Notice of Annual General Meeting of Eniro AB (publ)

Notice of Annual General Meeting of Eniro AB (publ)

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 Friday April 29, 2011, at 3.00
p.m. (CET) at Berns Salonger, Berzelii Park, Stockholm, Sweden. The
doors will open at 2.00 p.m. (CET).

REGISTRATION

Shareholders who wish to participate in the Annual General Meeting must
be recorded in the share register maintained by Euroclear Sweden AB on
Thursday April 21, 2011, and give notice to the Company of their
intention to participate in the Annual General Meeting no later than
4.00 p.m. (CET) on Thursday April 21, 2011, by writing to the address:
Eniro's Annual General Meeting, Box 7832, SE-103 98 Stockholm, Sweden,
by telephone: +46 (0)8 402 90 44 or at www.eniro.com. Notice must also
be given of the number of assistants (maximum two) who will be
participating. Name, address, civic registration number/company
identification number and telephone number should be included in the
notice.

SHARES REGISTERED IN THE NAME OF A NOMINEE

Shareholders whose shares are registered in the name of a nominee must,
well in advance of April 21, 2011 through the nominee, arrange for those
shares to temporarily be re-registered in their own names in order to be
entitled to participate in the Annual General Meeting.

REPRESENTATIVE AND PROXY FORM

A shareholder not present in person at the Annual General Meeting may
exercise his or her voting rights through a representative with a
written and dated proxy, signed by the shareholder. Unless a proxy
provides for a specified period of validity,  it will be valid for a
period of one year from its execution. A proxy may provide for a longer
period of validity. However, such period of validity must not be longer
than five years from execution. The Company provides the shareholders
with proxy forms. Such proxy forms can be obtained from the Company at
the Company Head Office, on the Company website, www.eniro.com, or by
phone +46 (0) 8 553 311 92 (weekdays (that are not public holidays)
10.00 a.m. - 3.00 p.m. (CET)). The original proxy should be submitted in
ample time prior to the Annual General Meeting to the Company at Eniro
AB (publ), Corporate Legal Affairs, SE-169 87 Stockholm. Representatives
of a legal entity shall also submit a certified copy of the certificate
of registration or equivalent authorization documents.

Please observe that a separate notice of participation in the Annual
General Meeting must be given even if a shareholder wishes to be
represented by proxy. A submitted proxy is not valid as notice of
participation in the Annual General Meeting.

INFORMATION ON NUMBER OF SHARES AND VOTES

The total number of shares and votes in the Company as of March 23, 2011
amounts to 100,180,740. The Company holds 4,369 of its own shares which
cannot be represented at the Annual General Meeting.

SHAREHOLDER'S RIGHT TO REQUEST INFORMATION

At the General Meeting, a shareholder may require the Board of Director
and the CEO to provide information on (1) circumstances that may affect
the assessment of an item on the Agenda, (2) circumstances that may
affect the assessment of the Company's financial position, (3) the
Company's relationship to the other Group companies, (4) the
consolidated Balance Sheet, and (5) such circumstances regarding the
Group subsidiaries as specified in (1) and (2). The Board of Directors
and the CEO will only be obliged to comply with a request for
information, if the Board of Directors would find that such disclosure
would not cause the Company significant harm.

MATTERS AND PROPOSED AGENDA

1. Opening of the General Meeting.

2. Election of the chairman of the General Meeting.

3. Preparation and approval of the voting list.

4. Approval of the Agenda.

5. Election of two persons to verify the Minutes.

6. Determination of whether the General Meeting has been duly convened.

7. Address by the President and CEO.

8. Report regarding the work of the Board of Directors and its
Committees.

9. Presentation of the Annual Report, the Auditor's Report together with
the consolidated Accounts and the Auditor's Report for the Group.

10. Resolutions on matters concerning:

a)    the adoption of the Income Statement and the Balance Sheet
together with the consolidated Income Statement and the consolidated
Balance Sheet;

b)    the dispositions regarding the earnings of the Company in
accordance with the adopted Balance Sheet and the adopted consolidated
Balance Sheet,

c)    the discharge from personal liability of the members of the Board
of Directors and the President for the period covered by the financial
accounts.

