Corporate governance

Tradedoubler is a Swedish public limited liability company with its registered office in Stockholm.
Tradedoubler’s share has been quoted on NASDAQ Stockholm since 2005.
The governance of Tradedoubler is divided among the following parties:

Shareholders
 

at the annual general meeting (AGM)

Board of directors
 

CEO and Group management

in accordance with the Swedish Companies Act

Articles of association

Swedish Code of Corporate Governance

(the Code)

The board of directors has chosen to jointly handle the duties pertaining to the audit committee according to the Code and the Swedish Companies Act, but which also may be handled by the board as a whole. In all other respects, Tradedoubler has applied the Code without deviation during 2017. The annual general meeting is Tradedoubler’s highest decision-making body in which shareholders exercise their rights to decide on the affairs of the company and where each share carries one vote. Shareholders are informed via Tradedoubler’s website of their entitlement to have an item addressed at the Annual General Meeting. For further information, see the Corporate governance section in the annual report.

Board of directors

The Board of Directors is ultimately responsible for the organisation of Tradedoubler and the management of operations. The Board of Directors develops guidelines and instructions for the operations, managed by the President and CEO. In turn, the President and CEO ensure that the Board is updated regularly on events of importance to the Parent Company, including business development, results, financial position and liquidity of the Group.

According to the Articles of Association, the Board of Directors shall consist of no less than five directors and no more than nine directors. Directors will serve from the close of the Annual General Meeting where they are elected to the close of the following Annual General Meeting.

Pascal Chevalier, born 1967

Member and Chairman of the Board of Directors since 2015.

Independent in relation to the company and the executive management. Dependent in relation to the
company’s major shareholders.

Education: MBA from IAE Paris, IT engineering graduate of EPITDA

Other assignments: Co-founder and CEO of Reworld Media S.A., Board Member and CEO of Sporever, Board Member of 50 Partners, Nextedia, Planet.fr, Leadmedia Group and Mobile Network Group.

Former assignments: Pascal was the Chairman of the board of Netbooster (Alternext Paris ALNBT), Director of Prosodie in London (now Cap Gemini), Chairman of the board of CPI Venture.

Shareholding: 0 shares.

Gautier Normand, born 1978

Member of the Board of Directors since 2015.

Independent in relation to the company and the executive management. Dependent in relation to the company’s major shareholders.

Education: Business school in Paris.

Other assignments: Co-founder and COO of Reworld Media S.A., Board Member and deputy CEO of Sporever.

Former assignments: CEO of La Tribune, Head of Projects at NextRadio TV. Development Director at Axel Springer France and Media Sector Director at Deloitte.

Shareholding: 0 shares.

Jérémy Parola, born 1987

Member of the Board of Directors since 2016.

Independent in relation to the company and the executive management. Dependent in relation to the company’s major shareholders.

Education: Bachelor degree in Marketing from EDHEC Business School and Masters degree in Communication, Marketing and Media Management at Celsa/La Sorbonne.

Other assignments: Web marketing director at Reworld Media S.A.

Former assignments: Business Development Manager at La Tribune (financial Newspaper).

Shareholding: 0 shares.

Erik Siekmann, born 1971

Member of the Board of Directors since 2016.

Independent in relation to the company, the executive management and the company’s major shareholders.

Education: Studies in Economics at the Technical University of Berlin (TU Berlin).

Other assignments: Founder and CEO of Digital Forward GmbH and founder and CEO of Daytona Ventures GmbH as well as co-founder and CEO of ESP – eSales Performance Marketing GmbH.

Former assignments: CEO Blume 2000 new media AG and CEO and co-founder of Valentins GmbH.

Shareholding: 0 shares.

Nils Carlsson, born 1969

Member of the Board of Directors since 2016.

Independent in relation to the company, the executive management and the company’s major shareholders.

Education: MBA, Finance Management, Edinburgh 2011; School of Economics & Management Stockholm, Handelshögskolan 2004; School of Economics Växjö, University degree, Economics,1994.

Other assignments: CEO Eniro Sweden AB; Member of the board of Netbooster; Electrolux; EHL; Vitavaruåtervinning and Eniro.

Former assignments: CEO Electrolux Sweden AB; Group COO Netbooster Group; CEO Guava (UK); VP Product & Sales Telenor AB; Director Business Development Vodafone Group; Director Product development Europolitan AB

Shareholding: 0 shares.

Company management

The President and CEO leads the day-to-day management of the company’s affairs pursuant to the board’s guidelines and directives and is assisted by the group management that currently consists of three people. Group management (company management) is composed of the CEO (Chief Executive Officer), the CFO (Chief Financial Officer) and CTO (Chief Technology Officer).

Matthias Stadelmeyer

CEO since April 2014

Education: Studied Industrial Management and Engineering at the University of Applied Sciences in Munich.

Other assignments: Matthias Stadelmeyer has held several leading positions within Tradedoubler, including Sales Director and Head of TD Technology in Germany, Regional Director for market unit DACH and Vice President Sales. Matthias started his career as Team leader for Online Marketing at CANCOM IT Systeme AG, Munich.

Based: Munich
Holding: 100,000 shares

Viktor Wågström

CFO since October 2016

Education: Degree in Finance, Stockholm  University.

