuneration of board members and external auditors, how
the nomination committee is appointed, guidelines for remuneration
of the CEO and the rest of the company’s 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 res-
olutions 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 arti-
cles of association of the company . Resolutions at a general meeting
are usually passed with a simple majority of votes represented at the
meeting. However , in accordance with the Maltese Companies Act
and the company’s articles of association, certain resolutions require
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CATENA MEDIA ANNUAL REPORT 2024 81
2025 ANNUAL GENERAL MEETING
The 2025 annual general meeting will be held at 9:00 am CEST on 21
May 2025 in Malta. The notice convening the annual general meet-
ing will be published through a press release, announced in Dagens
Industri and published on the company’s website, www .catenamedia.
com, together with associated documents.
03
Nomination committee and its work
The 2024 annual general meeting passed a resolution on the prin-
ciples for the appointment of the company’s nomination committee
for the 2025 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 the year prior to the next annual general meeting.
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 nomi-
nation committee. The composition of the nomination committee is
to be announced at least six months before the annual general meet-
ing. 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 nomina-
tion committee is no longer one of the largest owners due to changes
in the owner’s shareholdings or changes in other owners’ sharehold-
ings, the following process shall be followed if the nomination com-
mittee so decides: the member that the shareholder appointed shall
withdraw and be replaced by a new member appointed by the share-
holder who at that time is the largest registered shareholder and has
not already appointed a member of the nomination committee. If the
registered ownership structure otherwise materially changes before
the nomination committee’s assignment has been completed, a fur-
ther change in the composition of the nomination committee shall be
made, if the nomination committee so decides, according to the prin-
ciples 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 composi-
tion, 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 2025 annual
general meeting was published on the company’s website, www .cat-
enamedia.com, and consisted of the following members: Andreas
Jönsson (representing Jesper Ribacka), Andreas Lindberg (repre-
senting Andre Lavold), Jakob Have (representing Nordic Compound
Invest) and Erik Flinck (Chairman of the board of directors of the com-
pany). Andreas Jönsson was appointed as the chairman of the nom-
ination committee.
The nomination committee held four meetings for the 2025 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 and articles of
association, the company’s board of directors shall comprise at least
three and at most seven members. The board of directors currently
consists of six members, being Erik Flinck (Chairman), Adam Krejcik,
Dan Castillo, Sean Hurley , Martin Zetterlund, and Stephen Tay-
lor-Matthews. All directors have been appointed until the end of the
2025 annual general meeting. More information on the board mem-
bers, such as experience, education, other appointments and share-
holdings are available on page 93 of this annual report. At the end of
2024, the board of directors had six male members.
The board of directors is responsible for the company’s organ-
isation 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 approv-
ing 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 oper-
ations, 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 com-
pany’s position, performance, liquidity , financial planning and devel-
opment. It is incumbent on the Chairman of the Board to complete
assignments decided by the general meeting regarding the estab-
lishment 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 Associ-
ation, 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
Six out of six board members are independent in relation to the
company and its management. Six out of six board members are
independent of the company’s major shareholders. With this board
composition, the board of directors of the company complies with the
Swedish Corporate Governance Code’s requirements for independ-
ence of board members, since the majority of the board members are
independent of the company and the company’s management, and
at least two of them are also independent in relation to the company’s
major shareholders. Six board members and all members of group
management have undergone Nasdaq Stockholm’s training regard-
ing stock exchange rules.
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THE BOARD’S WORK IN 2024
The rules of procedure for the board of directors’ states which items
must always be on the agenda at the board’s meetings. In 2024, the
board of directors held 16 minuted meetings. All of the meetings held
during the year followed an agenda that was provided to board mem-
bers ahead of the meeting, together with relevant documentation for
each point on the agenda. The CEO, the CFO and the company’s
Chief Legal and Compliance Officer , in her capacity as the board’s
company 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 the company 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 2024 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 2024 and to the board of direc-
tors in connection with the ordinary board meeting held in December
2024.
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 15 May 2024, in accordance with the proposal
from the nomination committee, it was decided that the remunera-
tion to the board of directors should be EUR 90,000 to the Chairman
of the Board and EUR 40,000 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 12,500 to the chairman of the audit committee and EUR
6,250 to the other members.
