NOTICE TO ATTEND THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS
The shareholders of TradeDoubler AB (publ) (556575-7423) are hereby summoned to
the annual general meeting of the shareholders to be held on Thursday 6 May
2010, 5:00 pm, at the company's premises on Sveavägen 20, 7th floor, Stockholm.
Registration for the meeting will commence at 4.30 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 2010 and (ii) notify the company of their intention to
attend the meeting no later than on 29 April 2010, 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
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. 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 2010. This means that
shareholders who need such registration must well in advance of 29 April 2010
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 42,807,449 registered shares,
corresponding to in total 42,807,449 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. Appointment of the nomination committee.
16. Decision on principles for compensation and other conditions of
employment of the company management.
17. Other matters.
18. Conclusion of the meeting.
B.2 Proposals for decision
Item 2 - Proposal of chairman of the meeting
The nomination committee proposes Mats Sundström, 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 2009 and proposes that the
profits are carried forward.
Items 11-14 - Proposal for the election of the board of directors and
remuneration, etc.
The nomination committee has consisted of Ramsay Brufer representing Alecta
(chairman), Annika Andersson, representing the Fourth Swedish National Pension
Fund, Jan Andersson, representing Swedbank Robur Fonder, and Mats Sundström the
chairman of the board of directors.
The nomination committee has proposed:
- that the number of directors of the board shall amount to seven;
- that the compensation shall amount to (last year's compensation in
brackets):
chairman of the board 650,000 SEK (450,000)
directors of the board 300,000 SEK (200,000)
chairman of the remuneration committee 50,000 SEK(50,000)
members of the remuneration committee 25,000 SEK (25,000)
chairman of the audit committee 100,000 SEK (100,000)
members of the audit committee 50,000 SEK (50,000);
- that compensation is not awarded to directors of the board who are
employed by the TradeDoubler group;
- that extra compensation of SEK 150 000 per person is awarded for
extraordinary work in conjunction with the interim report for the third quarter
and the rights issue in December 2009 to Mats Sundström, Heléne Bergquist and
Caroline Sundewall. The compensation may be invoiced from a wholly owned
company. If this is done, the invoiced amount shall be increased with an amount
corresponding to social charges and value-added tax;
- 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: Mats
Sundström, Kristofer Arwin, Heléne Bergquist Martin Henricson and Caroline
Sundewall;
- that the following persons are elected as new directors of the board:
Martina King and Simon Turner; the nomination committee may propose additional
directors; and
- that Mats Sundström is elected as chairman of the board of directors.
The current director Lars Stugemo has declined re-election.
Item 15 - 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 2010, 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 2011:
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 2012.
The entire proposal is available on the company's website.
Item 16 - 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 profitability shall be rewarded.
Total remuneration shall be based on four main components; base salary, variable
salary, pension benefits and long term incentive programs.
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. It
shall also be based on predetermined measurable targets. There shall be a
maximum for variable salary, normally not more than 50 percent of the base
salary.
The board of director's view is that long term incentive programs form an
essential part of the long term remuneration strategy and may in the future
offer a long term incentive program to the executive management and other key
employees. Such programs should be performance based or require an investment by
the employee. Furthermore, a continued employment within the group shall be a
prerequisite. Share and share price related incentive programs shall be approved
by a general meeting.
Matters regarding the terms of employment for the managing director will be
decided by the board. The managing director 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 auditor's report, the board of directors' complete
proposals for resolutions regarding agenda items 15 and 16 and the auditor's
statement according to Chapter 8 Section 54 of the Swedish Companies Act 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. Proxy forms in accordance with Chapter 7
Section 54a of the Swedish Companies Act will be available at the company's
premises on Sveavägen 20 and at the company's website.
Stockholm in April 2010
The board of directors of TradeDoubler AB (publ)
[HUG#1400921]
Notice_AGM_2010: http://hugin.info/136251/R/1400921/356076.pdf
