Resolutions at Eniro’s Annual General Meeting 2018 and the Board’s resolution on remaining part of the commitment fee issue
Eniro AB (publ) (“Eniro” or “the Company”) today held its Annual General Meeting (AGM), which among other items of business elected Board of Directors, adopted the 2017 annual accounts, granted the Board of Directors discharge from liability, and resolved on a reverse share split of ordinary shares and amendments of the Articles of Association. The most important resolutions passed by the AGM are summarized below. The Board of Directors has also decided to implement the remaining part of the commitment fee issue.
The AGM voted in favor of the following resolutions, among others:
1. Adoption of the income statement and balance sheet, and of the consolidated income statement and the consolidated balance sheet for 2017.
2. Discharge of the directors and the President from liability towards the Company for the 2017 financial year.
3. Appropriation of the Company’s profit in accordance with the Board of Directors’ proposal, entailing that no dividend be paid on ordinary shares or preference shares for the 2017 financial year and that the retained earnings be carried forward.
4. Directors’ fees of SEK 750,000 for the Chairman of the Board and SEK 400,000 for each of the other directors elected by a general meeting, except the directors´ fees no remuneration for work in the board committees and SEK 1,500 for each meeting to each of the employee representative (as a preparation remuneration).
5. Re-election of director Joachim Berner and election of Johnny Sommarlund, Henrik Salwén and Magdalena Bonde as new directors. Election of Joachim Berner as Chairman of the Board.
6. Re-election of PricewaterhouseCoopers AB as the Company’s auditor. Auditor’s fees payable in accordance with an approved invoice.
7. Guidelines for appointment of the Nomination Committee in accordance with the Nomination Committee’s proposal to apply until another decision has been resolved by the AGM.
8. Guidelines for remuneration of senior executives in accordance with the Board’s proposal.
9. Reverse share split of ordinary shares in accordance with the Board’s proposal:
The AGM resolved on a reverse share split of ordinary shares, meaning that 100 ordinary shares of Class A will be merged into one (1) ordinary share of Class A, and 100 ordinary shares of Class B will be merged into one (1) ordinary share of Class B. The Board of Directors is authorized to determine the record date for the reverse share split.
In order to enable the reverse share split, the AGM resolved to amend the Articles of Association by amending the limits on the number of shares to at least 25,000,000 shares and not more than 100,000,000 shares.
In connection with the reverse share split, the AGM resolved to authorize the Board of Directors, on one or several occasions until the next AGM, to decide on a new issue of Class A shares in the Company with the deviation on shareholders' preferential rights. The purpose of the authorization is to issue shares to the guarantor who supplies ordinary shares in the reverse share split with the aim of achieving a number of ordinary shares equal to 100 for each shareholder.
10. Authorization to the Board of Directors to decide on the acquisition of the Company´s own preference shares, during the period before the next AGM in accordance with the presented proposal.
11. Authorization to the Board of Directors to, with or without deviation from the shareholders’ preferential right to, on one or more occasions during the time until the next AGM, decide on new issues of ordinary shares in the Company. A new issue decided upon pursuant to this authorization that is carried out with deviation from the shareholders’ preferential rights may be made with a maximum number of ordinary shares that corresponds to thirty (30) percent of the total number of ordinary shares in issue in the Company at the time this authorization was first used. The resolution was in accordance with the Board of Directors’ proposal.
Complete information about the Annual General Meeting’s resolutions is available on Eniro’s website: www.enirogroup.com.
At a board meeting held immediately after the AGM, the Board of Directors resolved to implement stage two of the Company´s new share issue to the guarantor in the Company's cash issue, in accordance with previously published information on November 27, 2017, whereby the remaining 27,635,762 ordinary shares Series A will now be issued and admitted to trading.
For more information, please contact:
Joachim Berner, Chairman of the Board Eniro, phone +46 70 620 11 50
Örjan Frid, CEO Eniro, phone +46 70 561 1615
Eniro is a leading search company for individuals and businesses in the Nordic region. With quality-assured content and an unrivaled user experience, Eniro inspires local discoveries and makes local communities thrive. Eniro’s content is available through Internet and mobile services, printed directories, directory assistance and SMS services. Each week Eniro Group’s digital services have 8 million unique visitors. Eniro Group has about 1,600 employees and operations in Sweden, Norway, Denmark, Finland and Poland. The company is listed on Nasdaq Stockholm [ENRO] and headquartered in Stockholm. More on Eniro at enirogroup.com.
This document has been prepared in Swedish and translated into English. In the event of any discrepancies between the Swedish and the translation, the former shall take precedence.