• EUR 6,250 to the chairman of the remuneration committee and
EUR 3,125 to the other members.
• EUR 6,250 to the chairman of the tech committee and EUR 3,125
to the other members.
BOARD MEMBER ATTENDANCE AT BOARD AND COMMITTEE MEETINGS 2024 ¹
NAME
Board
meetings
Remuneration
committee
Audit
committee
Tech
committee
Erik Flinck 8/8 2/2 3/3 –
Adam Krejcik 15/16 – 7/7 –
Sean Hurley 15/16 – 3/3 –
Dan Castillo 8/8 – – 2/2
Stephen Taylor-Matthews² 2/2 – – 1/1
Martin Zetterlund³ 2/2 – – 1/1
Göran Blomberg 8/8 3/3 4/4 –
Theodore Bergqvist⁴ 12/12 – – 2/2
Øystein Engebretsen⁵ 14/14 5/5 – 2/2
Austin Malcomb 7/8 – 4/4 –
Esther Teixeira Boucher 6/8 – – –
1 Attendance numbers are in relation to meetings prior to resignation and/or after appointment.
2 Appointed 20 November 2024.
3 Appointed 4 December 2024.
4 Resigned 18 September 2024.
5 Resigned 20 November 2024.
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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 2024 the audit committee consisted of Erik Flinck (chair-
man), Adam Krejcik and Sean Hurley .1
Among other things, the audit committee shall fulfil the following
tasks:
(i) Monitoring the company’s financial reporting and submitting
recommendations and proposals to ensure the reliability of the
reporting.
(ii) Annually monitoring risks and risk management with regard to the
financial reporting, including monitoring the efficiency of the com-
pany’s internal control and evaluating the routines for accounting
and reporting to enable reliable financial reporting.
(iii) Keeping informed of the audit of the annual report and the con-
solidated 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.
(iv) Informing the board of directors of the results of the audit and the
manner in which the audit contributed to the reliability of the finan-
cial reporting, and what function the committee had.
(v) Identifying and evaluating risks in operations and reviewing how
management handles them.
(vi) Reviewing and monitoring the auditor’s impartiality and inde-
pendence and paying particular attention to whether the auditor
provides services other than auditing to the company .
(vii) Assisting in the preparation of proposals for the general meeting’s
resolutions regarding election of auditors.
1 Göran Blomberg and Austin Malcom were members of the audit committee until
May 2024.
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 2024.
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 2024, the remu-
neration committee consisted of Erik Flinck and Øystein Engebretsen,
who was succeeded by Martin Zetterlund in December 2024.2
Among other things, the remuneration committee shall fulfil the
following tasks:
(i) Preparing the board of directors' decisions in matters concern-
ing principles of remuneration, compensation and other terms of
employment for the company’s management.
(ii) Monitoring and evaluating ongoing programmes and pro-
grammes concluded during the year for variable remuneration for
the company’s management.
(iii) 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 lev-
els 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.
2 Göran Blomberg resigned in May 2024.
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 2024, the tech committee con-
sisted of Theodore Bergqvist (chairman) (until 17 September 2024),
Dan Castillo (until December 2024), Øystein Engebretsen (until
20 November 2024), Stephen Taylor-Matthews (Chairman) (since
December 2024), and Martin Zetterlund (since December 2024).
The main responsibilities of the tech committee are to:
(i) 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;
(ii) Report to the board of directors the activities of the tech commit-
tee at appropriate times and as otherwise requested by the Chair-
man of the board of directors; and
(iii) 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 company’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 tech committee’s meeting minutes are archived and available
to all board members. According to its established formal work plan,
the tech 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 2024.
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06
Auditors
The annual general meeting elects the company’s auditors. At the
annual general meeting on 15 May 2024, PricewaterhouseCoopers
Malta was re-elected as the company’s auditors for the time until the
2025 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 2024 annual general
meeting, be payable in accordance with approved invoices.
