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Beskrivning

LandSverige
ListaSmall Cap Stockholm
SektorInformationsteknik
IndustriProgramvara
TradeDoubler är verksamt inom digital marknadsföring och fokuserar på att skapa och förvalta plattformar för affiliate marketing och annonsering. Bolagets tjänster riktar sig till företag och organisationer som vill öka sin online-närvaro. Verksamheten återfinns med en global närvaro. TradeDoubler grundades 1999 och har sitt huvudkontor i Stockholm.

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2026-04-16 15:00:00

The shareholders of TradeDoubler AB (publ), reg. no. 556575-7423, are hereby summoned to Annual General Meeting to be held on Tuesday 19 May 2026 at 09:00, at the company's premises at Centralplan 15, 3rd floor, Stockholm. Registration for the Meeting will commence at 08:45.

 

The Board of Directors has decided, pursuant to the company's articles of association, that shareholders shall also have the right to exercise their voting rights by postal voting in advance. Shareholders may therefore choose to exercise their voting rights at the Meeting by attending in person, through a proxy or by postal voting in advance.

 

  1.                                  Participation

 

A.1  Right to participate in the Meeting

 

Shareholders wishing to attend the Meeting must:

 

(i)                  be recorded as a shareholder in the share register kept by Euroclear Sweden AB as of Friday 8 May 2026, and

 

(ii)                no later than Tuesday 12 May 2026, give notice of attendance at the Meeting to the company in accordance with the instructions set out in the section "A.2 Notice of attendance for participating in person or through a proxy" or submit a postal vote in accordance with the instructions set out in the section "A.3 Advance voting". 

 

To be entitled to participate in the Meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to providing notice of attendance or submit a postal vote, register its shares in its own name so that the shareholder is recorded in the share register as of Friday 8 May 2026. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee's procedures and such time in advance as the nominee determines. Voting right registrations completed no later than Tuesday 12 May 2026 are taken into account when preparing the share register.

 

A.2 Notice of attendance for participating in person or through a proxy

Shareholders who wish to participate in the Meeting in person or through a proxy shall give notice thereof to the company. The notice shall be made either by e-mail to bolagsstamma@tradedoubler.com or by regular mail to TradeDoubler AB (publ), Centralplan 15, 111 20 Stockholm. 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 wish to be represented by a proxy must issue a power-of-attorney, signed and dated by the shareholder, for the proxy. The power-of-attorney must be presented in original and should, in order to facilitate entrance to the Meeting, be sent to the company in original prior to the Meeting. If the power-of-attorney is issued by a legal entity a certified copy of the certificate of registration or equivalent for the legal entity shall be attached. The registration certificate and the power-of-attorney cannot be older than one year, however not when the power-of-attorney according to its wording is valid for a longer period, maximum five years. A proxy form in Swedish and English is available on TradeDoubler's website, www.tradedoubler.com.

 

 

A.3 Advance voting

Shareholders who wish to exercise their voting rights at the Meeting by postal voting in advance shall use a special advance voting form. The form is available on the company's website, www.tradedoubler.com. The advance voting form is considered as notice of attendance.

 

The completed voting form must be received by the company no later than on Tuesday 12 May 2026. The form shall be submitted either by e-mail to bolagsstamma@tradedoubler.com or by regular mail to TradeDoubler AB (publ), Centralplan 15, 111 20 Stockholm. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the advance voting form.

 

If the shareholder votes in advance by proxy, a power-of-attorney, signed and dated by the shareholder, for the proxy shall be enclosed to the advance voting form. If the power-of-attorney is issued by a legal entity a certified copy of the certificate of registration or equivalent for the legal entity shall be attached. The registration certificate and the power-of-attorney cannot be older than one year, however not when the power-of-attorney according to its wording is valid for a longer period, maximum five years. A proxy form in Swedish and English is available on TradeDoubler's website, www.tradedoubler.com.

