Årsredovisning 2025

INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
CATENA MEDIA ANNUAL REPORT 2025 57
IMPAIRMENT OF NON-FINANCIAL ASSETS
Non-financial assets with indefinite useful lives are reviewed at each 
reporting date to determine whether there is any impairment. The 
carrying amounts of the group’s non-financial assets with finite useful 
lives, including investment in subsidiaries at the company  level, are 
reviewed for impairment indicators on an annual basis. The asset’s 
recoverable amount is estimated annually for intangible assets with 
indefinite useful lives and is also estimated for all non-financial assets 
if an indication of impairment exists. 
For impairment testing, assets are grouped into the smallest group 
of assets which generates cash inflows from continuing use that are 
largely independent of the cash inflows of other assets or cash-gen-
erating units (CGUs). 
The recoverable amount of an asset or CGU is the greater of its 
value-in-use and its fair value, less costs of disposal. Value-in-use is 
based on the estimated future cash flows, discounted to their pres-
ent value using a pre-tax discount rate that reflects current market 
assessments of the time value of money and the risks specific to the 
asset or CGU. 
An impairment loss is recognised if the carrying amount of an 
asset or its CGU exceeds its estimated recoverable amount. Impair-
ment losses are recognised in profit or loss.
An impairment loss is reversed only to the extent that the asset’s 
carrying amount does not exceed the carrying amount that would 
have been determined, net of depreciation or amortisation, if no 
impairment loss had been recognised.
FINANCIAL ASSETS AND FINANCIAL LIABILITIES 
Recognition, derecognition and offsetting
The group recognises a financial asset when it becomes a party to the 
contractual provisions of the instrument. 
The group derecognises a financial asset when the contractual 
right to the cash flows from the asset expire, or it transfers the rights to 
receive the contractual cash flows on the financial asset in a transac-
tion in which substantially all the risks and rewards of ownership of the 
financial asset are transferred, or it neither transfers nor retains sub-
stantially all the risks and rewards of ownership and does not retain 
control over the transferred asset. 
The group recognises a financial liability in its statement of finan-
cial position when it becomes a party to the contractual provisions of 
the instrument. 
Debt securities issued by the company have been designated by 
management as a financial liability at fair value through profit or loss. 
The fair value designation, once made, is irrevocable. 
The group derecognises a financial liability when its contractual 
obligations are discharged, cancelled or expire. If payments of the 
amounts are expected within one year or less, they are classified as 
current liabilities. If not, they are presented as non-current liabilities. 
Financial assets and financial liabilities are offset and the net 
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 determines the classification of financial assets 
based on the business model within which they are held, 
assessed at a portfolio level as this reflects how the assets are 
managed and how information is reported to management. 
The group’s primary business model for financial assets is to hold 
them in order to collect contractual cash flows. Accordingly , trade 
receivables arising from affiliate marketing activities and cash bal-
ances are managed with the objective of collecting contractual 
amounts due and maintaining sufficient liquidity to support operations. 
The assessment considers the group’s stated policies and objectives 
for managing financial assets, the risks affecting performance, and 
how those risks are managed in practice. Financial assets are not 
held for trading purposes.
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).
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 loss allowances. 
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. An 
investment normally qualifies as a cash equivalent only when it has 
a short maturity of three months or less from the date of acquisition.

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INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
CATENA MEDIA ANNUAL REPORT 2025 58
Impairment 
The group recognises loss allowances for expected credit losses 
(ECLs) on financial assets measured at amortised cost and debt 
investments not measured at FVTPL. 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 90 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 
understood 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.
ECL measurement
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.

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INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
CATENA MEDIA ANNUAL REPORT 2025 59
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, plus any initial direct costs incurred and an 
estimate of costs to dismantle and remove the underlying asset or to 
restore the underlying asset or the site on which it is located, less any 
lease incentives. The right-of-use asset is subsequently depreciated 
using the straight-line method from the commencement date to the 
earlier of the end of the useful life of the right-of-use asset or the end of 
the lease term. The right-of-use asset is periodically adjusted for cer-
tain 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 incremen-
tal borrowing rate. The lease liability is measured at amortised cost 
using the effective interest method. It is remeasured when there is a 
change in future lease payments arising from a change in an index or 
rate, or if the group changes its assessment of whether it will exercise 
a purchase, extension or termination option.
SHARE CAPITAL
Ordinary shares are classified as equity . Incremental costs directly 
attributable to the issue of ordinary shares are recognised as a deduc-
tion from equity , net of any tax effects.
TREASURY RESERVE
Treasury reserve relates to shares bought back by the company . The 
consideration paid, including any directly attributable incremental 
costs, is deducted from equity attributable to the owners and allo-
cated to a treasury reserve until the shares are cancelled or reissued. 
Where such ordinary shares are subsequently reissued, any consider-
ation received, net of any directly attributable incremental transaction 
costs, is included in equity attributable to the owners of the company .
DIVIDENDS DECLARED
Final dividends are recognised when approved by the company’s 
shareholders, and interim dividends are recognised when declared 
by the directors. A liability is recognised for the amount of any divi-
dend declared, being appropriately authorised and no longer at the 
discretion 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.

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CATENA MEDIA ANNUAL REPORT 2025 60
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 are 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 upon interest payment date. Conse-
quently , interest payments do not have any effect on profit or loss for 
the year . On redemption of the hybrid capital security , the payment 
will be recognised in equity , applying the same principles used when 
the hybrid capital security was issued. This means that the difference 
between the payment on redemption and the net proceeds received 
on issue is recognised directly in equity . During a subscription period, 
warrant holders are entitled to pay for the subscribed shares by set-
ting off all of the notional amount, including any deferred interest due 
to the holder by the company under the hybrid capital securities cor-
responding 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 , is 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 
2025
31 Dec 
2024
31 Dec 
2025
31 Dec 
2024
Financial assets measured at 
amortised cost
Trade and other receivables 
(Note 20) 11,923 26,692 17 16
Cash and cash equivalents 
(Note 21) 9,317 8,476 454 1,782
21,240 35,168 471 1,798
Prepayments and other 
receivables not subject to risk (848) (1,090) (17) (16)
Net amounts exposed to 
credit risk 20,392 34,078 454 1,782
This table provides information about the exposure to credit risk from individual 
customers as at 31 December 2025. 
EUR'000
Gross Carrying 
Amount
Loss  
Allowance
Weighted Aver-
age Loss Rate
At 31 December 2025
Not Due 5,495 91 2%
1–30 days 3,510 98 3%
31–60 days 1,549 37 2%
61–90 days 512 138 27%
11,066 364
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-

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CATENA MEDIA ANNUAL REPORT 2025 61
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 judgement 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 2025, there was minimal vari-
ation in the loss allowance. Management will continue to monitor the 
adequacy of this loss allowance on an ongoing basis and will continue 
to review the assessment of expected loss default rates applied in the 
model as the judgement is highly subjective.
Receivables for which an impairment provision was recognised 
are written off against the provision when there is no expectation of 
recovering additional cash. Impairment losses are recognised in profit 
or loss within other operating expenses. Subsequent recoveries of 
amounts previously written off are credited against other operating 
expenses. For further information refer to Note 20.
Cash and cash equivalents are held with a lead local financial insti-
tution and other financial institutions based outside Malta.
Credit ratings of financial institutions based on the international 
rating agency Fitch are as follows:
Carrying amounts
Credit rating  
EUR ’000
31 Dec 
2025
31 Dec 
2024
AA- 1,279 2,288
A+ 7,51 8 4,660
A – 770
BBB 229 –
BBB- – 306
9,026 8,024
Due to the nature of the group’s operations, a small number of receiv-
able 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 trivial at year-end (and the comparative period).
Deposits are spread across financial institutions and this reduces 
dependency on one financial institution as well as simultaneously mit-
igating country risk. Credit risk from cash held with financial institu-
tions 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. On 31 Decem-
ber 2025 and 31 December 2024, cash and short-term deposits were 
held with several financial institutions with good credit ratings, as 
set out in the above table. Management considers the probability of 
default to be close to zero and as a result of this, no loss has been 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, insofar as is 
possible, that the group and the company will always have sufficient 
liquidity to meet their liabilities when due, under both normal and 
stressed conditions, without incurring unacceptable losses or risking 
damage to the reputations of the group or the company . Management 
also monitors rolling forecasts for the liquidity assets of the group 
and the company , which consist of cash and cash equivalents, on the 
basis of expected cash flows. 
The table below analyses the group’s financial liabilities into relevant 
maturity groupings based on the remaining term at the end of the 
reporting period to the contractual maturity date. The amounts dis-
closed in the table are the contractual undiscounted cash flows. Bal-
ances due within 12 months equal their carrying balances.
Group Contractual cash flows
EUR ’000
Carrying 
amount
Less 
than 
1 year
Between 
1 and 2 
years
Between 
2 and 4 
years Total
At 31 December 2025
Lease liability 396 408 – – 408
Trade and other 
 payables 4,438 4,438 – – 4,438
4,834 4,846 – – 4,846
Group Contractual cash flows
EUR ’000
Carrying 
amount
Less 
than 
1 year
Between 
1 and 2 
years
Between 
2 and 4 
years Total
At 31 December 2024
Borrowings 21,602 22,341 – – 22,341
Lease liability 749 397 409 – 806
Trade and other 
 payables 1,669 1,669 – – 1,669
24,020 24,407 409 –   24,816
Company Contractual cash flows
EUR ’000
Carrying 
amount
Less 
than 
1 year
Between 
1 and 2 
years
Between 
2 and 4 
years Total
At 31 December 2025
Borrowings 28,266 – 30,047 – 30,047
Trade and other 
 payables 61,760 61,760 – – 61,760
90,026 61,760 30,047 – 91,807
At 31 December 2024
Borrowings 48,680 22,341 2 7,672 – 50,013
Trade and other 
 payables 38,893 38,893 – – 38,893
87,573 61,234 27,672 – 88,906
The carrying and contractual values of the amounts presented above 
are disclosed in the notes referenced above.
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 man-
age and control market risk exposures within acceptable parameters 
while optimising return. The management regularly reviews its expo-
sure to interest rate and foreign exchange movements and maintains

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CATENA MEDIA ANNUAL REPORT 2025 62
appropriate internal controls and monitoring procedures to ensure 
that any potential impact on financial performance remains limited.
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 USD.
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. 
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 1.9m(0.9) higher/lower . 
The summary quantitative data about the group's exposure to cur-
rency risk, as reported to group management, is as follows:
31 Dec  
2025
31 Dec 
2024
EUR '000 USD USD 
Trade receivables 10,979 5,295
Cash and cash equivalents  7,9 0 2 3,227
18,881 8,522
The following exchange rates have been applied for the conversion 
from USD to EUR, being 0.85 and 0.96 for 2025 and 2024, 
respectively .
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 
2025
31 Dec 
2024
31 Dec 
2025
31 Dec 
2024
Variable rate borrowings  
(Note 23) – 21,350 – 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-
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. Further details are set out in 
Note 22 – Share capital. Capital risk is monitored on a regular basis 
by reporting the net interest-bearing liabilities against targets set by 
the board, prior periods and any covenants or other requirements set 
by third parties.
Fair values estimation
The different levels of fair values of financial instruments have been 
defined as follows: 
• Quoted prices (unadjusted) in active markets for identical assets 
or liabilities (level 1). 
• Inputs other than quoted prices included within level 1 that are ob-
servable for the asset or liability , either directly (that is, as prices) 
or indirectly (that is, derived from prices) (level 2). 
• Inputs for the asset or liability that are not based on observable 
market data (that is, unobservable inputs) (level 3).
Debt securities have been designated as a financial liability at fair 
value through profit or loss. The bond’s fair value has been designated 
as hierarchy level 3. 
The fair value is determined on the date of purchase and 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 2025 and 2024, 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:
IMPAIRMENT ASSESSMENT ON INTANGIBLE ASSETS             
Information about assumptions and estimation uncertainties at the 
reporting date that have a significant risk of resulting in a material 
adjustment to the carrying amounts of assets and liabilities within 
the next financial year is included in note 16: impairment test of 
intangible assets and note 19: investment in subsidiaries - key 
assumptions underlying the recoverable amounts.

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INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
CATENA MEDIA ANNUAL REPORT 2025 63
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 company did not generate any revenue. The group's revenue 
consists of the following:
Group Company
EUR ’000
31 Dec 
2025
31 Dec 
2024
31 Dec 
2025
31 Dec 
2024
Cost-per-acquisition 
revenue 41,538 41,226 –         –         
Revenue-sharing 
arrangements 4,072 7, 21 1 –         –         
Fixed-fee revenue 988 1,206 –         –         
Total 46,598 49,643 –      –      
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 segments were identified in 
accordance 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 revenue during the year . Further , total assets and lia-
bilities for each reportable segment are not presented, since they are 
not referred to for monitoring purposes. 
The following tables show figures for each period presented in this 
report. Comparative 2024 costs have been reclassified to align better 
with the product-led operating model. 
Given that in Q4 more than 98 percent of group revenue arose in 
North America, management has concluded that a geographic mar-
ket breakdown no longer provides meaningful additional insight and 
has therefore reduced its focus on such reporting. 
A significant portion of Catena Media’s sports betting business is 
subject to the seasonal openings and closures of the major sports 
leagues in North America. These calendar-related shifts are asso-
ciated with changeability in the group’s quarterly performance, with 
revenue typically being higher in the first and fourth quarters. Fluctu-
ations in quarterly results are also reflective of state market launches 
in North America.

