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Eniro Group

Quarterly Report Aug 15, 2017

3156_ir_2017-08-15_5491c55c-b423-4906-b66c-ae3793639c16.pdf

Quarterly Report

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  • Total operating revenue amounted to SEK 856 M (1,000), a decrease of 14%.
  • EBITDA decreased by 63% to SEK 94 M (252). The EBITDA margin was 11.0% (25.2%).
  • Net income for the period was SEK -104 M (-854).
  • Earnings per ordinary share for the period were SEK -0.22 (-1.84) before and after dilution.

  • Total operating revenue amounted to SEK 426 M (496), a decrease of 14%.

  • EBITDA decreased by 66% to SEK 39 M (116). The EBITDA margin was 9.2% (23.4%).
  • Net income for the period was SEK -42 M (-852).
  • Earnings per ordinary share for the period were SEK -0.08 (-1.80) before and after dilution.
  • The 2017 Annual General Meeting resolved in favor of the recapitalization plan, in accordance with the Board's recommendation.
  • The 2017 Annual General Meeting resolved that no dividend shall be paid, neither for the ordinary nor preference shares.
  • The prospectus, "Offer to holders of preference shares and convertibles in Eniro AB (publ)," was published on June 9.

On July 27 Eniro announced the acceptance level and extended the acceptance period for the exchange offers until August 25, 2017. As per July 27 the exchange offers had been accepted by preference shareholders with a total holding corresponding to approximately 73% of all outstanding preference shares and by holders of convertible loans with a total holding corresponding to approximately 57% of the outstanding nominal value of the convertible loans in Eniro. A group of larger holders of convertible loans, corresponding to approximately 23% of the total outstanding convertibles, are waiting with acceptance of the exchange offers and have started discussions about complementing the recapitalization by underwriting the issue of SEK 275 M. The group of convertible holders intends to make available SEK 100 M provided that Eniro's lending banks agree to further adjustments of the interest rate and rate of repayment of Eniro's bank loans. In order to complete these discussions, Eniro has decided to extend the acceptance period for the exchange offers until August 25, 2017.

Apr-Jun Apr-Jun Jan-Jun Jan-Jun Jul-Jun Jan-Dec
SEK M 2017 2016 2017 2016 2016/17 2016
Operating revenue 426 496 856 1,000 1,823 1,967
EBITDA 39 116 94 252 270 428
Adjusted EBITDA 66 118 128 237 331 440
Operating income -16 -810 -61 -729 4 -664
Net income for the period
Cash flow from operating
-42 -852 -104 -854 -112 -862
activities -6 59 4 124 97 217
Interest-bearing net debt
excluding convertible bond and
pension obligations -1,248 -1,210 -1,248 -1,210 -1,248 -1,217

Eniro is a leading search company for individuals and businesses in the Nordic region. With quality-assured content and an unrivaled 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 1,700 employees and operations in Sweden, Norway, Denmark, Finland and Poland. The company is listed on Nasdaq Stockholm [ENRO] and headquartered in Stockholm. More on Eniro at enirogroup.com.

We are currently in the midst of a very exciting time. At the same time that we are working with a quite complicated recapitalization of Eniro, we are making a major change to our core business. From having sold mainly exposure on www.eniro.se and advertising on our own sites, we are moving toward an entirely new business in which we bring in complementary products that give our customers entirely new opportunities to run their businesses online with our help.

Our new offering is a subscription-based service that represents an entirely new approach between Eniro and our customers. An offering that has been well received by the market. Our new position as a "marketing partner" for this segment, with the customer promise to make it easy for small businesses to be successful in their digital marketing, is teeming with new opportunities and something that is entirely new. It both a challenge and an opportunity for our sales organization to offer Eniro´s customers something new. With our new, refined offering we are creating considerably greater customer value which will enable Eniro to grow again.

In May our entire Swedish telesales organization began working with our new and expanded offering, which in short entails that Eniro will help small and medium-sized enterprises with their digital marketing. We are meeting

an important need in this area, which is clearly shown by the pilot tests we have conducted. The launch of this offering is an exciting milestone in the intensive development work that has been in progress since last summer and that will create the conditions for our sales to begin growing again.

Operating revenue amounted to SEK 426 M (496) during the second quarter, which is a decrease of 14% compared with the same period a year ago.

EBITDA for the second quarter was SEK 39 M (116), corresponding to an EBITDA margin of 9.2% (23.4%). Adjusted EBITDA was SEK 66 M (118).

Eniro's Annual General Meeting approved the recapitalization plan, which serves as the foundation for the Company to achieve a balanced and sound capital structure. A first step in this plan involves the conversion of preference shares and convertibles to ordinary shares. In July the offer was extended in order to achieve the goals of 95% for the acceptance level. At the same time, a group of convertible holders have become engaged and are willing to underwrite part of the cash issue that is directed at the former ordinary shareholders in step two of the recapitalization. A condition for this undertaking to take place is better terms from the banks for Eniro with respect to interest rates and repayment of existing bank loans after the recapitalization. The new date for completion of the conversion offer is August 25.

The timetable for the recapitalization has been revised, and the completion date will be later than what the Board previously anticipated. The Board is still of the opinion that we will be successful with the ongoing recapitalization, thereby giving Eniro entirely new conditions to operate and concentrate its work on developing its business activities.

During the autumn we will continue working with Eniro's transformation, which is a natural consequence of the changed business logic. We look forward to the launches in Denmark and Norway. We continue to trim costs, and our sales focus will be on reversing the historic trend of a contracting customer base, which has been one of our greatest challenges. The combination of a new, compelling offer and growth of our customer base is a goal that we are working intensively within the Company.

Kista, August 15, 2017

Örjan Frid, President and CEO

Operating revenue amounted to SEK 856 M (1,000), a decrease of 14%. Currency effects on revenue were SEK 6 M.

Geographically, operating revenue is broken down into Sweden SEK 314 M (428), Norway SEK 234 M (253), Denmark SEK 131 M (136), Finland SEK 73 M (78), and Poland SEK 104 M (105).

Digital search includes the Desktop/Mobile search and Complementary digital marketing products revenue categories. Eniro's Desktop/Mobile search services are among the most visited sites in their respective markets and include eniro.se, gulesider.no, krak.dk, dgs.dk and panoramafirm.pl along with the Company's mobile apps, including Eniro's local search app, Eniro Navigation and Eniro På Sjön. Added to these are Eniro's business information sites: proff.se, proff.no and proff.dk. Eniro's advertisers pay for rankings and exposure on hit lists. In Complementary digital marketing products Eniro offers for example advertising solutions via third-party suppliers such as Google and Bing, and display advertising via external networks.

Operating revenue from Digital search amounted to SEK 657 M (762), a decrease of 14%. Of operating revenue, SEK 573 M (695) came from Desktop/Mobile search and SEK 84 M (67) from Complementary digital marketing products.

Eniro has a new strategy and business model entailing a shift away from offering exposure primarily via its own channels to working with customers' presence in all digital channels. The goal is to be a marketing partner to small and medium-sized enterprises.

By complementing Eniro's traditional advertising services in Desktop/Mobile search with Närvarokollen ("Location check") and partner products such as Google AdWords and Bing Ads in Complementary digital marketing products, Eniro can help its customers optimize their marketing investments and achieve the best possible results. During the second quarter Eniro partnered with the company Mono Solutions to meet demand for easily accessible yet sophisticated business websites. With Mono Solutions' website platform, customers are offered an easy-to-handle, flexible solution that is automatically adapted for mobile use and is search engine friendly.

During the fourth quarter of 2016 a trial period was begun in which a few sales teams worked according to the new direction with a broadened product offering and subscription-based contracts. At the end of the first half of 2017 all sales teams in Sweden had changed over to working with this new focus. In Norway and Denmark, the number of sales teams working with this new focus is increasing steadily. The goal is that all sales representatives will change over to selling according to the new direction in 2017.

To help sales staff manage the broader product portfolio that the new offering entails, Eniro has worked intensively with competence development. Eniro has

continued training its sales representatives in so-called insight-based sales, which aim to give the sales representatives a better understanding of customers' needs and their value drivers. This will create a level of confidence and a foundation on which Eniro's sales representatives can present relevant proposals to customers. To increase knowledge about the products included in the broader product portfolio, Eniro has continued with product training and certification in specific products for the sales representatives.

Eniro offers advertising in local printed directories in Sweden, Norway and Denmark under the well known local brands Din Del in Sweden, Ditt Distrikt in Norway, and Mostrup and Den Røde Lokalbog in Denmark.

Operating revenue from Print amounted to SEK 43 M (49), a decrease of 12%.

