Notice to attend the Annual General Meeting of the shareholders TradeDoubler AB (publ)
The shareholders of TradeDoubler AB (publ) (556575-7423) are hereby summoned to the annual general meeting of the shareholders to be held on Wednesday 6 May 2009, 4:00 pm, at the company's premises on Sveavägen 20, 7th floor, Stockholm. Registration for the meeting will commence at 3.30 pm.
A. Participation
Shareholders who wish to participate in the annual general meeting of the shareholders must (i) be recorded as shareholders in the register of shareholders maintained by Euroclear Sweden AB (the Swedish Securities Register Centre) on 29 April 2009 and (ii) notify the company of their intention to attend the meeting no later than on 29 April 2009, at 4:00 pm.
The notification shall be made in writing to TradeDoubler AB (publ), Sveavägen 20, 7th floor, 111 57 Stockholm, by telefax +46 (0)8-40 50 801 or by e-mail arsstamma2009@tradedoubler.com. 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. Shareholders who are represented by a proxy should send the original power of attorney, signed and dated by the shareholder, to the company in advance of the meeting.
Shareholders whose shares are registered in the name of a nominee through the trust department of a bank or similar institution must, in order to participate in the annual general meeting of the shareholders, request that their shares are temporarily re-registered in their own names in the register of shareholders maintained by Euroclear Sweden AB. Such registration must be effected by Euroclear Sweden AB not later than on 29 April 2009. This means that shareholders who need such registration must well in advance of 29 April 2009 notify the nominee thereof.
Any personal record data from powers of attorney and the register of shareholders maintained by Euroclear Sweden AB will be used for necessary registration and preparation of the voting list for the annual general meeting of the shareholders.
At the time of issuing notice to attend the annual general meeting of the shareholders, the company has in total 28,581,633 registered shares, corresponding to in total 28,581,633 votes. The company holds 130,000 own shares.
B. Matters at the Annual 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. Presentation of the annual accounts and the auditors' report and the consolidated accounts and the consolidated auditors' report.
8. The managing director's presentation.
9. Report by the chairman of the board of directors on the work of the board of directors, the remuneration committee and the audit committee, and report by the chairman of the nomination committee on the work of the nomination committee.
10. Resolutions regarding:
a) adoption of the profit and loss account, the balance sheet and the consolidated profit and loss account and the consolidated balance sheet,
b) allocation of the company's result according to the approved balance sheet, and
c) discharge from liability for the members of the board of directors and the managing director.
11. Determining the number of members of the board of directors.
12. Decision on remuneration of the board of directors and the auditors.
13. Election of the directors of the board.
14. Election of the chairman of the board of directors.
15. Election of auditor.
16. Appointment of the nomination committee.
17. Decision on principles for compensation and other conditions of employment of the company management.
18. Other matters.
19. Conclusion of the meeting.
B.2 Proposals for decision
Item 2 - Proposal of chairman of the meeting
The nomination committee proposes Lars Lundquist, chairman of the board of directors, as chairman of the meeting.
Item 10 b) - Allocation of the company's result
The board of directors proposes no dividend for 2008.
Items 11-15 - Proposal for the election of the board of directors and auditors, remuneration, etc.
The nomination committee has consisted of Ramsay Brufer representing Alecta Pensionsförsäkring (chairman), Annika Andersson, representing the Fourth Swedish National Pension Fund, Anders Ljungqvist, representing AMF Pensionsförsäkring and AMF Pension Fonder, and the chairman of the board of directors.
The nomination committee has proposed:
- that the number of directors of the board shall amount to eight;
- that the compensation to the board of directors shall amount to: SEK 450,000 to the chairman and SEK 200,000 to each of the other directors of the board who are not employed by the TradeDoubler group. For committee work, to the directors appointed by the board of directors: SEK 100,000 to the chairman of the audit committee and SEK 50,000 to each of the other members of the audit committee; SEK 50,000 to the chairman of the remuneration committee and SEK 25,000 to each of the other members of the remuneration committee;
- that the auditors shall be entitled to a fee in accordance with the amount invoiced;
- that the following persons are re-elected as directors of the board: Kristofer Arwin, Martin Henricson, Nick Hynes and Lars Stugemo;
- that Mats Sundström, Helene Bergquist, Eva Brådhe and Caroline Sundewall are elected as new directors of the board;
- that Mats Sundström is elected as chairman of the board of directors; and
- that Ernst & Young AB are elected as auditors. Thomas Forslund will be appointed as auditor in charge.
- The current directors Elisabet Annell, Felix Hagnö, Lars Lundquist and Rolf Lydahl have declined re-election.
Item 16 - Proposal for appointment of the nomination committee
The nomination committee proposes, in short, the following nomination procedure.
The company shall have a nomination committee consisting of four members; one representative for each of the three shareholders controlling the greatest number of votes and the chairman of the board. The chairman of the nomination committee shall be the representative who represents the shareholder controlling the greatest number of votes, unless the members decide differently.
The nomination committee shall be formed based on the shareholding statistics from Euroclear Sweden AB as per the last business day in June 2009, and other shareholding information which is available to the company at that point in time.
The names of the appointed shareholder representatives and the names of the shareholders they represent shall be announced as soon as they have been appointed.
If, during the nomination committee's term of office, one or more shareholders who appointed a representative(s) to the nomination committee no longer are among the three shareholders controlling the greatest number of votes, the representatives appointed by such shareholder(s) shall resign and be replaced by a new representative/new representatives appointed by the shareholder(s) that at that time is/are among the three shareholder(s) controlling the greatest number of votes not already represented in the nomination committee. Unless specific reasons are at hand, no changes shall occur in the nomination committee's composition if merely marginal changes in the number of votes have occurred, or if the changes have occurred later than three months prior to the annual general meeting of the shareholders.
The nomination committee shall draw up proposals, in the issues mentioned below, for presentation to and decision by the annual general meeting of the shareholders 2010:
a) proposal of chairman of the annual general meeting of the shareholders,
b) proposal of board of directors,
c) proposal of chairman of the board of directors,
d) proposal of remuneration and other compensation to each member of the board of directors, for work of the board of directors, and compensation for committee work,
e) proposal of remuneration to the company's auditor, and
f) proposal of the nomination committee for the annual general meeting of the shareholders 2011.
The entire proposal is available on the company's website.
Item 17 - Proposal for determining the principles for compensation and other conditions of employment to the company management
The board of directors' proposal for principles of compensation and other employment terms of the company management is, in summary, that the compensation shall be competitive on the local market in order to attract, motivate and retain highly skilled employees. Growth and increased profitability shall be rewarded.
Total remuneration shall be based on three main components; base salary, variable salary and pension benefits.
Variable salary shall be in line with local market conditions and shall reward growth, earnings of the business and have a uniting effect for the group. There shall be a maximum for variable salary, normally not more than 50 percent of the base salary.
Matters regarding the terms of employment for the President & CEO will be decided by the board. The President & CEO decides the terms of employment for the other company management, after approval from the remuneration committee.
The Board or the Remuneration Committee may deviate from these principles if special reasons are at hand in an individual case.
The entire proposal is available on the company's website.
C. Miscellaneous
The annual accounts and the auditors' report and the board of directors' complete proposals for resolutions regarding agenda items 16 and 17 will be kept available at the company's office at TradeDoubler AB (publ), Sveavägen 20, 7th floor, 111 57 Stockholm, at the latest two weeks prior to the annual general meetings of the shareholders and at the Company's website: www.tradedoubler.com. Copies of the documents will be sent to shareholders that so request and state their address.
Stockholm in April 2009
The Board of Directors of TradeDoubler AB (publ)