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 VPC AB (the Swedish Securities Register Centre) on 18 May 2007, and (ii) notify the company of their intention to attend the meeting no later than on 18 May 2007, at 4:00 pm. The notification shall be made in writing to TradeDoubler AB (publ.), Barnhusgatan 12, 8tr, 111 23 Stockholm, by telefax 08-40 50 844, by telephone 08-40 50 883 or by e-mail bolagsstamma@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 any 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 to the annual general meeting of the shareholders. 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 VPC AB. Such registration must be effected by VPC AB not later than on 18 May 2007. This means that shareholders who need such registration must well in advance of 18 May 2007 notify the nominee thereof.

 

Any personal record data from powers of attorney and the register of shareholders maintained by VPC AB will be used for necessary registration and preparation of the voting list for the annual general meeting of the shareholders.

 

 

 

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 speech.

9. Report by the chairman of the board of directors on the work of the board of directors, the compensation committee and the audit committee, and report by the chairman of the nomination committees 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 the nomination committee.

16. Decision on principles for compensation and other conditions of employment of the company management.

17. Decision on the board's proposal for an option program for the management.

18. Other matters.

19. Conclusion of the meeting.

 

 

B.2 Proposals for decision

 

 

The nomination committee proposes Carl Svernlöv, attorney at law as chairman of the meeting.

 

 

The board of directors and the managing director propose a dividend of SEK 5.00 per share, and that the record day for the dividend be 29 May 2007. If the annual general meeting of the shareholders decides in accordance with the proposal, it should be able to send the payment of the dividend out via VPC AB on 1 June 2007.

 

 

The nomination committee has consisted of Robert Ahldin representing Arctic Ventures I EHF, Ramsay Brufer (chairman) representing Alecta  Pensionsförsäkringar, Felix Hagnö representing his own holding of shares through Enzymix Systems Ltd., Kjell Duveblad, chairman of the board of directors and the attached members Anders Ljungqvist, representing AMF Pension and Anders Algotsson, representing AFA.

 

The election committee has unanimously proposed:

 

- that the number of members of the board of directors shall amount to eight;

 

- that the compensation to the board of directors shall amount to: SEK 450,000 to the chairman of the board of directors, SEK 250,000 to the vice chairman of the board of directors, SEK 200,000 to each of the other directors of the board which are not employed by TradeDoubler, and for committee work, to the directors appointed by the board of directors: SEK 75,000 to the chairman of the audit committee and SEK 50,000 to each of the other members of the audit committee and SEK 50,000 to the chairman of the compensation 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: Elisabeth Annell, Kjell Duveblad, Felix Hagnö, Martin Henricson and Lars Stugemo and that Kristoffer Arwin, Lars Lundquist and Rolf Lydahl are new-elected as directors of the board, and

 

- that Kjell Duveblad is re-elected as chairman of the board of directors.

 

It is noted that the registered public accounting firm KPMG Bohlins AB, which was elected as auditor at the annual general meeting held in 2005, will remain as auditor with Carl Lindgren as the auditor in charge.

 

 

 

The nomination committee proposes the following with respect to the company's nomination procedure.

 

1. That the company shall have a nomination committee consisting of four members. The members of the nomination committee shall comprise one representative for each of the three shareholders controlling the greatest number of votes that wish to appoint such a representative as well as the chairman of the board (convenor of the first meeting). The nomination committee's term of office is in effect until a new nomination committee is elected. 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.

 

2. That the nomination committee shall be formed based on the shareholding statistics from VPC as per the last business day in June 2007, and other shareholding information which is available to the company at that point in time. In the assessment of which shareholders constitute the three shareholders controlling the greatest number of votes, a group of shareholders shall be deemed to be one shareholder if they have been (i) grouped as owners in the VPC system or (ii) announced and notified the company that they have reached an agreement in writing implying that they will by way of coordinated exercise of voting rights, take a long-term and united position regarding the company's management. The names of the appointed shareholder representatives and the names of the shareholders they represent shall be announced as soon as they have been elected.

 

3. That 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. Shareholders that belong to the three shareholders controlling the greatest number of votes as a result of a more significant change in the number of votes, later than three months prior to the annual general meeting of the shareholders, shall however have the right to appoint a representative to be attached  to the nomination committee. Shareholders that have appointed a representative as member to the nomination committee have the right to dismiss such member and appoint a new representative as member of the nomination committee. Changes in the nomination committee's composition shall be made public as soon as such have occurred.

 

4. That 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 2008:

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

 proposal of the nomination committee for the annual general meeting   of the shareholders 2009.

                      

5. That the nomination committee in connection with its assignment also shall perform the duties that according to the Code of Corporate Governance (Sw: bolagsstyrningskoden) are incumbent on the nomination committee, inter alia to forward certain information to the company in order for the company to perform its duty of information according to the Code and that the company at the request of the nomination committee shall provide personnel facilities such as secretarial functions in the nomination committee to facilitate the work of the nomination committee. In case of necessity, the company should also be able bear reasonable costs of external consultants that the nomination committee consider necessary in order for the nomination committee to perform its assignment.

              

                          

 

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 according to market terms. Growth and improvement of the earnings of the business shall be rewarded and there shall be a maximum limit for the variable salary.

 

The compensation shall consist of a basic salary, variable salary, pension premiums, option programs for the employees and conditions for termination and severance payments.

 

Variable salary shall be according to market terms and shall reward growth, earnings of the business and have a uniting effect for the group. There shall be a maximum limit for variable salary. Variable salary shall not exceed 50% of the basic salary unless particular grounds are at hand.