For profitability reasons, Eniro has decided to discontinue publication of printed directories during the first half of 2017. The last directories were published before summer, after which the Print business was discontinued, with the exception of a directory that will be published in Denmark in December.

In Voice Eniro offers directory information via phone calls and text messaging (SMS), and certain contact center activities. In Sweden Eniro is the market leader with its 118 118 directory information service. In addition to this, incoming phone calls are handled for other companies on a contract basis. In Finland, apart from the 0100100 directory information service, Eniro has a contact center operation that provides switchboard services and customer service on a contract basis. In Norway Eniro is the majority owner of Nummeropplysningen 1880 AS (the 1880 and 1888 directory information services).

Operating revenue from Voice amounted to SEK 156 M (189), a decrease of 17%.

Market volumes for directory information services continue to decline in pace with increased digitalization. The contact center operation that Voice conducts on a contract basis for customers in Finland is growing and partly compensating for the decline in directory information services, which is also the case in Sweden to some extent.

EBITDA for the Group was SEK 94 M (252), corresponding to an EBITDA margin of 11.0% (25.2%). EBITDA is broken down as follows: SEK 113 M (212) pertained to Local search, SEK 20 M (59) pertained to Voice, and SEK -39 M (-19) pertained to other Group functions.

The Group's operating expenses, that is expenses excluding amortization and impairment losses, totaled SEK -762 M (-752), where expenses for the period include SEK -34 M (15) in items affecting comparability. Of these, SEK -5 M (-4) pertained to restructuring costs, SEK -17 M (0) pertained to advisory costs mainly

concerning Eniro's recapitalization, and SEK -12 M (0) pertained to legal costs resulting from Eniro's loss of a legal dispute against Fonecta Oy in Finland, whereby Eniro was ordered to pay Fonecta's costs relating to the dispute as well as the costs for the arbitral tribunal. The figure for the preceding year also included nonrecurring items totaling SEK 19 M, net, which pertained mainly to a changed actuarial computation of the pension liability.

After adjusting for nonrecurring items, adjusted EBITDA for the Group amounted to SEK 128 M (237), a decrease of 46%. The adjusted EBITDA margin was 15.0% (23.7%).

After amortization and impairment losses totaling SEK -155 M (-981), consolidated operating income amounted to SEK -61 M (-729).

The Group's total amortization amounted to SEK -146 M (-108) during the first half of the year. During the first half of the year, amortization of the Gule Sider trademark totaled SEK -29 M (-27) and the amortization of the Krak trademark totaled SEK -6 M (-6).

Against the background of the decision to discontinue publication of printed directories during the first half of 2017, the useful life of the Ditt Distrikt trademark has been changed. The trademark has been amortized by SEK -53 M (-14), after which the trademark has been fully amortized. The remaining amortization of SEK -58 M (-61) consists mainly of amortization of capitalized costs for product development.

As per June 30 the impairment test of the value of the Group's intangible assets that was performed as per

December 31, 2016, has been updated. Against the background of the expected decline in profitability of the Voice business, the impairment test has been updated to take the shift in cash flows into account. This resulted in the recognition of SEK -9 M in impairment in Voice, compared with SEK -873 M in impairment losses in the preceding year, where SEK -22 M was attributable to Voice and SEK -851 M to Local search. Further impairment of goodwill pertaining to Voice is likely as higher cash flows in real time are replaced by lower future cash flows. Eniro's outcome is in line with the forecast that served as the basis for the impairment test, which is why no further need to recognize impairment of goodwill is deemed to exist. Of the impairment in Voice, SEK 0 M (-9) pertains to Sweden, SEK -9 M (-11) pertains to Norway, and SEK 0 M (-2) pertains to Finland. Of the preceding year's impairment losses in Local search, SEK -622 M pertained to Norway and SEK -229 M pertained to Denmark.

Net financial items amounted to SEK -74 M (-117). Exchange rate differences affected net financial items by SEK -5 M (-46).

Income before tax amounted to SEK -135 M (-846). Reported tax totaled SEK 31 M (-8).

Net income for the period was SEK -104 M (-854). Earnings per ordinary share were SEK -0.22 (-1.84) before and after dilution.

Operating revenue for the second quarter amounted to SEK 426 M (496), a decrease of 14%. Currency effects on revenue were SEK 4 M.

Geographically, operating revenue is broken down into Sweden SEK 151 M (209), Norway SEK 113 M (126), Denmark SEK 72 M (68), Finland SEK 38 M (41), and Poland SEK 52 M (52).

Operating revenue from Digital search amounted to SEK 317 M (373), a decrease of 15%. Of operating revenue, SEK 273 M (339) came from Desktop/Mobile search and SEK 44 M (34) from Complementary digital marketing products.

Eniro has a new strategy and business model entailing a shift away from offering exposure primarily via its own channels to working with customers' presence in all digital channels. The goal is to be a marketing partner to small and medium-sized enterprises

Eniro continues to complement its traditional advertising services in Desktop/Mobile search. During the second quarter Eniro partnered with the company Mono Solutions to meet demand for easily accessible yet sophisticated business websites. With Mono Solutions' website platform, customers are offered an easy-tohandle, flexible solution that is automatically adapted for mobile use and is search engine friendly.

During the second quarter, the transition to the new direction continued with a broadened product offering and subscription-based contracts. Additional sales teams were added in Sweden, Denmark and Norway.

To support the transition to the new product offering, training activities continued according to plan, such as in insight-based sales as well as product training and certification of sales representatives in specific products.

Operating revenue from Print amounted to SEK 29 M (25), an increase of 16%.

For profitability reasons, Eniro has decided to discontinue publication of printed directories during the first half of 2017. The last directories were published before summer, after which the Print business was discontinued, with the exception of a directory that will be published in Denmark in December.

Operating revenue from Voice amounted to SEK 80 M (98), a decrease of 18%.

Market volumes for directory information services continue to decline in pace with increased digitalization.

EBITDA for the Group was SEK 39 M (116), corresponding to an EBITDA margin of 9.2% (23.4%). EBITDA is broken down as follows: SEK 57 M (98) pertained to Local search, SEK 5 M (31) pertained to

Voice, and SEK -23 M (-13) pertained to other Group functions

The Group's operating expenses, that is expenses excluding amortization and impairment losses, totaled SEK -385 M (-381), where expenses for the period include SEK -27 M (-2) in items affecting comparability. Of these, SEK -4 M (-2) pertained to restructuring costs, SEK -11 M (0) pertained to advisory costs mainly concerning Eniro's recapitalization, and SEK -12 M (0) pertained to legal costs resulting from Eniro's loss of a legal dispute against Fonecta Oy in Finland, whereby Eniro was ordered to pay Fonecta's costs relating to the dispute as well as the costs for the arbitral tribunal.

After adjusting for nonrecurring items, adjusted EBITDA for the Group amounted to SEK 66 M (118), a decrease of 44%. The adjusted EBITDA margin was 15.5% (23.8%).

After amortization and impairment losses totaling SEK -55 M (-926), consolidated operating income amounted to SEK -16 M (-810).

The Group's total amortization amounted to SEK -46 M (-53) during the second quarter. During the second quarter, amortization of the Gule Sider trademark totaled SEK -14 M (-13), and amortization of the Krak trademark totaled SEK -3 M (-3).

Against the background of the decision to discontinue publication of printed directories during the first half of 2017, the useful life of the Ditt Distrikt trademark has been changed. The trademark that was fully amortized by end of first quarter was amortized by SEK -7 M during the second quarter last year. The remaining amortization of SEK -29 M (-30) consists mainly of amortization of capitalized costs for product development.

As per June 30 the impairment test of the value of the Group's intangible assets that was performed as per December 31, 2016, has been updated. Against the background of the expected decline in profitability of the Voice business, the impairment test has been updated to take the shift in cash flows into account. This resulted in the recognition of impairment in Voice of SEK -9 M, compared with the impairment losses of SEK -873 M in the preceding year, where SEK -22 M was attributable to Voice and SEK -851 M to Local search. Further impairment of goodwill pertaining to Voice is likely, as higher cash flows in real time are replaced by lower future cash flows. Eniro's outcome is in line with the forecast that served as the basis for the impairment test, which is why no further need to recognize impairment of goodwill is deemed to exist. Of the impairment in Voice, SEK 0 M (-9) pertains to Sweden, SEK -9 M (-11) pertains to Norway, and SEK 0 M (-2) pertains to Finland. Of the preceding year's impairment losses in Local search, SEK -622 M pertained to Norway and SEK -229 M pertained to Denmark.

Net financial items amounted to SEK -38 M (-33). Exchange rate differences affected net financial items by SEK -3 M (3).

Income before tax amounted to SEK -54 M (-843). Reported tax totaled SEK 12 M (-9).