 

Those who wish to withdraw a submitted advance vote and instead exercise their voting rights by participating in the Meeting in person or through a proxy must give notice thereof to the Meeting's secretariat prior to the opening of the Meeting.

 

For questions about the Meeting or to have the advance voting form or proxy form sent by mail, please contact the company via e-mail to bolagsstamma@tradedoubler.com.

 

A.4 Right to request information

 

Shareholders present at the Meeting have a right to request information regarding the matters on the agenda or the company's economic situation in accordance with Chapter 7, Section 32 of the Swedish Companies Act (2005:551).

 

  1.                                   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. Determination of whether the Meeting has been properly convened.

 7. The Managing Director's presentation.

 8. Presentation of the Annual Accounts and the auditors' report and the consolidated accounts and the consolidated auditors' report.

 9. 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.

 10. Approval of the remuneration report.

 11. Determining the number of members of the Board of Directors that shall be elected by the Meeting.

 12. Election of the members of the Board of Directors.

 13. Election of the chairman of the Board of Directors.

 14. Election of auditor. 

 15.  Resolution on remuneration of the Board of Directors and auditor.

 16.  Resolution on guidelines for compensation of the Company management

 17. Resolution on authorisation for the Board of Directors to resolve upon issuance of shares, warrants and/or convertibles.

 18. Resolution on authorisation for the Board of Directors to resolve upon acquisition of own shares.

 19. Resolution on authorisation for the Board of Directors to resolve upon the transfer of own shares.

 20. Conclusion of the Meeting.

 

 B.2 Proposals for decision

 

  Item 2 - Election of the chairman of the Meeting

 

The nomination committee proposes that Ebba Olsson Werkell, KANTER Advokatbyrå, is elected as the chairman of the Meeting.

 

Item 9 b) - Allocation of the company's result

 

The Board of Directors proposes that no dividend shall be paid to the shareholders.  

 

Item 10 - Approval of the remuneration report

 

The Board of Directors proposes that the Annual General Meeting resolves to approve the remuneration report according to Chapter 8, Section 53 a of the Swedish Companies Act.

 

Items 11-15 - Election of the Board of Directors and remunerations etc.

 

The nomination committee has consisted of Gautier Normand, appointed by Reworld Media (chairman), Yi Shi, own holdings, Per Ekstrand, appointed by Ekstrand Corporate Advisors AB, and Pascal Chevalier, chairman of the Board.

 

The nomination committee has proposed the following to the Annual General Meeting:

 

-                     that the number of ordinary members of the Board of Directors shall amount to five with no deputies;

 

-                     that the following persons are re-elected, for the time until the end of the next AGM, as members of the Board of Directors: Pascal Chevalier, Gautier Normand, Jérémy Parola, Erik Siekmann and Xavier Penat;

 

-                     that Pascal Chevalier is re-elected as chairman of the Board of Directors;

 

-                     that EY AB is re-elected as auditor for the time until the end of the next AGM;

 

-                     that the remuneration to the members of the Board of Directors shall amount to SEK 180,000 per person; and

 

-                     that the auditor shall be entitled to a fee in accordance with the approved amount invoiced.

 

Information about the proposed members of the Board of Directors is available on TradeDoubler's website, www.tradedoubler.com.

 

Item 16 - Resolution on principles for compensation of the Company management

 

The Board of Directors proposes the following guidelines for compensation to the Company management. The guidelines are unchanged compared to the previously adopted guidelines.

 

The Board of Directors' proposed guidelines for compensation to the Company management

 

Company management fall within the provisions of these guidelines. Company management is defined as the managing director and other members of the Senior Leadership Team. The guidelines are applicable to compensation agreed, and amendments to compensation already agreed, after adoption of the guidelines by the Annual General Meeting.  

 

Members of the Board of Directors, elected at General Meetings, may in certain cases receive a fee for services performed within their respective areas of expertise, outside of their Board of Directors duties. Compensation for these services shall be paid at market terms and be approved by the Board of Directors.

