[Translation from Swedish into English. In case of discrepancies, the Swedish original shall prevail] Minutes No 1/2006 kept of the Annual General Meeting of the shareholders of Eniro AB (publ), company reg. no. 556588-0936, 5 April 2006, 15.00 17.20, at IVA:s Conference Center, Stockholm. Minute 1 Opening of the meeting The Chairman of the Board of Directors, Lars Berg, welcomed the meeting participants and declared the meeting opened. Lars Berg informed the meeting that the company s nomination committee has proposed that Attorney Dick Lundqvist shall be appointed as the Chairman of the General Meeting and preside the proceedings of today. Minute 2 Election of the chairman of the meeting Attorney Dick Lundqvist was appointed as Chairman of the General Meeting to lead the proceedings today. Mikael Engqvist, Chief Legal Officer of the company, kept today s minutes. Minute 3 Preparation and approval of the voting list The schedule of shareholders and other persons attending, attached to the minutes, Appendix 1, was approved as the voting list. It was noted that the guests attending the General Meeting who were not shareholders, and shareholders who had not registered their shareholding in their own name by the record D-344412-v4
2 day, were granted the right to participate in the General Meeting, though without having any voting rights. Minute 4 Approval of the agenda The agenda for the Annual General Meeting was approved. Minute 5 Election of two persons to verify the minutes Johan Ekström, representing a number of funds within Robur, and Caroline Forsberg, representing a number of funds within SEB, were appointed to verify the minutes, together with the Chairman of the General Meeting. Minute 6 Consideration of whether the General Meeting has been properly convened It was noted that the notice of the Annual General Meeting had been given in accordance with Article 8 of the Articles of Association and otherwise in accordance with the provisions of the Swedish Companies Act. It was thereafter declared that the meeting had been properly convened. Minute 7 Statement by the President and CEO Tomas Franzén, in his capacity as President and CEO, reported on the operations during 2005. Tomas Franzén answered questions regarding the operations in conjunction therewith. D-344412-v4
3 Minute 8 The Chairman of the Board of Director s statement regarding the work of the Board of Directors and the Committees The Chairman of the Board of Directors, Lars Berg, reported on the work conducted by the Board of Directors and its committees during 2005. Lars Berg answered questions regarding the operations in conjunction therewith. Minute 9 Presentation of the Annual Report and the Auditor s Report together with the Group Accounts and the Auditor s Report for the Group It was noted that the Annual Report for Eniro AB (publ) and the Group, regarding the fiscal year 2005, has been available at the company since 22 March 2006 and has been sent to those shareholders who had requested it. It has also been available on the company s website. In addition, the Annual Report was enclosed in the material distributed prior to the meeting. It was further noted, that the Board of Directors statement regarding the proposed dividend in accordance with Chapter 18, Section 4 of the Swedish Companies Act, can be found on page 40 in the Annual Report and has been available at the company since 22 March 2006, and is enclosed in the distributed material. The company s auditor, the registered public accounting firm PricewaterhouseCoopers AB represented by Peter Bladh, Authorized Public Accountant, gave a general report on how the audit work had been conducted and presented the Auditor s Report regarding both the parent company (Eniro AB) and the Group during the fiscal year. It was resolved that the Annual Report and the Auditor s Report together with the Group Accounts and Auditor s Report for the Group for the fiscal year 2005 together with the Board of Directors statement, in accordance with Chapter 18, Section 4 of the Swedish Companies Act, should be deemed to have been duly submitted. D-344412-v4