11.  Determination of the number of members and deputy members of the
Board of Directors to be elected by the General Meeting.

12.  Determination of the fees to be paid to the Board of Directors and
the auditor.

13.  Election of the Chairman of the Board of Directors, members of the
Board of Directors and any deputy members of the Board of Directors.

14.  Resolution on principles on remuneration for senior management.

15.  Resolution on Nomination Committee.

16.  Closing of the General Meeting.

PROPOSED RESOLUTIONS

Election of the chairman of the General Meeting (item 2)

The Nomination Committee has informed the Board of Directors of its
intention to, at the Annual General Meeting, propose Mr. Dick Lundqvist,
Attorney at Law, as chairman of the Annual General Meeting.

Dispositions regarding the earnings (item 10b)

The Board of Directors proposes, considering the negative result due to
impairments, restrictions in the new facilities agreement and the
financial goal to reduce the net debt of the Company, that no dividend
shall be distributed for the financial year 2010 and that the funds at
the Annual General Meeting's disposal shall be brought 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)

1. The Nomination Committee's Proposal

The Nomination Committee makes the following proposals:

The Board of Directors shall consist of six members, and no deputy
members, i.e. a decrease  in the number of members of the Board of
Directors elected by the AGM with one member is proposed.

Thomas Axén and Harald Strømme are proposed to be re-elected as members
of the Board of Directors for the time period up until the end of the
next Annual General Meeting. New election is proposed of Lars-Johan
Jarnheimer, Fredrik Arnander, Cecilia Daun Wennborg and Ketil Eriksen.
Lars Berg, Barbara Donoghue, Karin Forseke, Mattias Miksche and Simon
Waldman have declined re-election.

As Chairman of the Board of Directors for the time period up until the
end of the next Annual General Meeting the Nomination Committee proposes
Lars-Johan Jarnheimer.

Lars-Johan Jarnheimer, born in 1960, has been CEO of Tele2 (1999-2008),
Marketing Director Northern Europe at Saab Automobile (1997-1999) and
CEO of Comviq (1992-1997). Jarnheimer is currently member of the boards
of INGKA Holding BV (IKEA's parent company), CDON Group, Apoteket AB,
Egmont International AS and Babybjörn AB and is the Chairman of BRIS,
the Swedish children's rights organization. Lars-Johan Jarnheimer owns
5,000 shares in the Company.

Fredrik Arnander, born in 1965, holds a degree in economics and business
administration from Stockholm School of Economics. He is the CEO and
founder of Keybroker, a company active in online sales in the Nordic
search market, as well as in the UK and the US. Among other companies,
he is a member of the Board of Keybroker and Balance Training. Fredrik
Arnander indirectly, through his company Fredrik Arnander AB, owns
30,500 shares in the Company.

Cecilia Daun Wennborg, born in 1963, holds a degree in economics and
business administration from Stockholm University. She has experience
from executive positions in the service sector, including Carema Vård
och Omsorg, Ambea and the Skandia Group. She is a member of the Board of
the listed companies Getinge, Hakon Invest and Proffice.

Ketil Eriksen, born in 1963, has studied at Oslo School of Business
Administration. He has experience from executive positions in
consumer-oriented companies with well-known brands in international
markets, for instance as CEO of Colgate-Palmolive AB and The Absolut
Company. Among other companies, he is a member of the Board of Polarica,
Fazer Group and SelStor.

Except as for Lars-Johan Jarnheimer and Fredrik Arnander, none of the
persons proposed to be new members of the Board owns any shares in the
Company. Information about all nominees and members of the Board of
Directors as well as a report on how the Nomination Committee has
conducted its work is available on the Company's website, www.eniro.com.

