Interim report January March Release from Eniro's 2012 Annual General Meeting

Transcription

1 Appendix 1 Events of material significance for the company s financial position which occurred after the presentation of the annual report for the financial year 2011 Index Interim report January March Release from Eniro's 2012 Annual General Meeting Eniro repays debt and makes a SEK 150 M capital gain - substantial improvement of financial key ratios Notice of Extraordinary General Meeting June 7, Release from Eniro s Extraordinary General Meeting June 7, 2012 D v1

2 1

3 INTERIM REPORT JANUARY MARCH Eniro s first-quarter EBITDA rises more than 20 percent to SEK 156 M; total revenues in line with year-earlier period FIRST QUARTER: JANUARY MARCH 2012 Total operating revenues amounted to SEK 959 M (966), down 0.7 percent (-24). Organically, revenues declined 8 percent (-13). The difference between total revenues and the organic development is accounted for by directory revenues brought forward, as well as the acquisition of De Gule Sider of Denmark. Online revenues increased 2 percent. The share of digital media revenues in relation to total revenues excluding for Voice rose 4 percentage points year-on-year to 77 percent EBITDA increased to SEK 156 M (122), equal to an EBITDA margin of 16.3 percent (12.6) Earnings per share for the period amounted to SEK SEK (-0.51) Eniro completed an extra loan repayment amounting to SEK 158 M Operating cash flow increased by SEK 91 M and amounted to SEK 13 M (-78) EVENTS DURING THE FIRST QUARTER Eniro, via the brand Kvasir Media, has launched the company s growth initiative in Media products Following indications from the Competition Authority, the Board of Directors of Eniro decided not to complete the acquisition of Eniro is launching a large number of downloads of Eniro för ipad, a new app for ipad Eniro appoints Sara Kullgren as new SVP Product & Service Development. FOLLOWING THE CLOSE OF THE PERIOD The objective of reporting revenue growth as of 2012 has been revised from that of reporting organic revenue growth to that of reporting total revenue growth that also includes the acquisition of De Gule Sider of Denmark. The aim that EBITDA in 2012 will be in line with the 2011 level stands firm. Eniro AB Gustav III:s Boulevard 40 Solna SE Stockholm Telephone: info@eniro.com Website: Corporate registration number:

4 ENIRO INTERIM REPORT JANUARY-MARCH 2012 COMMENTS FROM THE CEO Eniro improves its earnings compared with the year-earlier period at the same time as the company s financial position continues to strengthen. The trend in online was positive during the quarter. Eniro s cash flow continued to improve and is contributing to an additional strengthening of the company s financial position. During the quarter, an extra loan repayment of SEK 158 M was completed. During 2012, total repayments of approximately SEK 650 M will be implemented. The share of digital media revenues (excluding the Voice business) in relation to total operating revenues continues to increase and amounted to 77 percent at the end of the quarter (73). For the first time in many years, Eniro s total revenues are in line with the yearearlier period. The comprehensive work that has been conducted to adapt the operation to changed search behavior is beginning to generate results and Eniro is continuing to shift its offering towards growing media channels. Gratifyingly, the revenue streams Online/mobile and Media products are displaying a positive organic trend. In Online/mobile, revenues increased organically by 2 percent while Media products grew 14 percent. Organically, however, total revenues continued to decline during the first quarter. The difference between total revenues and the organic development is accounted for by directory revenues brought forward, as well as the acquisition of De Gule Sider of Denmark. The slightly lower level of prepaid revenues as we left the preceding year also impacted revenues during the first quarter. Implementation of the acquisition of De Gule Sider in Denmark is proceeding as planned. In addition to a direct revenue contribution of SEK 23 M in the quarter, the acquisition has contributed to the creation of revenue synergies in Eniro s Danish operations. The assessment is that De Gule Sider will generate revenues of some SEK 100 M in 2012, resulting in a positive EBITDA of more than SEK 10 M. declined 11 percent. Nevertheless, the operation s profitability continues to improve, in part as a result of price increases implemented during the spring and autumn of 2011 and in part because of improved efficiency. A strategic activity is under way to develop and increase revenues from services whereby Eniro acts as a supplier of services on behalf of a third party. During the quarter, Eniro continued to focus and concentrate operations. A decision was taken to further pursue Eniro Deals via a third-party solution. The reason is to create increased traffic for the service, while enabling greater in-house focus on core business. The company has divested the proprietarily developed Buy & Sell service that was formerly operated from eniro.se. These two events have had a marginal financial impact, but have instead more clearly indicated the direction of the company. Earnings for the quarter improved significantly. EBITDA rose 34 M in the quarter to SEK 156 M. Costs were reduced by SEK 67 M compared with the year-earlier period and the target of achieving total savings of SEK 200 M during 2012 stands firm. SOLNA, APRIL 25, 2012 JOHAN LINDGREN PRESIDENT AND CEO The market for directory assistance services demonstrated an increased rate of decline during the first quarter compared with before. Smartphone penetration continues to rise, which is resulting in lower call volumes. Organic revenues 2

5 ENIRO INTERIM REPORT JANUARY-MARCH 2012 SIGNIFICANT EVENTS DURING JANUARY-MARCH 2012 March 2012 Eniro makes an extra repayment of SEK 158 M on its loans As a feature of its expressed ambition of continuing to reduce the company s net indebtedness, Eniro made an extra loan repayment of SEK 158 M. Generated cash flow was used for the repayment. March 2012 Eniro launches new ipad-app with a focus on maps Eniro launches Eniro for ipad, a new product for local searches via ipad. March 2012 Sara Kullgren new SVP Group Product & Services Eniro has appointed Sara Kullgren as new Senior Vice President Product and Services. Sara joins Eniro from Oriflame, where she was Regional Director of EMEA North and Head of Swedish operations. March 2012 Eniro launches the results of a comprehensive brand project For the first time in 134 years, Eniro has implemented a comprehensive qualitative and quantitative brand project. The project provides Eniro with excellent understanding of its users, the pattern of their search behavior and the aspects of Eniro s product and service delivery that they value. February 2012 Eniro not to complete acquisition of Due to the decision by the Swedish Competition Authority to initiate an in-depth investigation of Eniro s intended acquisition of as well as indications received from the Competition Authority during the course of the process, the Board of Directors of Eniro decided not to complete acquisition. February 2012 Nominations to Eniro s Board of Directors The Nomination Committee, comprising Mikael Nordberg, representing Danske Invest Fonder, Philip Wendt, representing Länsförsäkringar Fondförvaltning AB, Sven Zetterqvist, Skandia Livförsäkring, Marianne Nilsson, Swedbank Robur funds, and Lars-Johan Jarnheimer, Chairman of the Eniro Board, completed its work prior to the 2012 Annual General Meeting. The Nomination Committee proposes reelection of all members, with the exception of Harald Strømme who had declined reelection. The Nomination Committee proposes Leif Aa. Fredsted, Chairman of the Board and COO of Starcom Nordic, as a new Board member. January 2012 Eniro launches Kvasir Media Eniro, via the brand Kvasir Media, has launched the company s growth initiative in Media products FOLLOWING PERIOD-END April 2012 Eniro adjusts revenue forecast while EBITDA forecast stands firm The objective of reporting revenue growth as of 2012 has been revised from that of reporting organic revenue growth to that of reporting total revenue growth that also includes the acquisition of De Gule Sider of Denmark. The aim that EBITDA in 2012 will be in line with the 2011 level stands firm. April 2012 Eniro streamline operations As a feature of the continued streamlining and concentration of operations, and to increase to the service, Eniro has decided that Eniro Deals will forthwith be pursued via a third-party solution. At the same time, the company agreed to the sale of its Buy & Sell service. 3

6 ENIRO INTERIM REPORT JANUARY-MARCH 2012 FIRST QUARTER OF 2012 Total revenues for the quarter were in line with the year-earlier period. The organic trend remained negative. EBITDA improved significantly while cash flow was strengthened. REVENUES Total operating revenues amounted to SEK 959 M (966), down 0.7 percent. The acquisition of De Gule Sider of Denmark, which was consolidated at the end of 2011, made a positive contribution of SEK 23 M (0) to revenues. The first quarter of 2011 included revenues of SEK 9 M from divested operations. Organically, revenues declined 8 percent during the quarter. Transferred publication dates had a positive impact on total revenues in the quarter. In 2011, these directories had a value of SEK 51 M. The organic trend per revenue category during the first quarter was 2 percent for Online/mobile, -30 percent for Print, 14 percent for Media products and -11 percent for Voice. The share of digital media revenues continued to increase and during the first quarter accounted for 77 percent of consolidated total revenues, excluding Voice. RESULTS EBITDA increased 28 percent in the quarter to SEK 156 M (122). The margin in the quarter was 16.3 percent (12.6). Adjusted EBITDA, excluding restructuring costs and other items affecting comparability, amounted to SEK 160 M (134). The operation in Poland reported EBITDA of SEK -14 M (-19). COST SAVINGS The cost-savings program is proceeding as planned and total operating costs were SEK 67 M lower than during the year-earlier period, adjusted for divested operations, exchange-rate effects and third-party costs resulting from the strategic shift in the revenue mix towards increased revenues from third-party partnerships. Accordingly, of the total target of SEK 200 M for cost savings in 2012, SEK 67 M was realized in the first quarter. Revenue and results SEK M / Jan-Mar Jan-Mar % Apr-Mar Jan-Dec % Operating revenues EBITDA Net income n.m n.m Operating cash flow n.m Total operating cost Interest-bearing net debt REVENUES, Q SEK 959 M EBITDA, Q SEK 156 M GROUP REVENUES BY CATEGORY, Q1 2012, % Online/mobile Print Media products Other products Voice GROUP REVENUES BY COUNTRY, Q1 2012, % 7 5 Sweden Norway 30 Denmark Finland Poland 4