4 Minute 10 Resolutions a) It was resolved to approve the Income Statement and Balance Sheet submitted and also the Consolidated Income Statement and Consolidated Balance Sheet submitted for the fiscal year 2005. b) It was resolved to appropriate the profits of the company in accordance with the proposal of the Board of Directors, on page 40 of the Annual Report, by a dividend being declared for the shareholders of SEK 2.20 per share, corresponding to SEK 398,425,263, with 10 April 2006 as the record day, and that SEK 1,625,076,379 be carried forward to new account. No dividend shall be paid on own shares. It was informed that the company, as of today, holds approximately 1,000,000 of own shares. c) It was resolved to grant the members of the Board of Directors and the President discharge from liability from management of the company for the past fiscal year. It was noted that the resolutions were unanimous, though the members of the Board of Directors and the President, to the extent they had voting rights at the meeting, did not participate in the resolution under Minute 10 c). Minute 11 Determination of the number of members and deputy members of the Board of Directors to be elected by the General Meeting Wouter Rosingh, as chairman of the nomination committee, reported generally, by way of introduction, on how the work of the nomination committee has been conducted during the fiscal year. Furthermore, Wouter Rosingh reported on the nomination committee s proposal for a resolution on the number of members and deputies of the Board of Directors, the remuneration of the Board of Directors, and the election of the Board of Directors and deputies, if any. D-344412-v4
5 It was resolved that the number of members of the Board of Directors, in accordance with the proposal by the nomination committee, should be increased from seven to eight and that no deputies shall be appointed. Minute 12 Determination of fees to the Board of Directors It was resolved that, in accordance with the nomination committee s proposal, the Chairman of the Board of Directors shall be remunerated with SEK 825,000 and each of the members of the Board of Directors elected by the General Meeting, who are not employed by the company, with SEK 330,000, i.e. President and CEO Tomas Franzén shall not be remunerated. In addition thereto, two individual members of the Board of Directors (however not the Chairman of the Board of Directors) shall be remunerated with an additional SEK 50,000 each for their committee work and the chairman of the Audit Committee shall be remunerated with SEK 100,000 for that work. Minute 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 It was noted that the meeting needed to elect eight members of the Board of Directors and that the nomination committee had proposed the 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. In accordance with what is stated in the Annual Report on page 35 and in further material that have been provided prior to the meeting, the age of the proposed members of the Board of Directors, principal education and work experience, assignments with the company and other significant assignments, his or her holdings of shares or other financial instruments in the company or such holdings by related natural or legal persons, if the proposed member of the Board of Directors is independent in relation to the company as well as major shareholders of the company and in the case of nomination for re-election, the year the member was elected to the Board of Directors, was reported. D-344412-v4
6 Lars Berg, Per Bystedt, Barbara Donoghue, Gunilla Fransson, Thomas Franzén, Urban Jansson, Luca Majocchi and Tom Vidar Rygh were elected, up to the end of the next Annual General Meeting, as ordinary members of the Board of Directors of Eniro AB (publ). It was resolved to appoint Lars Berg as the Chairman of the Board of Directors and, in the event his assignment as Chairman of the Board of Directors should cease in advance, that the Board of Directors should elect a new Chairman. Minute 14 The Board of Directors proposed resolution regarding the changes to the Articles of Association The Chairman of the General Meeting reported on the Board of Directors proposal on the changes to the Articles of Association by referring to what had been stated in conjunction with the notice of the Annual General Meeting and concluded that the proposed changes essentially are a matter of formality and are due to the implementation of the Swedish Code of Corporate Governance and the new Swedish Companies Act (Sw. Aktiebolagslagen, 2005:551) as of 1 January 2006. The Chairman of the General Meeting reminded the meeting about the regulations in the Swedish Companies Act regarding the requirement that the resolution must be supported by a majority equivalent to more than two-thirds of the shares voted as well as two-thirds of all shares present or represented at the General Meeting to be valid. It was further noted that the Board of Directors entire proposal is enclosed in the distributed material and that it also could have been enquired from the company prior to the meeting. It was resolved to deem the proposal by the Board of Directors to the General Meeting on changes to the Articles of Association, to have been duly submitted. D-344412-v4
