Eniro Annual General Meeting 2005

· Dividend increased to SEK 2.20 per share (1.80).
· Re-election of Board members. New election of Thomas Franzén.
· Utilization of non-restricted reserves.
· Authorization to repurchase own shares up to 10% of share capital.
· Decision on share-savings program for Eniro employees in the Nordic countries and senior executives in Poland.

Thomas Franzén, who assumed the position as President and CEO of Eniro on June 1, 2004, opened his speech to the Annual General Meeting by reporting on the work to develop the company’s new direction and strategy.

“The first step was to secure a good overview of the current situation. An analysis of the current situation was carried out with the aim of providing an adequate view of Eniro’s market position, strengths and weaknesses and the threats and opportunities facing the company. When the current analysis was complete, we developed a new plan and thereafter we organized operations in accordance with this plan. The new organization was in place on September 1 and in mid-October we announced our new strategy.

“The strategy centers on the company’s new business concept: Eniro is the leading search company in the Nordic media market. For active users, Eniro makes it easy to find people, businesses and products. Eniro provides deep, local, quality assured information, ever present in channels preferred by the users – and thereby moves users closer to transaction.”

Thomas Franzén also stated that earnings per share in 2004 rose to SEK 2.82, despite weak demand on Eniro’s main markets. In conclusion, he reported on the transfer of earnings to Eniro's shareholders in 2004.

“The transfer to shareholders in 2004 totaled SEK 1.2 billion in the form of total dividends of SEK 300 M, redemption of about SEK 800 M and utilization of the repurchase mandate of about SEK 100 M. Eniro’s stable cash flow facilitated a continued favorable transfer to the shareholders,” concluded Thomas Franzén.

Dividend
In accordance with the Board’s proposal, the Meeting approved a dividend of SEK 2.20 per share. The record date for entitlement to receive dividends is April 8, 2005. It is expected that the dividend will be paid through VPC on April 13, 2004.

Election of the Board of Directors
In accordance with the proposal of the Nomination Committee, the Annual General Meeting resolved to increase the number of Board members from six to seven. Thereafter, the Meeting decided on re-election of all Board members (Lars Berg, Chairman, Per Bystedt, Barbara Donoghue, Erik Engström, Urban Jansson and Birgitta Klasén), and the new election of Tomas Franzén.

At the statutory meeting of the Board after the Annual General Meeting, Thomas Franzén was appointed to continue as President and CEO.

The Meeting resolved that the fee to the Chairman of the Board of Directors shall be SEK 750,000 and each of the members of the Board of Directors elected by the General Meeting will receive a remuneration of SEK 300,000. In addition, two individual members of the Board of Directors (however, not the Chairman of the Board of Directors) shall each receive an additional remuneration of SEK 50,000 for their committee work and the Chairman of the Auditing committee shall receive remuneration of SEK 100,000. The Chairman of the Board will not receive any additional fees. Moreover, Board fees are not paid to members elected at the Annual General Meeting who are also employed by the company.

Utilization of non-restricted reserves
The Annual General Meeting resolved that the remainder of the non-restricted reserve of SEK 1,000,000,000 that was decided by the Extraordinary General Meeting on September 25, 2003, in total SEK 830,196,732, shall be used as follows. A maximum amount of SEK 830,196,732 shall be used for the execution of the Company’s possible acquisitions of own shares in accordance with item 14 below.

Authorization regarding repurchase of own shares
The Annual General Meeting also decided to authorize the Board of Directors for the period up until the next Annual General Meeting, on one or more occasions, to decide upon the acquisition of shares in the company on the Stockholm Stock Exchange in a number that at any given time Eniro’s holding of own shares never exceeds 10 percent of all the shares in the company.

Share-savings program and transfer of own shares
In accordance with the Board’s proposal, the Annual General Meeting decided on a share-savings program and, in conjunction, transfer of own shares. The background and reasons for the share-savings program is to be able to link remunerations to employees to Eniro’s future earnings and value development. As a result, long-term value growth is rewarded, and the shareholders and affected employees have the same goal.

In brief, the share-savings program means that all employees in the Eniro Group in the Nordic countries and senior executives in Poland are offered the possibility during 2005 – 2008 to save up to 7.5 percent of their gross salary for purchase of shares in Eniro on the Stockholm Stock Exchange. Senior executives in the Eniro Group are also offered the possibility to initially with their own money purchase additional savings shares for an amount corresponding to 3.75 percent of their annual gross salary.

Provided that savings shares are held for three years from the respective acquisition time (“saving period”) and the employee remains employed within the Eniro Group during the entire saving period, each saving share will thereafter entitle to receipt free of charge of 0.5 shares in Eniro (“matching share”). Senior executives will also be eligible for receipt of additional 2-8 matching shares for each savings share held depending on their positions and the development of the Group’s cash flow during the respective savings period.

Allotment of matching shares shall however be limited if the price for a share in Eniro at the time of allotment of matching shares exceeds 300 percent of the acquisition price for the savings share which carries entitlement to receive matching shares. In such case the number of matching shares shall be reduced in proportion to the exceeding share price.

The maximum number of matching shares that may be allotted in accordance with the share-savings plan amounts to 2,700,000. The Board of Directors shall be entitled to suspend the share-savings program prematurely, if this number of shares is not sufficient for allotment of matching shares. The Board is also entitled to make minor adjustments to the terms and conditions for the program that could be required as a result of foreign legal or administrative circumstances. The Board of Directors may further decide on the reduction of allotment of matching shares if, in the Board of Directors' opinion, taking into account the Group's results, financial position and development in other respects, allotment according to the above terms would be considered obviously unreasonable.

The Annual General Meeting decided that not more than 2,700,000 shares may be transferred free of charge to employees within the Eniro Group who are entitled to matching shares according to the share-savings program during the period as of 2008 through 2011.

Establishment of nomination committee
In accordance with the proposal of the nomination committee, the Meeting decided on the following: The Chairman of the Board of Directors shall contact the four largest shareholders in terms of voting rights, who may each appoint one representative to serve as a member of the nomination committee along with the Chairman of the Board of Directors up until the end of the next General Meeting or, if necessary, up until a new nomination committee has been appointed. If any of the abovementioned shareholders does not exercise its right to appoint one representative, that right passes to the shareholder who, next to the abovementioned shareholders, owns the largest number of shares. If a member of the nomination committee resigns from the position prior to the conclusion of its work, the same shareholder who appointed the resigning member shall, if considered to be required, appoint a successor, or if that shareholder no longer, in terms of voting rights, is one of the four largest shareholders, by the new shareholder in that group. The composition of the committee shall be made public through a separate press release as soon as it has been appointed. In case the ownership structure would change substantially thereafter, the composition of the committee shall change accordingly.

For more information, contact:
Tomas Franzén, President and CEO, tel +46-8-553 310 01
Boel Sundvall, Corporate Communications & IR, tel: +46-8-553 310 06, mobile: +46 70 560 60 18

www.eniro.com