7 ENIRO INTERIM REPORT JANUARY-MARCH 2012 Revenues by category * 2011/12 * 2011* SEK M Jan-Mar Jan-Mar % Apr-Mar Jan-Dec Total revenues Directories Online/mobile Print Media products Other products Voice Revenue by category, organic % * 2011/12 * 2011* Jan-Mar Jan-Mar Apr-Mar Jan-Dec Total organic development n.a. -11 Directories n.a. -13 Online/mobile 2-2 n.a. 2 Print n.a. -33 Media products n.a. 7 Other products n.a. -18 Voice n.a. -5 Revenues by country * 2011/12 * 2011* SEK M Jan-Mar Jan-Mar % Apr-Mar Jan-Dec Total revenues Sweden Norway Denmark Finland Poland EBITDA by revenue area * 2011/12 * 2011* SEK M Jan-Mar Jan-Mar % Apr-Mar Jan-Dec Total EBITDA Directories Voice Other n.m of which items affecting comparability Restructuring costs Other items affecting comparability Total adjusted EBITDA * Restated comparison year in accordance with new accounting principle regarding pensions 5

8 ENIRO INTERIM REPORT JANUARY-MARCH 2012 DIRECTORIES The revenue stream Directories encompasses Eniro s search services in the channels Online/mobile, printed products within Print and search-word optimization, sponsored links, videos, websites, banners and displays, which constitute the revenue category Media products. ONLINE/MOBILE The principal revenue sources within Online/mobile are the main sites and mobile apps eniro.se in Sweden, gulesider.no in Norway, krak.dk in Denmark and panoramafirm.pl in Poland. Online/mobile accounts for 53 percent of the Group s total operating revenues. REVENUES Operating revenues for Online/mobile in the first quarter amounted to SEK 513 (479), up 7 percent. The acquisition of De Gule Sider, which was consolidated in Eniro at the end of December 2011, contributed SEK 23 M. De Gule Sider is expected to have sales of approximately SEK 100 M during full-year 2012 and to generate a positive EBITDA of more than SEK 10 M. Organically, revenues increased 2 percent. The share of digital media revenues in relation to Eniro s total revenues continues to increase, which positively impacted the share of prepaid revenues in the balance sheet at the close of the first quarter of DEVELOPMENT/ACTIVITIES During the quarter, Eniro launched a new product for local searches for ipad, called Eniro for ipad. The app has been downloaded more than 110,000 times in Sweden, Norway and Denmark. The point of departure for the new app is the user s geographical position in order to provide the best possible search results in the neighborhood. Eniro continued with its strategy of streamlining operations during the quarter. As a feature of this program, the company s Buy & Sell service was sold to 203Webgroup. The divestment will have no financial impact. REVENUES SEK 513 M ORGANIC REVENUE TREND 2% ONLINE/MOBILE SEK M Jan-Mar Jan-Mar Operating revenues Revenue trend (%) Organic trend (%) 2-2 SHARE OF GROUP REVENUES Q1 2012, % 53 Online/mobile Other 6

9 ENIRO INTERIM REPORT JANUARY-MARCH 2012 PRINT Eniro s printed products, directories and guides continue to account for a significant portion of Group revenues despite a decline in the share. Print accounts for a total of 18 percent of the Group s operating revenues. REVENUES Operating revenues for Print in the first quarter amounted to SEK 172 M (189), down 9 percent. Revenues declined organically by 30 percent. The transferred publication dates for these directories amounted to SEK 51 M at 2011 values. Of total print revenues, approximately 30 percent comprises local directories, a percentage that continues to rise. DEVELOPMENTS/ACTIVITIES At year-end, a decision was made to combine the Norwegian regional directory, Gule Sider, with the local directory, Ditt Distrikt. Following the merger of these directories, Gule Sider will become a dedicated online brand. The merging of the directories is proceeding as planned and the last Gula Sider directory is being printed in spring The conversion will result in improved cost efficiency and a more attractive product. The selling-in of Ditt Distrikt, the only remaining printed product in Norway, is exceeding expectations. The selling-in of this year s directories, which are being produced in a more user-friendly pocket format, is currently proceeding in all markets. In addition to changes to the appearance, the offering has been simplified through an easier to understand price and advertising structure, while cost-efficient selling-in via was successfully implemented. In Denmark, Mostrup s regional titles are currently being merged into a fewer number of directories that cover the country s municipal divisions. Work is under way on revising the directories and titles for which Eniro acquired the rights through its acquisition of De Gule Sider in Denmark. A review of the customer structure in the two companies is taking place parallel to this. A conversion and publication strategy will be decided on in spring REVENUES SEK 172 M ORGANIC REVENUE TREND -30% PRINT SEK M Jan-Mar Jan-Mar Operating revenues Revenue trend (%) Organic trend (%) SHARE OF GROUP REVENUES Q1 2012, % 18 Print Other 82 7

10 ENIRO INTERIM REPORT JANUARY-MARCH 2012 MEDIA PRODUCTS The establishment of Media Products represents a shift toward the growth areas of the media markets. Services are marketed under the brands Kvasir Media in Sweden and Norway and under Krak Media in Denmark. The Media Products revenue category accounts for 6 percent of the Group s total revenue. REVENUES Media Products operating revenues in the first quarter increased of 15 percent to SEK 54 M (47). Revenues increased 14 percent organically in the first quarter. The growth rate is expected to rise in the second half of the year. DEVELOPMENTS/ACTIVITIES Eniro Deals was received positively by both users and customers, but the financial effect has been limited. The market for Deals is highly fragmented and exposed to strong competition. The campaigns offered are largely service oriented since the discounts that characterize such services are high. As part of the strategy to increase volume and traffic to the services, Eniro has decided to centralize its operations and continue to pursue Eniro Deals through a third-party solution. Eniro has chosen to retain Deals in order to develop future customer-paid services. The concentration is expected to have a certain positive effect on Eniro s earnings. The establishment of a separate sales force that sells media products under the brands Krak Media Group in Denmark, Kvasir in Norway and Kvasir Media in Sweden is proceeding as planned and is expected to be fully staffed in the second quarter. A major focus is being placed on increasing subtransactions for sponsored links by cooperating with Google, strengthening our own content and developing other third-party partnerships. In addition to expanding the search-word business, work to retain and strengthen positions in the profitable displayadvertising service is under way. During the growth phase of this revenue stream, the margins are low. Margins are expected to increase when the operation achieves critical mass. REVENUES SEK 54 M ORGANIC REVENUE TREND 14% MEDIA PRODUCTS SEK M Jan-Mar Jan-Mar Operating revenues Revenue trend (%) Organic trend (%) SHARE OF GROUP REVENUES Q1 2012, % 6 Media products Other 94 8

11 ENIRO INTERIM REPORT JANUARY-MARCH 2012 VOICE Eniro provides information services by telephone and SMS in Sweden, Norway and Finland, and premium services such as route descriptions and restaurant-booking services. A contact center is also in operation in Finland. Voice accounts for 19 percent of the Group s total revenues. REVENUES Voice s operating revenues in the first quarter declined 11 percent to SEK 183 M (205). Organic revenues also declined 11 percent. There is no letting up in the general trend of declining volumes for calls and SMS traffic. One contributing factor is the continuing growth in the penetration of smartphones in all markets. The possibility of continuing to counteract the revenue loss with further price increases is deemed to be limited. EBITDA amounted to SEK 57 M (53), corresponding to an EBITDA margin of 31.1 percent (25.9). Earnings in the quarter were adversely impacted by a reduction in volume and by increased marketing aimed at maintaining the brands top-of-mind positions among users. The margin was positively affected by the price increases that were implemented during the spring and autumn of To maintain the best possible profitability in a declining market, Eniro is working continuously to adapt its production to the expected volume outcome. A continuous adaptation of fixed and semi-fixed costs is crucial. DEVELOPMENTS/ACTIVITIES In February, following indications received from the Swedish Competition Authority, Eniro s Board of Directors decided not to complete the acquisition of Eniro deemed that a continued review process would have involved an extended timeframe, which, when taking into consideration the fastchanging market for directory-information services, would have constituted an excessive risk. Eniro is working strategically to develop and increase revenues from services where Eniro acts as a supplier of services for third parties. REVENUES SEK 183 M ORGANIC REVENUE TREND -11% VOICE SEK M Jan-Mar Jan-Mar Operating revenues Revenue trend (%) Organic trend (%) EBITDA SHARE OF GROUP REVENUES Q1 2012, % Voice Other 9

