Notice of Annual General Meeting in Eniro Group AB (publ)
Welcome to the Annual General Meeting of Eniro Group AB (publ), reg. no. 556588-0936, ("Eniro" or the "Company") on May 28, 2025 at 11.00 a.m. at Gårdsvägen 18 in Solna. Registration for the meeting begins at 10.30 a.m.
Participation
Shareholders wishing to attend the meeting shall:
- be entered in the share register maintained by Euroclear Sweden AB on May 20, 2025, and
- notify the Company of their intention to attend the meeting no later than May 22, 2025.
Notification can be made by post to Eniro Group AB, "Annual General Meeting", Box 4085, 169 04 Solna or by e-mail to [email protected] . The notification must state the name, personal or corporate identity number, address, telephone number, shareholding to be represented at the AGM and the number of advisors, if any.
Shareholders whose shares are registered in the name of a nominee (in a custody account with a bank or other nominee) must, in addition to giving notice of their intention to participate in the meeting as described above, request the nominee to temporarily register the shares in the shareholder's own name in the share register (so-called voting rights registration), in order for the shareholder to be entitled to participate in the meeting. Such voting rights registration must be completed no later than May 22, 2025 and should be requested from the nominee well in advance of this date in accordance with the nominee's procedures.
PROXY AND POWER OF ATTORNEY FORMS
Shareholders attending by proxy must present a written and dated power of attorney signed by the shareholder at the Annual General Meeting. Such proxy is valid for a maximum of one year from the date of issue, unless a longer period of validity, not exceeding five years from the date of issue, is specified in the proxy. If the power of attorney is issued by a legal entity, a certificate of registration or equivalent authorization document shall be attached to the power of attorney. A copy of the power of attorney and any other authorization documents should also be sent to the Company at the above postal or e-mail address in good time before the meeting. A proxy form is available on Eniro's website,www.enirogroup.com/bolagsstyrning/bolagsstaemmor/ and can also be ordered by contacting the Company.
PERSONAL DATA
Personal data relating to shareholders obtained from the share register, notification of attendance at the meeting and information on proxies and assistants will be used for registration, drawing up the voting list for the meeting and, where applicable, in the minutes of the meeting. Personal data is processed in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council). For further information on the Company's processing of personal data and your rights, please refer to the Company's website www.enirogroup.com under "Privacy Policy".
Proposal for the agenda
- Opening of the meeting
- Election of the Chairman of the General Meeting
- Establishment and approval of the voting list
- Approval of the agenda
- Election of two persons to verify the minutes of the meeting
- Examination of whether the meeting has been duly convened
- Speech by the Chief Executive Officer
- Chairman's report on the work of the Board in 2024
- Presentation of the annual report and the auditor's report, the consolidated financial statements and the auditor's report on the consolidated financial statements, and the auditor's opinion on whether the guidelines for remuneration to senior executives have been complied with
- Resolution on the adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet
- Resolution on the appropriation of the company's profit or loss according to the adopted balance sheet and the adopted consolidated balance sheet
- Resolution on discharge from liability for the members of the Board of Directors and the Managing Director for the period covered by the accounts
- Resolution on the number of members of the Board of Directors to be elected by the General Meeting and the number of auditors
- Decisions on fees for members of the Board of Directors and auditors
- Election of Board members and Chairman of the Board
- Election of auditors
- Submission and approval of remuneration report and remuneration lines
- Closure of the meeting
Proposal for a decision
Item 2 - Election of the Chairman of the General Meeting
Eniro's Nomination Committee for the 2025 Annual General Meeting consists of Umut Akpinar, Chairman of the Nomination Committee, (appointed by Azerion Sverige AB) Cecilia Hjertzell (appointed by SpectrumOne AB), Mats Gabrielsson (appointed by B.O. Intressenter AB), Morten Johansen (appointed by VIO Ljusfabriken AB and own holding) and Fredric Forsman (Chairman of the Board of Eniro).
The Nomination Committee proposes that the Chairman of the Board, Fredric Forsman, or, if he is unable to attend, the person designated by the Nomination Committee, be elected Chairman of the Meeting.
Item 11 - Resolution regarding allocation of the Company's result according to the adopted balance sheet and the adopted consolidated balance sheet
The Board of Directors proposes that the Annual General Meeting allocates the Company's profit in accordance with the Board's proposal in the annual report. The Board of Directors proposes that no dividend shall be paid for the financial year 2024.
Item 13 - Resolution on the number of members of the Board of Directors to be elected by the General Meeting and the number of auditors
The Nomination Committee's proposals will be available within the prescribed time on Eniro's website, www.enirogroup.com.
Item 14 - Resolution on fees to Board members and auditors
The Nomination Committee's proposal will be available within the prescribed time on Eniro's website, www.enirogroup.com.
Item 15 - Election of Board members and Chairman of the Board
Information about the Board members proposed by the Nomination Committee will be available within the prescribed time on Eniro's website, www.enirogroup.com.
Item 16 - Election of auditors
Information about the auditor proposed by the Nomination Committee will be available within the prescribed time on Eniro's website, www.enirogroup.com.
Item 17 - Submission and approval of remuneration report and remuneration guidelines
The Board of Directors proposes minor amendments to the guidelines for remuneration of senior executives adopted by the Annual General Meeting on May 11, 2023
The Board of Directors has prepared a report on paid and outstanding remuneration covered by the guidelines for remuneration to senior executives (remuneration report) and proposes that the Annual General Meeting approves the same. The Remuneration Report is included in the documents provided to the AGM as set out below.
Shares and votes
The total number of shares in the Company as of the date of this notice is 746,182,472 ordinary shares carrying one vote each. At the same time, the Company owns 18,175,356 own shares, which cannot be represented at the meeting
Information at the meeting
The board of directors and the managing director shall, if any shareholder so requests and the board of directors considers that it can be done without material harm to the Company, provide information on circumstances that may affect the assessment of an item on the agenda, circumstances that may affect the assessment of the Company's or its subsidiaries' financial situation and the Company's relationship with another group company.
Documents
The proposals of the Board of Directors and the Nomination Committee and other documents that must be available in accordance with the Swedish Companies Act and the Swedish Code of Corporate Governance will be made available at the Company, at Gårdsvägen 6 in Solna, and on the Company's website, www.enirogroup.com, no later than three weeks prior to the meeting and will be sent to shareholders who specifically request it and state their postal address.
______________________
Solna, April 2025
Eniro Group AB (publ)
The Board of Directors