Net income for the period was SEK -42 M (-852). Earnings per ordinary share were SEK -0.08 (-1.80) before and after dilution.

Apr-Jun Apr-Jun Jan-Jun Jan-Jun Jul-Jun Jan-Dec
SEK M 2017 2016 % 2017 2016 % 2016/17 2016
Desktop/Mobile search 273 339 -19 573 695 -18 1,193 1,315
Complementary digital marketing products 44 34 29 84 67 25 161 144
Digital search 317 373 -15 657 762 -14 1,354 1,459
Print 29 25 16 43 49 -12 132 138
Local search 346 398 -13 700 811 -14 1,486 1,597
Voice 80 98 -18 156 189 -17 337 370
Total revenue 426 496 -14 856 1,000 -14 1,823 1,967
Apr-Jun Apr-Jun Jan-Jun Jan-Jun Jul-Jun Jan-Dec
SEK M 2017 2016 % 2017 2016 % 2016/17 2016
Operating income -16 -810 98 -61 -729 92 4 -664
Depreciation/amortization 46 53 146 108 257 219
Impairment losses 9 873 9 873 9 873
Total EBITDA 39 116 -66 94 252 -63 270 428
Whereof Local search 57 98 -42 113 212 -47 271 370
Whereof Voice 5 31 -84 20 59 -66 78 117
Whereof Other -23 -13 -77 -39 -19 -105 -79 -59
EBITDA margin % 9.2 23.4 11.0 25.2 14.8 21.8
Items affecting comparability
Restructuring costs 4 2 5 4 13 12
Other items affecting comparability 23 - 29 -19 48 0
Total adjusted EBITDA 66 118 -44 128 237 -46 331 440
Adjusted EBITDA margin % 15.5 23.8 15.0 23.7 18.2 22.4
Jun. 30 Jun. 30 Dec. 31
SEK M 2017 2016 2016
Borrow
ing
-1,476 -1,409 -1,442
Finance lease -11 - -12
Other current interest-bearing receivables 0 1 0
Other non-current interest-bearing receivables 1) 200 153 189
Cash and cash equivalents 39 45 48
Interest-bearing net debt excluding convertible bond
and pension obligations -1,248 -1,210 -1,217
1) included in financial assets

Total assets in the Group amounted to SEK 3,354 M (3,503), a decrease of 4%.

Intangible assets amounted to SEK 2,609 M (2,775), of which SEK 2,002 M (1,995) pertained to goodwill.

The Group's interest-bearing net debt excluding the convertible bond and pension obligations amounted to SEK 1,248 M (1,210) as per June 30.

The Group's indebtedness, expressed as interestbearing net debt excluding the convertible bond and pension obligations in relation to EBITDA, was 4.6 (2.5) as per June 30.

As per June 30 the Group's outstanding net debt under existing credit facilities was NOK 199 M (199), DKK 46 M (40) and SEK 1,242 M (1,204). At the end of the period, Eniro had an unutilized credit facility of SEK 68 M (115). Cash and cash equivalents and unutilized credit facilities amounted to SEK 107 M (160).

The convertible bond is reported at cost and amounted to SEK 222 M (267) as per June 30. The nominal debt at the same point in time was SEK 261 M (336), entailing that 239 (164) of the total 500 convertibles have been converted to ordinary shares.

The Group's pension obligations amounted to SEK 456 M (532) at June 30. In 2016 Eniro changed over to paying periodic premiums for defined benefit pension plans in Sweden, entailing no new additional vesting.

Eniro has credit insurance with PRI Pensionsgaranti (PRI) which remains in force through 2017. Eniro has pledged bank funds for future obligations (a so-called enhanced pension guarantee). During the first half of the year Eniro pledged SEK 11 M (20), and no further pledges are expected to be made in 2017. As per June 30, 2017, total pledged funds amounted to SEK 200 M (153), including returns.

Prepaid revenue amounted to SEK 410 M (468) at the end of the quarter. Prepaid revenue arises mainly in the Desktop/Mobile search segments, where certain customers pay one year in advance, and also in Print in Sweden, where customers pay in advance, but the revenue is not recognized until the directories have been printed and distributed. The 12% decrease compared with June 30, 2016, is mainly attributable to lower sales, but also to the decision to discontinue the print business.

In view of the ongoing discussions with Eniro's lenders, long-term bank borrowing was reclassified as short-term bank borrowing at the end of 2016. The reclassification continues to apply pending the outcome of the proposed recapitalization.

Cash flow from operating activities was SEK 4 M (124). Lower EBITDA of SEK 94 M (252) and a negative change in working capital of SEK -14 M (3) were countered by lower tax payments of SEK -13 M (-14), lower financial items of SEK -49 M (-51), and lower other non-cash items of SEK -14 M (-66), which mainly pertain to changes in provisions.

Eniro's tax payments are made mainly during the first half of the year. Eniro has loss-carryforwards in Sweden, Denmark, Finland and Poland, which is why tax payments have been low.

Cash flow from investing activities amounted to SEK -20 M (-51), where net investments in operations amounted to SEK -20 M (-52). During the preceding year an earn-out payment of SEK 1 M was received from a divested operation.

Cash flow from financing activities amounted to SEK 8 M (-121). Long-term investments have increased by an additional SEK -11 M (-20) and pertain to pledged funds for continued credit insurance with PRI Pensionsgaranti.

Cash flow for the period amounted to SEK -8 M (-48).

No acquisitions or divestments were carried out during the period.

Operating revenue amounted to SEK 11 M (10), which pertains to intra-Group services. Income for the period was SEK -30 M (-1,873). At June 30 the Parent Company's equity amounted to SEK 535 M (595), of which unrestricted equity amounted to SEK 4 M (102).

Eniro's new strategy and business model entails that Eniro will be moving away from offering exposure primarily via its own channels to working with customers' presence in all digital channels. The goal is to be a digital marketing partner to small and medium-sized enterprises (SMEs), many of which lack both the time and knowledge about how to market themselves in the digital world. Eniro can help customers optimize their marketing investment in order to generate the best possible results.

Eniro's new business model is subscription-based. The ambition is that Eniro will have more continuous contact with customers and thereby be able to build better and closer customer relationships.

As per June 30 the total number of shares was 531,087,050, of which 530,187,050 are ordinary shares and 1,000,000 are preference shares. The total number of votes as per June 30 was 530,187,050, of which ordinary shares correspond to 530,087,050 votes and preference shares to 100,000 votes.

Upon full dilution resulting from conversion to shares, the number of shares will amount to a maximum of 684,783,205.

Eniro held 1,703,266 treasury shares on June 30, 2017. The average holding of treasury shares during the period was 1,703,266.

Eniro prioritizes reducing the company's net debt over payment of dividends. The 2017 Annual General Meeting resolved that no dividend shall be paid, neither for the ordinary nor preference shares.

Jun. 30 Jun. 30
2017 2016
Sw
eden
302 374
Norw
ay
218 249
Denmark 133 170
Poland 576 632
Local search including Other 1,229 1,425
Sw
eden
98 111
Norw
ay
26 28
Finland 168 159
Voice 292 298
Total Group 1,521 1,723

Eniro conducts risk analysis in an annual Enterprise Risk Management process, covering all parts of the business operations. A detailed description of factors that could affect Eniro's business, financial position and results is provided in the 2016 Annual Report, pages 27-29.

One highly current risk is the risk associated with Eniro's loan agreement, and its liquidity and financing risk. In December 2016 Eniro reached an agreement with its lenders, entailing a deferment of loan amortization and a departure from key ratio covenants on the bank loans. During the term of the standstill agreement, Eniro negotiated with its lenders to adapt the terms of the Company's loans and its capital structure in general. In April Eniro announced a recapitalization plan that had been drawn up in close cooperation with the Company's lenders. If the recapitalization is carried out it will result in a changed capital structure, a new loan agreement, the write-off of bank loans and set-off of bank loans against ordinary shares. The 2017 Annual General Meeting resolved, among other things, in favor of carrying out the offer to holders of preference shares and convertibles in Eniro (2015/2020), a new issue of ordinary shares to be subscribed by Eniro's lending banks, and authorizing the Board of Directors to decide on new issues of shares in Eniro with subsequent repayment of bank loans. If the required acceptance level (95%) by holders of preference shares and convertibles is not achieved, no new loan agreement will come into effect, and the standstill agreement will end at the same time. As a consequence of this, Eniro will not be able to honor its loan obligations. The Board will then file for a company reorganization. In order to enable the completion of the recapitalization, Eniro extended the acceptance period for the exchange offers first until July 26, and thereafter to August 25, 2017.

