Notice of Annual General Meeting of Eniro AB

Welcome to the Annual General Meeting (AGM) of Eniro AB (publ), corporate identity number 556588-0936, (“Eniro or “the Company”), to be held on Wednesday, June 7, 2017 at 11 a.m. CET in the premises of Summit, Kista Time Building, Kistagången 12, Kista, Sweden. Registration to the AGM will open at 10 a.m., where coffee and cake will be served .  

Participation

A shareholder wishing to attend must:

  • be recorded as a shareholder in the shareholder register maintained by Euroclear Sweden AB on Wednesday, May 31, 2017, and
  • give notice of attendance to the Company no later than Wednesday, May 31, 2017.

Notice of attendance may be given in writing to Eniro AB, “Annual General Meeting,” Box 7832, SE-103 98 Stockholm, Sweden, by telephone +46 (0)8 402 90 44 on weekdays between 9 a.m. and 4 p.m. CET, or on the Company’s website, www.enirogroup.com, (natural persons only). When giving notice of attendance, please state name/company name, personal identity number/corporate identity number, address, telephone number, and the number of accompanying persons, if any.  

Shareholders whose shares are held in trust in the name of a nominee must, in addition to giving notice of attendance, temporarily register their shares in their own names in the shareholder register (so-called voting rights registration) in order to be able to participate at the meeting. Such registration must be executed by Wednesday, May 31, 2017, and should be requested at the bank or trustee well in advance of this date.

Shareholders who participate via proxy or representative should send authorization documents (power of attorney/and or certificate of registration) to the Company at the address above well in advance of the meeting. Proxy forms are available on Eniro’s website: www.enirogroup.com.

Proposed agenda

  1. Opening the meeting
  2. Election of an AGM chair
  3. Preparation and approval of voting register
  4. Approval of the agenda
  5. Election of two persons to check the minutes of the meeting
  6. Determination of whether the meeting has been duly convened
  7. CEO’s address
  8. Report by the Chairman of the Board on the work of the Board of Directors and of the board committees in 2016
  9. Presentation of the annual report and auditor’s report, the consolidated financial statements and the auditor’s report on the consolidated financial statements, and the auditor’s statement on whether the guidelines for remuneration of senior executives have been followed
  10. Resolution on adoption of the income statement and balance sheet and of the consolidated income statement and consolidated balance sheet
  11. Resolution on discharge of the directors and President from liability
  12. Resolution on appropriation of the Company’s result in accordance with the adopted balance sheet
  13. Resolution on the number of directors and deputy directors to be elected by the meeting
  14. Resolution on directors’ fees
  15. Election of directors, the Chairman of the Board, and any deputy directors
  16. Resolution on the number of auditors and deputy auditors
  17. Resolution on auditor’s fees
  18. Election of auditors and any deputy auditors
  19. Resolution on the Nomination Committee
  20. Resolution on guidelines for remuneration of senior executives
  21. Resolutions on

a) amendment of the Articles of Association (addition of a new class of stock with a conversion clause), b) amendment of the Articles of Association (limits on the number of shares and the share capital), c) reduction of the share capital without extinguishing shares, d) reduction of the share capital through the extinguishing of preference shares, e) directed new issue of Class A ordinary shares to holders of preference shares, f) directed new issue of Class A ordinary shares to holders of convertibles, g) directed new issue of Class B ordinary shares to the Company’s lending banks, h) a bonus issue, and i) authorization of the Board of Directors to decide on new issues of ordinary shares

 22.  Authorization of the Board of Directors to decide on new issues of ordinary shares

23.  Closing of the meeting  

Proposed resolutions

Point 2 – AGM chair

Eniro’s nomination committee ahead of the 2017 AGM consists of Sebastian Jahreskog (own shareholding and via companies), nomination committee chair; Joakim Falkner (appointed by shareholder Per Helander); Ilija Batljan (own shareholding and via companies); and Björn Björnsson (Chairman of the Board of Eniro).

The Nomination Committee proposes attorney Axel Calissendorff for election as AGM chair.

Point 12 – Dividend

The Board of Directors recommends that the 2017 AGM resolve that no dividend shall be paid, neither for ordinary nor preference shares.