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INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
CATENA MEDIA ANNUAL REPORT 2025 64
Jan–Dec 2025 Jan–Dec 2024 restated*
Amounts in EUR ’000 Casino Sports Unallocated Total Casino Sports Unallocated Total
Revenue from external customers 39,191 7,4 07 – 46,598 35,777 13,866 – 49,643
Total revenue 39,191 7,4 07 – 46,598 35,777 13,866 – 49,643
Direct costs (11,808) (587) – (12,395) (5,456) (5,534) – (10,990)
Personnel expenses (13,883) (3,507) (597) (17,9 87 ) (13,687) (10,266) (2,793) (26,746)
Depreciation and amortisation (2,737) (542) – (3,279) (3,645) (1,353) – (4,998)
Impairment on other intangibles and investment in associate (6,000) (10,500) – (16,500) (7, 3 6 8) (32,617) (1,218) (41,203)
(Losses)/gains on disposal of other intangible assets (94) 1,537 (33) 1,410 – – – –
Gain on disposal of investment in subsidiary – – 45 45 – – – –
Other operating income 415 76 – 491 143 46 – 189
Other operating expenses (4,971) (2,395) (192) (7,5 5 8) (5,650) (6,056) (651) (12,357)
Total operating expenses (39,078) (15,918) (777) (55,773) (35,663) (55,780) (4,662) (96,105)
Operating profit/(loss) 113 (8,511) (777) (9,175) 114 (41,914) (4,662) (46,462)
Interest payable on borrowings – – (823) (823) – – (3,056) (3,056)
Other gains/(losses) on financial liability at fair value through profit or loss – – 8 8 – – (104) (104)
Other finance income – – 243 243 – – 1,108 1,108
Share of net loss from  associate accounted for using the equity method – – – – – – (130) (130)
Profit/(loss) before tax 113 (8,511) (1,349) (9,747) 114 (41,914) (6,844) (48,644)
Ta x income – – 2,489 2,489 – – 4,719 4,719
Profit/(loss) for the year attributable to the equity holders of the parent company 113 (8,511) 1,140 (7, 2 5 8) 114 (41,914) (2,125) (43,925)
Loss for the year from  discontinued operations (177) (56) – (233) (119) (144) – (263)
(Loss)/profit for the year (64) (8,567) 1,140 (7,4 91) (5) (42,058) (2,125) (44,188)
Other comprehensive loss
Items that may be reclassified to profit for the year
Currency translation differences – – (1,350) (1,350) – – 594 594
Total other comprehensive (loss)/income for the year – – (1,350) (1,350) – – 594 594
Total comprehensive loss for the year attributable to equity holders of the parent company (64) (8,567) (210) (8,841) (5) (42,058) (1,531) (43,594)

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INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
CATENA MEDIA ANNUAL REPORT 2025 65
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 
2025
Jan – Dec 
2024
Jan – Dec 
2025
Jan – Dec 
2024
Jan – Dec 
2025
Jan – Dec 
2024
Jan – Dec 
2025
Jan – Dec 
2024
Total revenue 43,776 43,916 2,822 5,727 – – 46,598 49,643
Change – – – 51% – – – –6% –
of which: Casino 37, 31 3 32,425 1,878 3,352 – – 39,191 35,777
of which: Sports 6,463 11,491 944 2,375 – – 7,4 07 13,866
Revenue from one customer in North America represents EUR 5.5m 
(4.8) of the group's total revenue. Furthermore, out of the EUR 88.6m 
(106.4) domains and websites disclosed in note 16, EUR 83.0m 
(93.5) relates to assets generating revenue in North America, with 
the remainder relating to assets generating revenue in the rest of the 
world. Out of these websites and domains, EUR 1.2m is recorded 
under Lineups.com and EUR 81.8m under Catena Operations Lim-
ited.
Note 8
Personnel expenses
Personnel expenses incurred during the year and the preceding year 
are analysed as follows:
Group Company
EUR ’000
31 Dec 
2025
31 Dec 
2024
31 Dec 
2025
31 Dec 
2024
Directors’ remuneration 307 343 307 343
Salaries and wages 16,630 23,152 – –
Social security 
 contribution 452 614 – –
Share-based payments (187) 149 (1,357) 149
Reorganisation costs 785 2,488 – –
17,9 87 26,746 (1,050) 492
The average number of employees in the group during the current 
financial year was 176 (221), 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), Edward Midolo 
(Chief Technology Officer), Pierre Cadena (Chief Operating Officer), 
Liv Biesemans (Chief Legal and Compliance Officer), Jamie-Grace 
Farrugia (Chief Human Resources Officer) from 16 April 2025 and 
Valentina Giommoni (Senior Vice President Marketing) from 16 April 
2025.
During the prior financial year the members of executive manage-
ment 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.
Remuneration of the CEO comprises a fixed salary , participation in 
the share option programme and other benefits.
EUR ’000
Fixed  
salary
Bonuses 
and 
other
benefits
Share 
based 
payments
Total remunera-
tion and other 
benefits
2025
Manuel Stan 442 260 12 714
Other members of  
executive manage -
ment 1,341 452 29 1,822
2024
Michael Daly 126 – 23 149
Pierre Cadena 155 – 2 157
Manuel Stan 230 6 7 243
Other members of  
executive manage -
ment 875 108 49 1,032

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CATENA MEDIA ANNUAL REPORT 2025 66
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 2025, IACs from continuing 
operations in personnel expenses comprised costs associated with 
share-based payments of EUR -0.2m (0.2), reorganisation costs of 
EUR 0.7m (2.4) and one-time retention incentives of EUR 0.1m (0.2).
IACs from continuing operations included in other operating 
expenses of EUR 0.2m related to the one-time retrospective adjust-
ment in commission income. During the year ended 31 December 
2024, EUR 2.2m related to the termination of the contractual arrange-
ment previously measured in accordance with the requirements of 
IAS 38 using the financial liability model. EUR 0.6m related to restruc-
turing costs and EUR 0.1m related to professional and legal fees. 
During the year ended 31 December 2025, the gain on disposal 
of esports-related assets and other minor assets, mainly in Germany 
and Canada, was EUR 1.4m. EUR 0.1m related to the net reversal of 
costs associated with the acquisition of Mez and Rize Media AB.
CONSOLIDATED STATEMENT OF COMPREHENSIVE 
INCOME MEASURES*
EUR ’000 31 Dec 2025 31 Dec 2024
Operating loss (9,175) (46,462)
Depreciation and amortisation 3,279 4,998
Impairment on intangible assets 16,500 41,203
EBITDA 10,604 (261)
Items affecting comparability in person -
nel expenses 597 2,793
Items affecting comparability in other 
operating expenses 192 2,862
Gain on disposal of investment in  
subsidiary (45) –
Gain on disposal of intangible assets (1,410) –
Adjusted EBITDA 9,938 5,394
Adjusted EBITDA margin (%) 21 11
* Measures presented above are not defined by IFRS but are deemed to provide val-
uable information on the group’s financial performance.
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 
2025
31 Dec 
2024
31 Dec 
2025
31 Dec 
2024
SEO support costs 2,364 3,109 – –
Professional fees 954 1,198 14 39
HR and recruitment costs 281 316 – –
Corporate and investor rela -
tions costs 415 526 64 104
Loss allowance on trade 
receivables and bad debts 13 (193) – –
General office and adminis -
tration costs 303 414 – –
Marketing costs 100 103 – –
Travel and entertainment 563 599 – –
IT-related costs 2,179 3,276 11 5
Contract terminations – 2,211 – –
Surrendered fraud losses 161 – – –
Restructuring costs – 577 – –
Other expenses 225 221  –  –
7 ,558 12,357 89 148
Fees charged by the auditors and their connected undertakings for 
services rendered during the financial year ended 31 December 2025 
and the preceding year are shown in the table below:
Group Company
EUR ’000
31 Dec 
2025
31 Dec 
2024
31 Dec 
2025
31 Dec 
2024
Annual statutory audit* 125 189 – –
Tax advisory and compliance 
services – 5 2 2
Other assurance services – 10 – –
Other non-audit services – 16 – –
Group Company
EUR ’000
31 Dec 
2025
31 Dec 
2024
31 Dec 
2025
31 Dec 
2024
125 220 2 2
* The audit fee of the parent company is included in the group audit fee disclosed 
above. Other non-audit services include permissible services.
The product-led operating model implemented through 2024 and fur-
ther refined in 2025 has yielded more granular financial data, resulting 
in reclassifications that support the group’s ongoing commitment to 
accurate and transparent financial reporting. Comparative figures 
have also been reclassified to provide more accurate comparisons.
1. Individuals providing full-time services to the group have 
been reclassified from “other operating expenses” to “personnel 
expenses”. 
2. Direct costs associated with media partnerships were reclas-
sified based on the percentage of revenue each partnership gener-
ated per segment. This resulted in a lower Casino margin and higher 
Sports margin in the comparative period.
In Q1, a spreadsheet with comparative figures was published at 
www .catenamedia.com/investors/financial-reports-and-presenta-
tions/
Reclassified Original Variance:
Jan – Dec 
2024
Jan – Dec 
2024
Jan – Dec 
2024
Personnel expenses (26,746) (25,149) 1,597
Other operating expenses (12,357) (13,765) (1,408)
Other Income 189 – (189)

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INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
CATENA MEDIA ANNUAL REPORT 2025 67
Note 11 
Other finance income
The group's other finance income comprises notional interest on 
deferred considerations, bank interest income, and foreign currency 
exchange gains. These are partially offset by notional interest on 
future lease payments and foreign currency exchange losses.
The company’s other finance costs comprise bank charges and 
foreign currency exchange losses. These are partially offset by bank 
interest income and foreign currency exchange gains.
Note 12 
Tax expense
The tax charge for the year comprises the following:
Group Company
EUR ’000
31 Dec 
2025
31 Dec 
2024
restated*
31 Dec 
2025
31 Dec 
2024
Current tax expense 2,286 86 – –
Deferred tax expense (4,775) (4,805) – –
(2,489) (4,719) – –
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 generate 
taxable income. 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. The tax rate for Malta is 35% and the average tax 
rate for the US is 28%. 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
EUR ’000
31 Dec 
2025
31 Dec 
2024
restated*
31 Dec 
2025
31 Dec 
2024
Loss (9,747) (48,644) (15,370) (55,585)
Tax calculated at domestic 
rates applicable to profits 
in respective countries (1,903) (5,376) (5,379) (19,455)
Tax effect of:
– Expenses not deductible 
for tax purposes 520 687 5,890 19,482
– Income not subject to tax (430) – (511) (27)
– Other (676) (30) – –
(2,489) (4,719) – –
*The comparative information is restated on account of correction of 
errors (refer to Note 30 – Correction of errors).

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CATENA MEDIA ANNUAL REPORT 2025 68
Note 13
Discontinued operations
Discontinued operations comprise the divestments of grey-market 
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 Italy-focused online 
sports betting and casino assets.    
Financial performance and cash flow information
Amounts in EUR ’000
Jan–Dec 
2025
Jan–Dec 
2024
Revenue (5) 9
Personnel expenses (34)
Loss on disposal of intangible asset – (17)
Other operating expenses (228) (221)
Total operating expenses (228) (272)
Loss after income tax of discontinued 
operations (233) (263)
Net cash used in operating activities (232) (223)
Net decrease in cash generated by 
divested assets (232) (223)
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 2025 31 Dec 2024
restated*
From loss for the year, from continuing 
operations (EUR) (0.10) (0.58)
Weighted average number of ordinary 
shares in issue 75,650,133 75,649,402
Diluted earnings per share
Diluted earnings per share is calculated by adjusting the weighted 
average number of ordinary shares outstanding to assume exercise 
of all dilutive potential ordinary shares. The group’s potential dilu-
tive ordinary shares for the years ended 31 December 2025 and 31 
December 2024 comprise share options and share warrants. A cal-
culation 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 calculated 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. There were dilutive ordinary shares for 2025 
and 2024.
Group
31 Dec 2025 31 Dec 2024
restated*
From loss for the year, from continuing 
operations (EUR) (0.10) (0.58)
Weighted average number of ordinary 
shares in issue 75,650,133 75,649,402
Adjustments for share options, warrants 
and warrants issued as part of the rights 
issue - -
Weighted average number of 
 ordinary shares for diluted earnings 
per share 75,650,133 75,649,402
*The comparative information is restated on account of correction of errors (refer to 
Note 30 – Correction of errors)
Note 15
Share-based payments
Share options and warrants are granted to selected employees. In 
2025, the group granted 40,000 share warrants to 1 employee (nil). 
The group also entered into 26 (24) share option agreements with 
26 (24) of its employees and committed a total of 1,960,000 shares 
(1,485,000). 
The weighted average exercise price of the options granted dur-
ing the current financial year equalled EUR 0.17 for 26 option agree-
ments. The weighted average exercise price of all outstanding options 
is equal to EUR 0.91 (1.41).
Options are conditional on the employee completing 36 months of 
employment (the vesting period). Share warrants and options agree-
ments can be exercised 36 months after the date they were granted, 
during a period of six 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 2024 5.06 42 7,5 0 0
Granted – –
Expired 6.98 (260,000)
At 31 December 2024 2.07 167,500
Opening balance 2025 2.07 167,500
Granted 0.06 40,000
Expired – –
At 31 December 2025 1.68 2 07,5 0 0
Out of the 207 ,500 (167 ,500) outstanding warrants, none were exer-
cisable as at 31 December 2025 (nil).