Other risks and uncertainties in the annual risk analysis that are judged to potentially affect the Group's performance in 2017 are related to high personnel turnover and recruitment difficulties, a negative media image affecting customers, higher competition from global actors in local search, a lack of digital expertise among the sales representatives, difficulties in conveying customer benefit, and delays in the ongoing implementation of joint CRM- and finance systems.

On April 3 Eniro announced a recapitalization plan that had been drawn up in close cooperation with the Company's lending banks.

The recapitalization entails a changed capital structure, a new loan agreement, amortization of bank loans and setoff of bank loans against ordinary shares ("the recapitalization").

The proposed recapitalization has been guided by the aim to create a balanced proposal for the respective equity holders while at the same time providing the Company with a long-term sustainable capital structure with a level of debt that is aligned with the Company's new business plan and future earnings capacity.

On June 7 the Annual General Meeting of Eniro AB (publ) resolved, among other things, to carry out the recapitalization plan in accordance with the Board's recommendation.

The prospectus "Offer to holders of preference shares and convertibles in Eniro AB (publ)," which details the exchange offers and the inclusion for trading of the new Class A ordinary shares on Nasdaq Stockholm, was approved and registered by the Swedish Financial Supervisory Authority on June 8, 2017.

Holders of preference shares are offered to exchange these for ordinary shares, whereby each preference share is assigned a value of SEK 400, which corresponds to 100% of the subscription price when the preference shares were issued, and 83% of the value of the preference shares entitled to over ordinary shares in the event of liquidation. Holders of convertibles are offered to set off these holdings against newly issued ordinary shares, whereby each convertible is assigned a value corresponding to 90% of the nominal amount. The settlement price of SEK 0.31 (31 öre) for the Company's ordinary shares corresponds to the volume-weighted average market price for Eniro's ordinary shares during the period March 20 through March 31, 2017, according to Nasdaq Stockholm AB's official price list.

The exchange offers are conditional upon acceptance by preference shareholders who together own at least 95% of all preference shares as well as by convertible bondholders who together hold at least 95% of the outstanding debt amount.

After the exchange offers have been completed, a new issue of approximately SEK 275 M in ordinary shares will be carried out with preferential rights for the Company's existing ordinary shareholders. The subscription price for the new issue shall be set at a 30% discount based on a

theoretical price after the completed new issue, based on the lower of (i) SEK 0.31 (31 öre) or (ii) a volumeweighted average price during the ten trading days that follow the Company's public announcement that the exchange offers are carried out.

The proceeds from the new issue shall be used to amortize bank loans, where the lending banks write off an equal amount of bank loans, up to SEK 275 M. Provided that the new issue is fully subscribed through cash payment, bank loans will thereby decrease by SEK 550 M.

Ordinary shares not subscribed for with the support of warrants will be offered to other ordinary shareholders and others for subscription at the same subscription price, and in the event of an allotment to others than ordinary shareholders, allotment will be made primarily to existing holders of preference shares and convertibles. Ordinary shares not subscribed for by others in the new issue will be subscribed by the lending banks, with payment through set-off against bank loans. On July 27 Eniro announced that a group of investors has started to arrange a group of underwriters in order to secure that the cash issue is fully subscribed and paid, provided that the lending banks accept further adjustments of the interest rate and rate of repayment of Eniro's bank loans, and that a discussion has been initiated with the lending banks regarding an adjustment of the terms and the conditions for such adjustments.

After the requisite acceptance level has been achieved in the exchange offers, the lending banks will subscribe for new ordinary shares in the Company with payment through the set-off of SEK 150 M in bank loans.

SEK M Dec 31
2016
Recapital
ization
Proforma
Dec 31
2016
Non-current assets 3,122 6 3,128
Current assets, excl cash equivalents 335 335
Cash and cash equivalents 48 -7 41
Total assets 3,505 -1 3,504
Shareholders equity 468 806 1,274
Borrow
ing
1,454 -602 852
Convertible bond 216 -216 0
Other non-current liabilities 597 11 608
Other current liabilities 770 0 770
Total equity and liabilities 3,505 -1 3,504
Net debt / EBITDA 2016, times 2.8 1.4
Debt/equity ratio, % 13 % 36 %

This pro forma balance sheet is based on a number of assumptions that may deviate from the actual outcome. The estimated cost for the recapitalization is assumed to be recognized against borrow ing and shareholders' equity. How there costs are recognized depends on the final outcome of the recapitalization.

In addition to the decrease in bank loans by SEK 700 M, the Company's interest-bearing liabilities as at 31 December 2016 will decrease by an additional SEK 216 M if all convertible bondholders accept the exchange offer. The costs for the recapitalization amount to approximately SEK 98 M, net, of which advisory costs for the lending banks and the Company account for SEK 90 M. Of the advisory cost SEK 75 M will be financed by bank loans and the remaining part will settled by liquid funds. Eniro's total interest-bearing debt will thus

decrease by a total of approximately SEK 818 M as at 31 December 2016, of which SEK 602 M consists of bank loans.

To avoid a situation in which the lending banks together will become the dominant owner, the shares that the banks subscribe for initially (SEK 150 M) and in the possible, concluding complementary set-off issue, will have one-tenth (1/10) of a vote. These shares can be converted to ordinary shares with one (1) vote each, which will take place in connection with future sales of shares.

Under the condition that the exchange offers are accepted to the requisite extent, the Company has negotiated with the lending banks on new and improved loan terms. Such a new loan agreement would grant the Company a fixed credit and a revolving credit facility. The term for such a loan agreement would apply for the period until the end of 2020 and would entail, among other things, a lower interest rate, amortization in 2017 and 2018 adapted to the Company's liquidity surplus, including a cash sweep with a certain, minimum level of amortization in 2018, and then a gradually increased rate of amortization that is aligned with the Company's new business plan. In addition, the key ratio requirements will be adjusted and adapted to the new business plan.

A new loan agreement is an integral part of the recapitalization and is contingent upon completion of the recapitalization. Until then, an extended deferment is in effect under the standstill agreement.

If the required acceptance level cannot be achieved for the exchange offers, no new loan agreement will come into effect. At the same time the standstill agreement will end. As a consequence of this, the Company will not be able to honor its loan obligations. The Board of Directors will then file for a company reorganization in district court, which will likely entail a total loss for Eniro's holders of ordinary and preferred shares, as well as for the convertible bondholders.

For further information, see the press releases "Eniro presents recapitalization plan" dated April 3, 2017, and "Eniro announces the current acceptance level and extends the acceptance period for the exchange offers," dated July 27, 2017, at www.enirogroup.com.

The prospectus "Offer to holders of preference shares and convertibles in Eniro AB (publ)" and the "Supplement to the prospectus regarding the offer to holders of preference shares and convertibles in Eniro AB (publ)" are available at www.enirogroup.com.

In the event the Annual General Meeting does not adopt the required resolutions regarding the recapitalization or if the required acceptance of the exchange offers cannot be achieved, no new loan agreement will take effect. At the same time, the standstill agreement will end. As a consequence of this, the Company will not be able to honor its loan obligations. The Board will then file for reorganization in district court.

The assessment that the recapitalization plan is implementable remains, despite the fact that the exchange offers have only been accepted by holders of preference shares with a total holding corresponding to 73% of all outstanding preference shares and by convertible holders with a total holding corresponding to approximately 57% of the outstanding nominal convertible amount.

The assessment is based on the ongoing discussions with a of group investors and the banks regarding an underwriting of the cash issue and adjustment of the terms of the loan agreement.

Against the background of the above, Eniro's board of directors has made the assessment that a significant uncertainty exists that could lead to substantial doubt regarding the Company's ability to continue operating. However, the Board has made the assessment that it is realistic that the plan that has been drawn up in close cooperation with the Company's lenders will be carried out and that, despite the aforementioned doubt, there are grounds to assume the principle of the Company's continued operation as a going concern.

Eniro has lost a legal dispute in arbitration against Fonecta Oy in Finland regarding the right to use the domain name eniro.fi. The arbitral tribunal announced its ruling on July 31, whereby the arbitral tribunal ordered Eniro to pay for Fonecta's legal costs relating to the dispute as well as the costs for the arbitral tribunal. After deduction of previously paid costs, Eniro shall pay approximately EUR 1.2 M. These costs are included in earnings as per June 30.