12 ENIRO INTERIM REPORT JANUARY-MARCH 2012 RESULTS, CASH FLOW AND FINANCIAL POSITION EARNINGS Operating income for the first quarter was SEK 33 M (9). Net financial items amounted to SEK -89 M (+84) and were positively impacted by lower interest rates and exchange-rate losses of SEK 3 M (gain: 10), and positively impacted by lower indebtedness. Net indebtedness continued to decline during the quarter, which positively impacted interest costs. Income before tax for the first quarter was SEK -56 M (-75). Earnings per share amounted to SEK (-0.51). TAXES In the first quarter of 2012, the recognized tax cost was SEK +18 M (+24). As a result of considerable tax-loss carryforwards in Sweden, Denmark and Finland, Eniro is expected to have low tax costs in coming years. The underlying tax rate for the past twelve-month period was 20 percent (20). INVESTMENTS During the quarter, Eniro s net investments in business operations, including online investments, amounted to SEK 34 M (35). CASH FLOW Operating cash flow increased during the quarter to SEK 13 M (-78). Cash flow was positively impacted by improved working capital and earnings. Cash flow from financing activities was affected by repayment of credit facilities totaling SEK 158 M. FINANCIAL POSITION Existing credit facilities were refinanced on January 13, The terms for the new credit facilities are described on pages 74 to 75 of the 2011 Annual Report. The Group s interest-bearing net indebtedness amounted to SEK 3,515 M on March 31, compared with SEK 3,535 M on December 31, has been hedged at a fixed interest rate until August 2012, corresponding to approximately 48 percent of the facility. Eniro intends to pay off SEK 650 M of existing loans in 2012, of which approximately SEK 500 M comprises agreed loan payments and about SEK 150 M extra loan payments. SEK 150 M of the agreed loan payments will be paid by June 30 and an additional SEK 150 M by December 31, In addition to the above-specified payment, a payment of about SEK 200 M will be made in August pertaining to the financing of closed interest-rate swaps. The previously communicated extra loan repayment amounted to SEK 158 M and was paid in March in the quarter that has now closed. The loan payments during the year are expected to be made using generated cash flow. At the end of March 2012, Eniro had an unutilized credit facility of SEK 238 M. Cash and cash equivalents and unutilized credit facilities amounted to SEK 679 M. As of 2012, Eniro has chosen to exclude pension obligations from its definition of recognized net indebtedness. With the new definition, recognized net indebtedness will be somewhat lower and provide a fairer view of how net indebtedness is developing in accordance with the definitions of bank covenants. The change was communicated in March through a press release. The Group s indebtedness, expressed as interestbearing net debt in relation to EBITDA, excluding pension obligations and other items affecting comparability, amounted to 3.3 at the close of the first quarter, compared with 3.4 on December 31, In accordance with the announcement in the distributed press release in March, Eniro has chosen to exclude pension obligations from its definition of recognized net indebtedness from 2012 onwards. With the new definition, recognized net indebtedness will be somewhat lower and provide a fairer view of how net indebtedness is developing in accordance with the definitions of bank agreements. HOLDINGS OF TREASURY SHARES Following the completion of the share-match program, Eniro held 3,266 treasury shares at March 31. The average holding of treasury shares during the first quarter was 3,266. At the end of the period, the outstanding debt under existing credit facilities amounted to NOK 1,411 M, DKK 74 M and SEK 2,294 M. Of this facility, NOK 1,350 M and SEK 360 M 10

13 ENIRO INTERIM REPORT JANUARY-MARCH 2012 OTHER INFORMATION FORECAST FOR 2012 Operating revenues The objective of reporting revenue growth as of 2012 has been revised from that of reporting organic revenue growth to that of reporting total revenue growth that also includes the acquisition of De Gule Sider of Denmark. The aim that EBITDA in 2012 will be in line with the 2011 level stands firm. EBITDA The objective is to retain EBITDA in 2012 at the same level as in 2011, assuming a changed revenue mix and continued savings. Costs During 2012, total costs are expected to decline by an additional SEK 200 M, compared with The planned cost savings do not include effects of divestment and acquisition of operations, or the higher third-party costs that arose due to the strategic shift in the revenue mix towards higher revenues from third-party partnerships. Capital structure The target is to achieve net indebtedness in relation to EBITDA that does not exceed a multiple of three. Working capital The assessment is that working capital for full-year 2012 will amount to about zero. Dividend The reduction in net indebtedness will be assigned priority over dividend payments, in accordance with the aim of reducing net debt in relation to EBITDA. EMPLOYEES On March 31, 2012, the number of full-time employees was 3,424, compared with 3,626 on December 31, The number of employees by country is presented in the table below. Full-time employees at the end of the quarter Sweden, including Other Norway Denmark Poland Directories, including Other Sweden Norway Finland March 31 March Voice Group total ACCOUNTING POLICIES FROM 2012 This interim report was prepared in accordance with the International Financial Reporting Standards (IFRS), as recognized by the European Union (EU). A detailed description of the accounting policies that Eniro applies can be found in the 2011 Annual Report, with the exception of new and revised standards and interpretations adopted by the EU and which came into effect on January This interim report was prepared in accordance with IAS 34 Interim Financial Reporting. None of the new and amended IFRSs or IFRIC interpretations that became statutory in January 1, 2012 had any material impact on the consolidated financial statements. In accordance with the existing IAS 19, Eniro has discontinued applying the corridor method as of January 1, 2012 and recognizes actuarial gains and losses under other comprehensive income as they arise. Accordingly, accrual accounting of actuarial losses in operating income will cease. Actuarial losses at the beginning of 2011 amounted to SEK 226 M and the switch to new accounting policies has led to an increase in pension obligations in the balance sheet parallel to a reduction in shareholders equity. This affected operating income in 2011 by approximately SEK 40 M. The comparative year has been restated in this interim report in line with the changed accounting policies. A detailed description of the Group s accounting policies can be found on pages 64-67, Note 1, of the 2011 Annual Report. In accordance with the announcement in the distributed press release in March, Eniro has chosen to exclude pension obligations from its definition of recognized net indebtedness as of With the new definition, recognized net indebtedness will be somewhat lower and provide a fairer view of how net indebtedness is developing in accordance with the definitions of bank covenants. 11

14 ENIRO INTERIM REPORT JANUARY-MARCH 2012 PUBLICATION DATES Since revenues from the sale of printed directories are recognized when the various directories are published, changes in planned publication dates can affect comparisons. See the table below for the planned distribution between quarters and markets in The net impact on operating revenues in 2012 compared with 2011 is expected to be a positive SEK 33 M. Recognized revenue for these directories is expected to be lower in 2012 as a result of the structural decline in the market for printed products. Transferred publications in 2012 compared with 2011 SEK M Q1 Q2 Q3 Q Sweden Norway Denmark Poland Total effect RISKS AND UNCERTAINTIES Eniro has an annual process for conducting risk analysis, Enterprise Risk Management, which encompasses all parts of the business. Eniro strives to efficiently identify, evaluate and manage risks within the dimensions of industry and market risks, commercial risks, operating risks, financial risks, compliance risks linked to laws and regulations and financial reporting risks. ANNUAL GENERAL MEETING 2012 The 2012 Annual General Meeting is being held today April 25, 2012 at 3:00 p.m. in Näringslivets Hus (Wallenbergaren), Storgatan 19, Stockholm. The 2011 Annual Report was published on Eniro s website, on March 22, PROPOSED DIVIDEND The Board of Directors is proposing to the 2012 Annual General Meeting that no dividend be paid. The motion is in line with the company s objectives that net debt in relation to EBITDA is not to exceed a multiple of three. OTHER INFORMATION This report has not been examined by the company s auditors. The information in this interim report is such that Eniro AB (publ) is obliged to disclose pursuant to the Securities Market Act. This information was submitted for publication on April 25, 2012 at 8:00 a.m. CET. SOLNA, APRIL 25, 2012 JOHAN LINDGREN PRESIDENT AND CEO Refer to pages of the 2011 Annual Report for a detailed description of the factors that could affect Eniro s business, financial position and earnings. The principal risks and uncertainties facing the Group in 2011 were related to the impact of the general economy on demand, the transition from print to digital media, improved sales efficiency and the adaptation of fixed costs. The principal risks and uncertainties facing the Group in 2012 are related to the impact of the general economy on demand, the implementation of completed acquisitions, the development of the product portfolio and quality improvements in the database to secure increased customer and user satisfaction, and a sustained focus on sales efficiency. FOR FURTHER INFORMATION, PLEASE CONTACT: Johan Lindgren, President and CEO Tel: Mattias Lundqvist, CFO Tel: Cecilia Lannebo, Head of IR Tel: cecilia.lannebo@eniro.com PRESS AND ANALYST CONFERENCE Conference call / webcast Wednesday April 25, :00 a.m. Sweden: +46 (0) UK: +44 (0) WEBCAST Follow the presentation by webcast at FINANCIAL CALENDAR 2012/2013 Interim report Jan-Mar 2012 Apr 25, 2012 Annual General Meeting 2012 Apr 25, 2012 Interim report Jan-Jun 2012 Jul 13, 2012 Interim report Jan-Sep 2012 Oct 25, 2012 Interim report Jan-Dec 2012 Feb 7, 2013 Interim report Jan-Mar 2013 Apr 25, 2013 Annual General Meeting 2013 Apr 25, 2012 Interim report Jan-Jun 2013 Jul 16, 2013 Interim report Jan-Sep 2013 Oct 23,