The audit committee has organised a public tendering process
for the selection of the company’s auditor and has prepared its rec-
ommendations for the election of the auditor in accordance with the
EU Audit Regulation (EU) No. 537/2014 (the “ Audit Regulation”). In
accordance with article 16(2) of the Audit Regulation, the audit com-
mittee submitted its recommendation to the board of directors regard-
ing the appointment of the audit firm. The board of directors proposes
that KPMG Malta (registration number AB/26/84/12) be appointed as
the company’s statutory auditor for the financial year 2025. This pro-
posal will be taken to approval at the annual general meeting.
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 directors’ 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 July 2024, Manuel Stan 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 2024, the executive management team consisted of Manuel
Stan (CEO) (from 1 July 2024), Mike Gerrow (CFO) (from 15 April
2024), Pierre Cadena (COO) (from 1 July 2024), Edward Midolo
(CTO) (from 1 April 2024), and Jan Tjernell (General Counsel) (until
30 November 2024). For further information on executive manage-
ment’s education, professional experience and holdings in the com-
pany , please refer to page 94 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 execu-
tives in the company . The guidelines will apply until the 2026 annual
general meeting. The guidelines, which specifically regulate the com-
pensation and conditions of employment of the CEO and other mem-
bers of the executive management team (currently six persons), are
designed to ensure that the company is in a position to recruit and
retain executives with the right sets of skills. To this end, the guidelines
provide that the remuneration of the CEO and the other members of
executive management include a fixed salary as well as possible var-
iable 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 com-
ponent 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 remuner-
ation is to be paid out.
CEO’s variable remuneration – the guidelines cap the CEO’s var-
iable 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 4 months’ salary as severance pay .
Variable remuneration of other members of group executive man-
agement – the variable remuneration of other members of group exec-
utive 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 3-4 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 pro-
grammes for group management from time to time. The board of
directors may deviate from the guidelines in individual cases and spe-
cial 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 rele-
vant 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 respon-
sible for monitoring, following up and reporting changes in the group’s
exposure to identified risks.
Group management reports identified risks to the audit commit-
tee. Through the audit committee, the board of directors evaluates
the group’s risk management system and related procedures, includ-
ing 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 signifi-
cantly 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 direc -
tors of Catena Media. This means ensuring with reasonable certainty that the company’s business is carried out cor -
rectly 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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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 employ-
ees and others affected in the group of the applicable laws and regula-
tions 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 (IR) function is led and moni-
tored by the company’s CFO. The main tasks of the IR function are
to support the CEO and the senior executives in relation to commu-
nication 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 exter-
nal 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 compliance 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 meeting 2022 (the
“remuneration guidelines”) have been implemented in 2024. The
remuneration guidelines can be found on the company's website,
(www .catenamedia.com/corporate-governance/board-of-directors/
remuneration/).
This remuneration report provides details on the remuneration of
the company’s CEO as well as the company’s board of directors. In
addition, the report contains a summary of the company’s outstand-
ing 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
65 in the company’s annual report for 2024 (the “2024 annual report”).
Information on the work of the remuneration committee in 2024 is
set out in the corporate governance report, which is available on page
78 in the 2024 annual report.
This remuneration report shall be subject to an advisory vote at
the company’s annual general meeting 2025. The company notes
that the remuneration report concerning the remuneration paid in
Remuneration report 2024
2023 which was voted on at the annual general meeting 2024 ("2024
AGM") was unanimously approved at the meeting.
The company's auditors have reported on this remuneration report
in line with the requirements of Chapter 12 of the Maltese Capital Mar-
kets Rules incluiding Appendix 12.1.
KEY DEVELOPMENTS 2024
Information about the general performance of the company during the
financial year 2024 is described in the CEO statement on page 5 in the
2024 annual report.
Overview of the application of the remuneration guidelines in
2024
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 the company's website www .catenamedia.com/corpo-
rate-governance/board-of-directors/remuneration/ and a summary
can be found on page 89 in the 2024 annual report. No deviations
from the guidelines have been decided and no derogations from the
procedure for implementation 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 remu-
neration guidelines.
Table 1 below sets out total remuneration paid and/or awarded to
each member of the board of directors and the CEO during 2024.
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CATENA MEDIA ANNUAL REPORT 2024 88
1) Sum of Columns 1-4.
2) This cost comprises of share-based remuneration for outstanding options granted to the individual as at 2024. Such options have not been vested or exercised yet, but are accounted for as a cost in the company’s books.
