Report from TradeDoubler’s Annual General Meeting
The annual general meeting of TradeDoubler AB (publ) was held yesterday, at the company's premises on Birger Jarlsgatan in Stockholm.
The annual general meeting resolved that no dividend should be paid to the shareholders.
Remuneration to the board of directors and auditors
The annual general meeting resolved on remuneration to the board of directors and auditors in accordance with the nomination committee's proposal.
Board of directors and auditor
Pascal Chevalier, Henrik Kvick, Mikael Nachemson, Gautier Normand, Mernosh Saatchi and Peter Åström were elected regular board members. Pascal Chevalier was elected as chairman of the board of directors and Mikael Nachemson to vice chairman. Martin Ahrend, Thomas Bill, Martin Henricson and Peter Larsson declined re-election.
EY was re-elected as auditor for one year.
Proposal on nomination committee for the 2016 annual general meeting
The annual general meeting resolved in accordance with the nomination committee's proposal regarding the resolution of nomination committee for the 2016 annual general meeting.
Principles for remuneration and other conditions of employment for the company management
The annual general meeting resolved in accordance with the board of directors’ proposal on principles for remuneration and other conditions of employment for the company management.
Share price related incentive program
The annual general meeting resolved to adopt a share price related incentive program (the “Program”) for 20-25 senior executive and other key employees within the TradeDoubler group. Participants in the Program must waive their right to short term variable remuneration during the three year term of the Program. The Program comprises a maximum of 2,400,000 shares. Allocation in the Program is contingent upon that the share price, including dividends, in TradeDoubler increases with more than 100 per cent during the performance period starting on 1 June 2015 and ending 31 May 2018. If the goal is met the shares will be allotted, if not there will be no allotment.
The annual general meeting further resolved to introduce a new class of shares, class C shares. The board of directors may reclassify the class C shares into ordinary shares. To ensure the delivery of shares under the Program, the annual general meeting resolved to authorise the board of directors to decide on a directed issue of a maximum of 3,120,000 class C shares to Nordea Bank AB (publ) and subsequently resolve to repurchase the same shares. Further, the annual general meeting resolved that the repurchased class C shares may be reclassified into ordinary shares and subsequently transferred to the participants under the Program.
Finally the annual general meeting resolved to authorise the board of directors, during the period until the next annual general meeting, to resolve, on one or more occasions, on the transfer of not more than 475,000 shares on Nasdaq Stockholm, which are not needed for the company’s other on-going incentive programs, in order to cover certain expenses, primarily social security costs and costs for the repurchase of class C shares.
For the full details of each proposal adopted by the annual general meeting, please refer to www.tradedoubler.com.
Stockholm 6 May, 2015
TradeDoubler AB (publ.)
The information in this announcement is required to be disclosed by TradeDoubler AB under the Swedish Securities Markets Act (Sw. lagen om värdepappersmarknaden). This information was released for publication at 12.45 CET on May 6, 2015.
For further information, please contact:
Matthias Stadelmeyer, CEO Tradedoubler
Phone: +46 8 405 08 00
Tomas Ljunglöf, CFO Tradedoubler
Phone: +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 one of 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 Accor, Disneyland Paris, Microsoft Store, HP, Expedia Group and CDON. The share is listed on Nasdaq on the Stockholm Exchange. More information can be found on www.tradedoubler.com