Catena Media publishes prospectus and listing on Nasdaq First North Premier.

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1 NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AUSTRALIA, CANADA NEW ZEALAND, HONG KONG, JAPAN, SWITZERLAND, SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. Press Release 1 February 2016 Catena Media publishes prospectus and listing on Nasdaq First North Premier. Malta 1 February 2016 Catena Media plc ( Catena Media or the Group ) together with the Selling Shareholders 1 have, in order to promote Catena Media s continued growth and development, decided to broaden the shareholder base by a new share issue and sale of existing shares (the Offering ). The board of directors of Catena Media has therefore applied for the Group s shares to be listed on Nasdaq First North Premier. Nasdaq First North Premier has approved Catena Media s application subject to customary conditions. Expected first day of trading is 11 February Today, Catena Media publishes its prospectus and price range as well as the other terms and conditions for the Offering. The offering in brief The Offering consists of an offering to the general public in Sweden and to institutional investors. The Offering is comprised of between 20,492,530 and 21,224,490 shares in Catena Media. Catena Media is offering such number of new shares, not to exceed 8,889,000, as will raise gross proceeds of SEK 240 million. The Selling Shareholders are offering between 12,335,490 to 13,433,530 existing shares, corresponding between 23 to 26% of the shares in Catena Media 2. The Selling shareholders have reserved the right, in the event of sufficient demand, to increase the Offering by between 5,123,060 to 5,306,070 additional existing shares, corresponding to 10% of the shares in Catena Media 2. Furthermore, Optimizer Invest Ltd, LJFK Ltd and Pixel Wizard Ltd have granted an option to Carnegie to purchase up to 3,979,570 additional shares in Catena Media (the Overallotment ), corresponding to 15% of the maximum number of shares that may be offered in the Offering. If the Offering is increased and the Overallotment option is exercised in full, the Offering will comprise of a total of 29,457,900 to 30,510,130 shares, representing approximately 58% of the shares in Catena Media 2. The final price of the Offering is expected to be set within the range of SEK per share, resulting in a market capitalization of Catena Media of approximately SEK 1,430-1,740 million. The final price of the Offering is expected to be announced on 11 February Investment AB Öresund, Swedbank Robur AB, Niklas Eriksson, Ram One AB, Knutsson Holdings AB, Skandrenting AB (fully-owned by Erik Selin) and AMF Fonder have undertaken to in the aggregate acquire shares in the Offering corresponding to SEK 450 million. Based on full subscription in the Offering, that the Offering is increased, the Overallotment option is fully 1 The Selling Shareholders are (i) Optimizer Invest Ltd (ii) Aveny Ltd (iii) Pixel Wizard Ltd (iiii) LJFK Ltd (iiiii) Staymedia AB (iiiiii) Morten Østby (iiiiiii) Vegard Johannessen. 2 After the new issue in the Offering

2 exercised and an Offering price corresponding to the midpoint of the price range (SEK 30.5), the undertakings comprise approximately 49% of the shares in the Offering. A prospectus with the full terms and conditions is published today 1 February 2016 on the Group s website ( The first day of trading on Nasdaq First North Premier is expected to be 11 February 2016 and the shares will trade under the ticker CTM. Robert Andersson, CEO of Catena Media comments: We are very proud of what we have achieved so far but we are always looking ahead and have a very positive view of the future. We have strong growth with high profitability, but more importantly, we have an amazing team. A team that is ready to keep our focus on organic growth, large acquisitions, new market entrances and further product development. Henrik Persson Ekdahl, Chairman of the Board of Catena Media comments: Me and my partners at Optimizer Invest have worked closely together with the management of Catena Media and experienced first-hand how the company has strengthened its offering and market position year after year. The potential is tremendous and we strongly believe that a listed environment will be ideal for the future development of Catena Media. We look forward to welcoming new shareholders to be a part of this journey. About Catena Media Catena Media was founded in 2012 and is engaged in online performance marketing and lead generation and is almost exclusively active within the igaming industry. The Group thereby attracts users from multiple online and mobile channels and directs them to the Group s B2B customers mainly consisting of igaming operators. The Group focuses on the igaming industry, and primarily on igaming operators who operates online casinos on their own websites. igaming operators typically use a network of marketing partners, known as affiliates, to promote their products and services and thus attract more end users to their websites. igaming operators remunerate the affiliates for each end user they refer to them, through such websites as and The Group s Core Focus Markets are Sweden, Norway, Finland, the Netherlands and the United Kingdom. The Group has approximately 80 employees and has its registered office in Sliema, Malta. Catena Media has demonstrated strong financial performance since its inception in 2012 and has increased its revenues from EUR 2.4 million in the nine month period ended 30 September 2014 to EUR 9.0 million in the nine month period ended 30 September 2015, corresponding to a compound annual growth rate of 271%. For the nine month period ending 30 September 2015, Catena Media reported operating profit of EUR 6.1 million, corresponding to an EBIT margin of approximately 67%. For the fourth quarter 2015, the Group estimates revenues to be between EUR 5.8 and EUR 5.9 million with an estimated operating profit between EUR 3.5 and EUR 3.6 million. The offering The Offering consists of an offering to the general public in Sweden and to institutional investors in Sweden and abroad. The Offering is comprised of between 20,492,530 and 21,224,490 shares in Catena Media. Catena Media is offering such number of new shares, not to exceed 8,889,000, as will raise gross