Other assignments: Viktor joined Tradedoubler in March 2015 as Head of Group Accounting, was appointed Interim CFO in May 2016 and took on the position permanently in October 2016. Prior to that Viktor worked for Cision, an international PR software company and held a number of roles including Group Treasurer and Business Controller.

Based: Stockholm
Holding: 20,000 shares

François Pacot

CTO since November 2017

Education: Studied Engineering at Telecom Bretagne in France and Marketing at UCI in California.

Other assignments: François joined Tradedoubler in December 2016 when the group acquired R-Advertising, an email marketing company in which he held the position of the CEO. Prior to that François founded RoyalCactus, a leading social & mobile gaming company.

Based: Aix-en-Provence, France
Holding: 0 shares

Nomination committee

The Nomination Committee has the main task of proposing candidates for the election to the Board of Directors, including the chairman.
They also have the task of preparing remunerations to Board members and Board committees.

Before an Annual General Meeting where election of auditors is to be held, the Nomination Committee also prepares candidates for the election of auditors and decisions about fees to auditors.

For more information, please contact:
Phone: +46 8 405 08 00, E-mail: [email protected]

Nomination Committee 2018/2019
Gautier Normand (chairman), representing Reworld Media S.A.,
Pascal Chevalier, chairman of the Board of Directors,
Yi Shi and Richard Hellekant. 

Auditors

Ernst & Young was appointed by Tradedoubler at the 2017 Annual General Meeting as auditors for a period of one year. Auditor in charge, Erik Sandström.

Remuneration to the auditors: Remuneration to the auditors are listed in note 7 to the Consolidated Financial Statements in the Annual Report 2017.

Articles of association

The company’s name is TradeDoubler Aktiebolag. The Company shall be a public company.

The registered office of the company shall be in the municipality of Stockholm

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.

The share capital shall be at least SEK 9,000,000 and at the highest SEK 36,000,000.

The number of shares in the Company shall be not less than 22,500,000 and not more than 90,000,000.

Shares may be issued in two classes, ordinary shares and Class C shares. Ordinary shares may be issued up to a maximum amount of 90,000,000 and Class C shares up to a maximum amount of 90,000,000.

Class C shares do not entitle to dividends. Upon the Company’s liquidation, Class C shares carry an equivalent right to the Company’s assets as the other classes of shares, however not to an amount exceeding up to the quota value of the share, annualised as per day of distribution with an interest rate of STIBOR 30 days with an additional one percentage point calculated from the date of payment of the subscription price. STIBOR 30 days is set on the first business day of each calendar month.

Should the Company resolve on an issue of new ordinary and Class C shares, against other payment than contribution in kind, each holder of ordinary and Class C shares has preferential rights to subscribe for new shares of the same class in proportion to the number of old shares held by such holder (primary preferential rights). Shares not subscribed for with primary preferential rights shall be offered for subscription to all shareholders in the Company (subsidiary preferential rights). If the number of shares so offered is less than the number subscribed for with subsidiary preferential rights, the shares shall be distributed among the subscribers in proportion to the number of already shares held, or, to the extent that this is not possible, by lot.

Should the Company resolve on an issue of new shares solely of ordinary shares or Class C shares, against other payment than contribution in kind, all shareholders, irrespective of which class of shares held, are entitled to preferential rights to subscribe for new shares in proportion to the number of shares previously held.

The stipulations regarding preferential rights shall apply mutatis mutandis for new issues of warrants and convertible debt, and shall not infringe on the possibility to resolve on an issue in which the preferential rights of shareholders are waived.

If the share capital is increased by a bonus issue, where new shares are issued, new shares shall be issued in relation to the number of shares of the same classes already held. In such cases, old shares of a specific class shall entitle to new shares of the same class. Following a requisite amendment in the Articles of Association, the aforementioned stipulation shall not infringe on the possibility to issue shares of a new class by a bonus issue.

Reduction of the share capital, however not below the minimum share capital, may on request of holders of Class C shares and as resolved by the Company’s Board of Directors or General Meeting, be made by redemption of Class C shares. A request from a shareholder shall be made in writing to the Company’s Board of Directors and the Board of Directors shall promptly act on the matter. When a resolution on reduction has been passed, an amount corresponding to the reduction amount shall be transferred to the Company’s equity reserves, if the required funds are available.

The redemption payment per Class C share shall correspond to the quota value of the share annualised per day with an interest rate of STIBOR 30 days with additional one percentage point calculated from the day of payment of the subscription price. STIBOR 30 days shall be initially set on the day of payment of the subscription price.

Following notice of the redemption resolution, holders having requested redemption shall promptly receive payment for the share, or, if authorisation from the Swedish Companies Registration Office or a court is required, following notice that the final decision has been registered.

Class C shares held by the Company, may upon decision by the Board of Directors be reclassified into ordinary shares, provided that the Class C shares are held by the Company. Immediately thereafter, the Board of Directors shall report the reclassification to the Swedish Companies Registration Office (Sw. Bolagsverket) for registration. The reclassification is effected when it has been registered and the reclassification been noted in the Swedish Central Securities Depository.

The board of directors shall consist of no less than five (5) and no more than nine (9) members.

The company shall have one or two auditors with or without deputy auditors. A registered public accounting firm can also be elected as auditor.

Notice to attend shareholders’ meetings shall be made by announcement in the Official Gazette and at the Company’s website. That notice has been made shall be announced in 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.

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.

The financial year of the company shall be the calendar year.

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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