The shareholders of TradeDoubler AB (publ), reg. no. 556575-7423, are hereby summoned to an Extraordinary General Meeting to be held on Thursday 4 February 2016, at 10.00 am, at the company’s premises on Birger Jarlsgatan 57A, 7th floor, Stockholm. Registration for the meeting will commence at 9.30 am.
Shareholders who wish to participate in the Extraordinary General Meeting must (i) be recorded as shareholders in the register of shareholders maintained by Euroclear Sweden AB (“Euroclear”) on Friday 29 January 2016, and (ii) notify the company of their intention to attend the meeting not later than on Friday 29 January 2016.
The notification shall be made in writing to TradeDoubler AB (publ), Birger Jarlsgatan 57A, 7th floor, 113 56 Stockholm, or by e-mail [email protected] 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 valid original proxy, signed and dated by the shareholder, to the company in advance of the Extraordinary 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 cannot be older than one year and the proxy cannot be older than one year except where the proxy is valid for a longer period with a maximum of 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 Extraordinary 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 29 January 2016. This means that shareholders who need such registration must in due time before Friday 29 January 2016 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 Extraordinary General Meeting.
At the time of issuing notice to attend the Extraordinary General Meeting, the company has in total 42,807,449 registered stem shares and 3,120,000 C class shares, each with one vote per share, whereof the company holds 475,000 own stem shares and 3,120,000 C class shares.
The shareholders present at the Extraordinary 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).
B. Matters at the Extraordinary 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 convened.
7. Determining the number of members of the Board of Directors.
8. Resolution on remuneration to the Board of Directors.
9. Election of the members of the Board of Directors.
10. Election of the chairman of the Board of Directors.
11. Conclusion of the meeting.
B.2 Proposals for resolutions
The Extraordinary General Meeting has been convened upon request from the company’s largest shareholder Reworld Media S.A. with a holding of 13,756,554 shares in the company (corresponding to 29,95 percent of the shares and votes).
Item 2 – Election of the chairman of the meeting
Reworld Media S.A. proposes Sören Lindström, Hannes Snellman Attorneys, as chairman of the meeting.
Items 7-10 – Election of the Board of Directors and remuneration
Reworld Media S.A. will present its proposal with respect to items 7-10 in a separate press release before the Extraordinary General Meeting.
The complete proposals will be available before the Extraordinary General Meeting 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 January 2016
TradeDoubler AB (publ)
For more information, please contact:
Gautier Normand, member of the Board of Directors of TradeDoubler AB
Tel: +33 (0)610 17 67 17
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, Disney, Expedia and CDON. The share is listed on Nasdaq OMX on the Stockholm Exchange. More information can be found on www.tradedoubler.com