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CATENA MEDIA ANNUAL REPORT 2025 69
The following tables show outstanding share warrants at the end of 
the current and preceding year with their respective expiry dates and 
exercise prices:
2025 
Grant date Expiry date
Exercise price in 
EUR per warrant
Number of share 
warrants
Jan 2023 Jun 2026 2.06 147,5 0 0
Jun 2023 Nov 2026 2.15 20,000
Aug 2025 Jan 2029 0.06 40,000
2 07,5 0 0
2024 
Grant date Expiry date
Exercise price in 
EUR per warrant
Number of share 
warrants
Jan 2023 Jun 2026 2.06 147,5 0 0
Jun 2023 Nov 2026 2.15 20,000
167,5 0 0
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 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
At 1 January 2025 1.41 3,072,425
Granted 0.17 1,960,000
Expired 2.06 (74,430)
Cancelled 1.00 (176,979)
Forfeited 0.29 (55,000)
At 31 December 2025 0.91 4,726,016
Out of 4,726,016 (3,072,425) outstanding share options, 1,960,000 
(1,485,000) options were granted during the year , 55,000 (277 ,500) 
options were forfeited upon termination of employment, 74,430 
(1,241,987) options expired and 176,979 (538,960) options were can-
celled mainly due to employees terminating employment. No share 
options were exercised during both the current and prior financial 
year . The weighted average remaining contractual life of outstanding 
options at the end of the reporting period was 24 months (29).
VALUATION OF SHARE OPTIONS FOR THE YEAR ENDED  
31 DECEMBER 2025
The weighted average exercise price of share options granted during 
the period, determined using the Black-Scholes valuation model, was 
EUR 0.17 per share under option. The inputs into the model for the 
number of granted shares in June 2025 comprised the share price 
of EUR 0.16 on the grant date, exercise price of EUR 0.17 , volatility 
of 65 percent, an expected option life of three years and an annual 
risk-free interest rate of 2.25 percent. The volatility assumption and 
the dividend yield assumption were based on the variables observed 
for listed companies in similar industries. The values of the granted 
warrants in August 2025 comprised the share price of EUR 0.21 on 
the grant date, exercise price of EUR 0.06, volatility of 69 percent, an 
expected option life of three years and an annual risk-free interest rate 
of 2.25 percent. 
VALUATION OF SHARE OPTIONS FOR THE YEAR ENDED  
31 DECEMBER 2024
The weighted average exercise price of share options granted dur-
ing the period, determined using the Black-Scholes valuation model, 
was EUR 0.62 per share under option. The 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 three 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 portion 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.
The following tables show outstanding share options at the end of 
the current and preceding year with their respective expiry dates and 
exercise prices:
2025 
Grant date Expiry date
Exercise price in 
EUR per option
Share 
options
Jan 2023 Jun 2026 2.06 6 87, 247
Jun 2023 Nov 2026 2.15 691,641
Dec 2023 May 2027 2.25 120,000
Jun 2024 Nov 2027 0.62 1,100,598
Nov 2024 Apr 2028 0.60 206,530
Jun 2025 Nov 2028 0.17 1,920,000
4,726,016
2024
Grant date Expiry date
Exercise price in 
EUR per option
Share 
options
Oct 2021 Mar 2025 2.06 74,430
Jan 2023 Jun 2026 2.06 701,896
Jun 2023 Nov 2026 2.15 722,153
Dec 2023 May 2027 2.25 120,000
Jun 2024 Nov 2027 0.62 1,188,946
Nov 2024 Apr 2028 0.60 265,000
3,072,425
From the 4,726,016 (3,072,425) shares outstanding at the end of the 
year , the group estimates that 990,922 (973,815) share options are 
expected to vest. At year-end, no share options were expected to vest 
under the 2022 programme; 135,274 share options were expected to 
vest under the 2023 programme; no share options were expected 
to vest under the 2024 programme; 855,648 share options were 
expected to vest under the 2025 programme.
During the year , 1,960,000 (1,485,000) share options and 40,000 
(nil) warrants were granted. The main movement during the year 
related to cancelled share options, while smaller amounts expired 
or were forfeited. The number of options expected to vest remained 
consistent with the prior year , when a reassessment of the perfor-
mance targets was made. The group’s expected forfeiture rate, which 
reflects updated information on the group’s historical turnover rates, 
increased to a weighted average rate of 22 percent at year-end.  
The effect of such revisions in estimates is recognised in the group’s 
statement of comprehensive income in “Personnel expenses” and 
accumulated in the share-based payments reserve in equity .

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CATENA MEDIA ANNUAL REPORT 2025 70
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 . Following the impairment assessment, 
the carrying value of intangible assets with an indefinite useful life on 
31 December 2025 was aligned with the recoverable amount, totalling 
EUR 69.9m for the Casino CGU and EUR 13.1m for the Sports CGU.
Group
Other intangible assets
EUR  ’000
Domains 
and 
 websites
Player 
data-
bases
Other 
intellec-
tual 
 property Total
Cost
At 1 January 2024 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
Additions – – 1,103 1,103
Disposal (8,055) (269) (4,142) (12,466)
Balance at  
31 December 2025 231,703 6,404 17,9 4 4 256,051
Accumulated amortisation and impairment losses
At 1 January 2024 (92,575) (6,673) (23,655) (122,903)
Group
Other intangible assets
EUR  ’000
Domains 
and 
 websites
Player 
data-
bases
Other 
intellec-
tual 
 property Total
Amortisation charge (764) – (3,460) (4,224)
Amortisation charge 
released upon termina -
tion – – 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)
Amortisation charge (1,167) – (1,461) (2,628)
Impairment charge for 
the year (16,500) – – (16,500)
Amortisation and impair -
ment released upon dis -
posal 7,914 269 4,051 12,234
Amortisation released 
upon dissolution – – 12 12
Balance at  
31 December 2025 (143,077) (6,404) (16,047) (165,528)
Carrying amounts
At 31 December 2024 106,434 – 2,334 108,768
At 31 December 2025 88,626 – 1,897 90,523
During the year ended 31 December 2025, an impairment charge of 
EUR 16.5m was recognised in accordance with IAS 36 – Impairment 
of Assets. This charge relates to specific North American Sports 
assets and Asia-Pacific Casino assets, as further detailed in the 
‘Amortisation and impairment’ note. Additions during the year com-
prised of other intellectual property , including EUR 0.2m attributable 
to internal development and EUR 0.8m relating to outsourced devel-
opment. 
During the prior year , an impairment charge of EUR 40.0m was 
recognised in line with IAS 36. The charge related to a writedown in 
the book value of specific sports and casino assets following the tran-
sition to a product-focused operating model. As a result of this strat-
egy , less focus and investment was allocated to non-core products.
AMORTISATION AND IMPAIRMENT
The group has two operating segments: Casino and Sports, result-
ing in two cash-generating units (CGUs) for the purpose of IAS 36 
– Impairment of Assets. The recoverable amounts of the CGUs were 
determined using value-in-use calculations.
During the year ended 31 December 2025, an impairment charge 
of EUR 16.5m was recognised. Of the total amount, EUR 10.5m 
related to specific North American Sports assets, primarily driven 
by revised expectations for near-term market recovery and updated 
profitability forecasts, and EUR 6.0m pertained to Asia-Pacific Casino 
assets, following a reassessment of projected performance and mar-
ket dynamics in that region. During the year ended 31 December 
2024, an impairment charge of EUR 40.0m was recognised, of which 
EUR 32.6m related to specific Sports assets and EUR 7 .4m to spe-
cific Casino assets.
Management performed an extensive impairment assessment 
during Q3 2025, reviewing performance at CGU level. The recover-
able amounts of the Casino and Sports CGUs were based on cash 
flow projections comprising forecasted income from operations for 
2025 and cash flow projections for the period 2026–2030, reflecting 
compound annual growth rates (CAGR) and discount rates as set out 
in the table below . The CAGR assumptions were based on manage-
ment’s expectations of market developments and future outcomes, 
taking into account past performance, organic state revenue growth 
and new market launches in North America. The discount rate used 
is the weighted-average cost of capital (WACC). The discount rate for 
the value-in-use is a pre-tax measure based on the CGU specifics, 
adjusted for currency and country risk relevant to the individual CGU. 
An in-perpetuity growth rate of 2 percent was applied beyond this 
period, and the effective tax rate used was 30 percent.
CAGR Discount rate
31 Dec 
2025
31 Dec 
2024
31 Dec 
2025
31 Dec 
2024
Casino 13% 9% 15%         13%         
Sports 17% 22% 15%         13%

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CATENA MEDIA ANNUAL REPORT 2025 71
The impairment assessment for both CGUs in 2025 is supported by 
growth assumptions primarily driven by the North American market, 
which continues to demonstrate strong potential. This business area 
remains central to the group’s strategy for rebuilding and sustaining 
profitability . Management is confident that the expected improvement 
in performance will strengthen future results. The key assumptions 
underlying the impairment model are reviewed annually to ensure 
alignment with external market data and the group’s long-term stra-
tegic objectives.
Following the impairment assessment, the carrying value of intan-
gible assets with an indefinite useful life on 31 December 2025 was 
aligned with the recoverable amount, totalling EUR 69.9m for the 
Casino CGU and EUR 13.1m for the Sports CGU.
SENSITIVITY ANAL YSIS
In determining the significant assumptions underlying the above pro-
jections, management applied judgements in assessing experience 
for each segment, and expectations for market and portfolio perfor-
mance, taking into consideration the different risk factors for each 
CGU.
The group determined the carrying amounts of both CGUs to 
exceed their respective recoverable amounts due to the underper-
formance of specific products. The impairment charge of EUR 16.5m 
reflects the outcome of management's detailed impairment assess-
ment, which incorporated revised cash flow projections, updated dis-
count rates and current market assumptions.
Note 17 
Property , plant and equipment
Group
EUR ’000
Computer 
equip-
ment
Furniture 
and fix-
tures
Property
improve-
ments Total
Cost
At January 2024 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
Additions 70 – 3 73
Disposal (107) (38) (14) (159)
Balance at  
31 December 2025 1,106 1,165 2,224 4,495
Accumulated depreciation and impairment losses
At 1 January 2024 (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)
Depreciation (154) (102) (1) (257)
Disposal 72 34 14 120
Balance at  
31 December 2025 (915) (946) (2,222) (4,083)
Carrying amounts
At 31 December 2024 310 325 – 635
At 31 December 2025 191 219 2 412
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:
EUR ’000 Jan–Dec 2025 Jan–Dec 2024
Opening balance 749 566
Notional interest charge for the year, 
net of foreign exchange differences 41 19
New lease arrangements during the 
year 10 756
Terminations and adjustments during 
the year (2) (70)
Settlements (402) (522)
Closing balance 396 749
Lease liability is further analysed as follows:
EUR ’000 31 Dec 2025 31 Dec 2024
Current lease liability 367 385
Non-current lease liability 29 364
396 749
The current portion of the lease liability excluding liabilities directly 
associated with assets classified as held for sale is included within 
“Trade and other payables” in the statement of financial position. The 
asset is depreciated over the shorter of the asset’s useful life and the 
lease term on a straight-line basis.
The recognised right-of-use asset relates to the following type of 
asset:
Group
EUR ’000 Properties Total
Discounted lease commitments as at 1 
January 2024 2,634 2,634
Additions 756 756
Terminations (1,259) (1,259)
Balance at 31 December 2024 2,131 2,131
Additions 10 10
Terminations (16) (16)
Balance at 31 December 2025 2,125 2,125

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INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
CATENA MEDIA ANNUAL REPORT 2025 72
Group
EUR ’000 Properties Total
Accumulated depreciation
At 1 January 2024 (2,084) (2,084)
Depreciation (480) (480)
Terminations 1,194 1,194
Balance at 31 December 2024 (1,370) (1,370)
Depreciation (394) (394)
Terminations 16 16
Balance at 31 December 2025 (1,748) (1,748)
Carrying amounts
At 31 December 2024 761 761
At 31 December 2025 377 377
NATURE OF LEASE ARRANGEMENTS
The group leases offices, for which contracts typically span a fixed 
number of years – generally up to a maximum term of two years. Dur-
ing the year ended 31 December 2025, additions to property leases 
were EUR 0.01m (0.7), while terminations were EUR 0.02m (1.3). 
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 exercisa-
ble by the lessee, in this case the individual group companies. Lease 
extension or termination options are discussed six months prior to 
term expiration. In the event that no agreement for further renewal is 
reached three months prior to term expiration, the parties shall deem 
the lease to be terminated at the expiration date.
Note 19
Investment in subsidiaries
EUR ’000
Consideration 
for subscribed 
capital
Capital 
contribu-
tion Total
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
Year ended 31 December 2025
Opening net book amount 3 208,671 208,674
Share option adjustments – 1,170 1,170
Impairment of investment in 
subsidiaries – (15,216) (15,216)
Closing net book amount 3 194,625 194,628
* 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 Limited merged with 
Catena Operations Limited on 1 January 2021.
On 30 September 2020, EUR259.5m of outstanding loan receivable 
by the company from its subsidiaries, was deemed as an uncondi-
tional, irrevocable, and non-repayable contribution. Other capital 
contribution relates to the cost of share options granted to employees 
of the company’s subsidiary undertakings 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 sub-
sidiary undertakings.
For the year ended 31 December 2025, the company recognised 
an impairment loss of EUR 15.2m ( 53.2) in respect of its investment 
in the subsidiaries. The impairment loss reflects the amount by which 
the carrying amount exceeded the recoverable amount.
Management performed an impairment assessment of its invest-
ments in subsidiaries by determining the recoverable amount based 
on value-in-use calculations. These calculations were derived from 
the same discounted cash flow projections used in the impairment 
testing of intangible assets, as disclosed in Note 16 – Other intangible 
assets. The key assumptions applied in determining value-in-use –
including the discount rate, revenue growth rates and EBITDA growth 
rates – are consistent with those applied in that assessment. 
On 3 January 2025, 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 on 31 December 2024 was adjusted 
to reflect the recoverable amount, deemed to be equivalent to the net 
asset value of the associate, and an impairment charge of EUR 1.2m 
was recognised in the statement of comprehensive income.
Subsidiaries
Country 
of incor-
poration
Class of 
shares 
held
Percentage of ownership 
and voting rights held
by the  
group
directly by 
the company
2025 2024 2025 2024
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 – –
Catena Media 
Sverige AB Sweden
Ordinary 
shares 100 100 – –
Catena Media 
Canada LTD. Canada
Ordinary 
shares 100 100 – –
Lineups.com, 
Inc. USA
Ordinary 
shares 100 100 – –
Catena Europe 
Limited Malta
Ordinary 
shares 100 100 100 100
Mez and Rize 
Media AB Sweden
Ordinary 
shares – 40 – –
Catena Operations Limited's and Catena Europe Limited's principal 
activity is to attract consumers through online marketing techniques 
and subsequently channel these same consumers to clients, namely 
companies with an online business, in online sports betting and 
casino. Catena Media US Inc. functions as the principal entity for the 
Group’s North American operations and acts as the primary deci-
sion-maker in relation to activities in this market. The company is 
responsible for acquiring, managing, and developing relationships 
with customers in North America and assumes the principal busi-
ness risks associated with these contracts. Catena Media UK Ltd, 
Catena Media Sverige AB, and Catena Media Canada Ltd primarily