15 ENIRO INTERIM REPORT JANUARY-MARCH 2012 Consolidated Income Statement months months * 2011/12 * 2011* SEK M Jan-Mar Jan-Mar Apr-Mar Jan-Dec Operating revenues: Gross operating revenues Advertising tax Operating revenues Costs: Production costs Sales costs Marketing costs Administration costs Product development costs Other operating income/costs Impairment of assets Operating income** Financial items, net Income before tax Income tax Net income Earnings per share, SEK -0,38-0,51-1,71-1,84 Average number of shares, thousand ** Depreciations are included with ** Amortizations are included with ** Impairment are included with ** Depreciations are included with Operating cost EBITDA * Restated comparison year in accordance with new accounting principle regarding pensions Report of comprehensive income months months ** 2011/12 ** 2011** SEK M Jan-Mar Jan-Mar Apr-Mar Jan-Dec Net income Other comprehensive income Foreign currency translation differences Hedging of cash flow Hedging of net investments Actuarial gains/losses pension obligations Tax attributable to actuarial gains/losses Tax attributable to other components Other comprehensive income, net of income tax Total comprehensive income

16 ENIRO INTERIM REPORT JANUARY-MARCH 2012 Consolidated balance sheet * 2011 * SEK M Mar. 31 Mar. 31 Dec. 31 Assets Non-current assets Tangible assets Intangible assets Deferred income tax assets Financial assets Total non-current assets Current assets Accounts receivable Current income tax receivables Other non-interest bearing receivables Other interest bearing receivables Cash and cash equivalents Total current assets TOTAL ASSETS Equity and liabilities Equity Share capital Additional paid in capital Reserves Retained earnings Total equity Non-current liabilities Borrowings Deferred income tax liabilities Pension obligations Provisions Other non-interest bearing liabilities Total non-current liabilities Current liabilities Accounts payable Current income tax liabilities Other non-interest bearing liabilities Provisions Borrowings Total current liabilities TOTAL EQUITY AND LIABILITIES * Restated comparison year in accordance with new accounting principle regarding pensions Interest-bearing net debt * 2011 * SEK M Mar. 31 Mar. 31 Dec. 31 Borrowings excluding derivatives Derivative financial instruments ** Other current interest bearing receivables Cash and cash equivalents Interest-bearing net debt incl. interest rate swaps Less: market value interest swaps Interest bearing net debt * *included in financial assets (positive market value) and borrowings (negative market value) 14

17 ENIRO INTERIM REPORT JANUARY-MARCH 2012 Changes in equity SEK M Share Capital Additional paid in capital Reserves Retained earnings Total equity Opening balance as per January 1, Restated in accordance with new accounting principle pensions Adjusted opening balance as per January 1, Total comprehensive income Closing balance as per March 31, Opening balance as per January 1, Total comprehensive income Closing balance as per March 31,

18 ENIRO INTERIM REPORT JANUARY-MARCH 2012 Cash flow statement months months * 2011/12 * 2011* SEK M Jan-Mar Jan-Mar Apr-Mar Jan-Dec Operating income before interest and taxes Depreciations, amortizations and impairment Other non-cash items Financial items, net Income taxes paid Cash flow from current operations before changes in working capital Changes in net working capital Cash flow from current operations Aquisitions/divestments of group companies and other assets Purchases and sales of non-current assets, net Cash flow from investing activities Proceeds from borrowings Repayments of borrowings Share issue Cash flow from financing activities Cash flow Total cash and cash equivalents at beginning of period Cash flow Exchange difference in cash and cash equivalents Total cash and cash equivalents at end of period * Restated comparison year in accordance with new accounting principle regarding pensions Analysis of interest bearing net debt months months * 2011/12 * 2011* SEK M Jan-Mar Jan-Mar Apr-Mar Jan-Dec Opening balance Operating cash flow Acquisitions and divestments Share issue Translation difference and other changes Closing balance Net debt /EBITDA adjusted for other items affecting comparability, times 3,3 3,3 3,3 3,4 16

19 ENIRO INTERIM REPORT JANUARY-MARCH 2012 Key ratios * 2011 * Mar. 31 Mar. 31 Dec. 31 Equity, average 12 months, SEK M Return on equity, 12 months, % Interest-bearing net debt, SEK M Debt/equity ratio, times 1,17 1,19 1,17 Equity/assets ratio, % Interest-bearing net debt/ebitda, times 3,3 6,8 3,4 Net debt /EBITDA adjusted for other items affecting comparability, times 3,3 3,3 3,4 Average number full-time employees YTD Number of full-time employees on the closing date Number of shares on the closing date after deduction of treasury shares, 000s Key ratios per share * 2011 * Mar. 31 Mar. 31 Dec. 31 Equity per share, SEK 30,12 31,72 30,23 Share price, end of period, SEK 15,50 24,10 11,45 * Restated comparison year in accordance with new accounting principle regarding pensions Parent company Income statement SEK M Jan-Mar Jan-Mar Jan-Dec Revenues Earnings before tax Net Income Balance sheet * 2011 * SEK M Mar. 31 Mar. 31 Dec. 31 Non-current assets Current assets TOTAL ASSETS Equity Provisions Non-current liabilities Current liabilities TOTAL EQUITY AND LIABILITIES

20 ENIRO INTERIM REPORT JANUARY-MARCH 2012 FINANCIAL DEFINITIONS Return on equity (%) Net income divided by average shareholders equity multiplied by 100. Direct return (%) Dividend for the fiscal year divided by the share price at yearend multiplied by 100. Operating income Operating income after depreciation, amortization and impairment. EBITDA Operating income before depreciation, amortization and impairment. EBITDA-margin (%) EBITDA divided by operating revenues multiplied by 100. Equity per share Equity per share divided by the number of shares at year-end after redemption, repurchase and share issue. Average number of shares for the period Calculated as an average number of outstanding shares on a daily basis after redemption and repurchase. Average equity Based on average shareholders equity at the beginning and end of each quarter. Adjusted EBITDA EBITDA excluding restructuring costs and other items affecting comparability P/E-ratio Share price at year-end divided by earnings per share for the year. Earnings per share before tax Net profit before tax divided by average number of shares for the period. Interest -bearing net debt Interest-bearing liabilities plus interest-bearing provisions less interest bearing assets, excluding the market value of interestrate swaps. Interest -bearing net debt/ebitda Interest-bearing net debt divided by EBITDA. Operating revenues per share Operating revenues divided by the average number of shares for the year. Debt/equity ratio Interest-bearing net debt divided by shareholders equity. Equity /assets ratio (%) Shareholders equity divided by the balance sheet total multiplied by 100. Total operating cost Production, sales, marketing, administration, product and development costs excluding depreciation, amortization and impairment losses. Operating cash flow Cash flow from operations and cash flow from investments excluding company acquisitions/divestments. Organic growth The change in operating revenues for the year adjusted for currency effects, changed publication dates, acquisitions and divestments. 18

21 2

22 Press release April 25, 2012 Eniro s Annual General Meeting was held today in Stockholm. The Meeting re-elected Lars-Johan Jarnheimer as Chairman of the Board, as well as Fredrik Arnander, Cecilia Daun Wennborg, Ketil Eriksen and Thomas Axén as Members of the Board. Leif Aa. Fredsted was newly elected to the Board to replace Harald Strømme who declined reelection. In all other respects, the Meeting resolved in accordance with the motions. Eniro s CEO Johan Lindgren held an address, which is available in its entirety on Eniro s website, Disposition of the company s earnings The Annual General Meeting resolved, in accordance with the Board s motion, that no dividend be paid for the 2011 fiscal year and that the company s disposable funds instead be carried forward to the following year. Election of Board of Directors In accordance with the proposal that was presented by the Nomination Committee, it was resolved that Eniro s Board would continue to consist of six members and no alternates. According to the Nomination Committee s proposal, Lars-Johan Jarnheimer, Fredrik Arnander, Cecilia Daun Wennborg, Ketil Eriksen and Thomas Axén were re-elected as Board members to serve for the period until the end of the next Annual General Meeting, and Leif Aa. Fredsted was newly elected. Lars-Johan Jarnheimer was elected as Chairman of the Board for the period until the end of the next Annual General Meeting. Leif Aa. Fredsted, born in 1961, has worked for the Starcom Group since 2001, including eight years as CEO of Starcom Norway. Leif Fredstad is currently Chairman and COO of Starcom Nordic and has in-depth expertise of the media industry. Leif Aa. Fredsted owns no shares in Eniro. Remuneration of Board members It was resolved that the Board of Directors should receive total directors fees of SEK 3,650,000, of which SEK 1,100,000 to the Chairman of the Board and SEK 420,000 to other Board members elected by the Annual General Meeting, SEK 150,000 to the Chairman of the Audit Committee and SEK 75,000 to the four other members of the company s committees. Amendment of the Articles of Association The Annual General Meeting resolved in accordance with the motion concerning two amendments of the Articles of Association. The first amendment is to make it possible to elect the Company s auditor for a period in office of one year and the second amendment is to make it possible to hold the Annual General Meeting at the Company s head office in Solna.

