Eniro Group

AGM Information • Apr 9, 2009

ANNUAL GENERAL MEETING OF ENIRO AB (publ)

The shareholders of Eniro AB (publ) are hereby convened to the Annual General Meeting of the Shareholders to be held on Thursday May 14, 2009 at 3 p.m. at Näringslivets Hus, Industrisalen, Storgatan 19, Stockholm, Sweden.

The doors will open at 2 p.m.

NOTICE

The shareholders of Eniro AB (publ), 556588-0936, ("Eniro" or the "Company") are hereby convened to the Annual General Meeting of the shareholders of the Company to be held on Thursday, May 14, 2009, at 3.00 p.m. (CET), at Näringslivets Hus, Industrisalen, Storgatan 19, Stockholm, Sweden. The doors will open at 2.00 p.m. (CET).

REGISTRATION

Shareholders who wish to participate in the Annual General Meeting must

• be recorded in the share register maintained by Euroclear Sweden AB (previously VPC AB, the Swedish Central Securities Depository) on Friday May 8, 2009, and
• give notice to the Company of their intention to participate in the Annual General Meeting no later than 4.00 p.m. (CET) on Friday May 8, 2009, by writing to the address: Eniro AB (publ), Corporate Legal Affairs, SE-169 87 Stockholm, Sweden or by telephone: +46 (0) 8 553 312 13 (weekdays 10.00 a.m. – 3.00 p.m.) or by fax: +46 (0) 8 585 097 25 or by e-mail to: bolagsstamma@eniro.com. Notice must also be given of the number of assistants (maximum two) who will be participating. Name, address, civic registration number/company identification number and telephone number should be included in the notice.

SHARES REGISTERED IN THE NAME OF A NOMINEE

Shareholders whose shares are registered in the name of a nominee must, well in advance of May 8, 2009, through the nominee, arrange for those shares to temporarily be re-registered in their own names in order to be entitled to participate in the General Meeting.

PROXY AND PROXY FORM

A shareholder not present in person at the General Meeting may exercise his or her voting rights through a proxy by a written and dated proxy, signed by the shareholder. A proxy must not be more than one year old. The Company provides the shareholders with proxy forms for this purpose. Such proxy forms can be obtained from the Company at the Company Head Office, on the Company website www.eniro.com or by phone according to above. The original proxy should be submitted in ample time prior to the General Meeting to the Company at the above address. Representatives of a legal entity shall also submit a certified copy of the certificate of registration or equivalent authorization documents.

Please observe that a separate notice of participation in the General Meeting must be given even if such shareholder wishes to be represented by a proxy. A submitted proxy is not valid as notice of participation in the General Meeting.

INFORMATION ON SHARES AND VOTES

The total number of shares and votes in the Company as of May 8, 2009 amounts to 162,271,368.

MATTERS AND PROPOSED AGENDA

• 1. Opening of the General Meeting.
• 1. Election of the chairman of the General Meeting.
• 1. Preparation and approval of the voting list.
• 1. Approval of the Agenda.
• 1. Election of two persons to verify the Minutes.
• 1. Determination of whether the General Meeting has been duly convened.
• 1. Address by the President and CEO.
• 1. Report regarding the work of the Board of Directors and its Committees.
• 1. Presentation of the Annual Report, the Auditor's Report together with the consolidated Accounts and the Auditor's Report for the Group.
• 1. Resolutions on matters concerning:

a) adoption of the Income Statement and the Balance Sheet together with the

consolidated Income Statement and the consolidated Balance Sheet,

b) dispositions regarding the earnings of the Company in accordance with the adopted Balance Sheet and the adopted consolidated Balance Sheet,

c) discharge from personal liability of the members of the Board of Directors and the President for the period covered by the financial accounts.

• 1. Determination of the number of members and deputy members of the Board of Directors to be elected by the General Meeting.
• 1. Determination of the fees to be paid to the Board of Directors.
• 1. Election of the Chairman of the Board of Directors, members of the Board of Directors and any deputy members of the Board of Directors.
• 1. Resolution on principles on remuneration for senior management.
• 1. Resolution on Nomination Committee.
• 1. Closing of the General Meeting.

PROPOSED RESOLUTIONS

Election of the chairman of the General Meeting (item 2)

The Nomination Committee has informed the Board of Directors of its intention to, at the General Meeting, propose Mr. Dick Lundqvist, Attorney at Law, as chairman of the General Meeting.

Dispositions regarding the earnings (item 10b)

The Board of Directors proposes that no dividend shall be distributed for the financial year 2008 and that the funds at the Annual General Meeting's disposal shall be brought forward to the next year.

