Notice to attend the Extraordinary General Meeting


The Extraordinary General Meeting of Eniro AB (publ) will be held on Friday, 18
December 2015 at 9.00 a.m. (CET) at Summit Solna Business Park, Svetsarvägen 6,
Solna, Sweden. The doors to the premises will open at 08.30 a.m. (CET).

Right to attend and notice to the company

Those wishing to attend the meeting must:

firstly              be entered as a shareholder in the share register kept by
Euroclear Sweden AB on Saturday, 12 December 2015 (please note that since the
record day is a Saturday, the shareholder must be entered into the share
register on Friday, 11 December 2015); and

secondly         give notice of attendance to the company no later than on
Monday, 14 December 2015.

Notice of attendance can be given in writing to the address Eniro EGM, P.O. Box
7832, SE-103 98 Stockholm, Sweden, by telephone +46 (0)8 402 90 44 on weekdays
between 9.00 am and 4.00 pm (CET) or on the company’s website,
www.enirogroup.com, (only private individuals). When giving notice of
attendance, please state name/company name, social security number/corporate
registration number, address, telephone number (during office hours) and, where
relevant, number of accompanying persons.

Shareholding in the name of a nominee

To be entitled to participate in the meeting, those whose shares are registered
in the name of a nominee must register the shares in their own name with the
help of the nominee, so that the person is entered in the share register kept by
Euroclear Sweden AB on Saturday, 12 December 2015 (please note that since the
record day is on a Saturday, the shareholder must be entered into the share
register on Friday, 11 December 2015). This registration may be made
temporarily.

Proxies and proxy form

Those who do not attend the meeting in person may exercise his or her rights at
the meeting through a proxy in possession of a written proxy form, signed and
dated. A template proxy form is available on the company’s website,
www.enirogroup.com. The template proxy form can also be obtained from the
company or can be ordered via telephone in accordance with the above. A proxy
form issued by a legal entity must be accompanied by a copy of the certificate
of registration or a corresponding document of authority for the legal entity.
To facilitate registration at the meeting, proxy forms, certificates of
registration and other documents of authority should be submitted to the company
at the address above no later than on Monday, 14 December 2015.

Number of shares and votes

At the date the notice is issued, the total number of shares in the company is
477,240,899, consisting of 476,240,899 ordinary shares and 1,000,000 preference
shares, which corresponds to a total of 476,340,899 votes. At the same date, the
company holds 1,703,266 ordinary treasury shares, which cannot be represented at
the meeting.

Shareholder’s right to request information

Shareholders attending the General Meeting may request information in accordance
with Chapter 7, Section 32, first paragraph item 1 of the Swedish Companies Act
(2005:551).

Proposed agenda

 1. Opening of the General Meeting.
 2. Election of 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. Approval of settlement agreement with the former CEO.
 8. Closing of the General Meeting.

Election of chairman of the General Meeting (Item 2)

Dick Lundqvist, Attorney at Law, is proposed as chairman of the General Meeting.

Approval of settlement agreement with the former CEO (Item 7)

The Board of Directors of Eniro AB (publ) proposes that the General Meeting
approves that the company enters into the following settlement agreement with
the former CEO Johan Lindgren.

Background

Johan Lindgren has initiated an arbitration proceeding against the company and
claimed to receive a total amount of approx. MSEK 12.9 regarding salary and
benefits. If Johan Lindgren’s claim would be fully approved, the costs for the
company would amount to approx. MSEK 16.9 including social security
contributions, plus interest.

The company has initiated a cross-action against Johan Lindgren in the same
arbitration proceeding and claimed damages in the total amount of approx. MSEK
7.6. The claim for damages regards investigation costs (inter alia auditor
reviews), damages due to Johan Lindgren’s violation of his authority in relation
to the entering into an employment agreement and the fine the company has paid
to the Stock Exchange. Due to the dispute, the company has, since earlier,
reserved an amount of approx. SEK 19.3.

The settlement agreement

The principal terms and conditions in the agreement are the following. The
company shall compensate Johan Lindgren for part of his costs in the arbitration
proceeding, by paying Lindgren a total amount of MSEK 3.8. The company shall
withhold and pay preliminary tax on the amount as well as pay social security
contributions. Pursuant to Johan Lindgren’s employment agreement, the company
will account for the costs in relation to the procedure itself. The settlement
agreement will result in that all of the dealings will be fully and finally
settled. That means that Johan Lindgren will not be able to put forth any
additional claims in relation to his employment and that the company will not be
able to put forth any additional claims in relation to compensation for the
damages to which the company has claimed compensation for. That also means that
neither Johan Lindgren nor the company will be able to bring action against the
other party in relation to circumstances which are not included in the claims in
the arbitration proceeding, for example a claim for damages or compensation
which is supported by other causes for action than the causes for action which
have been presented in the arbitration proceeding.

Other information

From an economic perspective, the settlement agreement will result in the
following for the company. The company waives its claims for damages of approx.
MSEK 7.6 and pays MSEK 3.8 to Johan Lindgren for his costs. The company will
also have to pay social security contributions on the amount paid to Johan
Lindgren. The company will not have to pay any amount in relation to Johan
Lindgren’s requests against the company. The company will not incur further
costs in relation to the arbitration proceeding. Eniro will be able to reverse
the reserve of approx. MSEK 19.3, which is currently expected to give a positive
impact on earnings of approx. MSEK 14. As a result of the settlement agreement,
the company also waives further claims against Johan Lindgren for damages
pursuant to the Swedish Companies Act.

For a resolution by the General Meeting in accordance with this item to be
valid, it is necessary that shareholders representing not less than one-tenth of
all of the shares in the company do not vote against the proposal to approve the
settlement agreement.

Stockholm, November 2015

Eniro AB (publ)

The Board of Directors

For more information, please contact:
Lars-Johan Jarnheimer, Chairman of the Board of Directors, Tel: +46 8 553 310 00

This information is such that Eniro AB (publ) is required to disclose in
accordance with the Swedish Securities Market Act and/or the Financial
Instruments Trading Act. The information was submitted for publication on
November 25, 2015 at 8.15 am (CET).

Eniro is a search company that aggregates, filters and organizes local
information. Our growth is driven by users’ increasing mobility and multiscreen
behavior, where we are at the forefront with modern technical solutions. For
more than 100 years Eniro has helped people find local information and companies
find customers. Today it is a multiscreen solution – our users search for
information using their smart phones, tablets and desktops. Mobile advertising
is today the fastest growing part of Eniro’s business. Eniro is the local search
engine. A smart shortcut to what you need, no matter where you are or where you
are going.

Eniro is one of the largest search companies in the Nordic region and Poland.
The company has approximately 2,000 employees and has been listed on NASDAQ
Stockholm since 2000. During 2014, Eniro revenues amounted to SEK 3,002m and
EBITDA was SEK 631m. Approximately 88 percent of Eniro advertising revenues come
from multiscreen channels. The company’s headquarters are located in Stockholm,
Sweden. More on Eniro at www.enirogroup.com.

Eniro – Discover local. Search local.

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