NOTIFICATION OF ANNUAL GENERAL MEETING
The shareholders of Eniro AB (publ), 556588-0936, (“Eniro” or the “Company”) are hereby convened to the Annual General Meeting of the shareholders of the Company to be held on Wednesday April 25, 2012, at 3.00 p.m. (CET) at Näringslivets Hus, Storgatan 19, Stockholm, Sweden. The doors will open at 2.00 p.m. (CET).
PROPOSED RESOLUTIONS (Parts of the notice. A complete notice and proposed agenda is to be found in the pdf-file below.)
Election of the chairman of the General Meeting (Item 2)
The Nomination Committee proposes Mr. Dick Lundqvist, Attorney at Law, as chairman of the Annual General Meeting.
Dispositions regarding the 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 3.0, that no dividend be distributed for the 2011 fiscal year and that the funds at the Annual General Meeting’s disposal be carried forward to the next year.
Board of Directors, Chairman of the Board, and fees to be paid to the Board of Directors and the auditor (Items 11-13 and 15)
The Nomination Committee proposes the following:
Determination of the number of members and deputy Members of the Board to be elected by the General Meeting (Item 11)
The Board of Directors shall consist of six members, and no deputy members, i.e. no change is proposed in the number of Members of the Board elected by the Annual General Meeting.
Determination of the 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 remunerated with SEK 1,100,000 (SEK 1,100,000 + SEK 600,000 for the preceding year). The Nomination Committee also proposes that the other elected Members of the Board receive unchanged remuneration, meaning that each of the other Members of the Board elected by the Annual General Meeting will receive SEK 420,000. It is also proposed that remuneration of committee members remain unchanged, whereby the chairman of the Audit Committee shall be remunerated with SEK 150,000 and the four other Members of the Board committees shall be remunerated with SEK 75,000 per member and committee. In total, the proposed remuneration of the Board of Directors amounts to SEK 3,650,000 (4,250,000 for the preceding year). Provided it is cost neutral for the Company, the fees may be invoiced through a Board Member’s wholly owned company.
The Nomination Committee proposes that fees to the auditor shall be paid in accordance with approved invoice.
Election of Chairman of the Board, other Board Members and deputies (Item 13)
As Members of the Board for the period until the close of the next Annual General Meeting, it is proposed that all Board Members be re-elected, with the exception of Harald Strømme, who has declined re-election, which means re-election of Fredrik Arnander, Thomas Axén, Cecilia Daun Wennborg, Ketil Eriksen and Lars-Johan Jarnheimer. Leif Aa. Fredsted is proposed for election as a new Member of the Board.
The Nomination Committee proposes that Lars-Johan Jarnheimer be elected Chairman of the Board for the period until the close of the next Annual General Meeting.
Resolution concerning amendment of the Articles of Association (Item 14)
14 A. Resolution concerning an amendment of Article 7 of the Articles of Association
To make it possible to elect the Company’s auditor for a period in office of one year, the Board of Directors proposes that the wording: “ are to be elected for the time up to the end of the Annual General Meeting held during the fourth accounting year following the election of the Auditor” in Article 7 of the Company’s Articles of Association be removed, whereby the main rule stipulated in the Swedish Companies Act, that the period in office of auditors be one year, shall prevail.
14 B. Resolution concerning an amendment of Article 9 of the Articles of Association
The Board of Directors proposes, in order to make it possible to hold a General Meeting at the Company’s Head Office in Solna, an addendum to the introduction of Article 9 of the Company’s Articles of Association, as follows: “General Meetings shall be held in Stockholm or Solna.”
For further information, please contact:
Cecilia Lannebo, Head of Investor Relations, Ph: +46 722 208 277, e-mail: cecilia.lannebo@eniro.com
The above information is such that Eniro AB (publ) is obligated to disclose in accordance with the Securities Market Act and/or the Financial Instruments Trading 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