ANNUAL GENERAL MEETING OF ENIRO AB (publ)

Transcription

1 ANNUAL GENERAL MEETING OF ENIRO AB (publ) on Tuesday, May 4, 2010 at 3.00 p.m. (CET) The Nomination Committee s proposals Agenda items 2, and 15

2 Election of the chairman of the General Meeting (item The Nomination Committee has informed the Board of Directors of its intention to, at the General Meeting, propose Mr. Lars Berg, as chairman of the General Meeting. Board of Directors, Chairman of the Board, and fees to be paid to the Board of Directors (items 11-13) The Nomination Committee makes the following proposals: The Board of Directors shall consist of seven members, and no deputy members, i.e. no change in the number of members of the Board of Directors is proposed. Lars Berg, Barbara Donoghue, Karin Forseke, Mattias Miksche, Harald Strømme and Simon Waldman 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 Thomas Axén. Luca Majocchi has declined re-election. Thomas Axén, born 1960, has a Master s degree in Economics and Business Administration from the Stockholm School of Economics. He is since 2008 President and CEO of the Nordic retail group Åhlénsgruppen and was previously CEO of Bonnier Dagstidningar (Bonnier Newspapers). Thomas Axén has also worked for McKinsey and is a Board member of Litorina Kapital AB and Tolerans AB. 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, Lars Berg is proposed to be re-elected as Chairman of the Board of Directors for the time period up until the end of the next Annual General Meeting. If Lars Berg s mandate as Chairman of the Board of Directors is prematurely terminated, the Board of Directors shall elect a new Chairman. The Nomination Committee proposes no change in the levels of remuneration for the Board of Directors, i.e that the Chairman of the Board of Directors shall be remunerated with SEK 1,000,000 and each of the members of the Board of Directors elected by the General Meeting with SEK 420,000. In addition thereto, 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. In aggregate the proposed remuneration of the Board of Directors amounts to SEK 3,970,000.

3 Shareholders representing approximately 23 percent of the total number of voting rights in the Company as of February 26, 2010, have declared that they support the Nomination Committee s proposal above. Resolution on Nomination Committee (item 15) The Nomination Committee for the Annual General Meeting 2010 consists of Jan Andersson (Swedbank Robur funds), Hans Ek (SEB funds ), Peter Rudman (Nordea Investment Funds), Pia Axelsson (Fourth Swedish National Pension Fund) and Lars Berg (Chairman of the Board of Directors of Eniro). Jan Andersson is the Chairman of the Nomination Committee. The Nomination Committee represents in aggregate approximately 23 percent of the total number of shares and voting rights in the Company as of February 26, In accordance with last year, 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 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 must resign from 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

4 Annual General Meeting. A member must resign 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 to the Annual General Meeting and on the Company s website. The Nomination Committee s statement regarding the proposed Board of Directors Prior to its proposal, the Nomination Committee assessed the size and composition of the Board of Directors with respect to such factors as background, expertise and experience. Thereby, the Nomination Committee deemed that the proposed Board of Directors with its mixture of management and stock exchange experience, financial competence and experience of the media industry and advertising market (in Eniro s principal markets), as well as experience of young Internet entrepreneurship and interactive business models, well satisfies the requirements placed on the Board of Directors as a result of the company s operations, development phase and other circumstances. In connection with this, the Nomination Committee also noted that 30 percent of the Board members are women. All proposed members of the Board of Directors are independent of both the company and major shareholders.

5 PRESENTATION OF THE PROPOSED BOARD MEMBERS TO BE ELECTED AT THE ANNUAL GENERAL MEETING 2010

6 Lars Berg Chairman of the Board since Member of the Board since Born in Principal education/degree: B.Sc. Econ. Gothenburg School of Economics. Significant professional commitment/employment: European Venture Partner for Constellation Growth Capital, New York. Other significant Board assignments: Ratos AB (publ), Net Insight AB (publ), and KPN OnePhone, Düsseldorf. Former positions: Member of Mannesmann's executive management with responsibility for the Telecom Division, President and CEO of Telia AB and executive positions within the Ericsson Group. Member of the board of directors of Telefonica Moviles, Madrid, PartyGaming, Gibraltar, Carnegie Investment Bank AB (publ) and Schibsted ASA, Oslo. Shareholding in Eniro : 110,000. Nominated for re-election.

7 Barbara Donoghue Member of the Board since Born in Principal education/degree: MBA and Bachelor of Commerce, McGill University. Significant professional commitment/employment: Director of Manzanita Capital Ltd. Other significant Board assignments: Panel Member of the UK Competition Commission and Trustee at Refuge. Former positions: Managing Director of Nat West Markets and Hawkpoint Partners, member of the Independent Television Commission, teaching fellow at the London Business School. Shareholding in Eniro : 4,596. Nominated for re-election.

8 Karin Forseke Born in Member of the Board since Principal education/degree: Economics, Sociology and Marketing studies at UCLA Extension, Los Angeles. Significant professional commitment/employment: -. Other significant Board assignments: Financial Services Authority (FSA) in England, Walleniusrederierna AB (Wallenius Lines) and Kungliga Operan AB (Royal Swedish Opera). Former positions: CEO of Carnegie Investment Bank AB and COO for LIFFE, London International Financial Futures Exchange. Shareholding in Eniro : 3,000. Nominated for re-election.

9 Thomas Axén Member of the Board since Born in Principal education/degree: Master s degree in Economics and Business Administration, Stockholm School of Economics. Significant professional commitment/employment: CEO Åhlensgruppen. Other significant Board assignments: Litorina, Tolerans. Former positions: President of BonnierDagstidningar (Bonnier Newspapers). Has worked for for McKinsey. Shareholding in Eniro : 0. Nominated for election.

10 Mattias Miksche Member of the Board since Born in Principal education/degree: Master s degree in Economics and Business Administration, Stockholm School of Economics. Significant professional commitment/employment: CEO of Stardoll AB. Other significant Board assignments: Stardoll AB, Avanza Bank Holding AB (publ) and Dustin Group AB. Former positions: Member of the board of directors and CEO of Lovefilm Sverige AB and E*Trade Sverige AB. Shareholding in Eniro : 4,000. Nominated for re-election.

11 Harald Strømme Member of the Board since Born in Principal education/degree: MBA, Handelshøyskolen BI / Norwegian School of Management and Bachelor of Science in Journalism, School of Journalism & Mass Communication, University of Colorado at Boulder. Significant professional commitment/employment: Managing Director and Editor-in-Chief, TV Norge AS part of the ProSiebenSat 1 group. Other significant Board assignments: Vega Forlag AS and SBS Broadcast Ltd. Former positions: Managing director and partner of TRY advertising agency. Various executive positions within TV 2 AS, Kunnskapsforlaget ANS and Verdens Gang AS (VG). Chairman of the board of directors of Apt AS. Shareholding in Eniro : 15,200. Nominated for re-election.

12 Simon Waldman Member of the Board since Born in Principal education/degree: Classics, University of Bristol. Significant professional commitment/employment: Director of Digital Strategy and Development at Guardian Media Group. Other significant Board assignments: -. Former positions: Chairman of the UK Association of Online Publishers. Various positions within the Guardian Media Group. Shareholding in Eniro : 3,500. Nominated for re-election.