7 It was resolved to approve the proposed changes and to adopt the new Articles of Association in accordance with the proposal of the Board of Directors, Appendix 2. It was noted that the resolution had been passed unanimously. Minute 15 The Board of Directors proposal to resolve on policy regarding remuneration and other terms of employment for senior management The Chairman of the General Meeting noted that in accordance with the new Swedish Code of Corporate Governance, the General Meeting need to resolve on both policy regarding remuneration and other terms of employment for senior management, as well as proposal on share related incentive programs for senior management. This paragraph 15 on this agenda covers both these issues. The Chairman of the General Meeting then introduced the Chairman of the Board of Directors, Lars Berg, for a more detailed presentation of the Board of Directors proposal regarding both these issues. In conjunction with his presentation, the Chairman of the Board of Directors presented the details of the terms and conditions for the company s President and CEO and that these consist of a fixed base salary of SEK 5,000,000 and an additional variable remuneration at a maximum of SEK 2,500,000, equivalent to 50 percent of the base salary, whereof a maximum of SEK 1,800,000 is paid in cash and that the remaining part, provided that the General Meeting approved of the Board of Directors proposal for that part, is converted to synthetic shares. Regarding the proposal of a share related incentive program to senior management, the Chairman of the Board of Directors in conclusion informed that, also provided that the General Meeting approved of the proposal for an incentive program, the program shall be applied for a part, SEK 900,000, of the variable remuneration to the President with respect to the year of 2005. Lars Berg answered questions regarding the proposal. D-344412-v4
8 It was noted that the Board of Directors entire proposal is enclosed in the distributed material and that it could also have been enquired from the company prior to the meeting and has been available at the company website. It was resolved to deem that the proposal of the Board of Directors to resolve on both policy regarding remuneration and other terms of employment for senior management, as well as share related incentive program for senior management, to have been duly submitted. It was resolved to approve the Board of Directors proposal on both policy regarding remuneration and other terms of employment for senior management, as well as share related incentive program for senior management, in accordance with Appendices 3 and 4. It was noted that Carina Liljegren-Thärning, as an attorney for a number of funds, in accordance with Appendix 1, and representing 946,937 shares and votes, did not support the proposal. Minute 16 The Board of Directors proposal to resolve on changes in the share saving plan including transfer of treasury shares The Chairman of the Board of Directors, Lars Berg, presented the proposal of the Board of Directors. Lars Berg answered questions regarding the proposal. It was noted that the Board of Directors entire proposal is enclosed in the distributed material and that it could also have been be enquired from the company prior to the meeting and has been available at the company website. The Chairman of the General Meeting reminded the meeting about the regulations in the Swedish Companies Act (equivalent to the former regulations in the so called Leo-Act) regarding the requirement that the resolution must be supported by a majority equivalent to D-344412-v4
9 more than nine-tenths of the shares voted as well as nine-tenths of all shares present or represented at the General Meeting to be valid. It was resolved to deem the proposal of the Board of Directors to resolve on a share saving plan and transfer of treasury shares, to have been duly submitted. It was resolved to change the share saving plan and the transfer of treasury shares, in accordance with the proposal of the Board of Directors, Appendix 5. It was noted that Anna af Jochnick as an attorney for a number of funds, in accordance with Appendix 1, and representing 2,834,619 shares and votes as well as Carina Liljegren- Thärning, as an attorney for a number of funds, in accordance with Appendix 1, and representing 946, 937 shares and votes, did not support the proposal. It was noted that the proposal was supported by more than nine-tenths of the shares voted as well as nine-tenths of all shares present or represented