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CATENA MEDIA ANNUAL REPORT 2025 73
operate as cost centres within the Group, performing support func-
tions in relation to the Group’s operations. Lineups.com is the owner 
of IP for one of the north american products.
Note 20
Trade and other receivables
Group Company
EUR ’000
31 Dec 
2025
31 Dec 
2024
31 Dec 
2025
31 Dec 
2024
Current
Trade receivables 11,066 7, 2 07 – –
Loss allowance on  
trade receivables (364) (370) – –
Prepayments and 
accrued income 556 969 17 16
Other receivables 665 18,886 – –
Total current 11,923 26,692 17 16
Total trade and other 
receivables 11,923 26,692 17 16
In 2025, the IFRS 9 assessment was revised, and the expected 
credit loss was calculated based on the probability of default over a 
three-year period on the outstanding balances. A uniform default rate 
of 1.24% was applied to all trade receivables. No geographic differen-
tiation between North America and the rest of the world was applied, 
as the majority of the outstanding balances relate to North America. 
In 2024, the IFRS 9 assessment was based on revenue and  resulted 
in a default risk of 0.04 percent for North American customers and 0.8 
percent for the remaining customers. Information related to credit risk 
and impairment allowances is disclosed in Note 3.
Note 21
Cash and cash equivalents
Cash and cash equivalents consist of cash in hand, balances with 
banks and cash held with financial intermediaries. Cash and cash 
equivalents 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 
2025
31 Dec 
2024
31 Dec 
2025
31 Dec 
2024
Cash in hand – 1 – –
Cash at bank 9,026 8,024 454 1,782
Cash held by financial 
intermediaries 291 451 – –
9,317 8,476 454 1,782
Note 22
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. On 2 January 2025, Catena Media plc moved to Nas-
daq Stockholm's main market's Small 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 2024 and 2025 are as follows:
Company Number of shares
At 1 January 2024 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 and 2025 78,774,442
Details of share capital for the company as at 31 December 2025 are 
as follows:
EUR ’000 31 Dec 2025
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

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CATENA MEDIA ANNUAL REPORT 2025 74
Note 23
Borrowings
At the end of the reporting year there were no outstanding borrowings 
for the group. Borrowings for the group at the end of the comparative 
year comprised senior unsecured floating rate bonds with a nominal 
value of EUR 27 .5m, under a framework of EUR 100m and maturing 
in June 2025 after the partial prepayment of half the nominal amount 
in Q1 2024. The bonds were repaid in full in June 2025. 
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 a related-party loan of EUR 25.0m (25.0). 
The related party loan is unsecured, bears 4.75% interest per annum, 
and matures on 30 April 2027 . At the end of the comparative year , the 
company's borrowings included bonds with a nominal value of EUR 
27 .5m. 
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 2024 55,000 (12,300) 42,860
Quarterly 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
Quarterly revaluations – – (136)
Bond prepayment (Jun 2025) (2 7,5 0 0) 6,150 (21,350)
At 31 December 2025 – – –
The movement in fair value recognised in the statement of compre-
hensive income in “Other gains/(losses) on financial liability at fair 
value through profit or loss” for the year ended 31 December 2025 
resulted in a gain of EUR 0.01m and a loss of EUR 0.1m for the com-
parative year . 
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
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 . All shares rank equally with respect to the company's resid-
ual assets.
SHARE PREMIUM
Share premium for both the group and the company is recognised 
when shares are issued at a price higher than their nominal (par) 
value. The excess over the nominal value is credited to the share pre-
mium account.
OTHER RESERVES
Other reserves for the group comprise the share-based payments 
reserve of EUR 0.1m (8.4), the share premium of the subsidiary 
Catena Operations Limited of EUR 5.0m (5.0), arising upon group's 
reorganisation in 2015, prior to the incorporation of the company , and 
the foreign currency translation reserve of EUR -3.6m (-2.2). The 
share-based payments reserve represents the cumulative amount 
recognised in equity in respect of equity-settled share-based pay-
ment arrangements, measured by reference to the grant-date fair 
value of the equity instruments granted, in accordance with IFRS 2. 
Upon exercise of options, the related balance is transferred from the 
share-based payments reserve to share capital and share premium. 
The foreign currency translation reserve comprises exchange differ-
ences arising on translation of the foreign controlled entities. These 
are recognised in other comprehensive income and accumulated in a 
translation reserve within equity .
Borrowings are further analysed as follows:
Group Company
EUR ’000
31 Dec 
2025
31 Dec 
2024
31 Dec 
2025
31 Dec 
2024
Non-current
Related party loan – – 25,000 25,000
– – 25,000 25,000
Current
Bond – 21,486 – 21,486
– 21,486 – 21,486
Total borrowings – 21,486 25,000 46,486
NET DEBT RECONCILIATION
This section sets out an analysis of net debt for each of the periods 
presented:
Group Company
EUR ’000
31 Dec 
2025
31 Dec 
2024
31 Dec 
2025
31 Dec 
2024
Cash and cash 
equivalents (Note 21) 9,317 8,476 454 1,782
Interest-bearing liabilities 
(nominal amount) – (21,350) (25,000) (46,350)
Net debt 9,317 (12,874) (24,546) (44,568)

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CATENA MEDIA ANNUAL REPORT 2025 75
Note 24
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 2025
Recognised 
in profit and 
loss
Surren-
dered to 
related enti-
ties
Balance  
at 31 Dec 
2025
Deferred tax assets
Unutilised tax losses 
and other allow -
ances 41,103 (1,492) (146) 39,465
Provision for bad 
debts 128 (2) – 126
Property, plant and 
equipment 8 (4) – 4
41,239 (1,498) (146) 39,595
Deferred tax liability
Intangible assets (37,0 8 2) 6,320 – (30,762)
Unrealised 
exchange 
 differences (1,421) (47) – (1,468)
(38,503) 6,273 – (32,230)
Net deferred tax 
asset/(net deferred 
tax liability) 2,736 4,775 (146) 7 ,365
Group
EUR ’000
Restated 
Balance at 
1 Jan 2024*
Recognised 
in profit and 
loss
Balance  
at 31 Dec 
2024
Deferred tax assets
Unutilised tax losses and 
other allowances 39,368 1,735 41,103
Provision for bad debts 321 (193) 128
Property, plant and equip -
ment 22 (14) 8
39,711 1,528 41,239
Deferred tax liability
Intangible assets (40,439) 3,357 (37,0 8 2)
Unrealised exchange 
 differences (1,341) (80) (1,421)
(41,780) 3,277 (38,503)
Net movement from continu -
ing operations (2,069) 4,805 2,736
Net movement from discon -
tinuing operations – – –
Net deferred tax asset/(net 
deferred tax liability) (2,069) 4,805 2,736
*The comparative information is restated on account of correction of errors (refer to 
Note 30 – Correction of errors)

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CATENA MEDIA ANNUAL REPORT 2025 76
Note 25
Trade and other payables
Amounts owed to other group undertakings are unsecured,  
interest-free and repayable on demand.
Group Company
EUR ’000
31 Dec 
2025
31 Dec 
2024
31 Dec 
2025
31 Dec 
2024
Non-current
Interest payable on borrowings – – 3,266 2,078
Total non-current – – 3,266 2,078
Current
Trade payables 966 421 6 –
Amount owed to direct subsidi -
ary – – 56,849 33,978
Amounts owed to other group 
undertakings – – 4,903 4,903
Accruals, deferred income, and 
other payables 3,694 1,205 6 15
Interest payable on borrowings – 116 – 116
Current lease liability (Note 18) 367 385 – –
Total current 5,027 2,127 61,764 39,012
Total trade and other payables 5,027 2,127 65,030 41,090
Note 26
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. 
The following transactions were carried out with related parties:
Group Company
EUR ’000
31 Dec 
2025
31 Dec 
2024
31 Dec 
2025
31 Dec 
2024
Key management  
personnel
Directors’ fees 307 343 307 343
Executive management 2,536 1,581 – –
For further information regarding key management personnel remu-
neration breakdown, refer to Note 8 – Personnel expenses.
Other related party transactions with the parent company are ana-
lysed as follows:
Transaction values 
for the year ended 
31 December
Balance outstanding  
as at 31 December
EUR '000 2025 2024 2025 2024
Management and service 
recharge from subsidiary  92  92 – –
Interest on borrowings 
recharged to subsidiary  823  2,475 – –
Payments made by the 
direct subsidiary on behalf 
of the company 73 101 – –
Receipts on behalf of the 
direct subsidiary received 
by the company – 10,000 – –
Funds transferred to the 
direct subsidiary by the 
company 23,387 5,788 – –
Funds received by the com -
pany from the direct subsidi -
ary – 21,577 – –
Related party loan interest  1,188  1,187  (3,266)  (2,078)
Transaction values 
for the year ended 
31 December
Balance outstanding  
as at 31 December
EUR '000 2025 2024 2025 2024
Related party loan balance – –  (25,000)  (25,000)
Balance due with subsidiary – –  (56,849)  (33,978)
Balance due to other related 
parties – –  (4,903)  (4,903)
The related party loan balance and the accrued interest are unsecured 
and repayable on maturity date, being 30 April 2027 . The interest is 
accrued at the rate of 4.75% aligned with the revolving credit facility 
held by the same subsidiary with Raiffeisen bank in 2021.
The balances due to subsidiaries and other related parties are unse-
cured, interest free and repayable on demand.
Note 27
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. The company may not exercise any right in respect 
of shares held by it, including any right to attend or vote at meetings, to 
participate in any offer by the company to shareholders or to receive 
any distributions (including in a winding-up). On 7 November 2023, 
the company announced the completion of the share buyback pro-
gramme. For both the current and comparative years, the company 
holds 3,124,309, or 4.0 percent, of its own shares. At year-end, the 
consideration paid for own shares  held of EUR 6.2m (6.2) was recog-
nised under the treasury reserve in equity .

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INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
CATENA MEDIA ANNUAL REPORT 2025 77
Note 28
Hybrid capital securities
In 2020, the company carried out a fully guaranteed rights issue of 
units consisting of hybrid capital securities, credited with 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 remain out-
standing. The company may , at any time and at its sole discretion, 
elect to defer any interest payment, in whole or in part, that 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 2,289,901 units were used to subscribe to shares between the 
first and eighteenth subscription periods (the final exercise period).
In May 2025, the group announced it would defer interest pay-
ments on the H01 hybrid capital securities until further notice and not 
redeem these instruments in the near term. The purpose of this deci-
sion was to ease Catena Media’s debt burden, allowing the group to 
create headroom for tech-facing investments necessary to drive the 
business forward. The hybrid capital securities are perpetual instru-
ments issued in 2020 and are treated as equity under IFRS. In July , 
the interest rate increased to 3-month STIBOR plus 11% – in line with 
the instrument’s terms.
Dividends may not be distributed until any outstanding deferred 
interest has been fully settled.
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 2024 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
Balance at 31 December 2025 27,021 ,92 0 4,551,170 43,731
EUR ’000
31 Dec 
2025
31 Dec 
2024
Hybrid capital securities at nominal amount 43,731 43,731
Deferred Interest
Deferred interest on hybrid capital securities  2,490 –
Issuance costs
Advisory costs, including financial, legal and 
assurance (2,336) (2,335)
Commission fees to guarantors (6,293) (6,293)
Total issuance costs (8,629) (8,628)
Hybrid capital securities disclosed  
as at end of the year 37,5 92 35,103
Note 29
Events after the reporting period
On 9 January 2026 the group announced that Stephen Taylor-Mat-
thews would step down as non-executive director , effective 31 
January 2026.
On 16 January , Catena Media launched MRKTPLAYS+, a strate-
gic evolution of the successful MRKTPLAYS subaffiliation platform. 
MRKTPLAYS+ will provide additional services and support to partner 
publishers seeking to expand their subaffiliate activities in the iGam-
ing market.