23 Election of auditors In accordance with the Nomination Committee s proposal, the Annual General Meeting resolved to elect the authorized accounting company PricewaterhouseCoopers AB as the Company s auditor until the close of the next Annual General Meeting. Guidelines for remuneration of senior executives The Meeting resolved in accordance with the proposed remuneration principles for senior executives, which are partly revised in relation to the guidelines for remuneration that were adopted at the Annual General Meeting in The principal difference is that senior executives are to be given a choice between two alternatives. The Meeting also approved that senior executives receive variable remuneration in the form of synthetic shares, representing part of one of the choices for variable remuneration. The variable remuneration model involving synthetic shares (50-percent variable salary in cash, 50-percent variable salary in synthetic shares) was adopted at the 2010 Annual General Meeting to apply for a three-year period, meaning until the 2012 fiscal year. The intention of the guidelines for remuneration of senior executives is for Eniro to offer market-based remuneration that makes it possible for Eniro to both recruit and retain these individuals within the Eniro Group. Establishment of Nomination Committee The Meeting resolved that a Nomination Committee should be established using the same procedure as in the preceding year, meaning that the Chairman of the Board is to contact the four largest shareholders on the last bank day in August. Each of the four largest shareholders is to be offered the possibility to appoint a representative to constitute the Nomination Committee together with the Chairman of the Board until such time as a new Nomination Committee has been appointed. Unless the members agree otherwise, the Chairman of the Nomination Committee will be the member who represents the largest shareholder in terms of voting rights. The composition of the Nomination Committee is to be announced in a separate press release issued as soon as the Nomination Committee has been appointed and not later than six months prior to the Annual General Meeting. For more information, please contact: Katarina Lindgren, CLO, Tel: Cecilia Lannebo, Head of Investor Relations, Tel: , cecilia.lannebo@eniro.com The information is such that Eniro AB (publ) is required to disclose in accordance with the Swedish Financial Instruments Trading Act and/or the Swedish Securities Market Act. Eniro is the Nordic region s largest search company. Both consumers and companies can use Eniro s services to easily locate sales outlets for services and products of interest, regardless of whether the channel is the Internet, a directory or a mobile phone. Advertisers can actively market themselves to interested consumers, thus finding new customers and increasing their sales. Better search means better business. Eniro has 3,600 employees in the Nordic region and Poland, and has been listed on Nasdaq OMX Stockholm since In 2011, revenues amounted to SEK 4,323 M, with EBITDA of SEK 991 M. The head office is located in Stockholm. Read more about Eniro at

24 3

25 Sida 1 av Home > Press releases NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, WITHIN OR TO AUSTRALIA, HONG KONG, JAPAN, CANADA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, USA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OF THIS PRESS RELEASE WOULD BE ILLEGAL OR REQUIRE REGISTRATION OR OTHER MEASURES. THIS IS A TRANSLATION OF THE ORIGINAL SWEDISH LANGUAGE PRESS RELEASE AND, IN THE EVENT OF A DISPUTE, THE ORIGINAL SWEDISH LANGUAGE PRESS RELEASE SHALL PREVAIL Eniro repays debt and makes a SEK 150 M capital gain -substantial improvement of financial key ratios Stockholm, May 7, 2012 Press release(pdf) The early repayment is proposed to be financed by a SEK 400 M issuance of preference shares of Eniro. Subscription undertakings have been obtained for the whole issue amount. In total approximately SEK 1.2 billion of Eniro s bank debt will be repaid during 2012 Through the transaction, Eniro s financial position, earnings and cash flow will be improved. In brief, the transaction entails that: The early repayment will generate a capital gain in the amount of approximately SEK 150 M The previously announced plan to reduce net debt by SEK 650 M during 2012 will be expanded by approximately SEK 540 M to about SEK 1.2 billion over the course of 2012 Net debt in relation to EBITDA will be reduced to below 3.0, which entails a reduction in the interest margin in the loan agreement by 0.75 percentage points Eniro s Board of Directors proposes an authorization to issue preference shares in the amount of SEK 400 M. The issuance of shares requires the approval of a general meeting of shareholders. Subscription undertakings are agreed for the whole issue amount, however the public including existing shareholders in the Company are offered to subscribe for preference shares, and existing shareholders may be granted priority in connection with allotment The dilution for existing shareholders amounts to approximately 1 percent of the share capital and of 0.1 percent of the voting rights Shareholders representing 36,5 percent of the shares of the Company have announced that they are in favor of the transaction. I am delighted that we have managed to achieve a proactive solution entailing that Eniro s net debt will be reduced by an additional approximately SEK 540 M. The transaction makes a positive contribution to strengthening Eniro s financial position, while bolstering the Company s earnings and cash flow. By financing repayment of a loan at a discount, through a preference share structure, we meet the interests both of the Company s current shareholders and the banks, explains Johan Lindgren, President and CEO of Eniro. Eniro AB (publ) ( Eniro or the Company ) has agreed with one of the parties in the consortium with which the Company has concluded a loan agreement on early repayment, at a discount, of the outstanding receivable ( the Repayment ). For the purpose of financing the Repayment, Eniro s Board has decided to propose that an Extraordinary General Meeting of shareholders be convened to authorize the Board to decide on a directed issue of preference shares ( the Share Issue ) combined with other requisite resolutions ( the Transaction ). Primary terms and conditions for the preference shares: Issue price: SEK 400 per preference share The Share Issue will be targeted at institutional investors and the public in Sweden, including Eniro s current shareholders The preference shares will provide priority to a predetermined amount ( Preferential Dividend ) that will increase over time (initially SEK 48 annually per preference share) with quarterly payment (provided that the general meeting of shareholders approves a dividend)

26 Sida 2 av Any unpaid dividend will be accumulated and supplemented by an annual interest rate of 20 percent ( Withheld Amount ) Following a resolution by a general meeting of shareholders, the preference shares may be redeemed at a predetermined redemption amount (initially SEK 560 per share), which will decline over time to SEK 480 per share, with a supplement for any Withheld Amount. Background and reasons By means of enhanced product quality and a keen focus on user value, Eniro strengthened its position as the leading player in local search in the Nordic region during the 2011 fiscal year. As a feature of efforts to meet changing search behavior, the Company s offering has been broadened to meet user and customer requirements in the channel in which they wish to be searchable, irrespective of whether the channel is a digital/mobile presence or a presence, profiling and ranking in printed media. Over the course of the year, Eniro steadily shifted its position to growth areas in the media market. This was achieved by streamlining, concentrating and distinctly defining operations. The completed organizational changes contributed both to improved efficiency and increased cost savings. The negative revenue trend in recent years due to the ongoing transition from print to online and mobile has leveled out and the proportion of digital-derived revenue (excluding Voice) in relation to Eniro s total revenue is now 69 percent. As a result of cost savings, Eniro has succeeded in maintaining favorable earnings despite the lower income base. EBITDA for 2011 totaled SEK 991 M (605). For 2012 and including a change in revenue mix and continuing cost savings the aim is to maintain EBITDA at the 2011 level and to prioritize a continuing reduction in net debt. From January 1, 2011 through March 31, 2012, net debt was reduced by some SEK 436 M, meaning from SEK 3,951 M to SEK 3,515 M. In addition to the planned loan repayments of SEK 650 M in 2012, including the SEK 158 M repaid as of March 31, 2012, Eniro has entered into an agreement regarding the Repayment on terms mutually commercially beneficial. The repayment would mean that, as a result of the Transaction, Eniro s previously announced plan to reduce its net debt would be expanded by approximately SEK 540 M to a total reduction in net debt during 2012 by approximately SEK 1.2 billion. Since the repayment will be done in advance at a discount, Eniro has arrived at the assessment that this move is an attractive business opportunity both for the Company and its shareholders, because the capital base, cash flow and net income would be strengthened while financial and operational flexibility would simultaneously be improved. In order to finance the repayment, the Board proposes a new directed issue of preference shares. The banks in the consortium are positive to the move and have confirmed in writing that such an early, targeted repayment is acceptable. In addition, these banks have approved in advance Eniro s entitlement to pay a dividend on the proposed preference shares in line with the applicable terms and conditions, provided that this does not lead to delays in Eniro s payments pursuant to the loan documentation. The pro forma equity/assets ratio after the Transaction will be approximately 37 percent, with the net loan-to-value ratio at approximately 2.8x EBITDA and net indebtedness of about 80 percent. The Repayment in brief Eniro (and Eniro Treasury AB) have concluded an agreement (the Agreement ) with one of the parties in the bank consortium covering early repayment at a discount. In brief, the Agreement entails the following. Eniro is to repay the bank s share of the loan outstanding under the loan agreement concluded with the bank consortium. In addition to the repayment of SEK 540 M less the agreed discount, accrued interest, fees and similar expenses incurred on the loans that are to be repaid will be paid in full. The obligation to effect Repayment pursuant to the Agreement is conditional on the fulfillment of certain conditions. The condition that is currently outstanding is that a general meeting of shareholders in Eniro resolves to approve the issuance of preference shares and that Eniro will ensure that sufficient proceeds are received to repay the particular loan in accordance with the Agreement. Unless Eniro, prior to August 31, 2012, has communicated that the conditions have been fulfilled, the Agreement will cease automatically, with the exception of certain standard clauses. In the Agreement, Eniro makes certain commitments that primarily entail that Eniro will take the actions required to ensure that repayment can be made in accordance with the Agreement. During a period of nine months from the date on which repayment is made, Eniro also undertakes not to purchase loans from any other creditor or make any voluntary repayment of other loans if this is effected at a nominal amount or at a discount that is lower than the discount granted under the Agreement. If Eniro fails to meet these commitments, the Company must compensate the bank. Extraordinary General Meeting of Shareholders Because the Share Issue requires the approval of an Extraordinary General Meeting of shareholders, Eniro s Board has decided to convene an Extraordinary General Meeting to be