Point 13 – Number of directors

The Nomination Committee proposes that the Board of Directors shall have four directors and no deputies (unchanged).

Point 14 – Directors’ fees

The Nomination Committee proposes that the following fees be paid to the Company’s directors (unchanged):

  • SEK 1,100,000 to the Chairman of the Board and SEK 420,000 to each of the other directors elected by a general meeting, 
  • SEK 150,000 to the Audit Committee chair and SEK 75,000 to each of the other members of the Audit Committee, and
  • SEK 150,000 to the Remuneration Committee chair and SEK 75,000 to each of the other members of the Remuneration Committee.

Point 15 – Election of directors and the Chairman of the Board

The Nomination Committee proposes:

  • re-election of Joachim Berner, Björn Björnsson, Örjan Frid and Ola Salmén as directors, and
  • re-election of Björn Björnsson as Chairman of the Board.

Information on the persons proposed by the Nomination Committee as directors is available on Eniro’s website: www.enirogroup.com .

Point 16 – Number of auditors

The Nomination Committee proposes that the Company shall have a chartered accounting firm as its auditor and no deputy auditor.

Point 17 – Auditor’s fees

The Nomination Committee proposes that the auditor’s fees shall be payable in accordance with an approved invoice based on a submitted tender.

Point 18 – Election of auditor

The Nomination Committee proposes re-election of the accounting firm PricewaterhouseCoopers AB as auditor for the period until the end of the 2018 AGM. PricewaterhouseCoopers has notified the Company that Michael Bengtsson will be appointed as chief auditor if the AGM resolves in favor of the proposal. The proposal is in accordance with the Audit Committee’s recommendation based on a tendering process in which two accounting firms submitted tenders.

Point 19 – Nomination Committee

The Nomination Committee proposes that a nomination committee shall be formed as follows (unchanged proposal):

The Chairman of the Board shall contact the four largest shareholders based on Euroclear Sweden AB’s list* of registered shareholders as per the last business day of August. Each of the four largest shareholders shall have the opportunity to appoint a representative who, together with the Chairman of the Board, will constitute the Nomination Committee until such time that a new nomination committee has been appointed. If any of these shareholders chooses to refrain from its right to appoint a representative, the right shall pass to the shareholder that has the largest shareholding after these shareholders. Unless the members agree otherwise, the Nomination Committee chair shall be the member who represents the largest shareholder in terms of votes. However, the Chairman of the Board may not serve as Nomination Committee chair. No fees shall be paid to the members of the Nomination Committee. The composition of the Nomination Committee shall be publicly announced through a separate press release as soon as the Nomination Committee has been appointed and not later than six months prior to the AGM. This information shall also be posted on the Company’s website, where information shall also be provided on how shareholders can submit proposals to the Nomination Committee.

A member of the Nomination Committee shall resign if the shareholder that appointed such member is no longer one of the four largest shareholders. Thereafter, a new shareholder in the order of largest shareholders shall be invited to appoint a member. However, only ten shareholders in turn need to be asked. Unless special reasons exist, however, no change shall be made in the Nomination Committee’s composition if only minor changes in the number of votes have taken place or if a change takes place later than three months before the Annual General Meeting. If a member of the Nomination Committee resigns from his or her assignment by his or her own accord before the committee’s work has been completed, the shareholder that appointed the resigning member shall appoint a successor, provided that the shareholder is still one of the four largest shareholders in terms of votes. The Nominating Committee has the right, if considered appropriate, to co-opt a member who is appointed by a shareholder that, after the Nomination Committee has been constituted, has become one of the four shareholders that have the largest shareholdings in the Company and that is not already represented on the Nomination Committee. Such co-opted member may not participate in decisions of the Nomination Committee.

The Nomination Committee’s assignment shall be to submit recommendations prior to the AGM on the number of directors, the composition of the Board of Directors, the Chairman of the Board of Directors, directors’ fees, any fees for committee work, election of the auditor and auditor’s fees, and a person to serve as AGM chair. The Nomination Committee shall also submit recommendations to the AGM for the process for establishment of the following year’s nomination committee. The Nomination Committee’s recommendations shall be presented in the official notice of the Annual General Meeting and on the Company’s website.

