Notice to extraordinary general meeting in TradeDoubler AB (publ)
Stockholm, 23 August 2013
The shareholders of TradeDoubler AB (publ), reg. no. 556575-7423, are hereby summoned to Extraordinary General Meeting to be held on Thursday 26 September 2013, at 5.00 pm, at the company's premises on Sveavägen 20, 7 th floor, Stockholm. Registration for the meeting will commence at 4.30 pm.
Shareholders who wish to participate in the General Meeting must (i) be recorded as shareholders in the register of shareholders maintained by Euroclear Sweden AB (" Euroclear ") on Friday 20 September 2013, and (ii) notify the company of their intention to attend the meeting no later than on Friday 20 September 2013, at 4.00 pm.
The notification shall be made in writing to TradeDoubler AB (publ), Sveavägen 20, 7 th floor, 111 57 Stockholm, or by e-mail firstname.lastname@example.org. When the shareholders notify the company they shall state their name, personal identity number/registration number, address, telephone number, registered holding of shares and, when applicable, number of assistants and, when applicable, representatives. Shareholders who are represented by a proxy holder should send the original proxy, signed and dated by the shareholder, to the company in advance of the General Meeting. If the proxy is issued by a legal entity a certified copy of the certificate of registration or equivalent (" Registration Certificate ") for the legal entity shall be attached. The Registration Certificate and the proxy cannot be older than one year, however not when the proxy according to its wording is valid for a longer period, maximum five years. The proxy form is available on TradeDoubler's website: www.tradedoubler.com.
Shareholders whose shares are registered in the name of a nominee must, in order to participate in the General Meeting, request that their shares are temporarily re-registered in their own names in the register of shareholders maintained by Euroclear. Such registration must be effected by Euroclear not later than on Friday 20 September 2013. This means that shareholders who need such registration must in due time before Friday 20 September 2013 notify the nominee thereof.
Any personal record data from proxies and the register of shareholders maintained by Euroclear will be used for necessary registration and preparation of the voting list for the General Meeting.
At the time of issuing notice to attend the General Meeting, the company has in total 42,807,449 registered shares, with one vote per share. The company holds 475,000 own shares.
The shareholders present at the General Meeting have a right to request information regarding the matters on the agenda in accordance with Chapter 7, Section 32 of the Swedish Companies Act (2005:551).
Matters at the General Meeting
B.1 Proposed Agenda
1. Opening of the meeting.
2. Election of the Chairman of the meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two persons to certify the minutes.
6. Consideration of whether the meeting has been properly called.
7. Determining the number of General Meeting elected members of the Board of Directors.
8. Resolution on new remuneration of the Board of Directors.
9. Election and dismissal of the members of the Board of Directors.
10. Election of the chairman of the Board of Directors.
11. Other matters.
12. Conclusion of the meeting.
B.2 Proposals for decision
Item 2 - Election of the Chairman of the meeting
The nomination committee proposes Mats Sundström, Chairman of the Board of Directors, as Chairman of the meeting.
Items 7-10 - Election of the Board of Directors and remunerations etc.
The nomination committee has consisted of Johan Strandberg, appointed by SEB Fonder (chairman), Bo Selling, appointed by Alecta, Mats Andersson, appointed by the Fourth Swedish National Pension Fund, and Mats Sundström, the chairman of the Board of Directors.
The nomination committee has proposed the following to the General Meeting:
that the number of General Meeting elected ordinary members of the Board of Directors shall amount to six instead of five, without any deputies;
that the board remuneration shall be adjusted downwards and that committee work shall no longer be remunerated, whereby earlier resolved remuneration shall apply up until the day of the General Meeting and the new remuneration thereafter:
the Chairman of the Board of Directors receives SEK 250,000 annually, compared to earlier SEK 670,000
members of the Board of Directors receive SEK 250,000 annually, compared to earlier 310,000
the Chairman of the remuneration committee will no longer receive any additional remuneration, compared to earlier SEK 50,000
member of the remuneration committee will no longer receive any additional remuneration, compared to earlier SEK 25,000
the Chairman of the audit committee will no longer receive any additional remuneration, compared to earlier SEK 100,000
member of the audit committee will no longer receive any additional remuneration, compared to earlier SEK 50,000
that board remuneration, following a separate agreement with TradeDoubler AB, may be invoiced by the board member. Provided that it is cost neutral for the company, the invoiced amount may be increased with an amount that corresponds to social fees and VAT;
that the following persons are elected as ordinary members of the Board of Directors: Thomas Bill, Peter Larsson and Lars Sveder. It is noted that Kristofer Arwin and Mats Sundström have given up their positions as board members; and
that Peter Larsson is elected as Chairman of the Board of Directors.
The complete proposals and other documents according to the Swedish Companies Act will, no later than from Thursday 12 September 2013, be made available at the company's head office and at the company's website: www.tradedoubler.com. Copies of the documents as well as this notice will be sent without charge to shareholders that so request and state their address.
The Board of Directors
Stockholm in August 2013
TradeDoubler AB (publ)
For further information, please contact:
Jonas Ragnarsson, CFO
Telephone: +46-8-405 08 00
Tradedoubler is an international leader in performance-based digital marketing and technology. Founded in Sweden in 1999, Tradedoubler pioneered affiliate marketing in Europe and remains the most successful pan-European performance marketing company, combining strategic international insight with detailed in-country expertise. It helps 2,000 advertisers achieve their business goals through its high quality network of 140,000 publishers and was the first to offer an integrated e- and m-commerce offering to help advertisers extend their online programmes to users on mobile devices.
Tradedoubler is committed to close collaboration with each customer, helping them to generate revenue and succeed on a national and international scale. Among Tradedoubler's advertisers are American Express, ClubMed, Dell, Disney, Expedia and CDON. The share is listed on Nasdaq OMX on the Stockholm Exchange. More information can be found on www.tradedoubler.com