Release from Eniro’s 2013 Annual General Meeting

Eniro’s Annual General Meeting was held today at Eniro’s head office in
Frösunda, Solna. The Meeting re-elected Lars-Johan Jarnheimer as Chairman of the
Board, as well as Fredrik Arnander, Thomas Axén, Cecilia Daun Wennborg, Ketil
Eriksen and Leif Aa. Fredsted as members of the Board.
Appropriation of the Company’s earnings
In accordance with the Board’s motion, the Annual General Meeting resolved that
no dividend on common shares shall be paid for the 2012 fiscal year. It was
resolved to pay a dividend on preferential shares of SEK 48 per share,
corresponding to a total of SEK 48 M, at a rate of SEK12 per quarter until the
next Annual General Meeting. The Annual General Meeting further resolved that
the Company’s retained profits be carried forward.

Election of the Board of Directors
In accordance with the proposal presented by the Nomination Committee, it was
resolved that Eniro’s Board would continue to comprise six members and no
alternates. In accordance with the Nomination Committee’s proposal, Lars-Johan
Jarnheimer, Fredrik Arnander, Cecilia Daun Wennborg, Ketil Eriksen, Thomas Axén
and Leif Aa. Fredsted were re-elected to serve as Board members until the end of
the next Annual General Meeting. Lars-Johan Jarnheimer was elected to serve as
Chairman of the Board until the end of the next Annual General Meeting.

Remuneration of Board members
It was resolved that the Board of Directors should receive total directors’ fees
of SEK 3,650,000, of which SEK 1,100,000 to the Chairman of the Board and SEK
420,000 to other Board members elected by the Annual General Meeting, SEK
150,000 to the Chairman of the Audit Committee and SEK 75,000 to the four other
members of the company’s committees.

Amendment of the Articles of Association
The Annual General Meeting resolved in accordance with the motion concerning
amendment of the Articles of Association. The change is implemented to
facilitate a reduction in share capital. The share capital limits are changed to
a minimum of SEK 300,000,000 and a maximum of SEK 1,200,000,000.

The Annual General Meeting then further resolved on a reduction of the Company’s
share capital, from SEK 2,529,518,504.50, to SEK 303,542,220 (a decrease of SEK
2,225,976,284.50), in accordance with the proposal. Following the reduction of
the share capital as described above, the Company’s share capital will amount to
SEK 303,542,220, distributed among 101,180,740 shares, each with a quotient
value of SEK 3. The reduction requires permission from the Swedish Companies
Registration Office or, in the case of a dispute, the court. The reduction will
have no impact on the number of shares in the Company.

Election of auditors
In accordance with the Nomination Committee’s proposal, the Annual General
Meeting resolved to elect the authorised accounting firm PricewaterhouseCoopers
AB as the Company’s auditor until the close of the next Annual General
Meeting.

Guidelines for remuneration of senior executives
The Annual General Meeting adopted the proposed guidelines for remuneration of
senior executives, which have been partially revised in relation to the
guidelines adopted by the 2012 Annual General Meeting. The primary difference is
that the portion of variable salary that pertains to synthetic shares ceases to
exist and is proposed to be replaced by a share-related incentive programme
based on the executive’s personal holdings of common shares in Eniro’s Long-Term
Incentive Programme (LTIP 2013). The objective of the guidelines for
remuneration to senior executives is to ensure that Eniro offers competitive
compensation consisting of the following parts: fixed salary, variable salary,
LTIP 2013, as well as a pension scheme and other benefits.

Share-related incentive program and hedging measures
The Annual General Meeting adopted the Board’s proposal on a new, share-related
incentive programme (LTIP 2013), with the adjustment and clarification presented
at the Annual General Meeting (and which appears in Eniro’s interim report for
January-March 2013), as well as hedging measures necessitated by the incentive
programme that entail the following: an amendment to the Articles of Association
whereby Class C shares are created; authorisation for the Board to resolve on a
new issue of Class C shares; authorisation for the Board to decide on a re
-purchase of Class C shares; and a resolution that Class C shares held by Eniro
after conversion to common shares are allowed to be transferred to participants
under LTIP 2013.

Establishment of the Nomination Committee
The Meeting resolved that a Nomination Committee should be established using the
same procedure as in the preceding year, meaning that the Chairman of the Board
shall contact the four largest shareholders on the last bank day in August. Each
of the four largest shareholders shall be offered the possibility to appoint a
representative who, together with the Chairman of the Board, shall constitute
the Nomination Committee until such time as a new Nomination Committee has been
appointed. Unless the members agree otherwise, the chairman of the Nomination
Committee will be the member who represents the largest shareholder in terms of
voting rights. The composition of the Nomination Committee is to be announced in
a separate press release issued as soon as the Nomination Committee has been
appointed and not later than six months prior to the Annual General Meeting.

For more information, please contact:
Katarina Lindgren, CLO, Tel: +46 8 553 31373
Cecilia Lannebo, Head of Investor Relations, Tel: +46 722 208 277, e-mail:
cecilia.lannebo@eniro.com

The information is such that Eniro AB (publ) is required to disclose in
accordance with the Swedish Financial Instruments Trading Act and/or the Swedish
Securities Market Act. The information was submitted for publishing at 17:30 CET
on April 25, 2013.
Eniro is the local search engine. A clever shortcut to what you need, home or
away. 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.

Eniro is one of the largest search companies in the Nordic region and Poland.
The company has approx. 3,200 employees in the Nordic region and Poland and has
been listed on Nasdaq OMX Stockholm since 2000. During 2012, Eniro’s revenues
amounted to SEK 3,999 M and EBITDA was SEK 976 M. Headquarters are located in
Stockholm, Sweden. More on Eniro at www.eniro.com

Eniro – Discover local. Search local.