* The ownership statistics that shall be used shall be sorted by voting power (owner-grouped) and include the largest owner-registered shareholders in Sweden, i.e., shareholders with accounts with Euroclear Sweden AB in their own names or shareholders who have a custody account with a trustee that has provided the shareholder’s identity to Euroclear Sweden AB.

Point 20 – Guidelines for remuneration of senior executives

The Board of Directors proposes that the 2017 AGM resolve to adopt the following guidelines for remuneration of senior executives for the time until the 2018 AGM.

By senior executives is meant the President and other members of Group Management (currently three persons).

The objective is that Eniro shall offer compensation in line with the going rate in the market consisting of a fixed base salary, variable cash salary, and pension provisions and other remuneration and benefits. The 2016 AGM resolved in favor of a long-term share-based incentive program consisting of warrants (2016/2019). The Remuneration Committee and the Board of Directors have reviewed the remuneration structures in the Group and therefore recommend no changes in the remuneration guidelines compared with the guidelines adopted by the 2016 AGM. No new long-term share-based incentive program has been proposed to the 2017 AGM, and variable salary components have been limited.

The fixed base salary is based on the individual executive’s responsibilities, competence and experience. Variable salary targets shall be set by the Board of Directors starting on January 1, 2017, and shall be based on the outcome in relation to defined and measurable targets – both joint and individual – and shall be capped in relation to the executive’s base salary. The variable cash salary shall be capped at a maximum of 40 percent of the base salary. No variable cash salary is for the moment payable to the President. The Board of Directors sets the variable cash salary based on annual evaluations of the individual executive’s achievement of the set targets. Payment of the variable salary component shall be conditional upon the long-term, sustainable achievement of the underlying targets. The company shall retain the right to demand reimbursement of variable salary if the award has been based on information that later proves to be manifestly incorrect.

Eniro’s pension policy is based on either an individual occupation pension plan or a defined contribution pension plan, at a maximum of 35 percent of fixed salary. Upon termination of employment at the Company’s initiative, a notice period of a maximum of 12 months applies, and no severance pay is payable. In the event the employee gives notice; a notice period of six months applies. For the President of the Company, Örjan Frid, a mutual notice period of six months applies, and no severance pay is payable. Other remuneration and benefits, such as a company car and disability insurance, shall be on market terms.

The Board of Directors may depart from these guidelines in individual cases if special reasons exist.

The guidelines approved by the 2016 AGM have been adhered to.  

The cost of cash variable remuneration for senior executives in 2017 is approximately SEK 0.5 M upon 50 percent target achievement and approximately SEK 1 M for 100 percent target achievement, excluding social security charges, based on the Group Management’s current composition.

Point 21 – Articles of Association, reduction of share capital, rights issue, authorizations, etc.

Background

Eniro has in collaboration with the Company’s lending banks agreed on a recapitalization plan, which was announced by the Company on April 3, 2017. This can be summarized in the following, main points:

  • Exchange Offers to holders of preference shares and holders of convertibles to exchange these for Class A ordinary shares in the Company. The points below are conditional upon acceptance of the Exchange Offers to the requisite extent.
  • Conversion of SEK 150 M in bank loans to Class B ordinary shares in the Company.
  • A Cash Issue of Class A ordinary shares of approximately SEK 275 M with a subscription discount, to be used for amortization of bank loans. The cash issue shall be subscribed with preferential rights by ordinary shareholders of the Company as per a record date set by the Board of Directors (preliminarily at the end of July 2017), and thereafter by certain other persons entitled to subscribe.
  • A write-off of the Eniro’s bank loans in the same amount will be applied to the Company through the Cash Issue, but not more than SEK 275 M.
  • A Subscription Obligation through set-off of bank loans by the Company’s lending banks, pertaining to the corresponding numbers of shares that are not subscribed for by other persons entitled to subscribe in the Cash Issue. The shares subscribed by the Company’s lending banks will thereby be Class B ordinary shares in the Company.
  • A possible directed new issue of Class B ordinary shares through set-off of bank loans where the subscription amount shall correspond to the amount subscribed by the banks through their Subscription Obligation.
  • New terms of bank loans with lower amortization requirements, a lower interest rate and financial key ratio covenants that are better-suited to the Company’s new business plan.