 

For the company's management a pension program with premiums adjusted to the conditions on the market shall apply.

 

Issues regarding the terms of employment for the managing director are prepared by the board of directors' compensation committee and resolved by the board of directors. The managing director decides upon the terms of employment for the other company management after consultation with the compensation committee or the chairman of the board of directors.

 

The entire proposal is presented on the company's website.

 

 

 

The board of directors proposes that the annual general meeting of the shareholders resolves to introduce the employee stock option program described below. The annual general meeting of the shareholders of 2006 approved the introduction of an employee stock option program comprising of up to 1,400,000 employee stock options and authorized the board of directors to issue a maximum of 1,400,000 warrants.

 

The program has been implemented and there are 820,000 outstanding warrants. These are held by the subsidiary TradeDoubler Sweden AB.

 

In order for the remaining (580,000) employee stock options to be allotted to present and future employees, the annual general meeting of the shareholders must renew its authorisation to the board of directors to issue warrants corresponding to the amount of employee stock options.

 

The employee stock options, which will be granted free of charge, shall be allotted to employees of the TradeDoubler group, and to individuals who are subsequently employed by the group in the mentioned positions. Each employee stock option shall entitle the holder to acquire one share to be delivered by the entity/individual designated by the subsidiary TradeDoubler Sweden AB. The employee stock options are not transferable.

 

The employee stock option period ends on 31 December 2010 with a right to exercise the options for the purchase of shares during the periods 1-15 February 2009, 1-15 February 2010 and 1-31 December 2010. The board of directors' justification for the proposal is that a personal, long-term ownership commitment on behalf of the employees can be expected to stimulate an increased interest in the company's business and earnings, and to increase motivation and sense of identification with the company.

 

Provided that the employee remains employed and that the board of directors' target for annual growth in earnings per share for the financial year 2008 is achieved, then half of the allotted employee stock options can be exercised. The same will apply for the financial year 2009 when the remaining half of the stock options can be exercised. However, stock options referable to previous years, but which have not been exercised due to the failure to meet the established target of earnings per share, may be exercised during subsequent years, provided that the accumulated target for growth in earnings per share is then achieved.

 

The strike price for exercising the employee stock options shall be equivalent to 115% of the average volume-weighted price paid for the share in TradeDoubler AB (publ.) on the OMX Nordic Stock Exchange in Stockholm during the first ten trading days after the board of directors' resolution to issue warrants.

 

The total number of employee stock options that may be granted is a maximum of 580,000. Local adjustments may be made in order to comply with specific regulations or take into consideration the market conditions in different countries.

 

A resolution regarding the board of directors' proposal is valid where supported by shareholders holding not less than nine tenths of both the votes cast and the votes represented at the general meeting.

 

 

In order to be able to execute the employee stock option program, the board of directors of TradeDoubler AB (publ.) (the "Company") proposes that the general meeting authorises the board of directors, on one or several occasions, to resolve to issue a maximum total number of 580,000 warrants, each with a right to subscribe for one share. This authorisation is valid no longer than until the next annual general meeting of the shareholders, and shall also include the right to resolve that the issuance shall deviate from the pre-emption right of the shareholders. The reason for such deviation is to implement the described option program.

 

The strike price that the subscription for shares when exercising the warrants shall be equivalent to 115% of the average volume weighted price paid for the share in TradeDoubler AB (publ.) listed on the Stockholm Stock Exchange during the first ten trading days after the date on which the board of directors' resolution regarding the issuance of warrants.

 

The holder of the warrants shall, with deviation from the pre-emption right of the shareholders, be the wholly-owned subsidiary TradeDoubler Sweden AB, reg. no. 556592-4007, (the "Subsidiary") which will have the right to acquire the options without payment of any consideration. The Subsidiary shall, after subscription, hold the warrants in order to meet the commitments of the employee stock option program as described above. Transfer can then take place without compensation. Subscription of shares by exercise of the warrants can take place during 1 February 2009 - 31 December 2010.

 

Shares that have been issued after subscription shall include the right to dividend for the first time on the record day for dividend that falls closest after the share has been recorded in the share register through registration at VPC.

 

The introduction of the proposed option program will imply a dilution effect of approximately 1.93 percent of the total number of shares and votes in the Company. The total dilution, considering previously issued warrants, amounts to approximately 6.65 percent of the total number of shares and votes in the Company.

 

With a positive share price development, costs for social security contributions for the employee stock options will occur. Such costs will be expensed during the option period based on the change in value of the options.

 

According to IFRS 2, the employee stock options shall be expensed as a personnel cost during the vesting period and reported directly against equity. Based on the assumption that approximately 15% of the offered employee stock options do not vest or are forfeited due to termination of employment, and on the assumption of a share price of SEK 192 on the day of allotment, the calculated total costs for the employee stock options are estimated to amount to approximately MSEK 21 during the period 2006-2010. These costs will be evaluated continually during the option period.

 

The incentive program has been prepared by the compensation committee in consultation with external advisors and has been addressed at a meeting of the board of directors in April 2007.

 

A resolution regarding this proposal is valid where supported by shareholders holding not less than nine tenths of both the votes cast and the shares represented at the general meeting.

 

 

 

The annual accounts and the auditors' report and the board of directors' complete proposals for resolutions regarding agenda item 16 and item 17 will be kept available at the company's office at TradeDoubler AB (publ.), Barnhusgatan 12, 8tr, 111 23 Stockholm, at the latest two weeks prior to the annual general meetings of the shareholders. The board of directors' complete proposals for resolution will also be available 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 2007

 

The board of directors of TradeDoubler AB (publ.)