at the General Meeting. Therefore, the provisions in the Swedish Companies Act were fulfilled. Minute 17 Proposed resolution regarding the establishment of a nomination committee Wouter Rosingh presented the nomination committee s proposal regarding the establishment of a nomination committee. It was noted that the nomination committee s entire proposal is enclosed in the distributed material and that it could also have been enquired from the company prior to the meeting. It was resolved to deem the nomination committee s proposal to the General Meeting on the establishment of a nomination committee, to have been duly submitted. It was resolved that a nomination committee shall be established in accordance with the proposal of the nomination committee, Appendix 6. D-344412-v4
10 Minute 18 Other matters It was noted that there was no other matters notified in the proper manner. On an ending note, the Chairman of the Board of Directors expressed his gratitude to the President and all personnel for a successful year, and the Chairman of the Board of Directors further requested the President to forward the Board of Directors appreciation to the personnel in an appropriate manner. Minute 19 Closing of the meeting The meeting was declared concluded. In fidem: Verified: /Mikael Engqvist/ /Dick Lundqvist/ /Johan Ekström/ /Caroline Forsberg/ D-344412-v4
Appendix 2 [Translation from Swedish into English - not a legal document. In case of discrepancies, the Swedish original shall prevail.] The Board of Directors proposed resolution regarding changes to the Articles of Association (item 14) To adjust the company s Articles of Association to the new Swedish Companies Act (Sw. Aktiebolagslagen, 2005:551) the Board of Directors propose certain adjustments to the Articles of Association. A summary of the proposed adjustments is stated below. Previous article numbers are stated within the brackets. 5 The provisions of the par value of the share is omitted and is replaced with provisions of that number of shares shall be not less than 150 000 000 and not more than 600 000 000. 6 The provisions regarding the term of office of the Board of Directors is adjusted to be in accordance to the new terminology in the Swedish Companies Act. (Applies only to the Articles of Association in Swedish). 7 The provisions regarding the terms of office of the Auditors is adjusted to be in accordance to the new terminology in the Swedish Companies Act. (Applies only to the Articles of Association in Swedish). 8 The provision regarding the notice of a General Meeting is changed so that a notice of a General Meeting shall be made in the form of an announcement in the Official Gazette (Sw. Post- och Inrikes Tidningar) and Svenska Dagbladet. 9 The provision is to state that the shareholders participating in the General Meeting shall be registered in the transcript or other list reflecting the entire share register regarding shareholdings five workdays prior to the General Meeting, and, secondly, notify the Company of their intention to attend the General Meeting no later than the day stipulated in the notice convening the General Meeting. 9 The provision is adjusted to include in the agenda for Annual General Meeting, (i) the statement by the President and CEO as well as (ii) the statement regarding the work of the Board of Directors and the committees.
Appendix 2 9 Provision regarding items to be addressed at the Annual General Meeting is adjusted to include (i) the disposition to be made of the Company s profits or losses as shown in the balance sheet and resolution of record day for dividend, and (ii) election of the Chairman of the Board of Directors, other members of the Board of Directors, and any deputy members of the Board of Directors. 9 The provisions shall provide for other items to be addressed at the Meeting in accordance with the Swedish Companies Act or the Articles of Association. 10 The provision of voting rights is omitted. 11 ( 12) The VPC-registration provision is adjusted as follows: The shareholder or nominee who at the stipulated record date is registered in the share register and is noted in a record register in accordance with the Swedish Financial Instruments Accounting Act (Sw. Lagen (1998:1479) om kontoföring av finansiella instrument) Chapter 4 or if the person is noted in a record account according to Chapter 4 section 18 para 1, 6-8 in the aforesaid law, will be assumed to be entitled to exercise the rights stated in Chapter 4 section 39 the Swedish Companies Act (2005:551). Other Ordinarie bolagsstämma is changed in the Swedish version of the Articles of Association to årsstämma where applicable.