3) Resigned 26 February 2024.
4) Held the position of interim CEO from 26 February 2024 to 30 June 2024.
5) Assumed the role of CEO effective 1 July 2024.
6) Resigned 15 May 2024.
7) Resigned 2 December 2024.
8) Appointed 5 December 2024.
9) Resigned 17 September 2024.
10) Appointed 2 December 2024.
11) Appointed 15 May 2024.
TABLE 1 – TOTAL REMUNERATION OF THE BOARD OF DIRECTORS AND THE CEO (EUR)
1
FIXED REMUNERATION
2
VARIABLE REMUNERATION 3 4 5 6 7
COMPANY NAME AND,
POSITION
(START/END)
FINANCIAL
YEAR
BASE SALARY OTHER
BENEFITS
ONE-YEAR
VARIABLE
MULTI-YEAR
VARIABLE
EXTRA-
ORDINARY
ITEMS
PENSION
EXPENSE
TOTAL
REMUNERATION 1
PROPORTION OF
FIXED AND VARIABLE
REMUNERATION
SHARE-BASED
REMUNERATION 2
Catena Media US inc Michael Daly 3) (CEO) 2024 126,331 220 - - - - 126,551 100% Fixed 23,201
Catena Media US inc Pierre Cadena 4)
(Interim CEO)
2024 155,073 297 - - - - 155,370 100% Fixed 1,539
Catena Media US inc Manuel Stan 5)
(CEO)
2024 229,665 955 - - - 5,443 236,063 100% Fixed 7,0 8 4
Catena Media plc Göran Blomberg 6)
(Director)
2024 42,519 - - - - - 42,519 100% Fixed -
Catena Media plc Øystein Engebretsen 7)
(Director)
2024 41,679 - - - - - 41,679 100% Fixed -
Catena Media plc Martin Zetterlund 8)
(Director)
2024 3,481 - - - - - 3,481 100% Fixed -
Catena Media plc Theodore Bergqvist 9)
(Director)
2024 33,615 - - - - - 33,615 100% Fixed -
Catena Media plc Adam Krejcik
(Director)
2024 46,897 - - - - - 46,897 100% Fixed -
Catena Media plc Austin Malcomb 6)
(Director)
2024 20,544 - - - - - 20,544 100% Fixed -
Catena Media plc Esther Teixiera 6)
(Director)
2024 16,810 - - - - - 16,810 100% Fixed -
Catena Media plc Stephen Taylor
M a t t h e w s10) (Director)
2024 3,854 - - - - - 3,854 100% Fixed -
Catena Media plc Sean Hurley
(Director)
2024 44,492 - - - - - 44,492 100% Fixed -
Catena Media plc Dan Castillo 11)
(Director)
2024 25,464 - - - - - 25,464 100% Fixed -
Catena Media plc Erik Flinck 11)
(Director)
2024 63,438 - - - - - 63,438 100% Fixed -
Total 853,862 1,472 5,443 860,777 31,824
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INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
CATENA MEDIA ANNUAL REPORT 2024 89
SHARE-BASED REMUNERATION
Outstanding and completed share and share-price related
incentive programs
During the years 2021–2024, 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 programme is subject to cus-
tomary 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, (www .cat-
enamedia.com/corporate-governance/general-meeting/).
Incentive programme 2024
The 2024 annual general meeting resolved to adopt a new incentive
programme in accordance with proposals from the board of directors
(the ”2024 programme”). The 2024 programme comprises two series
(share options and warrants) and has a vesting period of three years
from the allocation date.
The 2024 programme was launched during June 2024 and
comprises not more than 25 participants and in total not more than
1,500,000 share options and warrants, corresponding to a dilution of
not more than approximately 2.0 percent of the company's shares.
The subscription price for the shares is SEK 7 , 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 war-
rants. The final number of share options or warrants which each par-
ticipant is entitled to exercise also depends on the degree of fulfilment
of certain performance targets.
Incentive programme 2023
The 2023 AGM resolved to adopt a new incentive programme in
accordance with proposals from the board of directors (the ”2023
programme”). The programme comprises two series (share options
and warrants) and has a vesting period of three years from the allo-
cation 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 perfor-
mance, a maximum of 886,012 share options and warrants will be
exercisable, corresponding to a dilution of not more than approxi-
mately 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 war-
rants. The final number of share options or warrants each participant
shall be entitled to exercise depends on the degree of fulfilment of cer-
tain performance targets.
