Report from the Annual General Meeting of TradeDoubler AB
The Annual General Meeting of TradeDoubler AB (publ), was held today, May 5, 2011, at the company's head office on Sveavägen in Stockholm.
Dividend
The Annual General Meeting resolved, in accordance with Board's proposal, not to distribute any dividend.
Remuneration to the Board of Directors and auditors
The Annual General Meeting resolved to approve fees for the Board of Directors and the auditors in accordance with nomination committee's proposal.
Board of Directors and Auditor
Regular Board members Mats Sundström, Kristofer Arwin, Heléne Vibbleus Bergquist, Martin Henricson, Martina King, Caroline Sundewall and Simon Turner were re-elected. Mats Sundström was elected as Chairman of the Board.
Adoption of principles for appointment of the Nomination Committee
The Annual General Meeting resolved to adopt the Nomination Committee's proposal regarding criteria for appointment of the Nomination Committee.
Principles for remuneration of senior executives
The Annual General Meeting resolved to adopt the Board of Directors' proposal regarding principles for remuneration of senior executives.
Amendment to the Articles of Association
The Annual General Meeting resolved in accordance with the Board's proposal to change the Articles of Association. In § 6 of the Articles, the minimum number of Board members is changed from six to fice members. In § 8 the notice procedure is simplified meaning that notices to general meetings shall be published in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and on the Company's webpage, that notice has been made shall be announced in Dagens Industri. Finally the text on matters to be dealt with on the general meeting is shortened, and contains only that the annual general meeting shall be held six months after the end of the financial year and that the chairman of the Board, or a person appointed by the Board, shall open the shareholders' meeting and conduct the proceedings until such time as a chairman is elected by the general meeting
Performance Share Plan 2011
The Annual General Meeting resolved, in accordance with the Board of Directors' proposal,
to implement a long-term Performance Share Plan 2011 that covers maximum 170,000 shares (as well as an additional of maximum 30,000 shares as hedge for social security fees), for up to 17 key employees including the CEO. Allotment of Performance Shares is based on average annual percentage growth rate in Earnings per Share during the financial years 2011 to 2013 and requires a saving in TradeDoubler shares.
The Annual General Meeting further resolved, in accordance with the Board of Directors' proposal, to authorize the Board to resolve on acquisitions of a maximum of 70,000 own shares, and to transfer these shares and the 130,000 shares that the Company already holds that were intended as a hedge measure for the 2008 performance based share program but which are not needed. No more than 170,000 shares can be transferred to participants in the Performance Share Plan 2011, and no more than 30,000 shares can be transferred on NASDAQ OMX Stockholm in order to cover certain expenses, mainly social security fees.
Constituent Board meeting
A constituent Board meeting was held after the Annual General Meeting.
For the full details of each proposal adopted by the Annual General Meeting, please refer to www.tradedoubler.com.
For further information, please contact:
Urban Gillström, President and CEO, telephone +46 (0)70 785 76 00
Erik Skånsberg, CFO, telephone +46 (0)70 264 70 35
ir@tradedoubler.com
The information in this press release has been made public by TradeDoubler AB in accordance with the Securities Market Act and/or the Financial Instruments Trading Act. The information was submitted for publication on 5 May, 2011, at 22.00 p.m. (CET).
About TradeDoubler
TradeDoubler helps companies improve their online results, both by increasing sales and by increasing brand awareness. The core business is performance-based online marketing. With a network of over 138,000 web publishers, TradeDoubler helps more than 1,900 advertisers worldwide to reach their business goals. The company has a unique reach being able to address around 75 per cent of Europe's e-commerce consumers. Among the advertisers are Apple, American Express, Dell, Disney, Expedia, lastminute.com and Nokia. The share is listed on Nasdaq OMX. More information is available at www.TradeDoubler.com