Eniro has prepared a supplement to the prospectus "Offer to holders of preference shares and convertibles in Eniro AB (publ)". The prospectus supplement has been prepared in part due to Eniro's announcement on July 27 of the acceptance level and the extension of the acceptance period for the exchange offers as well as the ongoing discussions regarding an underwriting of the

cash issue and further adjustments to the interest rate and repayment plan of Eniro's bank loans, and partly due to the Company's loss of a dispute against Fonecta Oy. As per July 27 the exchange offers have been accepted by preference shareholders with a total holding corresponding to approximately 73% of all outstanding preference shares and by holders of convertible loans with a total holding corresponding to approximately 57% of the outstanding nominal convertible amount. A group of larger holders of convertible loans, corresponding to approximately 23% of the outstanding convertibles, are waiting with accepting the exchange offers and have started discussions about complementing the recapitalization by underwriting the cash issue of SEK 275 M. The group of convertible holders intends to make available approximately SEK 100 M provided that Eniro's lending banks agree to further adjustments of the interest rate and rate of repayment of Eniro's bank loans. In order to complete these discussions, Eniro has decided to extend the acceptance period for the exchange offers until August 25, 2017.

The prospectus supplement was approved and registered by the Swedish Financial Supervisory Authority on August 2, 2017. For further information, see "Supplement to the prospectus regarding the offer to holders of preference shares and convertibles in Eniro AB (publ)" on Eniro's website: www.enirogroup.com.

The information in this report is such that Eniro AB (publ) is obligated to disclose pursuant to EU Market Abuse Regulation. This information was submitted for publication, by agency of the contact persons below, at 08:00 (CET) on August 15, 2017.

The Board of Directors and President certify that the six-month report provides an accurate overview of the Parent Company's and the Group's operations, financial position and results, and that it describes the significant risks and uncertainties by the Parent Company and the companies in the Group.

Kista, August 15, 2017

Board CEO, board member

Björn Björnsson Joachim Berner Örjan Frid Ola Salmén Katarina Emilsson Thudén Chairman of the Board member President and Board member Employee representative

FOR FURTHER INFORMATION, PLEASE CONTACT: Örjan Frid Fredrik Sandelin President and CEO CFO Tel.: +46-8-553 310 00 Tel.: +46-8-553 310 00

FINANCIAL CALENDAR Interim report Jan.-Sept. 2017 October 25, 2017

We have reviewed the condensed interim financial information (interim report) of Eniro AB corporate identity number 556588-0936, as of June 30 2017, and the sixmonth period then ended. The board of directors and the CEO are responsible for the preparation and presentation of the interim financial information in accordance with IAS 34 and the Swedish Annual Accounts Act. Our responsibility is to express a conclusion on this interim report based on our review.

We conducted our review in accordance with the International Standard on Review Engagements ISRE 2410, Review of Interim Report Performed by the Independent Auditor of the Entity. A review consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing, ISA, and other generally accepted auditing standards in Sweden. The procedures performed in a review do not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Based on our review, nothing has come to our attention that causes us to believe that the interim report is not prepared, in all material respects, in accordance with IAS 34 and the Swedish Annual Accounts Act, regarding the Group, and with the Swedish Annual Accounts Act, regarding the Parent Company.

Without qualifying our opinion, we would like to draw attention to the sections "Risks and Uncertainties" and "The Board's assessment regarding the going concern principle" on page 9-11 in the interim report in which it is stated that the Company needs a recapitalization. The recapitalization is dependent on a certain minimum acceptance level. This circumstance, together with the circumstances stated in the section, imply that there is an element of substantial uncertainty which could result in significant doubt as to whether the Company can continue as a going concern.

Stockholm, August 15, 2017

PricewaterhouseCoopers AB

Michael Bengtsson

Authorized Public Accountant

Apr-Jun Apr-Jun Jan-Jun Jan-Jun Jul-Jun Jan-Dec
SEK M 2017 2016 2017 2016 2016/17 2016
Operating revenue 426 496 856 1,000 1,823 1,967
Production costs -112 -111 -213 -217 -436 -440
Sales costs -147 -156 -309 -334 -649 -674
Marketing costs -32 -52 -118 -91 -221 -194
Administration costs -83 -69 -144 -112 -277 -245
Product development costs -57 -46 -124 -106 -233 -215
Other income/costs -
2
1 0 4 6 10
Impairment of non-current assets -
9
-873 -
9
-873 -
9
-873
Operating income -16 -810 -61 -729 4 -664
Financial items, net -38 -33 -74 -117 -146 -189
Income before tax -54 -843 -135 -846 -142 -853
Income tax 12 -
9
31 -
8
30 -
9
Net income -42 -852 -104 -854 -112 -862
Of which, attributable to:
Ow
ners of the Parent Company
-43 -854 -106 -857 -118 -869
Non-controlling interests 1 2 2 3 6 7
Net Income -42 -852 -104 -854 -112 -862
Earnings per ordinary share before dilution, SEK -0.08 -1.80 -0.22 -1.84 -0.30 -1.88
Earnings per ordinary share after dilution, SEK -0.08 -1.80 -0.22 -1.84 -0.30 -1.88
Average number of ordinary shares before dilution after
deduction of treasury shares, 000s 528,384 482,230 528,384 478,384 513,961 488,961
Average number of ordinary shares after dilution after
deduction of treasury shares, 000s 682,080 674,388 682,080 670,541 667,657 642,657
Preference shares on closing date, 000s 1,000 1,000 1,000 1,000 1,000 1,000
Apr-Jun Apr-Jun Jan-Jun Jan-Jun Jul-Jun Jan-Dec
SEK M 2017 2016 2017 2016 2016/17 2016
Net income -42 -852 -104 -854 -112 -862
Other comprehensive income
Items that cannot be reclassified to income
statement
Revaluation of pension obligations 13 -86 -31 -149 79 -39
Tax attributable to revaluation pension obligations -
3
19 7 33 -17 9
Total 10 -67 -24 -116 62 -30
Items that have been or can be reclassified to the
income statement
Exchange rate differences -
1
48 -
5
138 42 185
Hedge of net investments 5 -
7
8 -14 -
5
-27
Tax attributable to hedge of net investments -
1
1 -
2
3 4 9
Total 3 42 1 127 41 167
Other comprehensive income, net after tax 13 -25 -23 11 103 137
Total comprehensive income -29 -877 -127 -843 -
9
-725
Of which, attributable to:
Ow
ners of the Parent Company
-29 -880 -127 -848 -15 -736
Non-controlling interests 0 3 0 5 6 11
Total comprehensive income -29 -877 -127 -843 -
9
-725