The recapitalization plan requires that a number of resolutions are passed by a general meeting of shareholders. Some of the measures require a subsequent board decision, mainly based on authorizations approved by a general meeting of shareholders. 

The Board’s recommendations for decision arising out of the recapitalization plan

The Board’s recommendations for decision under points a) – i) are conditional upon each other, and the general meeting’s resolutions in favor of points a) – i) shall be regarded as a single resolution. Resolutions in favor of points a) – i) may be registered together or separately in full or in part.

a)  Amendment of the Articles of Association (addition of a new class of stock with a conversion clause)

To enable a new issue of Class B ordinary shares to the Company’s lending banks under points g) and i) the Board recommends that the Articles of Association be amended through introduction of a new class of stock, Class B ordinary shares, with a conversion clause as follows. In addition, the Board recommends that existing ordinary shares thereafter shall be designated as Class A ordinary shares.

Current wording § 4 (second paragraph):   Proposed wording § 4 (second paragraph):  
It shall be possible to issue three classes of shares, ordinary shares, preference shares and class C shares. Ordinary shares shall have one (1) vote per share. Preference shares and class C shares shall have one tenth (1/10) of a vote per share. Ordinary shares and class C shares may be issued up to an amount corresponding to the highest number of shares permitted by these Articles of Association. Up to 1,000,000 preference shares may be issued.     It shall be possible to issue four classes of shares: class A ordinary shares, class B ordinary shares , preference shares and class C shares. Class A ordinary shares shall have one (1) vote each. Class B ordinary shares , preference shares and class C shares shall have one tenth (1/10) of a vote per share. Class A ordinary shares , class B ordinary shares and class C shares may be issued up to an amount corresponding to the highest number of shares permitted by these Articles of Association. Up to 1,000,000 preference shares may be issued.       
Proposed wording of § 4 (new eighth para-graph):  
It shall be possible to convert class B ordinary shares at the request of holders to class A ordinary shares. Such requests shall be made in writing to the company, whereby it shall be indicated how many shares are requested to be converted. The company shall thereafter immediately register such conversion with the Swedish Companies Registration Office. Con-version is executed when registration has taken place and the conversion has been noted in the electronic VPC register.  

b)  Amendment of the Articles of Association (limits for the number of shares and share capital)

To enable a reduction of the share capital, issues and authorizations under points c) – i), the Board recommends that the Annual General Meeting vote in favor of additional amendments to the proposed Articles of Association, as follows:

Current wording § 4 (first paragraph):   Proposed wording § 4 (first paragraph):  
The share capital shall amount to not less than 300,000,000 SEK and not more than 1,200,000,000 SEK.   The share capital shall amount to not less than 450,000,000 SEK and not more than 1,800,000,000 SEK.  
Current wording § 5:   Proposed wording § 5:  
The number of shares shall be not less than 300,000,000 and not more than 1,200,000,000.   The number of shares shall be not less than 2,500,000,000 and not more than 10,000,000,000 .  

The amendment requires execution of the share capital reductions and the directed new issues to holders of preference shares and convertibles that the Board of Directors has recommended to the Annual General Meeting.

c)   Reduction of the share capital without extinguishing shares

To enable the execution of the new issues proposed below, the Board of Directors recommends that the Annual General Meeting vote in favor of a reduction of the Company’s share capital without extinguishing shares, in accordance with the following:

1.   A reduction of the share capital shall be carried out for provision to unrestricted shareholders’ equity.

2.   The share capital shall be reduced by an amount corresponding to SEK 0.82 per issued share in the Company. The share capital is reduced by SEK 435,491,381, or by such higher amount, but not more than SEK 545,245,226.46 that may follow an intermediate conversion of convertibles under the Company’s convertible bond 2015/2020. The share capital amounts to SEK 531,087,050 at the time of the Board’s recommendation.

3.   A reduction of the share capital shall be carried out without extinguishing shares, which entails a reduction of the share quota value from SEK 1.00 to SEK 0.18 (18 öre).

4.   A reduction of the share capital requires the adoption of new Articles of Association.

5.   The President, or person designated by the Board of Directors, shall be entitled to make minor adjustments to the resolution which may be necessary in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden AB.

