Articles of association
By-laws for TradeDoubler AB
(Reg.No 556575-7423)
§ 1 Company name
The company’s name is TradeDoubler Aktiebolag. The Company shall be a public company.
§ 2 Registered office
The registered office of the company shall be in the municipality of Stockholm.
§ 3 Activities
The company shall engage in consulting, developing, implementing and selling products, services and software in the fields of internet, extranet, e-commerce, management, marketing and company operations as well as engage in activities compatible therewith.
§ 4 Share capital
The share capital shall be at least SEK 9,000,000 and at the highest SEK 36,000,000.
§ 5 Number of shares
The number of shares shall be at least 22,500,000 and at the highest 90,000,000.
§ 6 Board of directors
The board of directors shall consist of no less than six (6) and no more than nine (9) members.
§ 7 Auditors
The company shall have one or two auditors with or without deputy auditors. A registered public accounting firm can also be elected as auditor.
§ 8 Notice
Notice to attend shareholders’ meetings shall be made by announcement in the Official Gazette and Svenska Dagbladet and Dagens Industri.
A shareholder who wishes to attend a shareholders’ meeting must be entered in a print-out or other transcript of the share register five weekdays before the meeting, and must notify the company not later than on 16.00 p.m. on the day stated in the notice convening the meeting. This day may not fall on a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year's Eve, nor fall earlier than five weekdays before the meeting.
Shareholders may bring assistants to the general meeting, only if the shareholder notifies to the company the number of assistants, as set forth above.
§ 9 Matters at the annual meeting
Annual meetings shall be held annually within six months after the end of the financial year.
The chairman of the board of directors, or a person appointed by the board of directors, shall open the shareholders’ meeting and conduct the proceedings until such time as a chairman is elected by the general meeting.
At annual meetings the following matters shall be considered:
1. Election of a chairman of the general meeting;
2. Preparation and approval of the voting list;
3. Approval of the agenda;
4. Election of one or two persons to verify the minutes;
5. Consideration of whether the general meeting has been properly convened;
6. Presentation of the annual accounts, the auditors’ report and, where applicable, the consolidated accounts and auditors’ report thereon;
7. Resolutions
(i) regarding adoption of the profit and loss account, the balance sheet and, where applicable, the consolidated profit and loss account and the consolidated balance sheet;
(ii) regarding allocation of the company’s profit or loss according to the adopted balance sheet, and
(iii) regarding discharge from liability for the directors and the managing director;
8. Determining the number of members to the board of directors and, where applicable, auditor and deputy auditor;
9. Decision on remuneration to the board of directors and the auditors;
10. Election of members to the board of directors and, when applicable, auditors, and deputy auditors, if any;
11. Election of chairman of the board of directors;
12. Election of the election committee;
13. Determining the principles for compensation to the company management;
14. Other matters relevant to the general meeting according to the Companies Act or the articles of association.
§ 10 Financial year
The financial year of the company shall be the calendar year.
§ 11 Record date provision
The company’s shares shall be registered in a record day register according to the Act (1998:1479) on registration of financial instruments.
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These articles of association have been adopted at the annual meeting on 30 May 2006.