Jun. 30 Jun. 30 Dec. 31
SEK M 2017 2016 2016
Assets
Non-current assets
Tangible assets 24 22 29
Intangible assets 2,609 2,775 2,761
Deferred tax assets 116 108 97
Financial assets 247 197 235
Total non-current assets 2,996 3,102 3,122
Current assets
Accounts receivable - trade 196 207 210
Current tax assets 26 18 16
Other current receivables 97 130 109
Other interest-bearing receivables 0 1 0
Cash and cash equivalents 39 45 48
Total current assets 358 401 383
TOTAL ASSETS 3,354 3,503 3,505
Shareholders' equity and liabilities
Shareholders' equity
Share capital 531 493 531
Additional paid in capital 5,554 5,528 5,554
Reserves -325 -365 -327
Retained earnings -5,461 -5,406 -5,332
Shareholders' equity, owners of the Parent Company 299 250 426
Non-controlling interests 39 40 42
Total Shareholders' equity 338 290 468
Non-current liabilities
Borrow
ing
9 1,226 10
Convertible bond 222 267 216
Deferred tax liabilities 139 162 164
Pension obligations 456 532 428
Provisions 0 5 5
Other non-current liabilities 0 - 0
Total non-current liabilities 826 2,192 823
Current liabilities
Accounts payable - trade 56 87 52
Current tax liabilities 5 12 12
Prepaid revenues 410 468 449
Other current liabilities 235 259 248
Provisions 6 12 9
Borrow
ing
1,478 183 1,444
Total current liabilities 2,190 1,021 2,214
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 3,354 3,503 3,505
Total
equity,
Additional owners of Non
Share paid in Retained the Parent controlling Total
SEK M Capital capital Reserves earnings Company interest equity
Opening balance, January 1, 2016 477 5,517 -491 -4,384 1,119 39 1,158
Total comprehensive income - - 125 -973 -848 5 -843
Conversion of convertible bonds 16 10 - - 26 - 26
Warrant incentive program - 1 - - 1 - 1
Dividend on preference shares - - - -48 -48 - -48
Dividend non-controlling interest - - - - - -
4
-
4
Closing balance, June 30, 2016 493 5,528 -366 -5,405 250 40 290
Opening balance, January 1, 2016 477 5,517 -491 -4,384 1,119 39 1,158
Total comprehensive income - - 163 -899 -736 11 -725
Conversion of convertible bonds 54 36 - - 90 - 90
Warrant incentive program - 1 - - 1 - 1
Dividend on preference shares - - - -48 -48 - -48
Dividend non-controlling interest - - - - - -
8
-
8
Closing balance, December 31, 2016 531 5,554 -328 -5,331 426 42 468
Opening balance, January 1, 2017 531 5,554 -328 -5,331 426 42 468
Total comprehensive income - - 3 -130 -127 0 -127
Dividend non-controlling interest - - - - - -
3
-
3
Closing balance, June 30, 2017 531 5,554 -325 -5,461 299 39 338
SEK M Apr-Jun
2017
Apr-Jun
2016
Jan-Jun
2017
Jan-Jun
2016
Jul-Jun
2016/17
Jan-Dec
2016
Operating income -16 -810 -61 -729 4 -664
Adjustments for
Depreciation, amortization and impairment 55 926 155 981 266 1,092
Capital gain/loss and other non-cash items -
6
-21 -14 -66 -19 -71
Financial items, net -29 -31 -49 -51 -99 -101
Income tax paid -
6
-
3
-13 -14 -13 -14
Cash flow from operating activities before
changes in working capital -
2
61 18 121 139 242
Changes in w
orking capital
-
4
-
2
-14 3 -42 -25
Cash flow from operating activities -
6
59 4 124 97 217
Acquisitions/divestments of Group companies and
other assets
- - - 1 - 1
Investments in non-current assets, net
Cash flow from investing activities
-12
-12
-35
-35
-20
-20
-52
-51
-61
-61
-93
-92
Proceeds from borrow
ings
9 12 34 12 46 24
Repayment of borrow
ings
- -86 - -86 - -86
Long-term investments - -20 -11 -20 -47 -56
Dividend on preference shares - -12 -12 -24 -36 -48
Dividend non controlling interests -
3
-
4
-
3
-
4
-
7
-
8
Warrant incentive program - 1 - 1 0 1
Cash flow from financing activities 6 -109 8 -121 -44 -173
Cash flow for the period -12 -85 -
8
-48 -
8
-48
Cash and cash equivalents at start of period 51 130 48 91 45 91
Cash flow
for the period
-12 -85 -
8
-48 -
8
-48
Exchange rate differences in cash and cash equivalents 0 0 -
1
2 2 5
Cash and cash equivalents at end of period 39 45 39 45 39 48
Apr-Jun Apr-Jun Jan-Jun Jan-Jun Jul-Jun Jan-Dec
SEK M 2017 2016 2017 2016 2016/17 2016
Operating revenue 6 4 11 10 24 23
Administration costs -30 -20 -51 -37 -101 -87
Other income/costs 0 1 0 2 0 2
Operating income -24 -15 -40 -25 -77 -62
Financial items, net -32 -1,844 -
7
-1,861 -139 -1,993
Appropriations, Group contributions received - - - - 76 76
Income before tax -56 -1,859 -47 -1,886 -140 -1,979
Income tax 10 7 17 13 16 12
Net income -46 -1,852 -30 -1,873 -124 -1,967

Eniro AB has during 2016 written down shares in subsidiaries by SEK 1,985 M, of which SEK 1,887 M in Q2 and SEK 98 M in Q4.

Jun. 30 Jun. 30 Dec. 31
SEK M 2017 2016 2016
Non-current assets 2,528 2,570 2,519
Current assets 132 287 185
TOTAL ASSETS 2,660 2,857 2,704
Shareholders' equity 535 595 565
Provisions 76 77 78
Non-current liabilities 2,019 2,070 2,014
Current liabilities 30 115 47
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 2,660 2,857 2,704

This interim report has been prepared in accordance with International Financial Reporting Standards (IFRS) and IFRIC interpretations, as endorsed by the European Union (EU). A detailed description of the accounting policies applied by Eniro can be found in the 2016 Annual Report, Note 1, Accounting Policies. The interim report has been prepared in accordance with IAS 34 Interim Financial Reporting

A number of new standards have been published but not yet come into force, including IFRS 15 Revenue from Contracts with Customers. IFRS 15 regulates revenue recognition and is based on the principle that revenue is recognized when the customer gains control over the sold product or service – which replaces the principle that revenue is recognized when the risks and rewards have been transferred to the buyer. IFRS 15 takes effect on January 1, 2018, and prospective application is allowed.

The Group is currently evaluating the effects of the standard and has identified the following areas that likely will be affected:

• The new rules may lead to the identification of separate performance obligations, which may affect the point in time of revenue recognition. Some of Eniro's services contain components for which revenue is recognized at different points in time, which according to the new rules may constitute the same performance obligation.

• Payment from customers is allocated to the services based on relatively independent sales prices rather than on the residual value method. This may affect the amounts allocated to the services and the point in time at which some of the revenue is recognized.

• Recognition of certain costs (cost to obtain a contract) may be changed, as certain costs that were previously expensed, such as sales bonuses, may be recognized as an asset.

At present the Group cannot estimate the new rules' quantitative impact on the financial statements. The Group will conduct a more detailed evaluation during the year.

Eniro reports its financial results distributed among the Local search and Voice business areas. Local search has cross-border functions for Digital solutions (formerly User and Costumer Experience), Nordic Sales, Human Resources, and Finance. The Voice business area is governed separately and is not an integrated part of the function-based organization.

Local search Voice
Apr-Jun Apr-Jun Jan-Jun Jan-Jun Apr-Jun Apr-Jun Jan-Jun Jan-Jun
SEK M 2017 2016 2017 2016 2017 2016 2017 2016
Operating revenue
Sw
eden
119 165 251 341 32 44 63 87
Norw
ay
103 113 214 229 10 13 20 24
Denmark 72 68 131 136 - - - -
Finland - - - - 38 41 73 78
Poland 52 52 104 105 - - - -
Total 346 398 700 811 80 98 156 189
Adjusted EBITDA 61 101 117 197 11 31 26 59
Items affecting comparability1) -
4
-
2
-
4
16 -
6
- -
6
-
EBITDA 57 99 113 213 5 31 20 59
Depreciation/amortization -44 -51 -143 -105 -
2
-
2
-
3
-
3
Impairment losses - -851 - -851 -
9
-22 -
9
-22
Operating income 13 -803 -30 -743 -
6
7 8 34
Net financial items

Taxes

Net income for the period

Other Total
Apr-Jun Apr-Jun Jan-Jun Jan-Jun Apr-Jun Apr-Jun Jan-Jun Jan-Jun
SEK M 2017 2016 2017 2016 2017 2016 2017 2016
Operating revenue
Sw
eden
- - - - 151 209 314 428
Norw
ay
- - - - 113 126 234 253
Denmark - - - - 72 68 131 136
Finland - - - - 38 41 73 78
Poland - - - - 52 52 104 105
Total - - - - 426 496 856 1,000
Adjusted EBITDA -
6
-14 -15 -19 66 118 128 237
Items affecting comparability1) -17 - -24 -
1
-27 -
2
-34 15
EBITDA -23 -14 -39 -20 39 116 94 252
Depreciation/amortization 0 - 0 - -46 -53 -146 -108
Impairment losses - - - - -
9
-873 -
9
-873
Operating income -23 -14 -39 -20 -16 -810 -61 -729
Net financial items -38 -33 -74 -117
Taxes 12 -
9
31 -
8
Net income for the period -42 -852 -104 -854

1) Items affecting comparability consists of restructuring costs, advisory costs and legal costs. In addition to restructuring costs 2016 also includes a nonrecurring effect of pensions and a closure cost.

Earnings per share before dilution are calculated as income for the period attributable to owners of the Parent Company less the set dividend on preference shares for the period, divided by the average number of ordinary shares, excluding treasury shares, before dilution.

In calculating earnings per share after dilution, the average number of shares is adjusted for the effects of the potential dilution of ordinary shares associated with the convertible bond and the warrant program. This entails that earnings per share after dilution are calculated by dividing income for the period attributable to owners of the Parent Company plus interest expense after tax pertaining to the convertible loan, less the set dividend on preference shares for the period, by the average number of ordinary shares, excluding treasury shares, after full conversion.

