Report from Eniro AB’s Annual General Meeting

• Re-election of Board members Lars Berg, Per Bystedt, Barbara Donoghue, Tomas Franzén and Urban Jansson, and new election of Gunilla Fransson, Luca Majocchi and Tom Vidar Rygh
• Decision on the implementation of a share-related incentive program for senior management
• Decision on changes in the share-savings program
• Decision on dividend to be paid to shareholders of SEK 2.20 per share (2.20)

Eniro’s President and CEO, Tomas Franzén, in his address at the Meeting summarized the year 2005 by stating that it was characterized by rapid pace in the process of change that began in 2004 and which includes a consolidation of the operations to the Nordic countries and Poland, intensified product development and a focus on sales and lower costs.

“At the end of 2005 we also completed the strategically important acquisition of the Norwegian company Findexa. Through this acquisition, we have strengthened our position as the leading search company in the Nordic region and created a good platform in the increasingly competitive search market. The acquisition of Findexa will also increase our opportunities to further invest in Internet services and provides us with a much more efficient capital structure.”

Tomas Franzén also reported on the transfer to shareholders during 2005. The transfer to shareholders totaled SEK 538 M in the form of dividends of SEK 345 M and utilization of the repurchase mandate of about SEK 193 M.

The acquisition of Findexa meant that Eniro’s borrowing increased from 2.1 times EBITDA at year end 2004 to 5.0 times EBITDA at year-end 2005 based on the pro forma accounts for Eniro including Findexa but excluding acquisition costs.

“Over the coming two years, a large portion of Eniro’s cash flow will be allocated to amortize the credit facilities, meaning that we will not be able to pay dividends in accordance with our dividend policy, according to which 75 percent of the net income is to be paid to shareholders. However, our ambition is to return to dividends in line with our policy within two years,” said Tomas Franzén.

Dividend of SEK 2.20 per share
In accordance with the Board’s proposal, the Annual General Meeting approved a dividend of SEK 2.20 per share. The record date for entitlement to receive dividends is April 10, 2006. It is expected that the dividend will be paid through VPC on April 13, 2006.

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 seven to eight. Thereafter, the Meeting decided on re-election of Lars Berg, Per Bystedt, Barbara Donoghue, Tomas Franzén and Urban Jansson, and the new election of Gunilla Fransson, Luca Majocchi and Tom Vidar Rygh. Lars Berg was elected Chairman of the Board of Directors.

The Meeting resolved that the fee to the Chairman of the Board of Directors shall be SEK 825,000 and each of the members of the Board of Directors elected by the General Meeting will receive a remuneration of SEK 330,000. In addition, an additional remuneration of SEK 50,000 shall be paid for committee work and the Chairman of the Audit committee shall be remunerated with SEK 100,000 for that work.

Changes to the Articles of Association
To adapt Eniro AB’s Articles of Association to the new Swedish Companies Act (2005:551), the Annual General Meeting decided in accordance with the Board of Director’s proposal on certain adjustments to the Articles of Association. The changes to the Articles of Association are described in the Notice to the Annual General Meeting.

Policy regarding remuneration and other terms of employment for senior management
The Chairman of the Board of Directors reported on the Board’s proposal on policy regarding remuneration and other terms of employment for senior management. The Meeting resolved in accordance with the Board’s proposal.
The Annual General Meeting also decided on the implementation of a share-related incentive program aimed at the CEO, the Group management and some key personnel, a total of approximately 20 persons. The purpose of the program is to strengthen the connection to the Group’s long- and short-term earnings development.

The incentive program means that a maximum of 20 percentage points of the fixed salary can be allocated for so-called synthetic shares. The exact amount for each person is calculated on the basis of an annual measure of each person’s individual achievements in relation to Eniro’s balanced score card for each participant in the program.

The first reconciliation date is the second trading day for the Eniro share after Eniro has published the year-end report for the preceding financial year, i.e. in 2007 for the first time. The number of synthetic shares that corresponds to the established amount for each participant is calculated as the average last paid price for the Eniro share during the first five trading days after the first reconciliation date.

The day that occurs two years after the first reconciliation date, provided that the person is employed at Eniro at the time, the holding of synthetic shares and dividend, provided that the person is employed at Eniro at the time, will be converted into a cash remuneration that will be paid to the person as soon as the calculation is performed. The value of the synthetic shares on the second reconciliation date shall be determined as the average last paid price for the Eniro share during the previous five trading days after the second reconciliation date.

In connection to this resolution item, the Chairman of the Board of Directors reported on the compensation paid to the President and CEO. Tomas Franzén has from 2006 a fixed annual basic salary of SEK 5,000,000. The maximum variable remuneration may amount to SEK 2,500,000, corresponding to 50 percent of basic salary, of which a maximum of SEK 1,800,000 could be paid in cash and the remaining portion is transformed to synthetic shares.

Decision on changes in the share-savings program
In accordance with the Board’s proposal, the Annual General Meeting resolved on changes in the share-savings program that was implemented after a decision at the Annual General Meeting in 2005. The maximum cost for the share-savings program and the maximum number of shares that may be allotted within the share-savings plan is not affected by the proposed change.

The background and motives for the changes in the share-savings program are partly to improve the means of control in the share-savings program and partly to increase the participation as well as the possibility of retaining qualified managers. After the acquisition of Findexa, the key ratio “Cash flow” has become less appropriate to use as a means of control. The key ratio “Cash earnings per share from continuing operations” will most likely result in a clearer and better focus on the future development of shareholders’ value as well as take into account interest and tax costs. This key ratio is also easier to communicate and, moreover creates opportunities for a higher degree of participation and creates a lock-in effect.

The Annual General Meeting decided that allotment of performance-based matching shares shall be determined from the key ratio “Earnings per share before depreciation, amortization and impairment losses” (“Cash earnings per share from continuing operations”) instead of “Cash flow.”

The Meeting also decided that if the average annual increase of the key ratio during the measurement period is between 10 and 20 percent, there shall be a linear allotment with 0-8 performance based matching shares to the CEO, 0-5 performance based matching shares to the rest of the Group and subsidiary senior management and 0-2 performance based matching shares to the rest of management. The measurement period is the three financial years that comprise each respective saving period in relation to the financial year immediately preceding each saving period.

It was decided that the changes in the share-savings program were to take effect from 2006, i.e. for saving shares purchased in 2006.

Establishment of Nomination Committee
In accordance with the proposal of the Nomination Committee, the Meeting decided on the establishment of the Nomination Committee: 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 above-mentioned shareholders chose not to exercise the right to appoint a representative, that right passes to the shareholder who, next to the above-mentioned shareholders, owns the next largest number of shares. The Nomination Committee will amongst themselves appoint a Chairman (however not the Chairman of the Board). The composition of the Committee shall be made public through a separate press release as soon as it has been appointed and at the latest six months prior to the Annual general Meeting.