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 TO ATTEND THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS
| Source: TradeDoubler AB
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