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, 7th floor,
Stockholm. Registration for the meeting will commence at 4.30
pm.
-
Participation
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, 7th floor, 111
57 Stockholm, 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, 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.
-
Miscellaneous
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
E-mail: ir@tradedoubler.com
About
Tradedoubler
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
Notice to extraordinary general
meeting in TradeDoubler AB (publ)
This
announcement is distributed by Thomson Reuters on behalf of Thomson
Reuters clients.
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the
information contained therein.
Source: TradeDoubler AB via Thomson Reuters ONE
HUG#1724497
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