The Nomination Committee proposes no change in the levels of
remuneration for the Board of Directors, i.e each of the members of the
Board of Directors elected by the General Meeting shall be remunerated
with SEK 420,000.The Committee further proposes no changes in the levels
of remuneration for committee work, hence the Committee proposes that
the chairman of the Audit Committee shall be remunerated with SEK
150,000 and the four other members of the committees of the Board of
Directors shall be remunerated with SEK 75,000 per member and committee.
The Nomination Committee also proposes that the Chairman of the Board of
Directors shall be remunerated with SEK 1,100,000, an increase with SEK
100,000. In addition hereto, the Chairman of the Board of Directors
shall also up until the General Meeting in 2012 receive additional
compensation with SEK 600,000 because his first year as Chairman is
expected to require an extraordinary work effort and involve work
significantly beyond normal board work.

The Nomination Committee proposes that fees to the auditor shall be paid
in accordance with approved invoice.

Shareholders representing more than 22 percent of the total number of
voting rights in the Company as of February 28, 2011, have declared that
they support the Nomination Committee's proposal above.

2. Other item

The Company will, where applicable, consent to remuneration, following
special agreement with the Company and conditional upon it being cost
neutral to the Company and that Board members fulfill the formal
requirements posed for such invoicing to be possible, being invoiced by
a company that is owned by the member of the Board of Directors. In case
of invoicing, the remuneration may be increased by an amount
corresponding to the Company's saving of social security contributions
and by VAT.

Principles on remuneration for senior management (item 14)

The Board of Directors proposes that the Annual General Meeting 2011
shall resolve on the following principles on remuneration for senior
management.

Senior management is defined as the President and CEO and the Group
management. The Board of Directors' proposal is generally in line with
the principles for remuneration approved by the Annual General Meeting
2010.

The objective of the principles regarding the remuneration for senior
management is that Eniro shall offer remuneration in line with market
standards that enables Eniro to recruit as well as to retain these
persons within the Eniro Group. The remuneration for senior management
consists of four parts; (1) fixed salary, (2) variable salary, (3)
long-term incentive program, and (4) pension provisions and other
remunerations and benefits.

1. Fixed salary
The fixed salary is based on the individual senior manager's area of
responsibility, expertise and experience. The fixed salaries for the
senior management are frozen during 2011 and 2012 (except for change of
position, promotion etc.).

2. Variable salary
The objectives for the variable salary shall be determined by the Board
of Directors each financial year, beginning January 1, 2011. The
objectives shall comprise the financial performance of the Group, the
result of culture development and personal objectives of the individual
participants. The variable salary shall be made up of two equal parts -
one cash component and one synthetic share component. The variable
salary will amount to a maximum of 70 or 80 percent (the President and
CEO, 100 percent) of the fixed salary depending on the manager's
position. The variable salary shall be determined by the Board of
Directors based on an annual evaluation of the individual's performance
in relation to the objectives. Payments of part of the variable salary
shall be conditional upon that the underlying objectives have been
achieved on a long-term sustainable basis. The Company shall have the
right to claim repayment of variable salary if a payment has been made
on the basis of information which later proves to be manifestly
misstated. The synthetic shares shall be issued under the program for
synthetic shares established by the Annual General Meeting 2010.

3. Long-term incentive program
At the Annual General Meeting 2005, with an adjustment at the Annual
General Meeting 2006, it was resolved to introduce a share savings
program for employees in the Eniro Group. This program will be settled
during 2011.

4. Pension provisions and other remunerations and benefits
Eniro's policy for pension is based on either an individual pension plan
or a premium-based pension plan with a maximum of 35 percent of the
fixed salary. If termination is initiated by the Company, a notice
period of maximum 12 months applies. In addition to this, severance pay
may be paid for additionally maximum 6 months. For historical reasons
there are three individual agreements where 12 months' severance pay
still applies. Other remuneration and benefits, e.g. company car and
health insurance, shall be on market terms.

The Board of Directors may deviate from the principles if particular
reasons are at hand.

The Board of Directors proposes that the Annual General Meeting 2011
shall resolve on these principles for the remuneration for senior
management.

Deviations from the 2010 principles for remuneration for senior
management
The Annual General Meeting 2010 authorized the Board of Directors to
deviate from the principles if particular reasons would be at hand. The
Board of Directors has decided to deviate from the principles in the
cases and for the particular reasons set forth below.

Due to the limited period of time that the President and CEO Johan
Lindgren was employed by the Company during 2010, the President and
CEO's variable salary is entirely discretionary and proportionate to the
four months period the President and CEO was employed.

