English
Published: 2016-03-29 08:07:35 CEST
Eniro Group AB
Company Announcement
Eniro’s nomination committee proposes new Board of Directors and incentive programmes consisting of warrants for the Board and management
  · The nomination committee proposes that the annual general meeting on
27
April elects a new Board of Directors for the company and resolves to
introduce
two incentive programmes consisting of warrants for the Board and
senior
executives, respectively.

  · Eniro’s nomination committee proposes the
election of Björn Björnsson as new
chair of the Board of Directors and Joachim
Berner, Örjan Frid and Ola Salmén as
new members of the Board of Directors of
Eniro AB. Lars-Johan Jarnheimer, chair,
and the directors Anna Settman, Stina
Honkamaa Bergfors, Leif AA. Fredstedt and
Cecilia Lager, have all declined
re-election.

  · The nomination committee further proposes two incentive
programmes
consisting of warrants for the Board and senior executives,
respectively, which
represent a dilution effect of approximately 3 percent.
NEW
BOARD OF DIRECTORS

“The Board of Eniro has had an extraordinary workload for a
number of years,
which has put heavy demands on the directors and the
nomination committee has
been made aware of the need to find an entirely new
Board. We propose that the
Board consists of four members with great competence
and relevant experience. We
have strived for a composition that can match the
needs of the company for the
moment and we are happy to be able to propose a
new Board with such extensive
financial competence as well as vast experience
from transformational work and
relevant businesses such as IT and media”,
comments Pehr-Olof Malmström, chair
of the nomination committee of
Eniro.

Björn Björnsson, Civ. economist, Chair

Björn Björnsson is one of
Sweden’s most experienced Board members. He has a
background as financial
analyst, investment manager and advisor. He has had
several Board assignments
in Swedish companies, amongst other things, served as
chair in Bure Equity up
until 2012 and before then he has been a member of the
Board of Directors of E
Öhman Jr, Skandia, Billerud and JM and others.

Björn Björnsson is currently a
member of the Board of Directors of, amongst
others, H Lundén AB, Solidium AB
and is currently chair of the Board of
Directors of Swiss Cape Capital.

Ola
Salmén, Civ. economist, Director

Ola Salmén has a strong financial competence
and experience from positions as,
amongst others, CFO in Swedish industrial and
service companies such as Sandvik
and Vin & Sprit. During his long career he
has also held positions at
Handelsbanken, Stora Financial Services, Swedish
Match Finance International and
worked as auditor.

Ola Salmén is currently a
member of the Board of Directors of the education
company Lernia AB and the
infrastructure company Svevia AB.

Joachim Berner, Civ.
economist, Director

Joachim Berner has a background from businesses where
media is combined with
investment business. Since several years he is the CEO
of Christian Berner
Invest AB, but has also served as editor in chief at both
Dagens Nyheter as well
as Expressen. Also, Joachim as held the position as
managing editor at
Göteborgsposten and Privata Affärer. In addition, Joachim
has also held the
position as CEO at one of Sweden’s leading advertising firms,
Lowe Brindfors.

Joachim Berner is currently chair of the Board of Directors
in, among others,
Lokaltidningen Mitt i Stockholm AB and Handelshögskolan i
Göteborg and member of
the Board of Directors of, amongst others, Yrkesakademin
AB and NHST Media Group
i Oslo.

Örjan Frid, Civ. economist, Civ.
engineer, Director

Örjan Frid has more than 25 years of turn-around work in a
great number of
Swedish companies in various businesses. He has served as
interim CEO, COO and
project manager in organisations subject to great
transformations and
restructuring. He has, amongst other things, served as CEO
of Patria Helicopters
AB, Eneas Energy AB and Trade Doubler AB. Also, he has
held leading positions
within transformation work at, amongst others, Camfill,
Teligent and Cybercom.

INCENTIVE PROGRAMMES

The nomination committee further
proposes the annual general meeting to resolve
on the establishment of two
incentive programmes based on warrants, one in
relation to the members of the
Board of Directors and another in relation to
certain senior executives.