Incentive programme 2022
The 2022 AGM resolved to adopt a new incentive programme in
accordance with proposals from the board of directors (the ”2022
programme”). The programme comprises two series (share options
and warrants) and has a vesting period of three years from the allo-
cation 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 perfor-
mance, a maximum of 397 ,646 share options and warrants will be
exercisable, corresponding to a dilution of not more than approxi-
mately 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 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 war-
rants. The final number of share options or warrants each participant
shall be entitled to exercise depends on the degree of fulfilment of cer-
tain performance targets.
Table 2 below provides an explanation of the number of share
options granted and/or awarded to the CEO, and the main conditions
for the exercise of the options including the exercise price and date.
COMPLIANCE WITH THE REMUNERATION GUIDELINES
AND CONTRIBUTION TO THE LONG-TERM PERFORMANCE
OF THE COMPANY
A prerequisite for the successful implementation of the company’s
business strategy and safeguarding of its long-term interests, includ-
ing its sustainability , is that the company is able to recruit and retain
qualified personnel. To this end, it is necessary that the company
offers competitive remuneration. Catena Media’s remuneration guide-
lines enable the company to offer its senior executives a competitive
total remuneration. Total remuneration of the CEO during 2024 has
complied with the company’s remuneration guidelines. Thus, there
were no deviations from the guidelines and no derogations from the
procedure for implementation of the guidelines.
In accordance with the remuneration guidelines (as adopted at
the 2022 AGM), the variable remuneration shall be linked to predeter-
mined and measurable criteria which can be financial or nonfinancial,
to be determined by the remuneration committee from time to time.
These criteria shall be individualised, may be quantitative or qualita-
tive, and shall be designed so as to contribute to the company's busi-
ness strategy and long-term interests, including sustainability and the
senior executive's long-term development.
The remuneration committee has the authority to determine
whether variable remuneration paid by the company will be subject to
any deferral periods and whether to reclaim any such remuneration.
None of the variable remuneration paid out by the company during
2023 has been subject to the possibility of the company reclaiming it.
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INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
CATENA MEDIA ANNUAL REPORT 2024 90
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
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 12
Manuel
Stan
(CEO)
Share option
(company)
programme
2024
2024-2027 07/06/2024 07/06/2027 N/A 07/06/2027-
07/12/2027
7.0 0 - 400,000 - 400,000 400,000 N/A
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 - (143,123) 96,877 96,877 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 - (114,383) 135,617 135,617 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) - - N/A
TOTAL 890,000 400,000 (657,506) 632,494 632,494 N/A
12) 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 2024 91
APPLICATION OF PERFORMANCE CRITERIA
The performance measures for the CEO’s variable remuneration have
been established to deliver the company’s strategy and to encour-
age 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 2024 have been
taken into account. The non-financial performance measures further
contribute to alignment with sustainability as well as the company val-
ues.
Set out in table 3 is a description of how the criteria for payment of
variable short- and long-term compensation have been applied dur-
ing 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
Manuel Stan
(CEO)
The CEO is eligible for an annual bonus of up to
100 percent of his base salary for each calendar
year. Terms and conditions for the bonus are
determined by the board on an annual basis.
N/A None achieved.
TOTAL EUR 0
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INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
CATENA MEDIA ANNUAL REPORT 2024 92
COMPARATIVE INFORMATION ON THE CHANGE OF REMUNERATION AND COMPANY PERFORMANCE
FINANCIAL YEAR 2022 2023 2024
EUR EUR EUR
CEO remuneration 25 881,956 757,78 4 517,9 8 4
Göran Blomberg (Chairman of the Board)13 104,833 106,500 42,519
Erik Flinck (Chairman of the Board) 14 - - 63,438
Øystein Engebretsen (Director) 15 47, 2 7 1 48,000 41,679
Per Widerström (Director) 16 47, 2 7 1 28,923 -
Theodore Bergqvist (Director) 17 47, 2 7 1 48,000 33,615
Adam Krejcik (Director) 47, 2 7 1 48,000 46,897
Austin Malcomb (Director) 18 47, 2 7 1 48,000 20,544
Esther Teixiera (Director) 19 44,073 44,750 16,810
Sean Hurley 20 - 3,458 44,492
Dan Castillo (Director) 21 - - 25,464
Martin Zetterlund (Director) 22 - - 3,481
Stephen Taylor Matthews (Director) 23 - - 3,854
Group EBITDA 44,125,228 33,875,438 -523,441
Average remuneration on a full time equivalent
basis of employees* of the group** 24
* 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.