A reduction requires execution of the reduction of the share capital through the extinguishing of preference shares and the directed new issues to holders of preference shares and convertibles recommended to the Annual General Meeting by the Board of Directors.

d)    Reduction of share capital through the extinguishing of preference shares  

The Board of Directors recommends that the Annual General Meeting vote in favor of a reduction of the Company’s share capital through the extinguishing of preference shares as follows:

1.   A reduction of the share capital shall be carried out for repayment to the preference shareholders.

2.   The share capital shall be reduced by SEK 0.18 (18 öre) per redeemed preference share. The share capital is decreased by a maximum of SEK 180,000 through the extinguishing of a maximum of 1,000,000 preference shares.

3.   For each redeemed preference share, an amount of SEK 400 (the redemption amount) will be received. The redemption amount per share exceeds the share quota value by SEK 399.82.

4.   The reduction of the share capital shall be carried out by extinguishing all preference shares held by preference shareholders who have notified that they accept the Company’s redemption offer.

5.   The right to have preference shares redeemed requires that the preference shareholder subscribes for Class A ordinary shares in the Company. The redemption amount shall be used in its entirety to pay for subscribed Class A ordinary shares in the Company. To the extent that the redemption amount is insufficient to pay for subscribed, full Class A ordinary shares, the excess amount shall be relinquished by the subscriber without compensation. No interest will be payable on the redemption amount.

6.   The Board is authorized to set a record date.

7.   The notification period runs from June 13, 2017, through July 4, 2017 (which is after the settlement date). The Board shall be entitled to extend the notification period.

8.   The redemption amount is due for payment in connection with the application for the redemption notification  

9.   A reduction of the share capital requires adoption of new Articles of Association.

10.  The President, or person designated by the Board of Directors, shall be entitled to make the minor adjustments to the resolution that may be necessary in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden.

A reduction requires the execution of (i) the directed new issue of Class A ordinary shares to holders of preference shares that the Board has recommended for approval by the Annual General Meeting, and (ii) the directed new issue of Class A ordinary shares to holders of preference shares that the Board has recommended for approval by the Annual General Meeting.

e) Directed new issue of Class A ordinary shares to holders of preference shares

The Board of Directors recommends that the Annual General Meeting vote in favor of an increase in the Company’s share capital by a maximum of SEK 232,258,064.40 through the new issue of a maximum of 1,290,322,580 Class A ordinary shares. The following terms apply for the new issue:

 1.     The new shares shall, with deviation from the shareholders’ preferential rights, be offered for subscription by holders of preference shares in the Company. The reason for the deviation from the shareholders’ preferential rights is that the Company is making an offer to holders of preference shares and convertibles in the Company to exchange all outstanding preference shares and convertibles for newly issued Class A ordinary shares (“the Exchange Offer”) in accordance with the recapitalization plan that has been agreed to by the Company and its lending banks. The Board is of the opinion that it is in the Company’s interest that the Company’s share capital structure be changed through the exchange of outstanding convertibles for newly issued Class A ordinary shares in the manner laid out in the Exchange Offer

2.     Execution of the new issue requires that (i) holders of preference shares in the Company together representing at least 95 percent of the total outstanding preference shares in the Company subscribe for this new issue of Class A ordinary shares, and that (ii) holders of convertibles in the Company which together correspond to at least 95 percent of the total loan amount subscribe for shares in the new issue of Class A ordinary shares directed to them, which the Board has recommended for approval by the Annual General Meeting. The Company’s board may, after gaining approval from the Company’s lending banks, decide to execute the new issue even with a lower acceptance level.

3.     Subscription for shares shall be made on a special subscription list during period June 13, 2017, through July 4, 2017.

4.     Oversubscription may not take place.

5.     The subscription price shall amount to SEK 0.31 (31 öre) per new Class A ordinary share. The subscription price has been set against the background of the volume-weighted average share price on each trading day during the period March 20 through March 31, 2017, for the Company’s ordinary shares, according to Nasdaq Stockholm AB’s official price list.

6.     Allocations of Class A ordinary shares shall correspond to the share subscriber’s redemption amount in the Exchange Offer.