Apr-Jun Apr-Jun Jan-Jun Jan-Jun Jul-Jun Jan-Dec
SEK M 2017 2016 2017 2016 2016/17 2016
Earnings attributable to ow
ners of the Parent Company
-43 -854 -106 -857 -118 -869
Dividend established for cumulative preference shares
during the period - -12 -12 -24 -36 -48
Earnings used for calculating earnings per
ordinary share, before dilution -43 -866 -118 -881 -154 -917
Cupon rate for convertible bonds 3 4 6 8 13 15
Earnings used for calculating earnings per
ordinary share, after dilution -40 -862 -112 -873 -141 -902
Earnings per ordinary share
before dilution, SEK -0.08 -1.80 -0.22 -1.84 -0.30 -1.88
after dilution, SEK -0.08 -1.80 -0.22 -1.84 -0.30 -1.88
Average number of ordinary shares after deduction of
treasury shares
before dilution, 000s 528,384 482,230 528,384 478,384 513,961 488,961
after dilution, 000s 682,080 674,388 682,080 670,541 667,657 642,657
Preference shares
on closing date, 000s 1,000 1,000 1,000 1,000 1,000 1,000
Assets and liabilities on the balance sheet Jun. 30 Jun. 30 Dec. 31
SEK M 2017 2016 2016
Loans and accounts receivables
Non-current assets
Interest-bearing receivables, blocked bank funds 200 153 189
Current assets
Accounts receivable - trade and other receivables 209 222 222
Cash and cash equivalents 39 45 48
TOTAL 448 420 459
Other financial liabilities
Non-current liabilities
Borrow
ing
0 1,226 0
Convertible bond 222 267 216
Finance lease 9 - 10
Current liabilities
Borrow
ing
1,476 183 1,442
Finance lease 2 - 2
Accounts payable - trade 56 87 52
TOTAL 1,765 1,763 1,722
Jun. 30 Jun. 30 Dec. 31
SEK M 2017 2016 2016
At start of year 2,018 2,808 2,808
Reclassifications - - -
Impariment loss for the year -
9
-873 -873
Exchange rate difference -
7
60 83
Carrying amount 2,002 1,995 2,018

Accumulated impairment losses for goodwill amounted to SEK -9 M (-873) as per June 30. The impairment losses stem from the impairment testing of the value of the Group's intangible assets.

In the impairment testing, a determination is made as to whether a need to recognize impairment exists by comparing the cash-generating unit's carrying amount, including goodwill and other consolidated surplus value, with the recoverable amount. If the carrying amount exceeds the recoverable amount, the carrying amount is written down to the recoverable amount.

Eniro's lowest cash-generating units consist of the operating segments per country, i.e., Local search and Voice, which corresponds to the monitoring that is conducted in both the internal and external reporting. The recoverable amount consists of the value in use. A discount rate before tax has been determined for the respective cash-generating units.

As per June 30 the impairment test of the value of the Group's intangible assets that was performed as per December 31, 2016, has been updated. Against the background of the expected decline in profitability of the Voice business, the impairment test has been updated to take the shift in cash flows into account. This resulted in the recognition of impairment in Voice of SEK -9 M, compared with the impairment losses of SEK -873 M in the preceding year, where SEK -22 M was attributable to Voice and SEK -851 M to Local search. Of the impairment losses in Voice, SEK 0 M (-9) pertains to Sweden, SEK -9 M (-11) pertains to Norway, and SEK 0 M (-2) pertains to Finland. Of the impairment losses in Local search, SEK 0 M (-622) pertains to Norway and SEK 0 M (-229) pertains to Denmark. Further impairment of goodwill pertaining to Voice is likely, as higher cash flows in real time are replaced by lower future cash flows. Eniro's outcome is in line with the forecast that served as the basis for the impairment test, which is why no further need to recognize impairment of goodwill is deemed to exist.

Discount rate after tax by cash generating unit, % Jun. 30 Jun. 30 Dec. 31
2017 2016 2016
Sweden, Local search 12.49 12.44 12.49
Sweden, Voice 15.60 15.60 15.60
Norway, Local search 11.67 11.72 11.67
Norway, Voice 15.00 15.00 15.00
Denmark, Local search 12.52 12.52 12.52
Poland, Local search 15.30 15.30 15.30
Finland, Voice 14.20 14.20 14.20

Eniro has lost a legal dispute in arbitration against Fonecta Oy in Finland regarding the right to use the domain name eniro.fi. The arbitral tribunal announced its ruling on July 31, whereby the arbitral tribunal ordered Eniro to pay for Fonecta's legal costs relating to the dispute as well as the costs for the arbitral tribunal. After deduction of previously paid costs, Eniro shall pay approximately EUR 1.2 M. These costs are included in earnings as per June 30.

Eniro has prepared a supplement to the prospectus "Offer to holders of preference shares and convertibles in Eniro AB (publ)." The supplement to the prospectus has been prepared in part due to Eniro's announcement on July 27 of the acceptance level and the extension of the acceptance period for the exchange offers as well as the ongoing discussions regarding an underwriting of the Cash Issue and further adjustments to the interest rate and repayment plan of Eniro's bank loans, and partly due to the Company's loss of the dispute against Fonecta Oy.

As per July 27 the exchange offers have been accepted by preference shareholders with a total holding corresponding to approximately 73% of all outstanding preference shares and by holders of convertible loans with a total holding corresponding to approximately 57% of the outstanding nominal convertible amount. A group of larger holders of convertible loans, corresponding to approximately 23% of the outstanding convertibles, are waiting with accepting the exchange offers and have started discussions about complementing the recapitalization by underwriting the cash issue of SEK 275 M. The group of convertible holders intends to make available approximately SEK 100 M provided that Eniro's lending banks agree to further adjustments of the interest rate and rate of repayment of Eniro's bank loans. In order to complete these discussions, Eniro has decided to extend the acceptance period for the exchange offers until August 25, 2017.

The 2017 Annual General Meeting resolved in favor of carrying out the recapitalization plan in accordance with the Board's recommendation. The proposed recapitalization entails a changed capital structure, a new loan agreement, the write-off of bank loans and set-off of bank loans against ordinary shares. For a detailed description, see the section "Eniro's recapitalization plan" on page 9.

Jun. 30 Jun. 30 Dec. 31
2017 2016 2016
Equity, average 12 months, SEK M 338 1,001 624
Return on equity (ROE), 12 months, % -34.9 -76.8 -139.3
Return on Assets (ROA), 12 months, % 0.1 -13.7 -18.8
Earnings per ordinary share before dilution, SEK -0.22 -1.84 -1.88
Earnings per ordinary share after dilution, SEK -0.22 -1.84 -1.88
Interest-bearing net debt excluding convertible bond and pension
obligations, SEK M -1,248 -1,210 -1,217
Debt/equity ratio, times 3.69 4.17 2.60
Equity/assets ratio, % 10 8 13
Interest-bearing net debt excluding convertible bond and pension
obligations/EBITDA 12 months, times 4.6 2.5 2.8
Interest-bearing net debt excluding convertible bond and pension
obligations/adjusted EBITDA, times 3.8 2.5 2.8
Average number full-time employees 1,589 1,800 1,662
Number of full-time employees on closing date 1,521 1,723 1,656
Number of ordinary shares before dilution on closing
date after deduction of treasury shares, 000s 528,384 489,922 528,384
Number of ordinary shares after dilution on closing
date after deduction of treasury shares, 000s 682,080 682,080 682,080
Number of preference shares on closing
date, 000s 1,000 1,000 1,000
Jun. 30 Jun. 30 Dec. 31
2017 2016 2016
Equity per share, SEK 0.56 0.51 0.80
Share price for ordinary shares at end of period, SEK 0.21 0.56 0.25

Eniro presents certain financial measures that are not defined in IFRS. Eniro believes that these measures provide valuable, complementary information to investors and to company management, as they enable assessment of Group's earnings and financial position. Since not all companies calculate financial measures in the same way, these are not always comparable with measures used by other companies. These financial measures shall therefore not be regarded as a substitute for the measures defined in IFRS.