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CATENA MEDIA ANNUAL REPORT 2025 78
Note 30
Correction of errors
Under Maltese tax legislation, a parent company that is predom-
inantly owned by non-resident individuals or entities is entitled to 
claim a refund of six-sevenths of the tax paid by its Maltese subsidiar-
ies upon dividend distribution. This mechanism typically reduces the 
effective tax burden on the group by approximately 30 percent – that 
is, six-sevenths of the 35 percent corporate tax rate.
Catena Media has historically applied this tax mechanism to its 
Maltese subsidiary’s dividend distributions, resulting in Catena Media 
plc claiming a refund of 30 percent of the 35 percent corporate tax 
paid at subsidiary level.
A review of the approach under IAS 12 Income Taxes necessitated 
a change in how these balances are recorded through the financial 
consolidation process. As a result, group deferred tax assets and 
liabilities have been restated for 2024 and updated to follow this 
approach for 2025 (versus the Q4 2025 report). The net tax owed and 
paid by the group remains unchanged. 
More details are provided below on the specific change in account-
ing treatments. 
Following a reassessment of the requirements of IAS 12 Income 
Taxes, and considering that Catena Media plc with its subsidiaries 
does not form part of a Maltese “fiscal unit”, it was concluded that 
the group cannot apply the 5 percent tax rate at consolidation level. 
Accordingly , deferred tax assets and liabilities should be measured 
using the statutory corporate income tax rate of 35 percent applicable 
at the subsidiary level, which reflects the tax rate applicable prior to 
any distribution of profits.
The use of the reduced rate constituted an error in applying IAS 12. 
In accordance with IAS 8 Accounting Policies, Changes in Account-
ing Estimates and Errors, this error has been corrected retrospec-
tively by restating the comparative amounts.
This adjustment does not affect the group’s actual cash tax out-
flows, as it relates solely to the measurement of deferred tax balances 
at consolidation level. The underlying current tax liabilities of the sub-
sidiaries remain determined in accordance with the statutory corpo-
rate tax rate of 35 percent, and the change reflects only the applica-
tion of IAS 12 principles regarding the expected manner of recovery of 
assets and settlement of liabilities.
i. Statements of financial position – group
Impact of correction of error
1 January 2024
As previously 
reported Adjustments As restated
in thousands of EUR
Total assets  242,026 –    242,026 
Deferred tax  liabilities  790  1,279  2,069 
Others  66,054 –  66,054 
Total liabilities  66,844  1,279  68,123 
Retained earnings  1,618 (1,279) 339
Others  173,564 –  173,564 
Total equity  175,182 (1,279)  173,903
31 December 2024
As previously 
reported Adjustments As restated
in thousands of EUR
Deferred tax asset 0  2,736  2,736 
Others  146,813 –  146,813 
Total assets  146,813  2,736  149,549 
Deferred tax liabilities  6 (6) –
Others  23,977 –  23,977 
Total liabilities  23,983 (6)  23,977 
Retained earnings (51,465)  2,742 (48,723)
Others  174,295 –  174,295 
Total equity  122,830  2,742  125,572
ii. Statements of comprehensive income – group
Impact of correction of error
For the year ended 31 Decem-
ber 2024
As previously 
reported Adjustments As restated
in thousands of EUR
Tax income  698  4,021  4,719 
Others (48,907)  –   (48,907)
Loss for the year (48,209)  4,021 (44,188)
Other comprehensive 
income  594  –    594 
Total comprehensive 
loss (47,615)  4,021 (43,594)
Earnings per share attributa-
ble to the equity holders of 
the parent company
in euros per share
Basic earnings per share
From loss for the year 
from continuing opera -
tions (0.63) 0.05 (0.58)
Diluted earnings per share
From loss for the year 
from continuing opera -
tions (0.63) 0.06 (0.57)

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CATENA MEDIA ANNUAL REPORT 2025 79
Note 31
Contingent liabilities disclosure
The group is involved in certain legal claims and proceedings arising 
in the ordinary course of business. Based on information currently 
available and in consultation with legal advisors, management has 
determined that a possible obligation that is more than remote cannot 
be ruled out, no reliable estimate of loss can be made and therefore 
no provision has been recognised.  
The following matters are disclosed as contingent liabilities (possi-
ble but unlikely to result in a material loss):
• A former employee has filed a wrongful termination claim follow-
ing the group-wide redundancies implemented in April 2025. The 
case is currently at its preliminary stage and the litigant has not 
quantified the compensation sought. 
• A claim alleging unpaid brokerage fees for introducing Catena to 
a third party in connection with a potential asset acquisition. The 
claimant is seeking payment of EUR 0.1m. The claim is currently 
pending final submissions.  
• Legal action was initiated by a third party under the False Claims 
Act alleging, among other matters, licensing obligations relating 
to marketing affiliates in Illinois. The case is still at a preliminary 
stage.
Management is of the view that the group has a strong defence in 
respect of the above-mentioned matters and continues to monitor 
developments. The requirement for any provision will be reassessed 
as additional information becomes available.

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INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
80CATENA MEDIA ANNUAL REPORT 2025
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 80 to 95 have not 
been audited by the 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 memorandum and articles of association, Nas-
daq’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 corpo-
rate governance structure is available at 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 memoran-
dum and articles of association, the company also applies internal 
steering instruments for corporate governance, such as rules of pro-
cedure for the board of directors, instructions for the board commit-
tees, 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 documents 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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INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
81CATENA MEDIA ANNUAL REPORT 2025
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 2025 financial year , the company 
reported no deviations from the code. No separate auditor’s report 
on the corporate governance report is required under Maltese regula-
tions, since the report has been prepared in line with the Swedish Cor-
porate Governance code's principles. The board of directors confirms 
that the company adheres to the code.
MEMORANDUM AND ARTICLES OF ASSOCIATION 
The memorandum and articles of association were adopted by a gen-
eral 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 are made, the handling of matters during general 
meetings, where general meetings are held, as well as the highest 
permitted number of directors. In accordance with the articles of asso-
ciation, 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 has a right to appoint new 
directors in the company under certain conditions in accordance with 
article 58.1 of the articles of association. 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 serv-
ing in that capacity in accordance with article 59.1 of the articles of 
association and/or article 140 of the Maltese Companies Act. Such 
a dismissal shall not affect the remuneration requirements the board 
member may have due to the company’s potential breach of contract. 
The shareholders may resolve to dismiss the board member through 
a resolution at a general meeting passed with a simple majority of the 
votes represented at the general meeting. The company may amend 
its memorandum and articles of association by an extraordinary res-
olution under article 79 of the Maltese Companies Act. In order to be 
valid, an amendment of the articles of association is to be adopted 
by an extraordinary resolution at a general meeting passed by share-
holders having the right to attend, and holding in aggregate, not less 
than 75 percent in nominal value of the shares represented and enti-
tled to vote at the general meeting, and at least 51 percent in nominal 
value of all the shares entitled to vote at the general meeting.
01 
The share and shareholders
Catena Media has been listed on Nasdaq Stockholm (a “regulated 
market” in terms of European legislation) since 4 September 2017 and 
was prior to this listed on Nasdaq First North Premier Growth Market 
Stockholm since February 2016.
On 31 December 2025, the total number of shares and votes in the 
company was 78,774,442, with an aggregate nominal value of EUR 
118,161.66. The company had a total of 7 ,888 known shareholders 
at the end of 2025. According to the share register kept by Euroclear 
Sweden AB (with changes subsequently made known to the com-
pany), the 10 largest shareholders held approximately 39.9 percent 
of the total number of shares and votes in the company at the end of 
2025 and the largest shareholder on that date was Avanza Pension, 
with a participating interest of approximately 5.7 percent of the total 
number of shares and votes. No shareholder directly or indirectly 
owned more than 10 percent of the number of shares or votes in the 
company .
The articles of association authorise the board of directors to issue 
shares or grant options and/or warrants in relation to the company’s 
shares, at such times and on such terms as the board of directors 
thinks proper in any of the following cases, provided that the board of 
directors does not issue shares in any class in excess of 10 percent of 
the number of issued shares of that class on a rolling 12-month basis: 
(a) if it is in the interest of the company to issue shares to strategic 
investors in the company; or (b) if the shares are to be issued as a 
means of payment to a seller of interests in a legal organisation or 
operations or business being acquired by the company or any of its 
subsidiaries; or (c) the shares are to be issued as a means of payment 
to a creditor who accepts payment in kind in the form of shares of the 
company; or (d) pursuant to the exercise of options, warrants or other 
instruments in relation to and pursuant to the terms of any employee 
or director incentive programmes established by the company .
The total value of shares which the board of directors can issue, 
and the value of options and/or warrants in respect of shares which 
can be granted, is capped at the maximum value of the company’s 
authorised share capital (currently set at EUR 200,000). The authori-
sation to the board of directors to issue pursuant to d), above, is valid 
until the date of the 2026 annual general meeting. The company may , 
by ordinary resolution, renew this permission for further maximum 
periods of five years each. The authorisation to the board of directors 
to issue pursuant to (a) to (c) (both inclusive), above, has not been 
renewed since 2024 and is no longer in force. However , the board of 
directors intends to propose that the shareholders at the 2026 annual 
general meeting grant the authorisation in terms of article 7 .1 of the 
Company's Articles of Association until the date of the 2031 annual 
general meeting. Read more about the share and ownership structure 
at www .catenamedia.com.
02 
General meeting
The general meeting of shareholders is the highest decision-making 
body , where the shareholders exercise their influence in the com-
pany . Every year , the company must hold an annual general meeting 
in addition to any extraordinary general meetings that may be held 
during the year . Article 16.1 of the articles of association states that 
an annual general meeting is to 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) the board of directors sees fit.
All general meetings where strategic decisions are made are to 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 
of submission of such a request, the shareholder(s) concerned may

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INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
82CATENA MEDIA ANNUAL REPORT 2025
2025 ANNUAL GENERAL MEETING
The 2025 annual general meeting took place in Malta on 21 May . 
Among other things, the 2025 annual general meeting passed reso-
lutions:  
(i) to adopt the consolidated financial statements and the adminis-
tration report and audit report;
(ii) not to declare any dividends in respect of the financial year 2025; 
(iii) to (re-)elect Erik Flinck, Sean Hurley , Martin Zetterlund, Stephen 
Taylor-Matthews and Søren Vilby 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 chair-
man and EUR 3,125 to the other members of the remuneration 
committee; and EUR 6,250 to the chairman and EUR 3,125 to 
the other members of the tech committee;  
(vi) to appoint KPMG Malta as the auditor;
(vii) to approve the nomination committee’s proposal on princi-
ples for appointment of the nomination committee for the 2026 
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 war-
rants.  
Minutes from the 2025 annual general meeting and documents asso-
ciated therewith are available at www .catena media.com.
EXTRAORDINARY GENERAL MEETING
No extraordinary general meeting was held during 2025.
2026 ANNUAL GENERAL MEETING
The 2026 annual general meeting will be held at 09:00 CEST on 27 
May 2026 in Malta. The notice convening the annual general meet-
ing will be published through a press release, announced in Dagens 
Industri and published on www .catenamedia.com, together with 
associated documents.
03
Nomination committee and its work
The 2025 annual general meeting passed a resolution on the princi-
ples for the appointment of the nomination committee for the 2026 
annual general meeting. The resolution stipulates the nomination 
committee must have four members, of which the three largest share-
holders or shareholder groups by votes on 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 are to be determined 
on the basis of a list of registered shareholders provided by Euroclear 
Sweden AB. In addition, the Chairman of the Board is to be appointed 
to be a member of the nomination committee.
The CEO or another person from the group management may 
not be a member of the nomination committee. The Chairman of the 
Board must convene the largest shareholders no later than 15 Octo-
ber the year prior to the annual general meeting. If shareholders waive 
their right to appoint a member to the nomination committee, the next 
shareholder or owner group by size is to be provided the opportunity 
to appoint a member . 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 must convene the first meeting of the 
nomination committee but may not be appointed as the committee 
chair . If it becomes known that one of the shareholders who appointed 
a member to the nomination committee is no longer one of the largest 
owners due to changes in the owner’s shareholdings or in other own-
ers’ shareholdings, the nomination committee may elect to pursue 
the following process. The member that the shareholder appointed 
shall withdraw and be replaced by a new member appointed by the 
shareholder 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 further change in the composition of the nomination committee will 
be made, if the nomination committee so decides, according to the 
principles stated above.
The tasks of the nomination committee are to prepare and submit 
proposals regarding the number of board directors, remuneration to 
the Chairman of the Board and other board members and the auditor , 
any remuneration for committee work, the board’s composition, and 
the election or appointment of the Chairman of the Board, the chair-
man of the annual general meeting and the auditors. The nomination 
committee’s proposed resolutions are published in the notice conven-
ing the annual general meeting, on the company’s website and during 
convene an extraordinary general meeting within three months of the 
date that the original request was submitted to the company .
Article 18 of the articles of association states that convening 
notices to annual or extraordinary general meetings must, as a main 
rule, be issued at least 21 days before the meeting is held. The con-
vening notice must be published on the company’s website and 
information that a convening notice has been issued must also be 
announced in Dagens Industri, a Swedish business daily . The con-
vening notice must announce the general meeting’s agenda and con-
tain information on the 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 must inter alia state that only share-
holders registered in the shareholder register at a certain record date 
may have the right to participate in and vote at the general meeting. 
A shareholder who wants to be represented at the general meeting 
by a proxy must issue a written signed authorisation in accordance 
with the authorisation form available in the articles of association (that 
is, 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, every share entitles the holder to one 
vote, and each person entitled to vote can vote for the full number of 
shares represented. However , shareholders entitled to more than one 
vote do not need to use all of their votes or vote in the same way with 
all of their shares.
The annual general meeting passes resolutions on, among other 
things, the adoption of the previous year’s balance sheet and income 
statement, dividends, the election of board members and external 
auditors, remuneration of board members and external auditors, how 
the nomination committee is appointed, and guidelines for remunera-
tion of the CEO and 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, must send a request to the company no later than 46 days 
before the day of the general meeting, under article 19.5 of the articles 
of association. 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 articles of 
association, certain resolutions require approval by a higher percent-
age of the votes and votes represented at the general meeting.