7.     Payment for newly issued Class A ordinary shares shall be made in cash at the same time that subscription takes place. The Board may grant set-off pursuant to Ch. 13 § 41 of the Swedish Companies Act.

8.     The Board shall have the right to extend the time period for subscription and payment.

9.   The newly issued Class A ordinary shares shall carry entitlement to profit distribution for the first time on the record date for dividends that falls immediately after the new issue has been registered with the Swedish Companies Registration Office.

10.  The new issue requires the adoption of new Articles of Association.

11.  The President, or person designated by the Board of Directors, shall be entitled to make the minor adjustments to the resolution that may be necessary in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden AB.

f)    Directed new issue of Class A ordinary shares to holders of convertibles

The Board of Directors recommends that the Annual General Meeting vote in favor of an increase in the Company’s share capital by a maximum of SEK 136,393,548.30 through a new issue of a maximum of 757,741,935 Class A ordinary shares. The following terms shall apply for the new issue:

1.   The new shares shall, with deviation from the shareholders’ preferential rights, be offered for subscription by holders of convertibles in the Company. The reason for the deviation from the shareholders’ preferential rights is that the Company is making an offer to holders of preference shares and convertibles in the Company to exchange all outstanding preference shares and convertibles for newly issued Class A ordinary shares (“the Exchange Offer”) in accordance with the recapitalization plan that has been agreed to by the Company and its lending banks. The Board is of the opinion that it is in the Company’s interest that the Company’s share capital structure be changed through the exchange of outstanding convertibles for newly issued Class A ordinary shares in the manner laid out in the Exchange Offer.

2.   Execution of the new issue requires that (i) holders of convertibles in the Company which together correspond to at least 95 percent of the total outstanding loan amount subscribe for this new issue of Class A ordinary shares, and that (ii) preference shareholders representing at least 95 percent of all outstanding preference shares in the Company notify held preference shares for redemption in the Exchange Offer and subscribe for shares in the new issue of Class A ordinary shares directed to them, which the Board has recommended for approval by the Annual General Meeting. The Company’s board may, after gaining approval from the Company’s lending banks, decide to execute the new issue even with a lower acceptance level.

3.   Subscription for shares shall be made on a special subscription list during the period June 13, 2017, through July 4, 2017. The Board shall have the right to extend the subscription period.

4.   Oversubscription may not take place.

5.   The subscription price shall amount to SEK 0.31 (31 öre) per new Class A ordinary share. The subscription price has been set against the background of the volume-weighted average share price on each trading day during the period March 20 through March 31, 2017, for the Company’s ordinary shares, according to Nasdaq Stockholm AB’s official price list.

6.   Payment for newly issued Class A ordinary shares shall be made through set-off of the share subscribers loan receivable from the Company at the same time that subscription takes place, whereby the loan receivable shall be assigned a value corresponding to 90 percent of its nominal amount. The portion of a share subscriber’s loan receivable measured in such manner that does not correspond to a full new Class A ordinary share shall be relinquished by the share subscriber and not be repaid.

7.   The newly issued Class A ordinary shares shall carry entitlement to profit distribution for the first time on the record date for dividends that falls immediately after the new issue has been registered with the Swedish Companies Registration Office.  

8.   The new issue requires adoption of new Articles of Association.

 9.     The President, or person designated by the Board of Directors, shall be entitled to make the minor adjustments to the resolution that may be necessary in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden AB.

g)   Directed new issue of Class B ordinary shares to the Company’s lending banks  

The Board of Directors recommends that the Annual General Meeting vote in favor of an increase in the Company’s share capital by a maximum of SEK 87,096,774.06 through a new issue of a maximum of 483,870,967 Class B ordinary shares. The following terms shall apply for the new issue:

1.   The new shares shall, with deviation from the shareholders’ preferential rights, be offered for subscription by the Company’s lenders in accordance with the Company’s bank loan agreement (“the Banks”). The reason for deviation from the shareholders’ preferential rights is that the Company has reached an agreement with the Banks on a changed capital structure and new loan terms. As part of this agreement, the Banks have undertaken to subscribe for newly issued Class B ordinary shares with conditions that payment shall be made through set-off of part of the outstanding loan receivable. The Board is of the opinion that it is in the Company’s interest that the Company’s share capital structure be changed by setting off current bank loans against newly issued Class B ordinary shares in the manner laid out in the agreement.

