Notification of Annual General Meeting 2013
The shareholders of Eniro AB (publ), 556588-0936, (“Eniro” or “the Company”) are hereby officially invited to the Annual General Meeting on April 25, 2013 at 15:00 CET at Eniro’s head office, Gustav III:s Boulevard 40, Solna, Sweden. The doors will open at 2:00 p.m.
PROPOSED RESOLUTIONS (Selected parts thereof. A complete Notification and the proposed agenda is found in the enclosed PDF file).
Election of Chairman of the Annual General Meeting (item 2)
The Nomination Committee proposes that the Company’s Chairman Lars-Johan Jarnheimer be elected Chairman of the Annual General Meeting (AGM).
Disposition of earnings (Item 10B)
The Board of Directors proposes, in line with the Company’s objective that net debt in relation to EBITDA should not exceed a multiple of 2.5, that no dividend be distributed for the 2012 fiscal year. The Board proposes a dividend for preferential shares of SEK 48 per share, corresponding to a total of SEK 48 M to be paid at a rate of SEK12 per quarter until the next Annual General Meeting, in accordance with the resolution passed at the Extraordinary General Meeting on June 7, 2012. The Board also proposes that the funds at the Annual General Meeting’s disposal be carried forward to the next year.
Board of Directors, Chairman of the Board, fees to the Board and auditor (Items 11-14)
The Nomination Committee proposes the following:
Determination of the number of Board members and deputy members to be elected at the General Meeting (Item 11)
The Board of Directors shall comprise six members and no deputy members, meaning no change in the number of Board members to be elected by the AGM.
Determination of fees to be paid to the Board of Directors and the auditor (Item 12)
The Nomination Committee proposes that the Chairman of the Board be paid SEK 1,100,000 (preceding year: 1,100,000). The Nomination Committee also proposes that fees to the other AGM-elected Board members remain unchanged, meaning that each Board member will receive SEK 420,000. It is also proposed that remuneration of committee members remain unchanged, whereby the Chairman of the Audit Committee will receive SEK 150,000 and the four other Board members in the Committee will receive SEK 75,000 per member and committee. In total, the proposed remuneration of the Board of Directors will amount to SEK 3,650,000.
The Nomination Committee proposes that fees to the auditor be payable in accordance with approved invoice.
Election of Chairman of the Board, other Board members and any deputy members (Item 13)
As Board members for the period until the close of the next AGM, it is proposed that all Board members be re-elected, which means the re-election of Fredrik Arnander, Thomas Axén, Cecilia Daun Wennborg, Ketil Eriksen, Leif Aa. Fredsted and Lars-Johan Jarnheimer.
The Nomination Committee proposes that Lars-Johan Jarnheimer serve as Chairman of the Board for the period until the close of the next AGM.
Election of auditor (Item 14)
The Nomination Committee proposes that for the period until the end of the next AGM the authorized accounting firm of PricewaterhouseCoopers AB be elected auditor. Should the Nomination Committee’s proposal be adopted by the AGM, PricewaterhouseCoopers AB has communicated that it intends to appoint Authorized Public Accountant Bo Hjalmarsson as Auditor-in-Charge of the audit.
Information about the Nomination Committee’s proposals
Shareholders representing approximately 36% of the total number of shares in the Company at February 28, 2013 have announced that they will support the Nomination Committee’s proposal according to the above.
Resolution concerning the Articles of Association and the reduction in the share capital (Items 15A and 15B)
15A. Resolution pertaining to the amendment of the Articles of Association
To facilitate implementation of the Board’s motion to reduce the share capital in accordance with Item 15B below, the Board proposes that the 2013 AGM resolve to adopt new Articles of Association, whereby the provision pertaining to the limits on share capital be amended to a minimum of SEK 300,000,000 and a maximum of SEK 1,200,000,000.
15B. Resolution pertaining to reduction of share capital
The Board of Directors’ proposes that the 2013 AGM resolve to reduce the Company’s share capital, which currently amounts to SEK 2,529,518,504.50, by SEK 2,225,976,284.50, with no cancelation of shares, so that funds will be provided for use according to AGM resolutions. The reduction will have no impact on the number of shares in the Company.
Following the reduction of the share capital according to the above, the Company’s share capital will amount to SEK 303,542,220, distributed among 101,180,740 shares, each with a quotient value of SEK 3.
The reduction in share capital is conditional upon an amendment of the Company’s Articles of Association according to Item 15a above and permission from the Swedish Companies Registration Office.
A valid resolution according to Item 15 requires that it has the support of shareholders representing at least two thirds of the votes cast and the shares represented at the AGM. The AGM’s adoption of Items 15a-b will be addressed as a resolution.
Guidelines for remuneration of senior executives (Item 16)
The Board of Directors proposes that the 2013 AGM pass resolutions about A) Guidelines for remuneration of senior executives and B) Approval of variable remuneration of senior executives in the form of cash payment, as well as a new share-based incentive program (LTIP 2013) with hedging measures according to Item 17 of the Notification.
Resolution concerning share-based incentive program (Item 17)
The Board of Directors proposes that the 2013 AGM pass resolutions about A) the adoption of a new share-based incentive program (LTIP 2013) and B) hedging measures resulting from the incentive program.
The proposed hedging of the commitment according to LTIP 2013 entails the adoption of new Articles of Association to introduce a new type of share, Series C share, a share conversion clause and authorization for the Board to make decisions to repurchase Series C shares and to convert Series C shares to common shares, as well as the transfer of common shares to senior executives.
Adoption of Items 17A and 17B will be addressed as a resolution.
A valid resolution according to this item requires the support of shareholders representing at least nine-tenths of the votes cast and the shares represented at the AGM.
For more information, please contact:
Cecilia Lannebo, Head of Investor Relations, Tel: +46 722 208 277, e-mail: email@example.com
The information is such that Eniro AB (publ) is required to disclose in accordance with the Swedish Financial Instruments Trading Act and/or the Swedish Securities Market Act. The information was submitted for publishing at 17:30 p.m. on March 21, 2013.
Eniro is the local search engine. A clever shortcut to what you need, home or away. Both consumers and companies can use Eniro’s services to easily locate where to buy services and products – regardless of whether the channel is internet, catalog or mobile. Advertisers can actively market themselves to interested consumers, find new customers and increase sales.
Eniro is one of the largest search companies in the Nordic region and Poland. The company has approx. 3,200 employees in the Nordic region and Poland and has been listed on Nasdaq OMX Stockholm since 2000. During 2012, Eniro’s revenues amounted to SEK 3,999 M and EBITDA was SEK 976 M. Headquarters are located in Stockholm, Sweden. More on Eniro at www.eniro.com
Eniro – Discover local. Search local.