 

The total remuneration shall be competitive on the local market where the employee is based in order to attract, motivate and retain highly skilled employees. Individual remuneration shall be based on the employee's experience, competence, responsibility and performance.

 

Remuneration under employments subject to other rules than Swedish may be duly adjusted to comply with mandatory rules or local practice, taking into account the overall purpose of these guidelines.

 

The guidelines' promotion of the Company's business strategy, long-term interests and sustainability

 

The Company's business strategy is described in detail on the Company's website:

https://www.tradedoubler.com/  

 

Types of remuneration, etc.

 

Variable salary covered by these guidelines shall aim at promoting the Company's business strategy and long-term interests, including its sustainability.

 

Total remuneration can be based on four main components; base salary, variable salary, pension benefits and other benefits. Additionally, the General Meeting may - irrespective of these guidelines - resolve on, among other things, share-related or share price-related long-term incentive programs.

 

Base salary: The base salary shall be in line with local market conditions and shall be based on experience, competence, responsibility and performance.

 

Variable salary: Variable salary shall be in line with local market conditions and reward growth and profitability and have a uniting effect for the group. It should be based on pre-defined measurable targets, both quantitative and qualitative, agreed in writing with the employee. The variable salary may amount to not more than 100 per cent of the base salary.

 

Pension: Pension benefits may be offered to the Company management, depending on local market conditions. Management based in Sweden is offered a benefit that, essentially, corresponds to the so called ITP Plan. For management based outside Sweden, pension benefits may not exceed 50 per cent of the base salary.

 

Notice and severance payment: A mutual termination period of 3-9 months shall apply for the Company management. Severance payment, if any, shall not exceed a sum equal to 12 months base salary if the Company terminates the employment. If the employee terminates the employment he/she should normally not be entitled to any severance payment.

 

Additionally, remuneration may be paid for non-compete undertakings. Such remuneration may compensate for loss of income and shall only be paid in so far as the previously employed executive is not entitled to severance pay. The remuneration shall amount to not more than 100 per cent of the monthly income at the time of termination of employment and be paid during the time the non-compete undertaking applies, however not for more than 12 months following termination of employment.

 

Long term incentive programs: Any share and share price related incentive programs shall be approved by a General Meeting and are therefore excluded from these guidelines.

 

Other benefits: Other benefits such as company cars shall have a limited value in relation to the total compensation. Such benefits may amount to not more than 15 per cent of the base salary.

 

Salary and employment conditions for employees

 

In the preparation of the Board of Directors' proposal for these compensation guidelines, salary and employment conditions for employees of the Company have been taken into account by including information on the employees' total income, the components of the remuneration and increase and growth rate over time, in the Remuneration Committee's and the Board of Directors' basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.

 

The decision-making process to determine, review and implement the guidelines

 

Matters regarding the terms of employment for the managing director are to be decided by the Board of Directors. The managing director decides the terms of employment for the other Company management after approval from the Remuneration Committee.

 

The Remuneration Committee's tasks include preparing the Board of Directors' decision to propose guidelines for compensation to Company management. The Board of Directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the General Meeting. The guidelines shall be in force until new guidelines are adopted by the General Meeting. The Remuneration Committee shall also monitor and evaluate programs for variable remuneration for the executive management, the application of the guidelines for executive remuneration as well as the current remuneration structures and compensation levels in the Company. The CEO and other members of the executive management do not participate in the Board of Directors' processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.

 

Derogation from the guidelines

 

The Board of Directors or the Remuneration Committee may, in whole or in part, deviate from these principles if special reasons are at hand in an individual case and a derogation is necessary to serve the Company's long-term interests, including its sustainability, or to ensure the Company's financial viability. As set out above, the Remuneration Committee's tasks include preparing the Board of Directors' resolutions in remuneration-related matters. This includes any resolutions to derogate from the guidelines.