27 Sida 3 av held on June 7, 2012 to make the requisite decisions pursuant to the Share Issue. The official notification of the Meeting has been publicized at the same time as this press release. The Board proposes that the Extraordinary General Meeting pass resolutions concerning (i) amendments of the Articles of Association in order to permit, inter alia, the introduction of a new type of share, named preference shares, and to regulate the priority rights of the preference shares to the distribution of profits; (ii) authorization of the Board to undertake issuance of the shares; and (iii) an extra distribution of profits to enable, pursuant to the Articles of Association, the payment of dividends on preference shares already during Shareholders representing 36,5 percent of the shares of the Company have announced that they are in favor of the Transaction. For further information, refer to the official notice of the Extraordinary General Meeting. The complete proposals for approval and accompanying documents ahead of the Extraordinary General Meeting will be available on Eniro s website, no later than May 16, Directed issue of preference shares to finance the early Repayment No more than 1,000,000 preference shares, at an issue price of SEK 400 each, will be issued through the Share Issue, entailing total proceeds in a maximum amount of SEK 400 M before issue expenses. Disapplying the priority rights of existing shareholders, the share issue will be targeted at institutional investors and the public in Sweden, including Eniro s current shareholders. The reason for disapplying the shareholders priority rights is to attract investors of institutional character for whom the new preference shares should prove particularly suitable, since they have the character of a debt instrument; as well as offering shareholders and the public the opportunity to subscribe for shares and to permit appropriate, regular and liquid trading on the NASDAQ OMX Stockholm exchange. The offer to subscribe for preference shares is planned to comprise 1,000,000 preference shares and to be divided into two parts: one offer to the public in Sweden (the Public Offer ) including Eniro s existing shareholders which is planned to comprise 250,000 preference shares in total, and an institutional offer (the Institutional offer ) which is planned to include 750,000 preference shares. A consortium of investors of institutional character (the Consortium ) 1 has in advance undertaken, in relation to the Company, to together subscribe for 750,000 preference shares, corresponding to an amount of SEK 300 M. In addition, Carnegie Investment Bank AB (publ), ( Carnegie ) has undertaken, in relation to the Company, to guarantee 250,000 preference shares, corresponding to an amount of SEK 100 M. Thus, there are undertakings corresponding to a full subscription in the Share Issue agreed in advance. There have been no particular securities for the discharge of the undertakings. Neither the Consortium nor Carnegie is entitled to any fee or remuneration for their respective undertakings. The undertakings are conditional upon that no new material circumstance occurs, which would have a material negative effect on the Company s financial position. As regards allotment of the preference shares, a maximum amount of SEK 300 M is planned to be allotted to investors in the Consortium, pro rata, in relation to their respective undertakings under the Institutional offer. However, this allotment may be reduced, in whole or in part, depending on such factors as interest among current shareholders in Eniro within the framework of the Public offering and that preconditions for an appropriate trading in the preference shares at NASDAQ OMX Stockholm may be established. As a result of the Share Issue, Eniro s share capital will increase by a maximum amount of SEK 25,000,000. It is proposed that one preference share provide entitlement to one-tenth of a vote. A maximum of 100,000 votes will be added, corresponding to about 0.1 percent of the number of votes following the completion of the Share Issue. Accordingly, dilution for existing shareholders will be minimal. Due to the proposed conditions for the preference shares, the preference shares will have an interest-bearing character, with a rising return after the 2017 Annual General Meeting, while the Company is entitled at any time to redeem all or portions of the preference shares following a resolution by a general meeting of shareholders. As a result, the preference shares may be viewed as interest-bearing subordinated perpetual capital, which, for accounting purposes, will be recognized as shareholders equity. Due to the conditions underlying the preference shares, there are definite incentives for the Company to redeem the preference shares, since the redemption amount will decrease after the 2015 Annual General Meeting, at the same time as the Preferential Dividend will increase from However, Eniro will not exercise this possibility as long as the current credit facility prevails, since Eniro prioritizes repayments of this facility as part of efforts to reduce interest-bearing liabilities. In practice, this means that the Transaction entails that the interest-bearing liability that is repaid in advance will be replaced with another instrument of an interest-bearing nature, at the same time as Eniro s shareholders equity is strengthened. Conditions for the preference shares in brief According to the Board s proposal concerning the Articles of Association, the preference shares have priority rights ahead of common shares to an annual dividend of SEK 48 per preference share ( Annual Dividend ) from the issue date to the first record date after the 2017 Annual General Meeting. From the first record date after the 2017 Annual General Meeting, the Annual

28 Sida 4 av Dividend is to increase each year by SEK 4 annually. The dividend requires support from a resolution passed by a general meeting of shareholders in this respect. The dividend will be paid each quarter, corresponding to ¼ (25 percent) of the Annual Dividend, which, for 2012 through the first quarter ahead of the 2017 Annual General Meeting, entails SEK 12 per preference share. The record dates for dividend payment will be January 31, April 30, July 31 and October 31 or the immediately preceding banking day should the record date fall during a weekend. The first record date for dividends is expected to be July 31, In other respects, the preference shares do not provide dividend rights. Each preference share provides entitlement to one-tenth of a vote compared with common shares. Should a general meeting of shareholders resolve not to pay a dividend or pay a dividend that is less than ¼ of the Annual Dividend per preference share during a quarter, the portion that is less than ¼ of the Annual Dividend per preference share is to be accumulated and supplemented with an interest rate of 20 percent until a full dividend is paid ( Withheld Amount ). No dividend is to be paid to holders of common shares before holders of preference shares receive a full dividend, including Withheld Amounts. Following a resolution passed by a general meeting of shareholders, the preference shares may be redeemed, in full or in part, at a price of SEK 560 each up to the 2015 Annual General Meeting and subsequently at a price of SEK 480 each, with a supplement in all cases for any Withheld Amount per preference share. In the event of Eniro s dissolution, such as liquidation or bankruptcy, the preference shares will have priority ahead of the common shares in an amount corresponding to the redemption amount calculated as above per preference share. Unaudited pro forma accounts effects of the Repayment and Share Issue The pro forma financial information presented below illustrates how the income statement and the cash flow statement for Eniro would have appeared had the Repayment and Share Issue been undertaken on April 1, 2011, and how the balance sheet would have appeared on March 31, 2012 had the Repayment and Share Issue occurred on this date. The pro forma balance sheet also considers the effects arising from the Repayment and Share Issue in the established pro forma income statement and cash flow statement. The pro forma financial information is designed solely to describe a hypothetical situation and has been drawn up only for the purpose of illustrating the information and is not meant to show the current financial position or the income statement resulting from operations had the Repayment or Share Issue been completed on the aforementioned dates, and neither does it present an actual financial position or operating earnings at some future date. The pro forma financial information has not been audited or reviewed and is based on unaudited financial information. The accounting policies applied are IFRS. The pro forma balance sheet is based on the new issue of a total number of 1,000,000 preference shares at an issue price of SEK 400 per share and on liabilities in a nominal amount of about SEK 540 M being repaid in an amount of approximately SEK 384 M. The pro forma financial information provided in this section should not be viewed as an indication of actual operating earnings and financial position that would have arisen had the Repayment and Share Issue been conducted during the relevant period. Neither should it be viewed as an indication of future operating earnings or financial position. Income statement pro forma April 1, 2011 March 31, 2012 Balance sheet, pro forma at March 31, 2012