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83CATENA MEDIA ANNUAL REPORT 2025
the annual general meeting. Information on how to submit proposals 
to the nomination committee is available on www .catenamedia.com.
The nomination committee’s membership for the 2026 annual 
general meeting was published on www .catenamedia.com and was 
as follows: Andreas Jönsson (representing Jesper Ribacka), Andreas 
Lindberg (representing Andre Lavold), Jakob Have (representing 
Nordic Compound Invest) and Erik Flinck (Chairman of the Board of 
Directors). Andreas Jönsson was appointed to chair the nomination 
committee. 
The nomination committee have held 3 meetings for the 2026 
annual general meeting. No remuneration was paid in respect of the 
nomination committee's work.
04
Board  of  directors
In accordance with the memorandum and articles of association, the 
board of directors must comprise at least three and at most seven 
members. Following the departure of Stephen Taylor-Matthews in 
January 2026, the board of directors currently has four members: Erik 
Flinck (Chairman), Sean Hurley , Martin Zetterlund and Søren Vilby . 
All directors are appointed until the end of the 2026 annual general 
meeting. More information on the directors, such as their experience, 
education, other appointments and shareholdings is shown on page 
88 of this annual report. At year-end, the board of directors had five 
male members.  
The board is responsible for the organisation and management 
of the company’s affairs, which includes responsibility for: prepar-
ing overall, long-term strategies and targets, budgets and business 
plans; adopting guidelines on how the company’s activities create 
long-term value; reviewing and approving accounts; making deci-
sions on issues concerning investments and sales, capital structure 
and dividend policy; developing the group’s policies; ensuring that 
control systems exist for the follow-up of compliance with policies 
and guidelines; establishing that systems exist for the follow-up and 
control of activities and risks and significant changes in the compa-
ny’s organisation and operations; appointing the 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 is tasked 
with monitoring the company’s performance and preparing and chair-
ing 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 
receives adequate information to perform its work in an effective man-
ner . The board’s work is governed, among other things, by the Mal-
tese Companies Act, the memorandum of association, the articles of 
association, the code, and the board's rules of procedure. The board 
meets according to an annually predetermined schedule. In addition 
to these meetings, additional meetings may be convened to address 
issues that cannot be postponed to the next ordinary board meeting.
BOARD INDEPENDENCE 
Four out of four directors are independent in relation to the company 
and its management. Three out of four directors are independent of 
major shareholders. With this composition, the board complies with 
the Swedish Corporate Governance Code’s requirements for director 
independence, given that the majority of directors are independent of 
the company and management, and at least two are also independ-
ent of major shareholders. Four directors and all group management 
members have undergone Nasdaq Stockholm’s training regarding 
stock exchange rules.
THE BOARD’S WORK IN 2025
The board's rules of procedure state which items must always be on 
the agenda at board meetings. In 2025, the board held 14 minuted 
meetings. All of the meetings held during the year followed an agenda 
that was provided to directors ahead of the meeting, together with 
relevant documentation for each agenda point. The CEO, the CFO, 
and the Chief Legal and Compliance Officer in her capacity as board 
secretary , also participated in the board's 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 auditors and exter-
nal advisor hold presentations on various special areas.
EVALUATION OF THE BOARD'S WORK
The board's work is evaluated annually to develop the board’s activ-
ities and to create a basis for the nomination committee’s evaluation 
of the board’s structure. The board evaluation in 2025 took place by 
members completing a questionnaire provided by BoardClic. An 
anonymised compilation of questionnaire responses was presented 
to the nomination committee in December 2025.
BOARD REMUNERATION
Remuneration and other benefits to the board of directors and the 
Chairman of the Board, including board committees, are decided by 
shareholders at the general meeting. The annual general meeting on 
21 May 2025, in accordance with the proposal from the nomination 
committee, approved remuneration of EUR 90,000 to the Chairman 
of the Board and EUR 40,000 to each of the other directors. The 
annual general meeting also approved remuneration to members of 
board committees for the period until the next annual general meet-
ing, as follows:
• EUR 12,500 to the chair of the audit committee and EUR 6,250 to 
the other members.
• EUR 6,250 to the chair of the remuneration committee and EUR 
3,125 to the other members.
• EUR 6,250 to the chair of the tech committee and EUR 3,125 to 
the other members.

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84CATENA MEDIA ANNUAL REPORT 2025
BOARD MEMBER ATTENDANCE AT BOARD AND COMMITTEE MEETINGS 2025 ¹
NAME
Board  
meetings
Remuneration 
committee
Audit  
committee
Tech  
committee
Erik Flinck 11/13 3/3 6/6 –
Adam Krejcik² 4/6 – 3/3 –
Sean Hurley 12/13 – 6/6 –
Dan Castillo³ 4/4 – –
Stephen Taylor-Matthews 13/13 – – 2/2
Martin Zetterlund 13/13 3/3 – 2/2
Søren Vilby⁴ 7/7 – 3/3 –
1 Attendance numbers are in relation to meetings prior to resignation and/or after appointment. 
2 Resigned 21 May 2025. 
3 Resigned 3 April 2025.
4 Appointed 21 May 2025.  
maintaining continuous contact with the accounting department 
to facilitate the audit.
(iv) Informing the board of directors of audit results and the manner in 
which the audit contributed to the reliability of the financial report-
ing, 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, paying particular attention to whether the auditor pro-
vides services other than auditing to the company .
(vii) Assisting in the preparation of proposals for the general meeting’s 
resolutions regarding election of auditors.
The company’s employees and auditors can be summoned to audit  
committee 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 chair reports 
to the board of directors at board meetings regarding the issues dis-
cussed and presented at the committee’s meetings. According to its 
established formal instructions, audit committee meetings are to be 
held at least five times annually . The chair of the audit committee can 
convene additional meetings if required. The audit committee held six 
minuted meetings in 2025.
05
Board committees
The board of directors has three committees: the audit committee, 
the remuneration committee and the tech committee. Their aim is 
to structure, streamline and assure high work quality in their respec-
tive areas. The committees’ members are appointed annually by the 
board of directors at the first board meeting after the annual general 
meeting.
AUDIT COMMITTEE
The audit committee must have at least three members. Members 
may not be company employees. In 2025, the audit committee con-
sisted of Erik Flinck (chair), Adam Krejcik and Sean Hurley . Following 
Adam Krejcik’s resignation from the board on 21 May 2025, Søren 
Vilby was appointed to the audit committee.  
Among other things, the audit committee is tasked with:
(i) Monitoring the financial reporting and submitting recommenda-
tions 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 internal 
control and evaluating routines for accounting and reporting to 
enable reliable financial reporting.
(iii) Staying updated on the audit of the annual accounts and the 
consolidated financial statements and of the conclusions of the 
Supervisory Board of Public Accountants’ quality control, and 
REMUNERATION COMMITTEE
The Swedish Corporate Governance Code requires that members 
of the remuneration committee are independent of the company and 
company management. The committee continuously evaluates sen-
ior executives’ remuneration terms in light of current market condi-
tions. It 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 . In 2025, the remuner-
ation committee consisted of Erik Flinck and Martin Zetterlund.
Among other things, the remuneration committee is tasked with:
(i) Preparing for board of directors' decisions in matters concern-
ing principles of remuneration, compensation and other terms of 
employment for management.
(ii) Monitoring and evaluating programmes ongoing and concluded 
during the year relating to variable remuneration of 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.
The committee’s meeting minutes are archived and available to all 
board members. The committee’s chair reports to the board of direc-
tors at board meetings regarding issues discussed and presented at 
the committee’s meetings. According to its established formal work 
plan, the committee is to meet at least twice a year . It held three min-
uted meetings in 2025.  
TECH COMMITTEE
The tech committee consists of at least two members, one of whom 
is appointed as chair . The tech committee is an advisory body tasked 
with overseeing that the company's IT and data strategy and founda-
tion are effectively defined, planned and implemented in accordance 
with the overall group strategy and goals. During 2025, the tech com-
mittee consisted of Stephen Taylor-Matthews (chair) and Martin Zet-
terlund.
The tech committee's main responsibilities are to:
(i) provide the board of directors with additional information and 
materials regarding the development of the tech function as the 
board may deem necessary; 
(ii) report to the board on the activities of the tech committee at 
appropriate times and as otherwise requested by the Chairman of 
the Board of Directors; and
(iii) undertake such other duties as the board may from time to time 
delegate to the tech committee.

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85CATENA MEDIA ANNUAL REPORT 2025
The goal is to establish a robust and scalable IT and data strategy , 
architecture and execution plan to support the company's overall 
strategy , as well as to assist management in building sustainable, 
IT-enabled competitive advantages. 
The tech committee's meeting minutes are archived and availa-
ble to all board members. The tech committee is to meet as often as 
required to fulfil its assignment, but at least prior to all ordinary board 
meetings. The tech committee held two minuted meetings in 2025.
06
Auditors
The annual general meeting elects the auditors. At the annual gen-
eral meeting on 21 May 2025, KPMG Malta was appointed as audi-
tors until the 2026 annual general meeting. Justin Axiaq, authorised 
public accountant and member of the Malta Institute of Accountants, 
is the engagement leader . The auditors have the task of auditing Cat-
ena Media’s annual report on behalf of 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 require-
ments according to the Maltese Companies Act. In connection with 
the interim Q3 report, the auditors also conduct a review according to 
ISRE 2410. Remuneration to the auditors shall, in accordance with a 
resolution passed at the 2025 annual general meeting, be payable in 
accordance with approved invoices.
07
CEO and group management
CEO
The CEO is subordinate to the board of directors and is responsible 
for ongoing management and operation. The division of work between 
the board of directors and the CEO is set out by the board's rules of 
procedure and the CEO's instructions. The CEO is responsible for 
leading operations in accordance with the board’s guidelines and 
instructions, and for providing the board with information and nec-
essary decision input. The CEO appoints group management, leads 
its work and makes decisions after consulting with its members. The 
CEO is also a presenter at board meetings and is tasked with ensuring 
that directors are continuously sent the information needed to monitor 
the position, performance, liquidity and development of the company 
and group. The board continuously evaluates the CEO’s performance 
in accordance with the requirements of the code.
As of 1 July 2024, Manuel Stan is the CEO. For further information 
on the CEO’s education, professional experience and company hold-
ings, refer to page 89 in this annual report and at www .catenamedia.
com.
GROUP EXECUTIVE MANAGEMENT 
In 2025, 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), Liv Biesemans (from 1 January 2025), 
Valentina Giommoni (from 16 April 2025) and Jamie-Grace 
Farrugia (from 16 April 2025). For further information on exec-
utive management’s education, professional experience and com-
pany shareholdings, refer to page 89 in this annual report and  
www .catenamedia.com.  
GUIDELINES FOR REMUNERATION OF THE CEO 
AND GROUP EXECUTIVE MANAGEMENT
On 23 May 2022, the annual general meeting approved a set of guide-
lines on the remuneration of senior executives. The guidelines apply 
until the 2026 annual general meeting and specifically regulate the 
compensation and conditions of employment of the CEO and other 
members of the executive management team (currently seven per-
sons). They are designed to ensure that the company is in a position 
to recruit and retain executives with the right skill sets. 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 variable remuneration.
Fixed salary – the guidelines require fixed base salaries to be 
attractive in comparison with the market and to be based on the 
executive’s competence, experience and performance, and to be 
reviewed annually .
Variable remuneration – the guidelines require the variable compo-
nent of remuneration to have a set maximum and to be linked to pre-
determined and measurable criteria, designed to promote 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 mani-
festly misstated, the company must have the possibility of reclaiming 
such remuneration. In the event that earnings before taxes are nega-
tive, no variable remuneration is to be paid out.
Variable remuneration of CEO – the guidelines cap the CEO’s 
variable remuneration at 100 percent of annual base salary . Variable 
remuneration must be based on individual goals set by the board of 
directors. Examples of such goals are business results, quality objec-
tives and the development of the business. In addition, upon termina-
tion by the company , the CEO is entitled to a maximum of 4 months’ 
salary as severance pay .
Variable remuneration of other group executive management – 
variable remuneration of other executive management members is 
capped at 50 percent of annual base salary and is to be based on 
results within the executive’s area of responsibility , as well as the 
outcome of individual goals. Executive management members may 
also receive other customary benefits such as health care and hous-
ing allowances. In addition to fixed monthly salary during their notice 
period, members of group management are also entitled to a maxi-
mum of 3-4 months’ base salary as severance pay .
The guidelines also allow the board of directors to propose that 
shareholders approve share-based, long-term, incentive programmes 
for group management from time to time. The board may deviate from 
the guidelines in individual cases and special circumstances. If this is 
the case, the reasons for the deviation are to be reported at the next 
annual general meeting.