 

Item 17 - Resolution on authorisation for the Board of Directors to resolve upon issuance of shares, warrants and/or convertibles

 

The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors, until the next Annual General Meeting, on one or several occasions, with or without deviation from the shareholders' preferential rights, to resolve on new issues of shares, warrants and/or convertibles. The authorisation shall also include the right to resolve on new issues where the shares, warrants or convertibles are to be paid for with non-cash consideration, through set-off or otherwise with conditions pursuant to the Swedish Companies Act.

 

Cash or offset issues deviating from shareholders' preferential rights must take place on market terms.

 

The reason for the proposal and the possibility of deviating from the shareholders' preferential rights is to allow for flexibility in connection with any acquisitions or capital procurements.

 

A valid resolution requires approval of shareholders representing not less than two thirds of the votes cast as well as the shares represented at the Meeting.

 

Item 18 - Resolution on authorisation for the Board of Directors to resolve upon acquisition of own shares

 

The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors, until the next Annual General Meeting, on one or several occasions, to resolve on the acquisition of a maximum number of own shares so that, after the purchase, the Company holds not more than ten (10) per cent of the total number of shares in the Company. Shares shall be purchased on Nasdaq Stockholm.  Purchases of shares may only be effected on Nasdaq Stockholm at a price that does not exceed a price higher than the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the share is traded and otherwise in accordance with the terms applicable as set forth by Nasdaq Stockholm. In the event that the acquisitions are effected by a member of the stock exchange as assigned by the Company, the price of own shares may, however, correspond to the volume weighted average price during the time period within which the shares were acquired, even if the volume weighted average price on the day of delivery to the Company falls outside the price range.

 

The purpose of the repurchase of own shares is firstly to align the Company's capital structure to the Company's capital requirements and, where appropriate, to enable share transfers in conjunction with the financing of Company acquisitions and other types of strategic investments and acquisitions.

 

A valid resolution requires approval of shareholders representing not less than two thirds of the votes cast as well as the shares represented at the Meeting.

 

Item 19 - Resolution on authorisation for the Board of Directors to resolve upon the transfer of own shares

 

The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors, until the next Annual General Meeting, on one or several occasions, to resolve on the transfer of shares in the Company. The shares may only be transferred in conjunction with the financing of Company acquisitions and other types of strategic investments and acquisitions, and the transfers may not exceed the maximum number of treasury shares held by the Company at any given time. Transfer of own shares shall be made either on Nasdaq Stockholm or in another manner.

 

Transfer of own shares may be effected otherwise than on Nasdaq Stockholm at an estimated market value or according to agreement with sellers in connection with acquisitions and may deviate from the shareholders' preferential rights. Payment for transferred shares may be made in cash, in kind or through set-off. Transfer of own shares may also be carried out on Nasdaq Stockholm at a price within the registered price range at any given time or otherwise in accordance with applicable regulations.

 

The reason for the proposal and the possibility of deviating from the shareholders' preferential rights is, where appropriate, to be able to transfer shares in conjunction with the financing of any Company acquisitions and other types of strategic investments and acquisitions in a cost-efficient manner.

 

A valid resolution requires approval of shareholders representing not less than two thirds of the votes cast as well as the shares represented at the Meeting.

 

 

  1.                                    Miscellaneous

 

The Annual Accounts, the auditor's report and complete proposals and other documents according to the Swedish Companies Act and the Swedish Corporate Governance Code will, no later than from Tuesday 28 April 2026, be made available at the company's head office and 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.

 

At the time of this notice, the total number of shares and votes in the Company amounts to 65,445,838 (61,236,598 ordinary shares and 4,209,240 c-shares). The Company holds 5,060,056 own shares whereof 850,816 ordinary shares and 4,209,240 c-shares.

 

For information on how your personal data is processed, please see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

 

 

___________________________

 

Stockholm in April 2026

TradeDoubler AB (publ)

The Board of Directors