Articles of Association
Listed below are the Articles of Association for Eniro AB (publ), with Corporate Registration Number 556588-0936, adopted by the Extraordinary General Meeting on November 26, 2010. This is only a translation from Swedish, not a legal document. In case of discrepancies, the Swedish original shall prevail.
§ 1 Company name
The name of the company is Eniro AB. The company is a public limited liability company (publ).
§ 2 Registered office
The Board of Directors shall have its registered office in Stockholm.
§ 3 Object of the Company’s operations
The object of the company is to develop, produce and market information- and media products and conduct thereto related business.
§ 4 Share capital
The share capital shall amount to not less than SEK 750,000,000 and not more than SEK 3,000,000,000.
§ 5 Number of shares
The number of shares shall be not less than 100,000,000 and not more than 400,000,000.
§ 6 Board of Directors
The Board of Directors shall, besides persons who may due to legal requirements be elected in another manner, consist of no less than four and not more than ten Directors, with a maximum of three Deputy Directors. The Directors and Deputy Directors are elected yearly at the Annual General Meeting for a term until the end of the next Annual General Meeting.
§ 7 Auditors
For the purpose of reviewing the annual accounts and the company’s financial statements, as well as the management of the Board of Directors and the Chief Executive Officer, no less than one and not more than two Auditors with maximum the same number of Deputy Auditors are to be elected for the time up to the end of the Annual General Meeting held during the fourth accounting year following the election of the Auditor. A registered audit company may be elected as Auditor.
§ 8 Notice of General Meetings
Notice of General Meetings shall be made through an announcement in Post- och Inrikes Tidningar and at the Company’s website. At the time of the notice, information that the notice has been issued shall be published in Svenska Dagbladet.
§ 9 General Meeting
To be entitled to participate in a General Meeting, shareholders shall, firstly, be registered/recorded in the transcript or other list reflecting the entire share register regarding the shareholdings five workdays prior to the General Meeting and, secondly, notify the Company of their intention to attend the Meeting not later than 4 p.m. CET on the day stipulated in the notice convening the Meeting. The latter mentioned day must not be a Sunday, any other public holiday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and must not be more than five workdays before the Meeting.
Shareholders may be accompanied at the Meeting by a maximum of two assistants, on condition that the shareholder notifies the Company of the number of assistants in the manner stated in the preceding paragraph.
The following items shall be addressed at the Annual General Meeting:
1. Election of Chairman of the Meeting;
2. Preparation and approval of the list of shareholders entitled to vote at the Meeting;
3. Approval of the agenda;
4. Election of two persons to verify the minutes;
5. Determination of whether the Meeting has been duly convened;
6. Statement by the Chief Executive Officer;
7. Statement regarding the work of the Board and its Committees;
8. Presentation of the annual report and the auditor’s report, and as applicable, the Consolidated Annual Report and the Auditor’s Report in respect thereof;
9. Decisions concerning
a. the adoption of the income statement and balance sheet and of the consolidated income statement and consolidated balance sheet;
b. the disposition to be made of the Company’s profits or losses as shown in the balance sheet adopted by the Meeting and if applicable the adopted consolidated balance sheet, and resolution of record date for dividend; and
c. the discharge of the members of the Board of Directors and of the Chief Executive Officer from personal liability for the period covered by the financial accounts;
10. Determination of the number of members and deputy members of the Board to be elected by the General Meeting;
11. Determination of the fees to be paid to the Board of Directors;
12. Election of the Chairman of the Board of Directors, the other members of the Board of Directors, and any deputy members of the Board of Directors;
13. When applicable, determination of the number of auditors and deputy auditors;
14. When applicable, determination of the fees to be paid to the auditors;
15. When applicable, election of auditors and deputy auditors;
16. Other business to be addressed by the Meeting in accordance with the Swedish Companies Act (Aktiebolagslagen 2005:551) or the Articles of Association.
§ 10 Financial year
The company’s financial year shall be the calendar year.
§ 11 Record day provision
The shareholder or nominee who at the stipulated record date is entered in the share register and noted in the list of shareholders in accordance with Chapter 4 of the Swedish Financial Instruments Act (Sw. Lagen (1998:1479) om kontoföring av finansiella instrument) or if the person is noted in a record account in accordance with Chapter 4 Section 18 Paragraph 1, 6-8 in said Act, will be assumed to be entitled to exercise the rights stated in Chapter 4 Section 39 of the Swedish Companies Act .
§ 12 Collection of proxies
The Board of Directors may collect proxies at the expense of the company in accordance with the procedure described in Chapter 7 Section 4 Paragraph 2 of the Swedish Companies Act.
_____________
Last updated:2011-01-20