Information regarding costs for variable salary for 2011
The table below presents the costs for variable salary for 2011
(including costs for synthetic shares) at different outcomes, based on
the current composition of the senior management.

Cost, excluding social costs     At unchanged share price    At maximal
increase in share price (5 times)
50% objective fulfilment            SEK 11 million                   SEK
33 million
100% objective fulfilment          SEK 22 million                   SEK
66 million

Information regarding previously decided remuneration that is not yet
due to be paid
In relation to the synthetic shares earned during 2010, the estimated
amount to be paid out is SEK 2,2 million if the price per share would be
SEK 25. At the maximum increase of the share price, the estimated amount
to be paid out is SEK 10,9 million. The payments will be made in 2013.

In relation to the synthetic shares earned during 2009, the estimated
amount to be paid out is SEK 100,000 if the price per share would be SEK
25. At the maximum increase of the share price, the estimated amount to
be paid out is SEK 700,000. The payments will be made in 2011.

Resolution on Nomination Committee (item 15)

The Nomination Committee for the Annual General Meeting 2011 consists of
Maria Wikström (Länsförsäkringar Fondförvaltning AB), Erik Sjöström
(Skandia Liv), Hans Ek (SEB Funds), Peter Rudman (Nordea Investment
Funds) and Lars Berg (Chairman of the Board of Directors of Eniro).
Peter Rudman is the Chairman of the Nomination Committee.

The Nomination Committee proposes that a Nomination Committee shall be
established as follows.

The Chairman of the Board of Directors shall contact the four largest
shareholders based on Euroclear Sweden AB's (owner-grouped) list of
registered shareholders per the last bank day in August. Each of the
four largest shareholders shall be offered the possibility to appoint a
representative to constitute the Nomination Committee together with the
Chairman of the Board of Directors until such time as a new nomination
committee has been appointed.

If any of these shareholders decides to refrain from its right to
appoint a representative, the right passes to the shareholder that after
these shareholders has the largest shareholding. Unless the members
agree otherwise, the Chairman of the Nomination Committee shall be the
member who represents the largest shareholder in terms of voting rights.
However, the Chairman of the Board of Directors may not be the Chairman
of the Nomination Committee. No fees shall be paid to the members of the
Nomination Committee.

The composition of the Nomination Committee shall be announced in a
separate press release as soon as the Nomination Committee has been
appointed and not later than six months prior to the Annual General
Meeting. This information shall also be available on the Company's
website, where it shall also be specified how shareholders can submit
proposals to the Nomination Committee.

A member shall resign the Nomination Committee if the shareholder that
appointed that member is no longer one of the four largest shareholders.
Thereafter, a new shareholder in the order of largest shareholders shall
be offered an opportunity to appoint a member. Unless special reasons
apply, however, no change in the composition of the Nomination Committee
shall take place if only minor changes in voting rights have occurred or
if the change shall occur later than two months prior to the Annual
General Meeting. A member shall submit his resignation if the
shareholder that appointed the member has sold its entire holding.

The Nomination Committee's assignment shall be to present a proposal
prior to the Annual General Meeting regarding the number of members of
the Board of Directors, composition of the Board of Directors, Chairman
of the Board of Directors, board fees, possible compensation for
committee work, Chairman of the Annual General Meeting and, as
applicable, election of auditors and auditors fees. The Nomination
Committee's proposal shall be presented in the notice of the Annual
General Meeting and on the Company's website.

DOCUMENTS

The Annual Report, the Auditor's Report and the Auditor's statement or
copies thereof, and the complete proposals and enclosures thereto for
items 10 - 15 will be available at the Company and posted on the Company
website, www.eniro.com, from April 8, 2011 at the latest, and will at
the request of shareholders be sent free of charge to their stated
address.

All of the above mentioned documents will be presented to the Annual
General Meeting.

Stockholm in March 2011

Eniro AB (publ)
The Board of Directors

For additional information, contact:
Katarina Lindgren, CLO, Tel +46 8 553 313 73
Lena Schattauer, Acting Head of Investor Relations, Tel +46 (0)70-595 51
00