3 proceeds of SEK 240 million. The Selling Shareholders are offering between 12,335,490 to 13,433,530 existing shares, corresponding between 23 to 26% of the shares in Catena Media 3. The Selling shareholders have reserved the right, in the event of sufficient demand, to increase the Offering by between 5,123,060 to 5,306,070 additional existing shares, corresponding to 10% of the shares I Catena Media 3. Furthermore, Optimizer Invest Ltd, LJFK Ltd and Pixel Wizard Ltd have granted an option to Carnegie to purchase up to 3,979,570 additional shares in Catena Media, corresponding to 15% of the maximum number of shares that may be offered in the Offering. If the Offering is increased and the Overallotment option is exercised in full, the Offering will comprise of a total of 29,457,900 to 30,510,130 shares, representing approximately 58% of the shares in Catena Media 3. The final price of the Offering will be decided by the board of directors and Selling Shareholders in consultation with Carnegie Investment Bank, and is expected to be set within the range of SEK per share. The final price of the Offering price is expected to be published on 11 February The final price of the Offering to the general public in Sweden will not exceed SEK 34 per share. The value of the Offering amounts to approximately SEK million based on the price range of the Offering, and approximately SEK 824-1,002 million if the Offering is increased and the Overallotment option is exercised in full. Based on the price range in the Offering, the market capitalization of all shares issued by Catena Media is approximately SEK 1,430-1,740 million. Investment AB Öresund, Swedbank Robur AB, Niklas Eriksson, Ram One AB, Knutsson Holdings AB, Skandrenting AB (fully-owned by Erik Selin) and AMF Fonder, have undertaken to in the aggregate acquire shares in the Offering corresponding to SEK 450 million. Based on full subscription in the Offering, that the Offering is increased, the Overallotment option is fully exercised and an Offering price corresponding to the midpoint of the price range (SEK 30.5), undertakings comprise approximately 49% of the shares in the Offering. Subscription undertaking (SEK million) Number of shares * Percent in the Offering * Investment AB Öresund 100 3,278,600 11% Swedbank Robur AB 100 3,278,600 11% Niklas Eriksson 60 1,967,200 7% Ram One AB 60 1,967,200 7% Knutsson Holdings AB 50 1,639,300 5% Skandrenting AB (fully- owned by Erik Selin) 50 1,639,300 5% AMF Fonder AB ,600 3% Total ,754,000 49% * Based on full subscription in the initial Offering, that the Offering is increased, the Overallotment option is fully exercised and a Offering price corresponding to the midpoint of the price range (SEK 30.5). 3 After the new issue in the Offering

4 The application period for the Offering to the general public in Sweden starts on 1 February 2016 and is expected to close on 9 February The bookbuilding period for institutional investors starts on 1 February 2016 and is expected to close on 10 February 2016 The first day of trading on Nasdaq First North Premier is expected to be 11 February 2016 and the shares will trade under the ticker CTM. The expected settlement day of the Offering is 15 February Carnegie Investment Bank is acting as Global Coordinator and Sole Bookrunner in the Offering. Background and reasons The board of directors and shareholders believe that a listing of Catena Media s shares on Nasdaq First North Premier is an important next step in the Group s continued development. The Group and the board of directors believe that the listing and Offering will: facilitate access to capital markets, both to enable Catena Media to use its shares as a transaction currency in future acquisitions and for raising capital; enhance Catena Media s profile with investors, customers and the sector in general and; diversify Catena Media s shareholder base and allow for a liquid market for the Group s shares going forward. For these reasons, the board of directors has applied for listing on Nasdaq First North Premier. Prospectus and application forms The prospectus for the Offering is available on Catena Media s website ( In addition, the prospectus is also available on Carnegie s website ( Applications can also be made via Avanza ( and Nordnet ( Indicative timetable 1 February 9 February 2016 Application period for the Offering to the general public in Sweden 1 February 10 February 2016 Bookbuilding process for institutional investors 11 February 2016 Announcement of the final Offering price 11 February 2016 First day of trading 15 February 2016 Settlement day Advisors Carnegie Investment Bank is acting as Global Coordinator and Sole Bookrunner in the Offering. Gernandt & Danielsson Advokatbyrå KB is legal advisor to Catena Media and the Selling Shareholders. Baker McKenzie is legal adviser to the Global Coordinator and Sole Bookrunner. Avanza is Certified Advisor. For more information Robert Andersson, CEO,

5 Important notice This announcement is not and does not form a part of any offer for sale of securities. Copies of this announcement are not being made and may not be published, distributed or released into the United States, Australia, Canada, New Zealand, Hong Kong, Japan, Switzerland, South Africa or any other jurisdiction in which the publication, distribution or release would be unlawful. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States. The Company does not intend to register any part of the Offering in the United States or to conduct a public offering of securities in the United States. Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus for the purposes of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the Prospectus Directive ). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus. In any EEA Member State, other than Sweden, that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. Matters discussed in this announcement may constitute forward-looking statements. Forwardlooking statements are statements that are not historical facts and may be identified by words such as believe, expect, anticipate, intends, estimate, will, may, "continue," should and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although Catena Media believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors, which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.