Resolutions at Eniro’s Annual General Meeting 2019
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 2018 annual accounts, granted the Board of Directors and CEO discharge from liability, and resolved on a
reduction of the share capital for the purpose of covering loss and amendments of the Articles of Association. The most important resolutions passed by the AGM are summarized below.
The AGM voted in favor of the following resolutions, among others:
- Adoption of the income statement and balance sheet, and of the consolidated income statement and the consolidated balance sheet for 2018.
- Discharge of the directors and the President from liability towards the Company for the 2018 financial year.
- Appropriation of the Company’s result in accordance with the Board of Directors’ proposal, entailing that no dividend be paid on ordinary shares or preference shares for the 2018 financial year and that the retained earnings be carried forward.
- 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, and 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).
- Re-election of directors Johnny Sommarlund, Henrik Salwén and Magdalena Bonde and new-election of Arne Myhrman and Urban Hilding as new directors. Election of Arne Myhrman as Chairman of the Board. Joachim Berner has declined re-election. For a presentation of the Directors, see www.enirogroup.com.
- Re-election of PricewaterhouseCoopers AB as the Company’s auditor. Auditor’s fees payable in accordance with an approved invoice.
- Guidelines for remuneration of senior executives in accordance with the Board’s proposal.
- Reduction of the share capital for the purpose of covering loss, in accordance with the Board's proposal, which means that the share capital is reduced by SEK 557 000 000. The reduction shall be made without retirement of shares, which means that the quota value of the shares is reduced.
- Reduction of the share capital to transfer to unrestricted shareholders’ equity, in accordance with the Board's proposal, which means that the share capital is further reduced by SEK 587,898,596.06. The reduction shall be made without retirement of shares, which means that the quota value of the shares is further reduced. Implementation of the reduction of the share capital requires authorisation from the Swedish Companies Registration Office.
In order to enable the reduction, the AGM resolved to amend the Articles of Association so that the limits for the share capital shall amount to not less than SEK 50,000,000 and not more than SEK 200,000,000 and furthermore that the limits for the number of shares shall amount to not less than 60,000,000 shares and not more than 240,000,000 shares.
10. Authorization to the Board of Directors to, during the period until the next Annual General Meeting, decide on the acquisition of the Company's own preference shares in accordance with the Board's 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.
For more information, please contact:
Arne Myhrman, Chairman of the Board, phone +46 73 383 64 67
Örjan Frid, CEO Eniro, phone +46 70 561 16 15
Eniro is a Digital marketing- and On-line 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, directory assistance and SMS services. Each week, Eniro Group’s digital services have about six million unique visitors. Eniro Group has about 1,100 employees and operations in Sweden, Norway, Denmark and Finland. The company is listed on Nasdaq Stockholm [ENRO] and headquartered in Stockholm. More about 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.