Eniro Annnual General Meeting
· Dividend increased from SEK 1.40 to 1.80 per share · Decision to reduce share capital through redemption and transfer of some SEK 800 M to the shareholders · Authorization for repurchase of own shares up to about SEK 400 M · Erik Engström elected to the Board of Directors · John Abrahamson declined re-election - other members re-elected
The Chairman of the Board and Acting CEO Lars Berg summarized Eniro's development and the preceding year 2003 in his presentation to the Annual General Meeting. "The preceding year was characterized by a weak economy and lower consumption, which naturally resulted in lower advertising volumes. Eniro tends to be affected later in the business cycle, however. During 2003, the weak economy further affected sales and profits, particularly in Sweden. Despite this, positive growth in local currency was reported for the units in Finland, Norway, Poland and Germany. "Given the Company's strong market positions and stable cash flows, the Board of Directors already showed its ambition at last year's Annual General Meeting to increase transfers to the shareholders. This year, the Board of Directors proposes a transfer to the shareholders in the form of a dividend and share repurchases totaling about SEK 1,100 million. The Board of Directors also proposes that authorization be granted allowing shares to be repurchased during the year in an amount up to SEK 400 million. "As we look ahead, Eniro remains firm in its strategy to consolidate and develop its positions in existing geographic markets through continuous improvements and greater efficiency and through complementary acquisitions. This includes everything from ensuring that marketing and sales steadily increase in efficiency to leveraging the strong positions that Eniro has created in several markets. "In conclusion, the Board of Directors and I are convinced that Eniro has every chance of succeeding in the future with user-driven product development, a focused brand strategy and committed employees in combination with continued strong cash flow and strong market positions." Dividend increased to SEK 1.80 per share In accordance with the Board of Directors' proposal, a dividend of SEK 1.80 per share was approved. The record date to be entitled to receive the dividend is April 5, 2004. Payment of the dividend through VPC, the Swedish Security Register Center, is expected to take place on April 8, 2004. Share redemption totaling some SEK 800 M The Annual General Meeting also decided in accordance with the Board of Directors' proposal to approve an offer to the shareholders for redemption of Eniro shares. An offer will be extended to all shareholders to redeem every 18th share for a cash payment of SEK 86 per share. At full exercise, at most 9,299,864 shares will be redeemed and some SEK 800 M transferred to the shareholders. Information material will be distributed to the shareholders in conjunction with the beginning of the registration period and be available at eniro.com with April 6, scheduled as the starting date. The record date to obtain redemption rights is April 5, 2004. A redemption right will be issued for each share, and redemption of one share may be claimed for every 18 redemption rights. A commission-free sale of a maximum of 1,000 redemption rights will be possible. The final date for commission-free sale is April 28, 2004. Authorization for repurchase of own shares in an amount up to SEK 400 M In addition, the Annual General Meeting decided to grant authorization for the Board of Directors to take decision up until the 2005 Annual General Meeting on the acquisition of own shares on Stockholmsbörsen (Stockholm Exchange) in an amount up to SEK 400 M. Election of Board members Following the nomination process in accordance with what was announced at the 2003 Annual General Meeting and in the interim report for the third quarter, the Annual General Meeting decided to re-elect all Board members (Lars Berg, Per Bystedt, Barbara Donoghue, Urban Jansson and Birgitta Klasén) except John Abrahamsson, who declined re-election. Lars Guldstrand resigned from the Board of Directors in conjunction with leaving his position as President of Eniro AB. In addition, Erik Engström was elected as a new member of the Board. Erik Engström holds degrees in economics and engineering and is a partner at General Atlantic Partners in the US, where he is responsible for Media and Consumer Products. Erik Engström has extensive prior experience in the media industry. At the statutory meeting of the Board of Directors following the Annual General Meeting, Lars Berg was re-elected as Chairman and Mikael Engqvist was appointed to continue as President. In addition, a decision was taken to increase the fees paid to the Board of Directors from SEK 1.50 M to SEK 2.45 M to be distributed among Board members elected by the Annual General Meeting and as determined by the Board of Directors. New auditor As new auditors for Eniro, the registered auditing firm Öhrlings PricewaterhouseCoopers AB was elected with Authorized Public Accountant Peter Bladh as senior auditor for a period of four years. For further information: Lars Berg,Chairman of the Board of Directors and Acting CEO, tel +46 8 634 70 01 Boel Sundvall, Vice President, Corporate Communications and Investor Relations, tel +46 8 634 70 06, mobile +46 70 560 60 18, boel.sundvall@eniro.com