65,572 79,287 94,934
13) Göran Blomberg resigned from his position as chairman of the board of directors on 15 May 2024.
14) Erik Flinck was appointed as a new board member on 15 May 2024 when he took the position as chairman of the board of directors.
15) Øystein Engebretsen resigned on 20 November 2024.
16) Per Widerström resigned on 7 August 2023.
17) Theodore Bergqvist resigned on 17 September 2024.
18) Austin Malcomb resigned on 15 May 2024.
19) Esther Teixeira resigned on 15 May 2024.
20) Sean Hurlay was appointed as a new board member on 6 December 2023.
21) Dan Castillo was appointed as a new board member on 15 May 2024.
22) Martin Zetturlund was appointed as a new board member on 5 December 2024.
23) Stephen Taylor Matthews was appointed as a new board member on 2 December 2024.
24) Information on the total remuneration (including salary and other remuneration) to the employees can be found on page 61 in the 2024 annual report.
25) The figure is comprised of (i) EUR 126,551 being the remuneration paid to Michael Daly , (ii) EUR 155,370 being the remuneration paid to Pierre Cadena as interim-CEO and (iii) EUR
236,063 being the remuneration paid to Manuel Stan.
OTHER INFORMATION ON REMUNERATION IN TERMS OF APPENDIX 12.1 OF THE CAPITAL
MARKET RULES
2022 2023 2024 Change Change
EUR EUR EUR
2023
vs
2022
2024
vs
2023
CEO remuneration 881,856 75 7,78 4 517,9 8 4 -14% -32%
Employee remuneration
(excluding CEO and directors) 31,081,222 25,926,789 20,885,418 -17% -19%
Annual aggregate employee
remuneration 31,963,078 26,684,573 21,403,402 -17% -20%
Average employee remuneration
(excluding CEO and directors) 65,572 79,287 94,934 21% 20%
Group EBITDA
(including discontinued operations) 44,125,228 33,875,438 -523,441 -23% -102%
===== SIDA 93 =====
INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
CATENA MEDIA ANNUAL REPORT 2024 93
ERIK
FLINCK
DAN
CASTILLO
SEAN
HURLEY
ADAM
KREJCIK
MARTIN
ZETTERLUND
STEPHEN
TAYLOR-MATTHEWS
Chairman since 15 May
2024.
Director since 15 May 2024. Director since
6 December 2023.
Director since
15 May 2020.
Director since
4 December 2024.
Director since
20 November 2024.
Born 1980 1980 1987 1981 1975 1981
Education MSc in Industrial Engineering
and Management, Royal Insti-
tute of Technology Stockholm;
MSc in Business and Adminis-
tration, Stockholm University
School of Business.
Studies in Economics and Politi-
cal Science, Linköping Univer-
sity; studies in Entrepreneurship,
Harvard Business School.
BSc in Accounting and Finance,
University of Birmingham.
BA in Economics from University
of California Santa Barbara.
– –
Other
assignments
Board chairman at Dr Hud. Director of Quartr .com,
Sharespine AB and Mälar-
stranden Bostäder .
Advisor at Courtside Ventures;
advisor and angel investor in the
US gaming sector .
Co-founder and partner at Eilers &
Krejcik Gaming; partner at EKG
Ventures, early-stage private
investments in gaming and tech-
nology companies.
Investor and advisor in cyberse-
curity and technology ventures.
Founder of Polynate, an AI
sports analytics company , and
advisor at Gameplai.
Work
experience
Managing director at BCG Swe-
den, head of global strategy and
M&A at Sandvik AB.
Entrepreneur who has started,
invested and exited several com-
panies mainly in the IT sector .
