Notice to extraordinary general meeting in TradeDoubler AB (publ) - Seite 2

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).

2. 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;