2.   Execution of the new issue requires that (i) holders of convertibles in the Company which together correspond to at least 95 percent of the total outstanding loan amount subscribe for this new issue of Class A ordinary shares, recommended by the Board to the Annual General Meeting, and that (ii) preference shareholders representing at least 95 percent of all outstanding preference shares in the Company notify held preference shares for redemption in the Company’s Exchange Offer and subscribe for shares in the new issue of Class A ordinary shares directed to them, which the Board has recommended for approval by the Annual General Meeting. The Company’s board may, after gaining approval from the Company’s lending banks, decide to execute the new issue even with a lower acceptance level.

3.   Subscription of shares shall be made on a special subscription list within three (3) business days from the end of the subscription period that applies for the Company’s Exchange Offer. The Board shall have the right to extend the subscription period.

4.   Oversubscription may not take place.

5.   The subscription price shall amount to SEK 0.31 (31 öre) per new Class B ordinary share. The subscription price has been set against the background of the volume-weighted average share price on each trading day during the period March 20 through March 31, 2017, for the Company’s ordinary shares, according to Nasdaq Stockholm AB’s official price list.

6.   Payment for newly issued Class B ordinary shares shall be made through set-off of the share subscribers loan receivable from the Company at the same time that subscription takes place, whereby the loan receivable shall be assigned a value corresponding to 100 percent of its nominal amount.

7.   The new issue requires adoption of new Articles of Association. According to such Articles of Association, Class B ordinary shares will be subject to a conversion clause.  

8.   The newly issued Class B ordinary shares shall carry entitlement to profit distribution for the first time on the record date for dividends that falls immediately after the new issue has been registered with the Swedish Companies Registration Office.

9.   The President, or person designated by the Board of Directors, shall be entitled to make the minor adjustments to the resolution that may be necessary in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden AB.

h)   Bonus issue

The Board of Directors recommends that the Annual General Meeting vote in favor of an increase in the Company’s share capital through a bonus issue, in accordance with the following:

1.   The bonus issue increases the Company’s share capital by SEK 34,000,000 through conversion of funds from unrestricted shareholders’ equity.

2.   The bonus issue shall be carried out without the issuance of new shares.

3.   The bonus issue is conditional upon and shall be carried out only if the Company’s share capital after registration of resolutions c) – g) above otherwise would not amount to at least the amount that the share capital is decreased pursuant to the Annual General Meeting’s resolutions.

4.   The bonus issue requires adoption of new Articles of Association.

5.   The President, or person designated by the Board of Directors, shall be entitled to make the minor adjustments to the resolution that may be necessary in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden AB.

i)    Authorization of the Board of Directors to decide on new issues of ordinary shares

The Board of Directors recommends that the Annual General meeting resolve in favor of authorizing the Board to, within the framework of the Articles of Association that apply at any given time, with or without deviation from the shareholders’ preferential right to, on one or more occasions during the time until the next Annual General Meeting, decide on new issues of ordinary shares in the Company. It shall be possible to subscribe for the newly issued shares through payment in cash, in kind, with set-off rights or on terms stipulated in Ch. 2 § 5 of the Swedish Companies Act. A new issue decided on pursuant to this authorization shall be carried out for the purpose of executing the recapitalization plan agreed upon by the Company and its lending banks. The President, or person designated by the Board of Directors, shall be entitled to make the minor adjustments to the resolution that may be necessary in connection with registration with the Swedish Companies Registration Office, including, where applicable, transferring funds to the Company’s restricted shareholders’ equity.