1 (3) [Translation from Swedish into English not a legal document. In case of discrepancies, the Swedish original shall prevail.] ARTICLES OF ASSOCIATION OF ENIRO AB (publ) (Corp. Reg. No. 556588-0936) adopted by the Annual General Meeting on April 5, 2006. 1 Registered name The registered name of the Company is Eniro AB. The company is a public limited liability company (publ). 2 Registered office The registered office of the Board of Directors shall be in Stockholm. 3 Objective of the Company's operations The Company shall develop, produce and market information and media products, as well as conduct related activities. 4 Share capital The Company's share capital shall amount to not less than SEK 150,000,000 and not more than SEK 600,000,000. 5 Number of shares The number of shares shall amount to not less than 150 000 000 and not more than 600 000 000. 6 Board of Directors Apart from persons who, pursuant to law, may be appointed in accordance with other provisions, the Board of Directors shall consist of not fewer than four and not more than ten members and not more than three deputy members. The Board members and deputies are elected annually at the Annual General Meeting for the period extending to the close of the following Annual General Meeting. 7 Auditors For the purpose of examining the Company's annual report and financial accounts, as well as the management of the President and the Board of Directors, at least one and not more than two authorized auditors, with not more than the same number of deputies, are
2 (3) to be elected at a General Meeting for a period extending until the close of the Annual General Meeting during the fourth financial year following the election of the auditors. A registered firm of accountants may also be appointed as the Company's auditor. 8 Notice Notice of a General Meeting of shareholders shall be made in the form of an announcement in the Official Gazette (Sw. Post- och Inrikes Tidningar) and Svenska Dagbladet. Notice of the Annual General Meeting and of Extraordinary General Meetings intended to address amendments to the Articles of Association shall be issued not earlier than six weeks and not later than four weeks prior to the Meeting. Notice of other Extraordinary General Meetings shall be issued not earlier than six weeks and not later than two weeks prior to the Meeting. 9 General Meetings To be entitled to participate in a General Meeting, shareholders shall, firstly, be registered in the transcript or other list reflecting the entire share register regarding the shareholdings five workdays prior to the Meeting and, secondly, notify the Company of their intention to attend the Meeting not later than 4 p.m. on the day stipulated in the notice convening the General Meeting. The latter mentioned day must not be a Sunday, any other public holiday, Midsummer's Eve, Christmas Eve or New Year's Eve and must not be more than the five workdays before the Meeting. Shareholders may be accompanied at the Meeting by a maximum of two assistants, on condition that the shareholder notifies the Company of the number of assistants in the manner stated in the preceding paragraph. The following items shall be addressed at the Annual General Meeting: 1. Election of chairman of the Meeting. 2. Preparation and approval of the list of shareholders entitled to vote at the Meeting. 3. Approval of the agenda. 4. Election of two persons to verify the minutes. 5. Determination of whether the Meeting has been duly convened. 6. Statement by the President. 7. Statement regarding the work of the Board and its Committees. 8. Presentation of the annual report and the auditors' report and, if the Company is a parent company, of the consolidated financial accounts and the auditor's report on the consolidated financial accounts. 9. Decision concerning a) the adoption of the income statement and balance sheet and of the consolidated income statement and consolidated balance sheet, b) the disposition to be made of the Company's profits or losses as shown in the balance sheet adopted by the Meeting, and resolution of record day for
3 (3) dividend, c) the discharge of the members of the Board of Directors and of the President from personal liability for the period covered by the financial accounts. 10. Determination of the number of members and deputy members of the Board to be elected by the General Meeting. 11. Determination of the fees to be paid to the Board members. 12. Election of the Chairman of the Board of Directors, the members of the Board of Directors, and any deputy members of the Board of Directors. 13. When applicable, determination of the number of auditors and deputy auditors. 14. When applicable, determination of the fees to be paid to the auditors. 15. When applicable, election of auditors and deputy auditors. 16. Other business to be addressed by the Meeting in accordance with the Swedish Companies Act or the Articles of Association. 10 Financial Year The Company's financial year shall be the calendar year. 11 Record date provision The shareholder or nominee who at the stipulated record date is registered in the share register and is noted in a record register in accordance with the Swedish Financial Instruments Accounting Act (Sw. Lagen (1998:1479) om kontoföring av finansiella instrument) Chapter 4 or if the person is noted in a record account according to Chapter 4 section 18 para 1, 6-8 in the aforesaid law, will be assumed to be entitled to exercise the rights stated in Chapter 4 section 39 of the Swedish Companies Act (2005:551).
