Release from Eniro’s 2012 Annual General Meeting

Eniro’s Annual General Meeting was held today in Stockholm. The Meeting re-elected Lars-Johan Jarnheimer as Chairman of the Board, as well as Fredrik Arnander, Cecilia Daun Wennborg, Ketil Eriksen and Thomas Axén as Members of the Board. Leif Aa. Fredsted was newly elected to the Board to replace Harald Strømme who declined re-election. In all other respects, the Meeting resolved in accordance with the motions.

Eniro’s CEO Johan Lindgren held an address, which is available in its entirety on Eniro’s website, www.eniro.com.

Disposition of the company’s earnings
The Annual General Meeting resolved, in accordance with the Board’s motion, that no dividend be paid for the 2011 fiscal year and that the company’s disposable funds instead be carried forward to the following year.

Election of Board of Directors
In accordance with the proposal that was presented by the Nomination Committee, it was resolved that Eniro’s Board would continue to consist of six members and no alternates. According to the Nomination Committee’s proposal, Lars-Johan Jarnheimer, Fredrik Arnander, Cecilia Daun Wennborg, Ketil Eriksen and Thomas Axén were re-elected as Board members to serve for the period until the end of the next Annual General Meeting, and Leif Aa. Fredsted was newly elected. Lars-Johan Jarnheimer was elected as Chairman of the Board for the period until the end of the next Annual General Meeting.

Leif Aa. Fredsted, born in 1961, has worked for the Starcom Group since 2001, including eight years as CEO of Starcom Norway. Leif Fredstad is currently Chairman and COO of Starcom Nordic and has in-depth expertise of the media industry. Leif Aa. Fredsted owns no shares in Eniro.

Remuneration of Board members
It was resolved that the Board of Directors should receive total directors’ fees of SEK 3,650,000, of which SEK 1,100,000 to the Chairman of the Board and SEK 420,000 to other Board members elected by the Annual General Meeting, SEK 150,000 to the Chairman of the Audit Committee and SEK 75,000 to the four other members of the company’s committees.

Amendment of the Articles of Association
The Annual General Meeting resolved in accordance with the motion concerning two amendments of the Articles of Association. The first amendment is to make it possible to elect the Company’s auditor for a period in office of one year and the second amendment is to make it possible to hold the Annual General Meeting at the Company’s head office in Solna.

Election of auditors
In accordance with the Nomination Committee’s proposal, the Annual General Meeting resolved to elect the authorized accounting company PricewaterhouseCoopers AB as the Company’s auditor until the close of the next Annual General Meeting.  

Guidelines for remuneration of senior executives
The Meeting resolved in accordance with the proposed remuneration principles for senior executives, which are partly revised in relation to the guidelines for remuneration that were adopted at the Annual General Meeting in 2012. The principal difference is that senior executives are to be given a choice between two alternatives. The Meeting also approved that senior executives receive variable remuneration in the form of synthetic shares, representing part of one of the choices for variable remuneration. The variable remuneration model involving synthetic shares (50-percent variable salary in cash, 50-percent variable salary in synthetic shares) was adopted at the 2010 Annual General Meeting to apply for a three-year period, meaning until the 2012 fiscal year. The intention of the guidelines for remuneration of senior executives is for Eniro to offer market-based remuneration that makes it possible for Eniro to both recruit and retain these individuals within the Eniro Group.

Establishment of Nomination Committee
The Meeting resolved that a Nomination Committee should be established using the same procedure as in the preceding year, meaning that the Chairman of the Board is to contact the four largest shareholders on the last bank day in August. Each of the four largest shareholders is to be offered the possibility to appoint a representative to constitute the Nomination Committee together with the Chairman of the Board until such time as a new Nomination Committee has been appointed. Unless the members agree otherwise, the Chairman of the Nomination Committee will be the member who represents the largest shareholder in terms of voting rights. The composition of the Nomination Committee is to be announced in a separate press release issued as soon as the Nomination Committee has been appointed and not later than six months prior to the Annual General Meeting.

For more information, please contact:
Katarina Lindgren, CLO, Tel: +46 8 553 31373
Cecilia Lannebo, Head of Investor Relations, Tel: +46 722 208 277, e-mail: cecilia.lannebo@eniro.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.

Eniro is the Nordic region’s largest search company. 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. Better search means better business.

Eniro has 3,600 employees in the Nordic region and Poland and has been listed on Nasdaq OMX Stockholm since 2000. During 2011, Eniro’s revenues amounted to SEK 4,323 M and EBITDA was
SEK 991 M. Headquarters are located in Stockholm, Sweden. More on Eniro at www.eniro.com