Board of Directors, Chairman of the Board, and fees to be paid to the Board of Directors (items 11 - 13)

The Nomination Committee makes the following proposals: The Board of Directors shall consist of seven members, and no deputy members, i.e. no change in the number of members of the Board of Directors is proposed.

Lars Berg, Barbara Donoghue, Karin Forseke, Luca Majocchi, Mattias Miksche, Harald Strømme and Simon Waldman are proposed to be re-elected as members of the Board of Directors for the time period up until the end of the next Annual General Meeting.

Information about all nominees and members of the Board of Directors as well as a report on how the Nomination Committee has conducted its work is available on the Company website, www.eniro.com.

Lars Berg is proposed to be re-elected as Chairman of the Board of Directors for the time period up until the end of the next Annual General Meeting. If Lars Berg's mandate as Chairman of the Board of Directors is prematurely terminated, the Board of Directors shall elect a new Chairman.

The Nomination Committee proposes that the Chairman of the Board of Directors shall be remunerated with SEK 1,000,000 and each of the members of the Board of Directors elected by the General Meeting with SEK 420,000. In addition thereto, the chairman of the Audit Committee shall be remunerated with SEK 150,000 and the four other members of the committees of the Board of Directors shall be remunerated with SEK 75,000 per member and committee. In aggregate the proposed remuneration of the Board of Directors amounts to SEK 3,970,000.

Further, the Company proposes that a compensation should be paid to each of the Employee Representatives nominated according to the Swedish act on board representation for persons in private employment (Sw: lag (1987:1245) om styrelserepresentation för de privatanställda) of SEK 1,500 per year and SEK 1,500 per meeting that the Employee Representative participates in, however, not for meetings held per capsulam.

Shareholders representing approximately 26 percent of the total number of voting rights in the Company as of February 27, 2009 have declared that they support the Nomination Committee's proposal above.

Principles on remuneration for senior management (item 14)

The Board of Directors proposes that essentially the same principles on remuneration for senior management that were adopted by the Annual General Meeting in 2008 shall be adopted by the Annual General Meeting for 2009.

Resolution on Nomination Committee (item 15)

The Nomination Committee for the Annual General Meeting 2009 consists of Petteri Soininen (Hermes Focus Asset Management), Paras Anand (F&C Asset Management), Frank Larsson (Handelsbanken Asset Management), Arne Lööw (Fourth Swedish National Pension Fund), and Lars Berg (Chairman of the Board of Directors of Eniro). Petteri Soininen is the chairman of the Nomination Committee. The Nomination Committee represents in aggregate approximately 26 percent of the total number of shares and voting rights in the Company as of February 27, 2009.

In accordance with last year, the Nomination Committee proposes that a Nomination Committee shall be established according to the following.

The Chairman of the Board of Directors shall contact the four largest shareholders in terms of voting rights, who may each appoint one representative to serve as a member of the Nomination Committee along with the Chairman of the Board of Directors up until the end of the next Annual General Meeting or, if necessary, up until a new Nomination Committee has been appointed. If any of the above-mentioned shareholders does not exercise its right to appoint one representative, that right passes to the shareholder who, after the abovementioned shareholders, owns the largest number of shares. If a member of the Nomination Committee resigns from the position prior to the conclusion of its work, the same shareholder who appointed the resigning member shall, if considered to be required, appoint a successor, or if that shareholder no longer, in terms of voting rights, is one of the four largest shareholders, by the new shareholder in that group. The Nomination Committee will among themselves appoint a chairman. The Chairman of the Board of Directors cannot be appointed as chairman of the Nomination Committee. The composition of the Nomination Committee shall be made public through a separate press release as soon as it has been appointed and at the latest six months prior to the Annual General Meeting. This information shall be made available on the Company website where information shall also be available on how shareholders can submit proposals to the Nomination Committee.

In case the ownership structure would change substantially after the establishment of the Nomination Committee, the composition of the Nomination Committee shall be changed accordingly.

The task of the Nomination Committee shall be to present proposals, ahead of the General Meeting, with respect to the number of members of the Board of Directors to be elected by the General Meeting, the fees for the Board of Directors, any fees for work in the Committees of the Board of Directors, the composition of the Board of Directors, the Chairman of the Board of Directors, the chairman of the General Meeting and, when applicable, for the election of Auditors and the fees for the Auditors.

The Nomination Committee's proposal shall be included in the notice for the General Meeting and published on the Company website.

DOCUMENTS

The Annual Report and the Auditor's Report or copies thereof, and the complete proposals and enclosures thereof of items 10 – 15, will be available at the Company and posted on the Company website, www.eniro.com, from April 30, 2009, and will at the request of shareholders be sent to their stated address free of charge.

All of the above mentioned documents will be provided at the Annual General Meeting.

Stockholm in April 2009

Eniro AB (publ)

The Board of Directors