Appendix 3 [Translation from Swedish into English not a legal document. In case of discrepancies, the Swedish original shall prevail.] The Board of Directors proposal to resolve on policy regarding remuneration and other terms of employment for senior management (item 15) Introduction Senior management is defined as the President, the Group management and some key personnel, a total of approximately 20 persons. The object of the policy on remuneration for senior management is to offer remuneration in line with market standards that will attract as well as retain these persons within the Eniro Group. The remuneration consists of numerous parts; (1) fixed salary, (2) variable remuneration, (3) long-term incentive program, and (4) pensions and other remunerations and benefits. 1. Fixed salary The fixed salary is based on each manager s competence and area of responsibility. The fixed salary is revised annually. 2. Variable remuneration The outcome of the variable remuneration depends on the level of fulfillment of targets in Eniro s scorecard. The scorecard s targets are as follows. The financial targets constitute approximately 70 percent of the targets in the scorecard. Market and human capital objectives constitute about 20 percent and the last 10 percent of the targets are goals set for each individual. For the CEO the variable remuneration is a maximum of 50 percent of the fixed salary. For the rest of the senior management the variable remuneration is a maximum of 35 60 percent of the fixed salary. Of the variable remuneration, a maximum of 15 40 percentage units is paid in cash. The rest (i.e. maximum 20 percentage units) is proposed to convert into synthetic shares in accordance with the
Appendix 3 proposal below. The value of these synthetic shares will be paid in cash to the manager two years after the conversion. In order for the cash to be paid to the manager, the manager has to be employed within the Eniro Group at the time of payment. 3. Long-term incentive program At the Annual General Meeting of April 5, 2005, it was decided to provide for a share saving plan for employees in the Eniro Group. The share saving plan is described below, see agenda item 16, in conjunction with the Board of Director s proposal of the changes of the plan. 4. Pension and other remunerations and benefits Eniro s policy on pension is based on either an Individual Pension Plan (Sw. ITP plan) or a premium-based pension plan. In the premium-based plan the premium will constitute a maximum of 35 percent of the fixed salary. Conditions of termination of employment for senior management when the Company initiates the termination will entail a maximum notice period of twelve months with redundancy payment carrying a maximum of twelve months thereafter. Other benefits consist of car benefits, the policy for which is determined by the current policy at that time.
Appendix 4 [Translation from Swedish into English not a legal document. In case of discrepancies, the Swedish original shall prevail.] The Board of Directors proposal regarding the implementation of a share related incentive program for senior management (item 15) The Board of Directors proposes that a share related incentive program for senior management shall be implemented on the following conditions. The incentive program is 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. For the persons involved in the program, a maximum of 20 percentage units 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 and is fixed on a stipulated day (the first reconciliation day). This day is the second trade day for the Eniro share after Eniro has published the Annual Report for the foregoing financial year, i.e. in 2007 for the first time. The number of synthetic shares that each person shall be allotted is calculated as the average last paid price for the Eniro share during the first five trade days after the first reconciliation day. The total number of synthetic shares for each person shall be adjusted for with a synthetic dividend equal to the dividend paid to ordinary shareholders. Synthetic dividend therefore entails that an equal amount is added to each persons holding. A register of each person s number of synthetic shares and related dividend is maintained by Eniro. The day (the second reconciliation day) that occurs two years after the first reconciliation day, the holding of synthetic shares and dividend, provided that the
Appendix 4 person is employed at Eniro at the time, will convert into a monetary remuneration that will be paid to the person as soon as the calculation is performed by the Company. The value of the synthetic shares the second reconciliation day shall be determined as the average last paid price for the Eniro share during the previous five trade days after the second reconciliation day. If the Annual General Meeting resolve on the share related incentive program, in accordance with the Board s proposal, the Board intend to apply the structure of the program for part of the CEOs variable remuneration also regarding year 2005.