29 Sida 5 av Interest-bearing net debt, pro forma at March 31, 2012 Cash flow statement, pro forma April 1, 2011 March 31, 2012 Key ratios, pro forma

30 Sida 6 av Ownership structure The number of shareholders at March 31, 2012 was 13,880. According to information available to the Company, the ten largest shareholders represented 49.8 percent of the share capital. The number of shares outstanding at March 31, 2012 was 100,180,740, of which 3,266 shares were held in treasury by Eniro. Indicative schedule, in brief 7 May: Notice of Extraordinary General Meeting in Eniro is published 16 May: Complete list of proposals for the Extraordinary General Meeting is published 7 June: Extraordinary General Meeting in Eniro is held around 8 June: The Board resolves on the Share Issue backed by the authorization of the Extraordinary General Meeting, after the authorization has been registered with the Swedish Companies Registration Office around 11 June: Prospectus regarding the Preference Shares is announced around June: Subscription period for new preference shares in the Share Issue July: Repayment is implemented

31 Sida 7 av Press and analyst conference A press conference for journalists and analysts will be held today, Monday, May 7 at 10:00 a.m. at Carnegie s headquarters, in Carnegie Hall, Regeringsgatan 56, Stockholm, Sweden. Questions can be asked via the webcast, where the presentation material can be followed. The webcast can also be viewed after the event. To participate in the teleconference and thus ask questions, please call one of the following numbers: SE: +46 (0) or UK: +44 (0) The presentation will be held in Swedish and a webcast will be aired on Eniro s website, where you can also view and listen to the conference after the event. Financial and legal advisors Carnegie Investment Bank AB (publ) serves as the financial advisor to Eniro and Gernandt & Danielsson Advokatbyrå KB provides legal counsel. For more information, please contact: Johan Lindgren, President and Chief Executive Officer, Tel: +46 (0) Mattias Lundqvist, CFO, Tel: +46 (0) Cecilia Lannebo, Head of Investor Relations, Tel: , cecilia.lannebo@eniro.com This Press Release contains information that Eniro AB (publ) is required to disclose in accordance with the Swedish Financial Instruments Trading Act and/or the Swedish Securities Market Act. The information was submitted for publishing at a.m. on 7 May 2012 Eniro is the Nordic region s largest search company. Both consumers and companies can use Eniro s services to easily locate sales outlets for services and products of interest, regardless of whether the channel is the Internet, a directory or a mobile phone. Advertisers can actively market themselves to interested consumers, thus finding new customers and increasing their sales. Better search means better business. Eniro has 3,600 employees in the Nordic region and Poland, and has been listed on Nasdaq OMX Stockholm since In 2011, revenues amounted to SEK 4,323 M, with EBITDA of SEK 991 M. The head office is located in Stockholm. Read more about Eniro at 1 The Consortium includes: Anders Ström Asset Management Ltd, Martin Bjäringer, Case Fair Play, Case Investment AB, Eikos AB, Erik Mitteregger Förvaltnings AB, Fastighetsaktiebolaget Granen, Gladiator, Hajskäret Invest AB, MGA Placeringar AB, Erik Mitteregger, Mats Nilsson, Originat AB, Staffan Persson, Ram One and Zimbrine Holding Print this page

32 4

33 The English text is an unofficial translation of the Swedish original and in case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail. This is not legal document. Extraordinary General Meeting of Eniro AB (publ) The shareholders of Eniro AB (publ) are hereby convened to an Extraordinary General Meeting June 7, 2012, 10 a.m. (CET) at Carnegie, Regeringsgatan 56, Stockholm. The premises will open at a.m. (CET).

34 NOTIFICATION OF EXTRAORDINARY GENERAL MEETING The shareholders of Eniro AB (publ), , ("Eniro" or the "Company") are hereby convened to an Extraordinary General Meeting of the shareholders of the Company to be held on June 7, 2012, at a.m. (CET) at the head office of Carnegie Investment Bank, Regeringsgatan 56, Stockholm, Sweden. The premises will open at 9.30 a.m. (CET). REGISTRATION Shareholders who wish to participate in the Extraordinary General Meeting must: Firstly Secondly be recorded in the share register maintained by Euroclear Sweden AB on May 31, 2012, and give notice to the Company of their intention to participate in the Extraordinary General Meeting by no later than 4.00 p.m. (CET) on May 31, 2012, by writing to Eniro s Extraordinary General Meeting, Box 7832, SE Stockholm, Sweden; telephoning +46 (0) ; or registering at Notice must also be given of the number of advisors (maximum two) who will be accompanying the shareholder. The shareholder and any advisors 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 31, 2012 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 Extraordinary General Meeting. REPRESENTATIVE AND PROXY FORM A shareholder not present in person at the General Meeting may exercise his or her voting rights through a representative with a written and dated proxy form, signed by the shareholder. Unless a proxy form provides for a specified period of validity, it will be valid for a period of one year from its execution. A proxy form may provide for a longer period of validity, although not longer than five years from issue. The Company provides the shareholders with proxy forms. Proxy forms can be obtained from the Company at the Company s Head Office, on the Company s website, or ordered by phone +46 (0) In ample time prior to the Extraordinary General Meeting, the original proxy form should be submitted to the Company at: Eniro s Extraordinary General Meeting, Box 7832, SE Stockholm, Sweden. Representatives of corporate or other non-natural persons must also submit a certified copy of the certificate of registration or equivalent authorisation documents. Please note that a proxy form is not valid as notice of participation in the Extraordinary General Meeting. A separate notice of participation in the Extraordinary General Meeting must be given even where a shareholder wishes to be represented by proxy. INFORMATION ABOUT THE NUMBER OF SHARES AND VOTES The total number of shares in the Company as of the date of this notification is 100,180,740. Each share carries one vote. The Company holds 3,266 treasury shares, which do not carry the right to vote at the General Meeting.

35 SHAREHOLDERS RIGHT TO REQUEST INFORMATION At the General Meeting, a shareholder may require the Board of Directors and the CEO to provide information in accordance with Chapter 7 Section 32 of the Swedish Companies Act. MATTERS AND PROPOSED AGENDA 1. Opening of the General Meeting. 2. Election of the chairman of the General Meeting. 3. Preparation and approval of the voting list. 4. Approval of the agenda. 5. Election of two persons to verify the minutes. 6. Determination of whether the General Meeting has been duly convened. 7. Resolutions regarding the issue of preference shares including resolutions about: A. amendment of the Articles of Association (introduction of a new class of shares preference shares) B. authorisation for the Board of Directors to resolve upon a new issue of preference shares C. payments of dividends on preference shares 8. Closing of the General Meeting. PROPOSED RESOLUTIONS Election of the chairman of the General Meeting (Item 2) The Nomination Committee proposes Mr. Dick Lundqvist, Attorney at Law, as chairman of the General Meeting. Resolutions regarding a new issue of preference shares (Item 7) Information regarding the Board of Directors proposal as stated in relation to Item 7 The Items 7A 7C are to be considered as one proposal and are therefore to be approved together in one resolution of the General Meeting. 7A The Board of Directors proposal concerning the resolution to amend the Articles of Association To enable the creation of a new class of shares, the Board of Directors proposes that the General Meeting resolves on the addendums to the Articles of Association as stated below. In 4 Share Capital, the following addendum is proposed (after the first existing paragraph): It shall be possible to issue two classes of shares, ordinary shares and preference shares. Ordinary shares shall have one (1) vote per share. Preference shares shall have one tenth (1/10) of a vote per share. Ordinary shares may be issued up to an amount corresponding to the highest number of shares permitted by these Articles of Association. Up to 1,000,000 preference shares may be issued. In the event that the company decides to issue new shares of more than one class, by a cash issue or a set-off issue, holders of ordinary shares and preference shares shall carry pre-emption rights to such new shares pro rata to their existing shareholding in that class (Primary Preferential Right). Shares not subscribed for on the basis of Primary Preferential Rights shall be offered for subscription to all shareholders (Secondary Preferential Right). If the number of shares offered is insufficient for subscription demand based on Secondary Preferential Rights, the shares shall be distributed among the