Co-founder of American Affiliate;
head of sportsbook at Draft-
kings; head of commercial at
Amelco.
Two years at Bank of America in
equity research, six years at Roth
Capital Partner in equity research.
Last eight years co-founder and
partner at Eilers & Krejcik Gaming,
a boutique research and consult-
ing firm focused on the digital gam-
ing industry .
Co-founder and CEO of Sentor
Managed Security Services.
Founder and CEO Scrapesentry;
SVP advanced projects at Distil
Networks; managing director
Accenture.
Founder of GoatGaming; gen-
eral manager at Underdog Fan-
tasy; product director Perform
Group.
Own and
closely associ-
ated holdings:
432,524 shares, 200,000 call
options and 5,898 capital securi-
ties (CATME H01).
40,000 shares and 5,632 capital
securities (CATME H01).
41,835 shares. 30,625 shares. 526,802 shares held privately
and 900,478 shares held
through a holding company .
–
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.
Independent of the company , its
senior management and the
company’s major shareholders
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
Board of
directors
===== SIDA 94 =====
INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
CATENA MEDIA ANNUAL REPORT 2024 94
MANUEL
STAN
MICHAEL
GERROW
PIERRE
CADENA
EDWARD
MIDOLO
LIV
BIESEMANS
Hired 1 July 2024.
Chief Executive Officer
(CEO).
Hired 26 April 2020.
Chief Financial Officer
(CFO).
Hired 1 November 2023.
Chief Operating Officer
(COO) .
Hired 1 October 2018.
Chief Technology Officer
(CTO).
Hired 1 January 2025.
Chief Legal and
Compliance Officer (CLCO).
Born 1984 1986 1975 1984 1963
Other
assignments
– – Board of Advisors – Gaud-Ham-
mer Gaming Group.
– –
Previous assign-
ments
Two decades in the online gam-
bling industry , including over 16
years at Kindred Group as head
of digital marketing, marketing
director and SVP North America
More than 15 years of business
experience, including head of
financial planning and analysis
and VP finance at Catena Media;
controller at Medusa Medical
Technologies (now part of ESO);
finance director/partner at Mal-
ta-based independent marketing
agency Hangar
US committee chair and board
member at Raketech; senior vice
president, revenue & strategy at
Fox Entertainment/TMZ; senior
vice president, strategy & corpo-
rate development at WarnerMe-
dia/Crunchyroll; vice president,
strategy & corporate develop-
ment at Caesars Entertainment.
More than 15 years of industry
experience, including Head of
Technical Operations, Group
Head of Central Technology and
VP of Systems Technology at
Catena Media; senior systems
engineer , systems architect and
manager application services
(Europe) at CCBill; infrastructure
engineer at Gamesys Network
Ltd
More than 15 years of experi-
ence in the online gambling
industry , first in private practice
and subsequently as group head
of legal and group deputy gen-
eral counsel at Kindred Group
Plc overseeing both European
and North American operations
Education BSc International Business and
Economics, Bucharest Univer-
sity of Economic Studies; Exec-
utive Management Programme
Diploma, Yale School of Man-
agement
BCom, Dalhousie University
(Canada); Chartered Profes-
sional Accountant from CPA
Canada; Member of Association
of Chartered Certified Account-
ants (UK)
MBA, Kenan-Flagler Business
School at University of North
Carolina, Chapel Hill; BS in
Commerce, McIntire School of
Commerce at University of Vir-
ginia
National Diploma in ICT (Infra-
structure), Malta College of Arts,
Science and Technology
Master of Law , Catholic Univer-
sity Leuven (Belgium); LLM in
Intellectual Property and EU
Competition Law , Liege Univer-
sity (Belgium); LLM in U.S. Law ,
George Mason University
Antonin Scalia Law School
Own and closely
associated hold-
ings
187 ,947 shares and 400,000
share options/warrants
380,000 share options/warrants 62,000 shares and 370,000
share options/warrants.
39,697 shares and 310,000
share options.