Name Definition Calculation
Earnings per ordinary share for the
period before dilution
Income for the period attributable to owners
of the Parent Company less the portion of
the approved dividend for the period for
preference shares, divided by the average
number of ordinary shares before dilution.
(Income for the period attributable to
owners of the Parent Company – the
portion of the approved dividend for the
period for preference shares)/(Average
number of ordinary shares before dilution) x
1,000
Earnings per ordinary share for the
period after dilution
Income for the period attributable to owners
of the Parent Company less the portion of
the approved dividend for the period for
preference shares and interest expenses
after tax pertaining to the convertible bond,
divided by the average number of ordinary
shares after full conversion.
(Income for the period attributable to
owners of the Parent Company – the
portion of the approved dividend for the
period for preference shares + interest
expenses after tax pertaining to the
convertible bond)/(Average number of
ordinary shares after full conversion) x
1,000
Average number of ordinary shares
before dilution
The average number of ordinary shares
outstanding, excluding treasury shares.
(Average number of ordinary shares
outstanding, excluding treasury shares, per
quarter (CB+OB)/2 for the four last
quarters)/4
Average number of ordinary shares after
dilution
The average number of ordinary shares
excluding treasury shares, adjusted for full
conversion of all potential ordinary shares in
the convertible bond and warrant program.
((Average number of ordinary shares
outstanding, excluding treasury shares,
(CB+OB)/2 for the four last quarters)/4) +
(Adjustment for full conversion of all
potential ordinary shares in the convertible
bond and warrant program)
Name Definition Calculation Purpose
Return on shareholders'
equity (%)
Moving 12-month earnings
attributable to owners of the
Parent Company divided by
average shareholders' equity
(Moving 12-month earnings
attributable to owners of the
Parent Company)/(Average
shareholders' equity)
Return on shareholders' equity
measures the Group's return on
the capital the owners have
invested in the business and
thereby how profitable the
Group is for its shareholders
Return on total assets (%) Moving 12-month operating
income and financial income
less exchange rate losses on
financial items divided by
average total assets
(Moving 12-month operating
income + financial income –
exchange rate losses on
financial items)/(Average total
assets) x 1,000
Return on total capital shows
the business's effectiveness
independent from how the
capital is financed. This
measure is used to assess
whether the Group's business
generates an acceptable return
on its resources
EBITDA Operating income before
depreciation,
amortization and impairment
losses
Operating income excluding
depreciation, amortization and
impairment losses
See the calculation in
"Reconciliation of operating
income and adjusted EBITDA"
EBITDA is a measure of
operating income before
interest, taxes, depreciation,
amortization and impairment
losses and is used to monitor
the operating activities. EBITDA
is the measure that best
coincides with cash flow
Name
Definition
Calculation Purpose
EBITDA margin (%) EBITDA divided by operating
revenue
(EBITDA/Operating revenue) x
100
See "Calculation of EBITDA
margin"
EBITDA in relation to operating
revenue is used to measure the
profitability of operations and
shows the Group's cost
effectiveness
Shareholders' equity per
share
Shareholders' equity
attributable to owners of the
Parent Company divided
by the number of shares at the
end of the period, excluding
treasury shares
(Shareholders' equity
attributable to owners of the
Parent Company)/(Number of
shares at the end of the period,
excluding treasury shares) x
100
Shareholders' equity per share
measures the Group's net value
per share
Adjusted EBITDA EBITDA excluding restructuring
costs and
other items affecting
comparability
EBITDA excluding restructuring
costs and other items affecting
comparability. See
"Reconciliation of operating
income and adjusted EBITDA"
Adjusted EBITDA increases
comparability by adjusting for
restructuring costs, the effect of
acquisitions/divestments and
other nonrecurring items
Adjusted EBITDA margin (%) Adjusted EBITDA divided by
operating revenue
(Adjusted EBITDA/Operating
revenue) x 100. See
"Calculation of adjusted
EBITDA margin"
Adjusted EBITDA in relation to
operating revenue shows a
more comparable measure of
the profitability of operations
and the Group's cost
effectiveness
Operating cash flow Cash flow from operating
activities and cash flow from
investing activities excluding
company acquisitions and
divestments
Cash flow from operating
activities + cash flow from
investing activities – company
acquisitions and divestments
Operating cash flow measures
the cash flow that is generated
before the effects of
acquisitions and divestments,
and cash flows attributable to
the Company's financing
Interest-bearing net debt
excluding convertible bond
and pension obligations
Borrowings less cash and cash
equivalents and interest-bearing
assets
Borrowings – cash and cash
equivalents – interest-bearing
assets. See "Reconciliation of
interest-bearing net debt
excluding convertible bond and
pension obligations"
Interest-bearing net debt shows
the Group's liabilities to lenders
less cash and cash equivalents
and interest-bearing assets.
Interest-bearing net debt
excluding convertible bond
and pension
obligations/EBITDA
Interest-bearing net debt
excluding convertible bond and
pension obligations/EBITDA
(Interest-bearing net debt
excluding convertible bond and
pension obligations)/(EBITDA,
12 months). See "Calculation of
interest-bearing net debt
excluding convertible bond and
pension obligations/EBITDA 12
months, times"
Net debt in relation to EBITDA
gives an estimation of the
Group's capacity to reduce its
debt. It represents the number
of years it would take to pay
back its loans if net debt and
EBITDA were to remain
constant, without taking into
account cash flow pertaining to
interest and tax
Debt/equity ratio (%) Interest-bearing net debt
excluding the convertible bond
and pension obligations divided
by shareholders' equity,
including non-controlling
interests
(Interest-bearing net debt
excluding the convertible bond
and pension obligations)/(Total
shareholders' equity)
The debt/equity ratio measures
the extent to which the Group is
financed by debt
Equity/assets ratio (%) Shareholders' equity including
non-controlling
interests divided by total assets
(Total shareholders'
equity)/(Total assets)
The equity/assets ratio indicates
how much the Group's assets
are financed by shareholders'
equity. The size of
shareholders' equity in relation
to other liabilities describes the
Group's long-term ability to pay
Total operating expenses Costs for production, sales,
marketing,
administration and product
development,
excluding depreciation,
amortization and
impairment losses
See "Reconciliation of operating
expenses"
Average total assets Total assets for the last four
quarters divided by four
(Total assets for the last four
quarters)/4
Average shareholders' equity Average shareholders' equity
attributable to owners of the
Parent Company per quarter,
based on the opening and
closing balance for each quarter
(Average shareholders' equity
attributable to owners of the
Parent Company per quarter
(OB+CB)/2 for the last four
quarters/4
Name Definition Calculation Purpose
Average number of full-time
employees
Calculated as the average of
number of full-time employees
at the start and end of the year
(Average number of full-time
employees at the start and end
of the year)/2
Apr-Jun Apr-Jun Jan-Jun Jan-Jun Jul-Jun Jan-Dec
SEK M 2017 2016 2017 2016 2016/17 2016
Operating income -16 -810 -61 -729 4 -664
+ Depreciation/amortization 46 53 146 108 257 219
+ Impairment losses 9 873 9 873 9 873
= Total EBITDA 39 116 94 252 270 428
Items affecting comparability
+ Restructuring costs 4 2 5 4 13 12
+ Other items affecting comparability 23 - 29 -19 48 0
= Total adjusted EBITDA 66 118 128 237 331 440
Apr-Jun Apr-Jun Jan-Jun Jan-Jun Jul-Jun Jan-Dec
2017 2016 2017 2016 2016/17 2016
EBITDA 39 116 94 252 270 428
÷ Operating revenue 426 496 856 1,000 1,823 1,967
= EBITDA margin % 9.2 23.4 11.0 25.2 14.8 21.8
Apr-Jun Apr-Jun Jan-Jun Jan-Jun Jul-Jun Jan-Dec
2017 2016 2017 2016 2016/17 2016
Adjusted EBITDA 66 118 128 237 331 440
÷ Operating revenue 426 496 856 1,000 1,823 1,967
= Adjusted EBITDA margin % 15.5 23.8 15.0 23.7 18.2 22.4
Apr-Jun Apr-Jun Jan-Jun Jan-Jun Jul-Jun Jan-Dec
SEK M 2017 2016 2017 2016 2016/17 2016
Production costs -112 -111 -213 -217 -436 -440
+ Sales costs -147 -156 -309 -334 -649 -674
+ Marketing costs -32 -52 -118 -91 -221 -194
+ Administration costs -83 -69 -144 -112 -277 -245
+ Product development costs -57 -46 -124 -106 -233 -215
+ Deduction of depreciation 3 4 5 8 15 18
+ Deduction of amortization 43 49 141 100 242 201
= Operating expenses -385 -381 -762 -752 -1,559 -1,549
Jun. 30 Jun. 30 Dec. 31
SEK M 2017 2016 2016
Borrow
ing
-1,476 -1,409 -1,442
+ Finance lease -11 - -12
+ Other current interest-bearing receivables 0 1 0
+ Other non-current interest-bearing receivables 1) 200 153 189
+ Cash and cash equivalents 39 45 48
Interest-bearing net debt excluding
= convertible bond and pension obligations -1,248 -1,210 -1,217
1) included in financial assets
Jun. 30 Jun. 30 Dec. 31
2017 2016 2016
- Interest-bearing net debt excluding convertible
bond and pension obligations -1,248 -1,210 -1,217
÷ EBITDA 12 month 270 493 428
= Interest-bearing net debt excluding
convertible bond and pension
obligations/EBITDA 12 months, times
4.6 2.5 2.8
Jun. 30 Jun. 30 Dec. 31
2017 2016 2016
- Interest-bearing net debt excluding convertible
bond and pension obligations -1,248 -1,210 -1,217
÷ Adjusted EBITDA 12 month 331 491 440
= Interest-bearing net debt excluding
convertible bond and pension
obligations/adjusted EBITDA 12 months,
times 3.8 2.5 2.8

Eniro AB Telephone Website Sweden [email protected] 556588-0936

P.O. Box 7044 +46 8 553 310 00 www.enirogroup.com SE-164 40 Kista E-mail Corporate identity number

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