36 subscribers pro rata to the total number of shares in the company already held by them, regardless of whether the shares in the company already held by them are ordinary shares or preference shares. To the extent this is not possible as regards a certain share or certain shares, the distribution shall be made by lottery. In the event that the company decides to issue new shares of only one class, by a cash issue or a set-off issue, the existing shareholders of the class of shares that is the subject of the new issue shall carry pre-emption rights to such new shares pro rata to their existing shareholding in that class (Primary Preferential Right). Shares not subscribed for on the basis of Primary Preferential Rights shall be offered for subscription to all shareholders (Subsidiary Preferential Right). If the number of shares offered in this manner is insufficient for subscription based on Subsidiary Preferential Rights, the shares shall be distributed among the subscribers pro rata to the total number of shares in the company already held by them, regardless of whether the shares in the company already held by them are ordinary shares or preference shares. To the extent this is not possible as regards a certain share or certain shares, the distribution shall be made by lottery. In the event that the company decides to issue new warrants or convertible debt instruments, by a cash issue or a set-off issue, the shareholders shall have pre-emption rights to subscribe for the new warrants as if the issue related to the shares that may be subscribed for following an exercise of the warrants or, in case of an issue of convertible debt instruments, as if the issue related to the shares that may be subscribed for following a conversion. What is stipulated above shall not restrict the ability to disapply shareholders pre-emption rights on a cash issue or set-off issue. An increase of the share capital by a bonus issue, where new shares are issued, may only occur by an issue of new ordinary shares. In such case, holders of ordinary shares have pre-emption rights to such new ordinary shares pro rata to their existing holdings of ordinary shares. The above shall not prevent the issuance of new classes of shares through a bonus issue subject to the necessary amendments to the Articles of Association having been made. The following addendums are proposed as new in the Articles of Association (the previous will be re-numbered to 14-15) 11 Dividends Preference shares have priority to dividends In the event that the General Meeting resolves to distribute dividends, the preference shares shall have priority over the ordinary shares to receive annual dividends as follows. Calculation of the Preference Distribution Priority to dividends per preference share ( Preference Distribution ) shall: From the first payment of dividends (see below) after the preference shares were registered at the Swedish Companies Registration Office (Sw. Bolagsverket) until the last payment of dividends before the Annual General Meeting in 2017, amount to twelve (12) SEK every quarter of a year, not totalling more than 48 SEK per annum with record days as set out below. From the first payment of dividends after the Annual General Meeting in 2017 and for the time that follows, the Preference Distribution shall be increased by a total of four (4) SEK per annum evenly divided on quarterly payments. Adjustment will be made in connection with the first payment after each Annual General Meeting. Payments of dividends Payments of dividends on preference shares shall be made quarterly. The record days shall be 31 January, 30 April, 31 July and 31 October. If such a record day is not a

37 banking day, i.e. a day that is not a Saturday, Sunday or a public holiday, the record day will be the closest preceding banking day. Payments of dividends shall be made on the third banking day after the record day. The first time payments of dividends to the preference shares may be made is on the first payment day following the first record day after the preference shares are issued. Calculation of Retained Amounts If no dividends are paid on preference shares, or if only dividends of less than the Preference Distribution have been paid, the preference shares shall, on the condition that the General Meeting resolves to pay dividends, confer a right on the preference shares to receive, in addition to future Preference Distribution, an amount equally divided on each preference share, constituting the difference between what should have been paid and the actual amount that was paid ( Retained Amounts ) before dividends are paid on ordinary shares. Retained Amounts, shall be adjusted upwards by a factor corresponding to an annual interest rate of twenty (20) per cent, whereupon upward adjustment shall take place beginning from the quarterly date on which the payment of dividends has taken place (or should have taken place, in the event that no dividend has been paid at all). Recalculation at certain events of the company In the case of a change in the number of preference shares through a share split or a reverse share split or other company events that have a similar effect, the amount of dividends that the preference share is entitled to according to in these Articles of Association shall be recalculated to reflect this change. Miscellaneous Except as set out above, the preference shares are not entitled to receive any other dividends. 12 Redemption A reduction of share capital, although not to a level below the minimum share capital, may be done through the redemption of a certain amount of or all preference shares after a decision of the General Meeting. When a redemption decision is made, an amount corresponding to the amount of the reduction of the share capital shall be set aside to the statutory reserve if for that purpose necessary funds are available. The shares will be redeemed pro rata to the number of preference shares held at the time the redemption resolution is passed by the General Meeting. If the allocation, as stated above, does not amount to an even number of shares, the Board of Directors shall allocate the additional preference shares to be redeemed. If the resolution by the General Meeting is supported by all preference shareholders, the General Meeting can, however, decide which preference shares are to be redeemed. The redemption price shall be an amount, evenly divided upon each redeemed preference share, as follows: From the first record day after the Annual General Meeting in 2012 until the first quarterly record day for dividends after the Annual General Meeting in 2015, of 560 SEK per preference share with addition of Retained Amounts. From the first quarterly record day for dividends after the Annual General Meeting in 2015 and for the time that follows, an amount of 480 SEK with addition of Retained Amounts. An owner of preference shares that are to be redeemed, is obliged to, within three months after receiving a written notification regarding the redemption resolution by the General Meeting or, where approval of the Swedish Companies Registration Office or the

38 court is required, following notification that the Swedish Companies Registration Office or the court s final resolution has been registered, accept the redemption price. 13 Liquidation of the Company In the event the Company is liquidated, the preference shares shall have priority over the ordinary shares to receive an amount per preference share corresponding to the redemption amount according to 12 from the Company s assets at the time of the liquidation, equally divided between the preference shares, following which, any remaining proceeds are to be distributed among the ordinary shares. The preference shares are not entitled to any other distribution in connection with a liquidation of the Company. 7B The Board of Directors proposal for a resolution regarding an authorisation to issue new shares The Board of Directors proposes that the General Meeting authorises the Board of Directors to, at one or more occasions before the next Annual General Meeting, by deviation from the preemption rights of shareholders, resolve upon the new issue of not more than 1,000,000 preference shares at a subscription price of 400 SEK per preference share. The purpose of this authorisation is to give the Board of Directors flexibility in their work to enable the supply of capital to the company in an appropriate manner for the financing of a premature repayment, at a discount, of outstanding amounts to the consortium of banks that have lent money to the company under its current loan arrangements. 7C The Board of Directors proposal for resolution regarding payments of dividends on preference shares On the condition that the company issues preference shares in accordance with Items 7A and 7B as stated above, the Board of Directors proposes that the General Meeting resolves on payments of dividends on the company s preference shares in accordance with the provisions in the company s Articles of Association as stated below. The funds at the Extraordinary General Meeting s disposal amount to SEK 2,497,027,128. The Board of Directors proposes that special payments of dividends will be made quarterly at SEK 12 per preference share, the dividends will however not total more than SEK 36 per preference share. The aggregated amount of payments of dividends on the preference shares will not be more than SEK 36,000,000. Before the next Annual General Meeting, the following days are proposed as record days, 31 July 2012, 31 October 2012 and 31 January The first time the preference shares are entitled to payments of dividends is on the first record day after the preference shares are issued. The Board of Directors proposes that no dividend be paid on the ordinary shares. MAJORITY REQUIREMENTS For a resolution in accordance with Item 7 to be valid, it is necessary that it is supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the Extraordinary General Meeting.

39 DOCUMENTS The complete proposals and enclosures thereto for item 7 will be available at the Company and posted on the Company website, from May 16, 2012 at the latest, and will at the request of shareholders be sent free of charge to their stated address. All of the above mentioned documents will be presented at the Extraordinary General Meeting. Stockholm in May 2012 Eniro AB (publ) The Board of Directors

40 5

41 NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, WITHIN OR TO AUSTRALIA, HONG KONG, JAPAN, CANADA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, USA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OF THIS PRESS RELEASE WOULD BE ILLEGAL OR REQUIRE REGISTRATION OR OTHER MEASURES. THIS IS A TRANSLATION OF THE ORIGINAL SWEDISH LANGUAGE PRESS RELEASE AND, IN THE EVENT OF A DISPUTE, THE ORIGINAL SWEDISH LANGUAGE PRESS RELEASE SHALL PREVAIL Press release June 7, 2012 Eniro today held an Extraordinary General Meeting in Stockholm following the Board s proposal to issue preference shares. The Extraordinary General Meeting resolved in accordance with the proposals: A. Amendments to the articles of association The General Meeting resolved in accordance with the proposal concerning amendments to the Articles of Association. The amendments are being made to enable the introduction of a new class of shares, preference shares. B. Authorization for the Board of Directors to issue preference shares The General Meeting resolved in accordance with the proposal to authorize the Board to issue preference shares. C. Payments of dividends on preference shares The General Meeting resolved in accordance with the proposal to allow for distribution of dividends on preference shares. Eniro s President and CEO Johan Lindgren held a brief speech outlining the background to the issuance of preference shares and its impacts on Eniro and its stakeholders. For more information, please contact: Katarina Lindgren, CLO, Tel: Cecilia Lannebo, Head of Investor Relations, Tel: , cecilia.lannebo@eniro.com The information is such that Eniro AB (publ) is required to disclose in accordance with the Swedish Fina ncial Instruments Trading Act and/or the Swedish Securities Market Act. The information was submitted for publishing at a.m. on 7 June Eniro is the Nordic region s largest search company. Both consumers and companies can use Eniro s services to easily locate sales outlets for services and products of interest, regardless of whether the channel is the Internet, a directory or a mobile phone. Advertisers can actively market themselves to interested consumers, thus finding new customers and increasing their sales. Better search means better business. Eniro has 3,600 employees in the Nordic region and Poland, and has been listed on Nasdaq OMX Stockholm since In 2011, revenues amounted to SEK 4,323 M, with EBITDA of SEK 991 M. The head office is located in Stockholm. Read more about Eniro at