50,000 share options
Executive
Management
===== SIDA 95 =====
INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
CATENA MEDIA ANNUAL REPORT 2024 95
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Independence
We are independent of the Group and the Parent Company in accordance
with the International Code of Ethics for Professional Accountants (including
International Independence Standards) issued by the International Ethics
Standards Board for Accountants (IESBA Code) together with the ethical
requirements of the Accountancy Profession (Code of Ethics for Warrant
Holders) Directive issued in terms of the Accountancy Profession Act (Cap.
281) that are relevant to our audit of the financial statements in Malta. We
have fulfilled our other ethical responsibilities in accordance with these
Codes.
To the best of our knowledge and belief, we declare that non-audit
services that we have provided to the parent company and its subsidiaries
are in accordance with the applicable law and regulations in Malta and that
we have not provided non-audit services that are prohibited under Article
18A of the Accountancy Profession Act (Cap. 281).
The non-audit services that we have provided to the parent company
and its subsidiaries, in the period from 1 January 2024 to 31 December
2024, are disclosed in note 10 to the financial statements.
Our audit approach
Overview
As part of designing our audit, we determined materiality and assessed the
risks of material misstatement in the financial statements. In particular , we
considered where the directors made subjective judgements; for example,
in respect of significant accounting estimates that involved making
assumptions and considering future events that are inherently uncertain.
As in all of our audits, we also addressed the risk of management override of
internal controls, including among other matters, consideration of whether
there was evidence of bias that represented a risk of material misstatement
due to fraud.
Report on the audit of the financial
statements
Our opinion
In our opinion:
• The Group financial statements and the Parent Company financial
statements (the “financial statements”) of Catena Media plc give a true
and fair view of the Group and the Parent Company’s financial position
as at 31 December 2024, and of their financial performance and cash
flows for the year then ended in accordance with International Financial
Reporting Standards (‘IFRSs’) as adopted by the EU; and
• The financial statements have been prepared in accordance with the
requirements of the Maltese Companies Act (Cap. 386).
Our opinion is consistent with our additional report to the Audit Committee.
What we have audited
Catena Media plc’s financial statements comprise:
• the Consolidated and Parent Company statements of comprehensive
income for the year ended 31 December 2024;
• the Consolidated and Parent Company statements of financial position
as at 31 December 2024;
• the Consolidated and Parent Company statements of changes in equity
for the year then ended;
• the Consolidated and Parent Company statements of cash flows for the
year then ended; and
• the notes to the financial statements, comprising material accounting
policy information and other explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on
Auditing (ISAs). Our responsibilities under those standards are further de-
scribed in the Auditor’s Responsibilities for the Audit of the Financial State-
ments section of our report.
To the Shareholders of Catena Media plc
Independent
auditor’s report
Materiality
The scope of our audit was influenced by our application of materiality. An
audit is designed to obtain reasonable assurance whether the financial
statements are free from material misstatement. Misstatements may
arise due to fraud or error. They are considered material if individually or in
aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of the financial statements.
Based on our professional judgement, we determined certain
quantitative thresholds for materiality, including the overall group
materiality for the financial statements as a whole as set out in the table
below. These, together with qualitative considerations, helped us to
determine the scope of our audit and the nature, timing and extent of
our audit procedures and to evaluate the effect of misstatements, both
individually and in aggregate on the financial statements as a whole.
Overall group materiality €496,000
How we determined it Approximately 1% of revenue
Rationale for the
materiality benchmark
applied
We chose revenue because, in our view,
it is a benchmark against which the per -
formance of the Group is most com -
monly measured by users and is a gen -
erally accepted benchmark. We chose
1%, which is within a range of quantita -
tive materiality thresholds that is con -
sid-ered to be acceptable.
We agreed with the Audit Committee that we would report to them
misstatements identified during our audit above €49,000 as well as
misstatements below that amount that, in our view , warranted reporting for
qualitative reasons.
Key audit matters
Key audit matters are those matters that, in our professional judgement,
were of most significance in our audit of the financial statements of the
current period. These matters were addressed in the context of our audit
of the financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
• Overall group materiality: €496,000, which repre -
sents approximately 1% of revenue.
• All audit work was conducted by the group auditor
located in Malta, given that the Group’s accounting
processes are primarily centralised at its head of -
fice in Malta.
• Impairment Assessment – Other Intangible As -
sets
Materiality
Group
scoping
Key audit
matters
===== SIDA 96 =====