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86CATENA MEDIA ANNUAL REPORT 2025
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 , a number of fundamental documents of significance 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, the CEO's instructions, 
instructions for financial reporting, and the group’s code of conduct 
and insider policy .
Internal control and risk management
Policies, procedural descriptions and instructions are distributed to 
affected employees and signed by them through the group’s compli-
ance platform. It is mandatory for all employees to read, understand 
and sign off on company policies and to comply with the code of con-
duct. Employees also conduct regular tests to ensure that they are 
familiar with the content of relevant policies, procedural descriptions 
and instructions.
RISK ASSESSMENT
Catena Media operates a process for risk assessment that comprises 
an annual risk analysis and risk assessment. This is reviewed and, if 
required, updated after six months. Risks are identified and catego-
rised as follows:
• Financial risks
• Market risks
• Business activities 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 they 
could affect the company’s objectives were they 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 to counteract the risk. The risk owner is also responsible for 
monitoring, following up and reporting changes in the group’s expo-
sure 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, including 
risk assessments detailed in an annual risk report that is updated after 
six months and that reviews in detail the top 20 or so risks based on 
a rating. This is to ensure that material risks are managed and that 
controls are implemented to counteract identified risks.
Management considers the greatest operational risks to be related 
to (i) any material updates to algorithms used by search engines, 
which may significantly affect the group's ability to attract quality 
traffic to its websites and require it to adjust its search engine opti-
misation, and (ii) changes to the regulatory and legislative environ-
ment that lead to changes in operators’ (Catena Media’s customers') 
ability to offer and market their services. These could affect business 
operations and 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 oper-
ate as part of the risk management process. The control requirements 
are an important instrument that enables the board of directors to 
The objective of internal control is to achieve an effective organisation that achieves the goals set by the board of 
directors of Catena Media. This means ensuring with reasonable certainty that the company’s business is carried out 
correctly and efficiently, and establishing 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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INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
87CATENA MEDIA ANNUAL REPORT 2025
lead and evaluate information from group management and to take 
responsibility for identified risks.
The company focuses on mapping and evaluating the largest risks 
related to financial reporting to ensure that the reporting is correct and 
reliable. One example of such a control is that the group performs an 
impairment test of intangible assets with the aim of assessing return 
and possible impairment requirements, on at least an annual basis.
INFORMATION AND COMMUNICATION
Internal communication with group employees takes place, among 
other means, through newsletters. Formal policies and instructions 
are communicated to management and employees through a com-
pliance platform that makes it possible to ensure that all employees 
read, understand and sign off on the policies, procedures and instruc-
tions relevant to their assignments.
Such policies include those the company uses to inform employ-
ees and other relevant stakeholders of applicable laws and regu-
lations relating to the distribution of information, and the special 
requirements on employees of a listed company regarding insider 
information. The company has also established appropriate proce-
dures for handling and limiting the spread of information that has not 
yet been publicly disclosed. The CEO has, on behalf of the board, the 
overall responsibility for managing issues concerning insider informa-
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 is also tasked with evaluating and 
preparing proposals on incentive programmes.
Tech committee Oversees that the company IT and data strategy and foundation are effectively defined, planned and 
implemented in accordance with the overall strategy and goals. The committee is also tasked with pro -
viding the board with additional information and materials regarding the tech function's development.
Group management Operationally responsible for controls being in place to reduce identified risks. Ensures that relevant 
steering documents are implemented and that employees have adequate knowledge of internal control.
CFO Operationally responsible for financial reporting, including ensuring adequate internal control for finan -
cial 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 
steering documents and 
controls 
6. Prepare the governance 
report
3. Implement updated 
governing documents
4. Evaluate risks and con -
trols (self-evaluation)
tion. The board allocates responsibility to the chief legal and compli-
ance officer for keeping insider lists.
The company’s investor relations (IR) function is led and moni-
tored by the company’s CFO. The IR function's main tasks are to sup-
port the CEO and senior executives in relation to communication with 
capital markets. The IR function also works, together with the CEO, to 
prepare the company’s financial statements, general meetings, cap-
ital market presentations and other regular reporting on IR activities.
MONITORING AND 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. The report outlines any deviations that must be addressed and is 
presented to the board of directors annually . The board also receives 
monthly reports on the group’s income, earnings and financial posi-
tion. 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 addition, the group’s policies are subject 
to the board'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, but 
rather to focus on implementing a process for identifying risks, estab-
lishing controls and self-evaluating controls. The framework, the 
results and the outcomes are reviewed by group management and 
the board. The head of each area and function has responsibility for 
carrying out the self-evaluation. The audit committee is responsible, 
together with the board, for monitoring compliance with established 
principles for internal control. The audit committee is entitled to call for 
an external review of parts of the group if deemed necessary . External 
advisers can be engaged to conduct such a review , and 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 CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
88CATENA MEDIA ANNUAL REPORT 2025
ERIK  
FLINCK
SEAN  
HURLEY
MARTIN 
ZETTERLUND 
SØREN                    
VILBY 
Chairman since 15 May 
2024.
Director since  
6 December 2023.
Director since  
4 December 2024.
Director since                             
21 May 2025 
Born 1980 1987 1975 1965
Education MSc in Industrial Engineering 
and Management, Royal Insti-
tute of Technology Stockholm; 
MSc in Business and Adminis-
tration, Stockholm University 
School of Business.
BSc in Accounting and Finance, 
University of Birmingham. 
– Master of Business Economics – 
International Marketing, Copen-
hagen Business School; HD in 
Business Economics and 
Finance, Copenhagen Business 
School; Corporate Finance, Lon-
don Business School; Executive 
Program, Stanford University .
Other 
assignments
Board chairman at Dr Hud; CEO 
at Desenio Group; board mem-
ber at Desenio Group and 
Exakta Foto.
Advisor at Courtside Ventures; 
advisor and angel investor in the 
US gaming sector .
Investor and advisor in cyberse-
curity and technology ventures.
Chairman of the board of direc-
tors of the University of Southern 
Denmark; chairman of the board 
of directors of Asetek AS; chair-
man of the board of directors of 
Blue Ocean Robotics; director of 
3CG and Dinex Group A/S; sen-
ior advisor at Celli Group.
Work 
experience
Managing director at BCG Swe-
den; head of group strategy and 
M&A at Sandvik AB.
Co-founder of American Affiliate; 
head of sportsbook at Draft-
kings; head of commercial at 
Amelco.
Co-founder and CEO of Sentor 
Managed Security Services. 
Founder and CEO Scrapesentry; 
SVP advanced projects at Distil 
Networks; managing director 
Accenture. 
CEO Micro Matic Group; CEO 
Senmatic A/S; director Roulunds 
Group; corporate finance man-
ager , Deloitte.
Own and 
closely associ-
ated holdings: 
734,884 shares and 200,000 call 
options.
41,835 shares. 2,000,000 shares. –
Independence Independent of the company , its 
senior management and the 
company’s major shareholders.
Independent of the company , its 
senior management and the 
company’s major shareholders.
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
*Changes in the board of directors: Dan Castillo and Stephen Taylor-Matthews left the board on 3 April 2025 and 9 January 2026 respectively .

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INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
89CATENA MEDIA ANNUAL REPORT 2025
MANUEL 
STAN
MICHAEL  
GERROW
PIERRE 
CADENA
EDWARD  
MIDOLO
LIV  
BIESEMANS
VALENTINA 
GIOMMONI 
JAMIE-GRACE 
FARRUGIA 
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).
Hired 16 August 2021. SVP 
Marketing as of 16 April 
2025.
Hired 18 February 2019. 
Chief Human Resources 
Officer as of 16 April 2025.
Born 1984 1986 1975 1984 1984 1982 1979
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 and strategy 
at Fox Entertainment/TMZ; sen-
ior vice president, strategy and 
corporate development at 
WarnerMedia/Crunchyroll; vice 
president, strategy and corpo-
rate development 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 European and 
North American operations
More than 10 years of experi-
ence in online marketing for the 
gaming industry (content mar-
keting, organic acquisition, per-
formance analysis), both on 
operator and affiliation side.
More than 15 years of experi-
ence within the online gambling 
industry , including VP of Human 
Resources at Catena Media; 
Human Resources Manager at 
White Noise Gaming Ltd. and 
HR Business Partner at Betclic 
Everest group.
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
PHD Political Science, Institute 
for Advanced Studies, Lucca 
(Italy), MA Political Science and 
Decisional Processes, Florence 
University (Italy)
Business Management, Seneca 
College (Canada); Human 
Resources Management 
Diploma, CIPD (UK); Diploma in 
Executive Coaching, Academy 
of Executive Coaching (UK)
Own and closely 
associated hold-
ings
520,000 shares and 800,000 
share options/warrants
88,991 shares and 530,000 
share options/warrants
212,000 shares and 570,000 
share options/warrants.
39,697 shares and 370,000 
share options.
150,000 share options 207 ,500 share options. 140,000 share options.
Executive 
Management

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INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
90CATENA MEDIA ANNUAL REPORT 2025
INTRODUCTION
This remuneration report outlines how Catena Media plc’s guidelines 
for executive remuneration, as adopted by the annual general meet-
ing 2022, were implemented in 2025. The remuneration guidelines 
can be found at www .catenamedia.com/investors/corporate-govern-
ance/remuneration/. 
     This remuneration report provides details on the remuneration 
of the CEO and board of directors. In addition, the report contains a 
summary of outstanding share and share-price related incentive pro-
grammes. The report was prepared in compliance with Capital Mar-
kets Rule 12.26K of the Maltese Capital Markets Rules issued by the 
Malta Financial Services Authority in its capacity as the competent 
authority in accordance with the provisions of the Financial Markets 
Act (Chapter 345 of the laws of Malta). Information on personnel 
expenses is available in note 8 on p. 65 in this 2025 annual report.
Information on the work of the remuneration committee in 2025 is 
set out in the corporate governance report, which is available on p. 80 
of this report.
This remuneration report is subject to an advisory vote at the 2026 
annual general meeting. The company notes that the remuneration 
report concerning the remuneration paid in 2024, which was voted on 
at the annual general meeting 2025, was approved by approximately 
98.3 percent of the votes represented at the meeting. 
Remuneration report 2025
The auditors have reported on this remuneration report in line with 
the requirements of Chapter 12 of the Maltese Capital Markets Rules 
including Appendix 12.1.
KEY DEVELOPMENTS 2025
Information about the general performance of the company during the 
financial year 2025 is described in the CEO statement on page 5 in 
this report.
Overview of the application of the remuneration guidelines in 
2025
Under the remuneration guidelines, remuneration to the CEO must 
be on market terms and may consist of the following components: 
fixed base salary , variable remuneration, share-based remuneration, 
pension benefits, and other benefits. The remuneration guidelines, 
as adopted by the 2022 annual general meeting, can be found on the 
website at www .catenamedia.com/investors/corporate-governance/
remuneration/, and a summary can be found on p. 92 of this report. 
No deviations from the guidelines have been decided and no dero-
gations from the procedure for implementation of the guidelines have 
been made.  
Under the remuneration guidelines, directors are only entitled to a 
fixed base salary .
Furthermore, successive annual general meetings 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 remuneration guidelines.
Table 1 below sets out total remuneration paid and/or awarded to 
each director and the CEO during 2025.

===== SIDA 91 =====

INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
91CATENA MEDIA ANNUAL REPORT 2025
1) Sum of Columns 1-4. 
2) This cost comprises share-based remuneration for outstanding options granted to the individual as at 2025. Such options have not been vested or exercised yet, but are accounted for as a cost in the company’s books.
3) Resigned 21 May 2025.
4) Resigned 31 January 2026.
5) Resigned 3 April 2025.
6) Appointed 21 May 2025.
7)  The company from where remuneration is being paid.
TABLE 1 – TOTAL REMUNERATION OF BOARD OF DIRECTORS AND CEO (EUR)  
1
FIXED REMUNERATION
2
VARIABLE REMUNERATION 3 4 5 6 7
COMPANY 7 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 Manuel Stan  
(CEO)  
2025 441,828 1,519 245,233 - - 13,024 701,604 65% fixed 12,024
Catena Media plc Martin Zetterlund 
(Director)
2025 46,250 - - - - - 46,250 100% fixed -
Catena Media plc Søren Vilby 6) 
(Director)
2025 28,402 - - - - - 28,402 100% fixed -
Catena Media plc Adam Krejcik 3)  
(Director)
2025 18,085 - - - - - 18,085 100% fixed -
Catena Media plc Stephen Taylor 
 M a t t h e w s4) (Director)
2025 46,250 - - - - - 46,250 100% fixed -
Catena Media plc Sean Hurley  
(Director)
2025 46,250 - - - - - 46,250 100% fixed -
Catena Media plc Dan Castillo 5)  
(Director)
2025 10,462 - - - - - 10,462 100% fixed -
Catena Media plc Erik Flinck  
(Director)
2025 108,750 - - - - - 108,750 100% fixed -
Total 746,277 1,519 245,233 13,024 1,006,053 12,024

===== SIDA 92 =====

INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
92CATENA MEDIA ANNUAL REPORT 2025
SHARE-BASED REMUNERATION 
Outstanding and completed share and share-price related 
incentive programs
During the years 2023–2025, the general meetings of Catena Media 
adopted several incentive programmes directed at senior executives 
and certain key employees of the Catena Media group, including the 
CEO. The purpose of these plans is to increase alignment between 
the interests of the participants and the shareholders of Catena 
Media, as well as to create conditions for retaining and recruiting com-
petent 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 customary recalculation provisions.
A summary of each incentive programme is set out below . For fur-
ther information about the company's outstanding and completed share 
and share-price related incentive programs, refer to the notice of each 
respective annual general meeting on the website at www .catenamedia.
com/corporate-governance/general-meeting/.   
Incentive programme 2025
The 2025 annual general meeting resolved to adopt a new incentive 
program in accordance with proposals from the board of directors. 
The 2025 programme comprises two series (share options and war-
rants) with a vesting period of three years from the allocation date. 
The 2025 programme was launched in June 2025 and comprises 
not more than 40 participants and in total not more than 2,000,000 
share options and warrants, corresponding to a dilution of not more 
than approximately 2.5 percent of the company’s shares.
The subscription price for the shares is SEK 1.9, equal to 115 per-
cent of the volume-weighted average price of the company’s share 
on Nasdaq Stockholm during a period of 10 trading days prior to the 
respective allocation dates of the share options or warrants. The final 
number of share options or warrants that each participant is entitled 
to exercise also depends on the degree of fulfilmentof certain perfor-
mance targets. 
 