Point 22 – Authorization of the Board of Directors to decide on new issues of ordinary shares

The Board of Directors recommends that the Annual General meeting resolve in favor of authorizing the Board to, within the framework of the Articles of Association that apply at any given time, with or without deviation from the shareholders’ preferential right to, on one or more occasions during the time until the next Annual General Meeting, decide on new issues of ordinary shares in the Company. A new issue decided upon pursuant to this authorization that is carried out with deviation from the shareholders’ preferential rights may be made with a maximum number of ordinary shares that corresponds to ten (10) percent of the total number of ordinary shares in issue in the Company at the time this authorization was first used. It shall be possible to subscribe for the newly issued shares through payment in cash, in kind, with set-off rights or on terms stipulated in Ch. 2 § 5 of the Swedish Companies Act. A new issue decided on pursuant to this authorization that is carried out with deviation from the shareholders’ preferential rights shall be made at the market subscription price, with reservation for a market-based issue discount for directed new issues. For a new issue carried out with preferential rights for the Company’s shareholders, the subscription price may be set at a lower amount than the share’s market value. The purpose of this authorization and the reason for any deviation from the shareholders’ preferential rights is that it shall be possible to carry out new issues to strengthen the Company’s shareholders’ equity. The President, or person designated by the Board of Directors, shall be entitled to make the minor adjustments to the resolution that may be necessary in connection with registration with the Swedish Companies Registration Office, including, where applicable, transferring funds to the Company’s restricted shareholders’ equity.  

Special majority requirements

Resolutions in favor of points 21 and 22 are valid only if they have the support of shareholders with a least two-thirds of the votes cast as well as of the shares represented at the Annual General Meeting.

Shares and votes

The total number of shares in the Company on the day this notice was issued was 531,087,050, of which 530,087,050 were ordinary shares with one vote each, and 1,000,000 preference shares, with one-tenth of a vote each, corresponding to a total of 530,187,050 votes. At the same point in time the Company held 1,703,266 ordinary shares, corresponding to an equal number of votes, which cannot be represented at the Annual General Meeting.

Disclosures at the Annual General Meeting

The Board of Directors and President shall, if any shareholder requests and if the Board is of the opinion that it can be done without causing material harm to the Company, provide disclosures about conditions that may influence an assessment of an item of business on the agenda, conditions that may influence an assessment of the Company’s or a subsidiary’s financial situation, and the Company’s relationship to other Group companies.

Documents

The Board of Directors’ and Nomination Committee’s proposals and other documents that are to be kept on hand pursuant to the Swedish Companies Act and the Swedish Corporate Governance Code will be available from the Company, at Kistagången 12, in Kista, and on the Company’s website, www.enirogroup.com, not later than three weeks before the AGM and will be sent upon request to shareholders who have provided their postal address.

______________________

Stockholm, May 2017

Eniro AB (publ)

The Board of Directors

The English text is an unofficial translation of the Swedish original. In case of any discrepancies between

the Swedish text and the English translation, the Swedish text shall prevail .  

For more information, please contact :

Örjan Frid, President and CEO, Eniro, tel.  +46-70 561 1615

Eniro is a leading search company for individuals and businesses in the Nordic region. With quality-assured content and an unrivaled user experience, Eniro inspires local discoveries and makes local communities thrive. Eniro’s content is available through Internet and mobile services, printed directories, directory assistance and SMS services. Each week Eniro Group’s digital services have 8.1 million unique visitors who perform 14.5 million searches. Eniro Group has about 1,700 employees and operations in Sweden, Norway, Denmark, Finland and Poland. The company is listed on Nasdaq Stockholm [ENRO] and headquartered in Stockholm. More on Eniro at enirogroup.com.

About Us

Eniro is a search company that aggregates, filters and organizes local information. Our growth is driven by users’ increasing mobility and multiscreen behavior, where we are at the forefront with modern technical solutions. For more than 100 years Eniro has helped people find local information and companies find customers. Today it is a multiscreen solution – our users search for information using their smart phones, tablets and desktops. Mobile advertising is today the fastest growing part of Eniro’s business. Eniro is the local search engine. A smart shortcut to what you need, no matter where you are or where you are going. Eniro is one of the largest search companies in the Nordic region and Poland. The company has approximately 2,000 employees and has been listed on NASDAQ Stockholm since 2000. During 2014, Eniro revenues amounted to SEK 3,002m and EBITDA was SEK 631m. Approximately 88 percent of Eniro advertising revenues come from multiscreen channels. The company’s headquarters are located in Stockholm, Sweden. More on Eniro at www.enirogroup.com. Eniro – Discover local. Search local.

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