The
company is over the next one to three years predicted to carry out an
extensive
transformation program, during which the Board of Directors and the
senior
executives are expected to have a close and extensive cooperation
regarding the
development and implementation of a series of measures for
structural change
for the company. It is of importance that both the members of
the Board of
Directors as well as key employees have a consistent and clear
motivational
ownership in the company throughout this process, aligning their
interest with
that of the shareholders. An important element in the design of
the programmes
is that the participants take a certain personal risk. The
acquisition cost of
the warrants has been balanced against the warrants'
exercise price and
maturity pursuant to generally accepted market valuation
principles.
Furthermore, the nomination committee considers that the programmes
will
contribute to the possibilities to recruit and retain skilled and
experienced
members of the Board of Directors as well as key employees.

The warrant
programmes imply that the company issues 19,850,000 warrants, of
which the
proposed four new members of the Board of Directors are offered to
acquire up
to 2,975,000 warrants each, the CEO up to 1,700,000 warrants and four
other
senior executes in the group management up 1,300,000 warrants each. If any
of
the members of the Board of Directors or senior executives does not wish
to
acquire his or her share, the company will retain the warrants in order to
be
able offer them to new members of the Board of Directors (upon resolution of
the
general meeting) or other senior executives in the future.

The warrants
will be acquired at fair market value, which will be established by
a valuation
of the warrants in accordance with the Black & Scholes model or any
other
generally accepted valuation model.

Exercise of warrants for the subscription
of shares, shall take place during the
period from and including 1 May 2019 up
to and including 31 May 2019. The
subscription price for the shares which are
subscribed for by virtue of the
warrants, shall be determined as 150 percent of
the average price for Eniro’s
ordinary share during the five trading days
preceding the annual general meeting
2016 and be paid in cash.

Upon full
exercise of the warrants no more than 19,850,000 new ordinary shares
will be
issued, which represent a dilution effect of approximately 3 percent,
based on
the number of shares (after full dilution resulting from full
conversion of
outstanding convertibles) at the date of the notice.

Since the acquisition of
the warrants will be carried out at market terms, the
warrants are deemed not
to cause any wage costs or any social security
contributions for the
company.

The nomination committee has prepared the warrant programmes, during
the
nomination process for the members of the Board of Directors, and
in
consultation with the company’s departing members of the Board of Directors
as
well as major shareholders. Since the nomination committee proposes a Board
of
Directors which consists solely of new members, the proposal for an
incentive
programme for the senior executives (including the CEO) has also been
prepared
by the nomination committee.

NOMINATION COMMITTEE

The nomination
committee of Eniro consists of Pehr-Olof Malmström (Danske
Capital), Staffan
Persson (Zimbrine Holding BV), Sebastian Jahreskog (own shares
and via
company), Jesper Bonnivier (Länsförsäkringar Fondförvaltning AB),
and
Lars-Johan Jarnheimer, chair of the Board of Directors of Eniro.

ANNUAL
GENERAL MEETING

The annual general meeting 2016 of Eniro takes place
Wednesday, 27 April 2016 at
the company’s headquarters, Gustav III:s Boulevard
40, Solna. For further
information, see the notice for the AGM, which can be
found at Eniro’s website
www.enirogroup.com.
For further information please
contact

Pehr-Olof Malmström, Chairman of the nomination committee of Eniro,
telephone
+46 752481954.
Eniro AB (publ) is required to make this information
public in accordance with
the Swedish Securities Market Act and/or the
Financial Instruments Trading Act.
The information was released for publication
on March 29 2016 at 08.00AM (CET).

Eniro is a leading search company for
individuals and businesses in the Nordic
region. With quality-assured content
and an unrivalled user experience Eniro
inspires local discoveries and makes
local communities thrive. Eniro's content
is available through internet  and
mobile services, printed directories,
directory assistance and SMS services.
Each week Eniro Group’s digital services
have 8.1 million unique visitors who
perform 14.5 million searches. Eniro Group
has about 2,000 employees and
operations in Sweden, Norway, Denmark, Finland and
Poland. The company is
listed on Nasdaq OMX Stockholm [ENRO] and headquartered
in Stockholm. In 2015,
revenues amounted to SEK 2,438 m, with a profit before
depreciation (EBITDA) of
SEK 383m. More on Eniro at enirogroup.com.

 


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