Appendix 5 Translation only not a legal document The Board of Directors proposal to resolve on changes in the share saving plan including transfer of treasury shares (item 16) Background Eniro has at the Annual General Meeting on April 5, 2005 decided on a share saving plan for managers and other employees within the Eniro Group. Employees and management are offered the possibility during 2005 2008 to save up to 7.5 percent of their gross salary for purchase of shares in Eniro ( saving shares ) on the Stockholm Stock Exchange. Managers of the Eniro Group are also offered the possibility to initially with their own means purchase additional saving shares for an amount corresponding to 3.75 percent of their yearly gross salary. Provided that saving shares are held for three years from the respective acquisition time ( saving period ) and the employee remains employed within the Eniro Group during the entire saving period, each saving share will thereafter entitle to receipt free of charge of 0.5 share in Eniro ( matching share ). Managers will also be eligible for receipt of additional 2-8 matching shares ( performance based matching shares ) for each held saving share depending on their positions and the development of the Group s cash flow (cash flow before interest and paid taxes exclusive effects of acquisitions and disposals of companies and real estates) during the respective saving period. The Board of Directors proposal The Board of Directors proposes that allotment of performance based matching shares shall be determined from the key ratio earnings per share before depreciation and write-downs ( cash earnings per share from continuing operations ) instead of cash flow. If the average annual increase of the key ratio during the measure 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 measure period is constituted by the three financial years that each respective saving period is comprised of in relation to the foregoing financial year immediately preceding each saving period. The maximum costs for the share saving plan and the maximum number of shares that may be allotted within the saving share plan is not affected by the proposed change. Background and motives for the Board of Directors proposal The Board of Directors is of the opinion that a competitive share related incentive program is of great importance to the future development of the result and value of the Company. The key ratio in the current program that determines allotment of performance based matching shares, cash flow, has after the acquisition of Findexa turned out to be less appropriate to use as a means of control. The acquisition of Findexa will result in increased total assets, a higher debt/equity ratio and an increased tax exposure. 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 proposed key ratio is also easier to communicate and, moreover creates opportunities for a higher degree of participation and creates a lock-in effect. In order to improve the means of control in the share saving plan and to increase the participation as well as the possibility of retaining qualified managers, it is motivated to resolve on the above mentioned changes. Considering this, the Board of Directors deems the proposal to be well founded and advantageous for the Company and its shareholders.
Appendix 6 [Translation from Swedish into English - not a legal document. In case of discrepancies, the Swedish original shall prevail.] Proposed resolution regarding the establishment of a nomination committee (item 17) The nomination committee consists of Wouter Rosingh, Hermes Focus Asset Management, Torsten Johansson, Handelsbanken/SPP Fonder, Magnus Wärn, AMF Pension, Ossian Ekdahl, Första AP-fonden and Lars Berg, the Chairman of the Board of Directors of Eniro. The nomination committee s Chairman is Wouter Rosingh. In accordance with the previous year, the nomination committee proposes the following. 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 the time a new nomination committee has been appointed. If any of the abovementioned shareholders chose not to exercise its right to appoint a representative, that right passes to the shareholder who, after the abovementioned shareholders, owns the next largest number of shares. If a member of the nomination committee resigns from the position prior to the conclusion of its work, the same shareholder who appointed the resigning member shall, if considered to be required, appoint a successor, or if that shareholder no longer, in terms of voting rights, is one of the four largest shareholders, by the new shareholder in that group. The nomination committee will amongst themselves appoint a Chairman. The Chairman of the Board of Directors can not be elected Chairman of the nomination committee.
Appendix 6 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. This information shall be made available on the Company website where there shall also be information as to how shareholders can submit proposals to the committee. In case the ownership structure should change substantially thereafter, the composition of the committee shall change accordingly. The task of the nomination committee shall be to present proposals prior to the General Meeting, in regards to the number of members of the Board of Directors to be elected by the General Meeting, the fees for the Board of Directors, possible fees for work in the committees of the Board of Directors, the composition of the Board of Directors, the Chairman of the Board of Directors, chairman of the General Meeting and, when applicable, for the election of auditors and the fees for the auditors. The nomination committee s proposal shall be included in the notice for the General Meeting and published on the Company website.