Incentive programme 2024
The 2024 annual general meeting adopted a new incentive pro-
gramme in accordance with proposals from the board of directors. 
The 2024 programme comprises two series (share options and war-
rants) 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 adopted 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 allocation date(s).
The 2023 programme was launched in June 2023 and comprises 
not more than 50 participants and in total not more than 2,000,000 
share options and warrants. Based on current performance, a maxi-
mum of 886,012 share options and warrants will be exercisable, cor-
responding to a dilution of not more than approximately 1.1 percent on 
the current number of 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.
COMPLIANCE WITH REMUNERATION GUIDELINES AND 
CONTRIBUTION TO LONG-TERM PERFORMANCE
A prerequisite for the successful implementation of the business 
strategy and safeguarding the company's long-term interests, includ-
ing its sustainability , is that Catena Media is able to recruit and retain 
qualified personnel. To this end, it is necessary that the company 
offers competitive remuneration. The remuneration guidelines ena-
ble the company to offer senior executives a competitive total remu-
neration. In 2025, total remuneration of the CEO complied with the 
remuneration guidelines. Hence, there were no deviations from the 
guidelines and no derogations from the procedure for implementing 
the guidelines.
In accordance with the remuneration guidelines, variable remuner-
ation is to be linked to predetermined and measurable criteria which 
can be financial or nonfinancial. These criteria will be determined by 
the remuneration committee from time to time. They should be indi-
vidualised, may be quantitative or qualitative, and should be designed 
so as to contribute to the business strategy and the company's 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 
2025 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
93CATENA MEDIA ANNUAL REPORT 2025
TABLE 2 – REMUNERATION OF CEO IN SHARE OPTIONS
INFORMATION ON REPORTED FINANCIAL YEAR
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  
SHARE  
AND DATE
SHARE 
OPTIONS HELD 
AT BEGINNING 
OF YEAR
SHARE  
OPTIONS 
AWARDED
SHARE  
OPTIONS  
VESTED, 
EXPIRED OR  
(CAN -
CELLED) 
SHARE 
OPTIONS SUB -
JECT TO PER -
FORMANCE 
CONDITION
SHARE 
OPTIONS 
AWARDED AND 
UNVESTED
SHARE 
OPTIONS SUB -
JECT TO 
RETENTION 
PERIOD 7
Manuel
Stan 
(CEO)
Share option 
(company)  
programme  
2025
2025-2028 05/06/2025 05/06/2028 N/A 05/06/2028-
05/12/2028
1.9 - 400,000 - 400,000 400,000 N/A
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
TOTAL 400,000 400,000 - 800,000 800,000 N/A
7) For the relevant incentive programmes, there is no separate retention period after the vesting period.

===== SIDA 94 =====

INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
94CATENA MEDIA ANNUAL REPORT 2025
APPLICATION OF PERFORMANCE CRITERIA
The performance measures for the CEO’s variable remuneration 
are geared to delivering on the company’s strategy and encouraging 
behaviour that is in the company's long-term interest. In determining 
performance measures, the strategic objectives and short-term and 
long-term business priorities for 2025 were taken into account. The 
non-financial performance measures further contribute to alignment 
with sustainability as well as company values.
Table 3 describes how the criteria for payment of variable short- 
and long-term compensation were applied during the financial year .  
TABLE 3 – PERFORMANCE OF THE CEO IN REPORTED FINANCIAL YEAR 
NAME DESCRIPTION RELATIVE WEIGHTING A.  MEASURED PERFORMANCE
B. ACTUAL AWARD
Manuel Stan The performance criteria are: 
i. Revenue
ii. Adjusted EBITDA
iii. Performance rating 
i. ii. Are separately assessed at a full company 
level. 
For each performance criteria (i.ii), an 80% tar -
get achievement translates to a bonus entitle -
ment of 80%; target achievement between 
80%-120% is linearly awarded
iii. Is assessed on a scale of 1-5 by the board of 
directors during the annual CEO performance 
review.  
Personal Achievement levels are: 
1 = 0%
2 = 0%
3 =100%
4 = 125%
5= 150%
CEO variable remuneration is capped at 100% 
of salary despite ability to overachieve in individ -
ual criterion. 
Criteria: 
i. Revenue: 37.5%
ii. adj ebitda: 37.5%
Periods: 
H1 40%
H2 60%
iii. Personal performance 
rating : 25%
a)  For H1, the weighted revenue/Adj EBITDA 
achieved was 0%. For H2, the achievement 
was 28.16%
b)   For performance rating, a ranking of 4 was 
assessed, resulting in an achievement of 
31.25% 
TOTAL EUR  245,233

===== SIDA 95 =====

INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
95CATENA MEDIA ANNUAL REPORT 2025
COMPARATIVE INFORMATION ON CHANGE OF REMUNERATION AND COMPANY PERFORMANCE
2020  
EUR
2021  
EUR
2022  
EUR
2023  
EUR
2024  
EUR
2025  
EUR
Change  
FY21/FY20
Change  
FY22/FY21
Change  
FY23/FY22
Change  
FY24/FY23
Change  
FY25/FY24
Göran Blomberg (Chairman of the Board) 79,465 165,622 104,833 106,500 42,519 - 108% -37% 2% -60% -
Erik Flinck (Chairman of the Board) - - - - 63,438 108,750 - - - - 71%
Øystein Engebretsen (Director) 43,815 57, 3 0 0 47, 2 7 1 48,000 41,679 - 31% -18% 2% -13% -
Per Widerström (Director) 42,252 46,221 47, 2 7 1 28,923 - - 9% 2% -39% - -
Theodore Bergqvist (Director) 43,815 46,374 47, 2 7 1 48,000 33,615 - 6% 2% 2% -30% -
Adam Krejcik (Director) 25,131 44,446 47, 2 7 1 48,000 46,897 18,085 77% 6% 2% -2% -61%
Austin Malcomb (Director) - 29,387 47, 2 7 1 48,000 20,544 - - 61% 2% -57% -
Esther Teixiera (Director) - 2 7,4 01 44,073 44,750 16,810 - - 61% 2% -62% -
Sean Hurley (Director) - - - 3,458 44,492 46,250 - - - 1187% 4%
Dan Castillo (Director) - - - - 25,464 10,462 - - - - -59%
Martin Zetterlund (Director) - - - - 3,481 46,250 - - - - 1229%
Stephen Taylor Matthews (Director) - - - - 3,854 46,250 - - - - 1100%
Søren Vilby (Director) - - - - - 28,402 - - - - -
Marcus Lindqvist (Director) 28,256 17,9 9 4 - - - - -36% - - - -
Cecilia Qvist (Director) 15,345 - - - - - - - - - -
Kathryn Baker (Chairman of the Board) 34,129 - - - - - - - - - -
Mats Alders (Director) 15,345 - - - - - - - - - -
OTHER INFORMATION ON REMUNERATION IN TERMS OF APPENDIX 12.1 OF CAPITAL MARKET RULES
2020 
EUR
2021 
EUR
2022 
EUR
2023 
EUR
2024 
EUR
2025  
EUR
Change
FY21/FY20
Change
FY22/FY21
Change
FY23/FY22
Change
FY24/FY23
Change
FY25/FY24
CEO remuneration 616,000  1,534,121  881,856  757,78 4 517,9 8 4 701,604 149% -43% -14% -32% 35%
Employee remuneration (excluding CEO and directors) 22,864,299  26,549,892  31,081,222  25,926,789  20,885,418  15,930,954 16% 17% -17% -19% -24%
Annual aggregate employee remuneration 23,480,299 28,084,013  31,963,078  26,684,573  21,403,402  16,632,558 20% 14% -17% -20% -22%
Average employee remuneration (excluding CEO  
and directors) 57,01 8  62,618 65,572 79,287  94,934  91,034 10% 5% 21% 20% -4%
Group EBITDA  
(including discontinued operations) 50,053,827 63,530,134 44,125,228 33,875,438 -523,441  10,370,934 27% -31% -23% -102% 2081%

===== SIDA 96 =====

INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
96CATENA MEDIA ANNUAL REPORT 2025
Emphasis of Matter
We draw attention to Note 30 of the fi  nancial statements, which describes 
the restatement of the comparative fi  nancial information for the year ended 
31 December 2025. Our opinion is not modifi  ed in respect of this matter .
Key audit matters
Key audit matters are those matters that, in our professional judgement, 
were of most signifi  cance in our audit of the fi  nancial statements of the 
current year .  These matters were addressed in the context of our audit of 
the fi  nancial statements as a whole, and in forming our opinion thereon, and 
we do not provide a separate opinion on these matters.
Impairment testing of intangible assets
Accounting policy “Intangible Assets” and note 16 to the fi  nancial 
statements for further disclosures.  
Intangible assets (Group: €90,523 thousand, net of impairment); and 
Impairment on intangible assets (Group: €16,500 thousand).  
As at 31 December 2025, the Group’s intangible assets primarily comprised 
of websites, supporting the Group’s operations. These intangible assets are 
assessed individually to determine whether they have a fi  nite or indefi  nite 
useful life. Intangible assets assessed as having an indefi  nite useful life are 
not amortised but are tested for impairment annually , or more frequently 
when indicators of impairment arise, in accordance with IAS 36 Impairment 
of Assets (the “accounting standard”). For the purpose of impairment testing, 
assets that cannot be tested individually are grouped together into the 
smallest group of assets that generates cash infl  ows from continuing use that 
are largely independent of the cash infl  ows of other assets or cash generating 
units (“CGUs”). If such indicators exist (at the asset or separate CGU level), 
the Group is required to estimate the recoverable amount of that asset or that 
CGU of which the asset forms part. The Group allocates the intangible assets 
into two CGUs; Casino and Sports, based on primary market focus. 
Assessing the recoverable amount of these CGUs involves signifi  cant 
judgement.  This includes evaluating projected forecasts for future cash 
fl  ows, which are dependent on expected growth rates including the Group’s 
expectations of market developments, future outcomes and new market 
launches in North America.  The assessment also requires judgment in 
determining an appropriate discount rate to be applied based on CGU 
specifi  cs, adjusted for currency and country risks.  The impairment testing of 
the intangible assets was therefore identifi  ed as a key audit matter due to the 
size of the intangible assets and the inherent estimation uncertainty involved, 
as these factors could materially aff  ect the determination of the recoverable 
amount.  
1. Report on the Audit of the Financial 
Statements
Opinion
We have audited the fi  nancial statements of Catena Media p.l.c. (the 
“Company”) and of the Group of which the Company is the parent, which 
comprise the statements of fi  nancial position as at 31 December 2025, the 
statements of comprehensive income, changes in equity and cash fl  ows 
for the year then ended, and notes, comprising material accounting policies 
and other explanatory information.
In our opinion, the accompanying fi  nancial statements:
(a)  give a true and fair view of the fi  nancial position of the Company and of 
the Group as at 31 December 2025, and of their fi  nancial performance 
and their cash fl  ows for the year then ended in accordance with 
International Financial Reporting Standards (“IFRS”) as adopted by 
the EU; and
(b)  have been properly prepared in accordance with the provisions of the 
Companies Act, 1995 (Chapter 386, Laws of Malta) (the “ Act”) and, 
additionally , specifi  cally in relation to those of the Group, with the 
requirements of Article 4 of Regulation (EC) No 1606/2002 on the 
application of international accounting standards (the “Regulation”).
Basis for opinion
We conducted our audit in accordance with International Standards on 
Auditing (“ISAs”).  Our responsibilities under those standards are further 
described in the Auditors’ responsibilities for the audit of the fi  nancial 
statements section of our report.  We are independent of the Company and 
the Group in accordance with the International Ethics Standards Board for 
Accountants’ International Code of Ethics for Professional Accountants 
(including International Independence Standards) (“IESBA Code”), as 
applicable to audits of fi  nancial statements of public interest entities, 
together with the ethical requirements that are relevant to our audit of the 
fi  nancial statements in accordance with the Accountancy Profession (Code 
of Ethics for Warrant Holders) Directive issued in terms of the Accountancy 
Profession Act (Chapter 281, Laws of Malta) (“ APA ”), and we have fulfi  lled 
our other ethical responsibilities in accordance with these requirements 
and the IESBA Code.  We believe that the audit evidence we have obtained 
is suffi   cient and appropriate to provide a basis for our opinion.
To the Shareholders of Catena Media p.l.c.
Independent Auditor’s Report
Our response
We involved our valuation specialist, where appropriate, to assist us in 
performing our audit procedures. As part of our procedures, we:
• compared the Group’s 2025 budgets to actual performance for the 
period, investigated signifi  cant variances, and assessed the reason-
ableness of the directors’ assessment by corroborating them with our 
understanding of the Group;
• evaluated the appropriateness of the assumptions used in the val-
ue-in-use model—including projected revenue growth and EBITDA 
margins—against historical trends, industry data, market information, 
and our knowledge of the business;
• assessed whether the discount rates applied in the cash fl  ow models 
fell within a reasonable range by reference to comparable market data; 
and
• evaluated the impact of reasonably possible changes in key assump-
tions—such as discount rates, revenue growth, and EBITDA margins—
on management’s impairment assessment.
Key observations
We have no key observations to report specifi  c to this matter .   
Other Matter relating to comparative information
The fi  nancial statements of Catena Media p.l.c. as at and for the years ended 
31 December 2024 and 31 December 2023 (from which the statement of 
fi  nancial position as at 1 January 2024 has been derived), excluding the 
adjustments described in Note 30 to the fi  nancial statements, were audited 
by another auditor who expressed an unmodifi  ed opinion on those fi  nancial 
statements on 26 March 2025 and 26 March 2024.
As part of our audit of the fi  nancial statements as at and for the year ended 
31 December 2025, we audited the adjustments described in Note 30 that 
were applied to restate the comparative information presented as at and for 
the year ended 31 December 2024 and the statement of fi  nancial position 
as at 1 January 2024.
We were not engaged to audit, review , or apply any procedures to the 
fi  nancial statements for the years ended 31 December 2024 or 31 December 
2023 (not presented herein) or to the statement of fi  nancial position as at 1 
January 2024, other than with respect to the adjustments described in Note 
30 to the fi  nancial statements. Accordingly , we do not express an opinion or 
any other form of assurance on those respective fi  nancial statements taken 
as a whole.  However , in our opinion, the adjustments described in Note 30 
are appropriate and have been properly applied.

===== SIDA 97 =====