Articles of association
Listed below are the Articles of Association of Eniro AB (publ), with Corp. Reg. No. 556588-0936, adopted by the Annual General Meeting on March 30, 2007. This is only a translation from Swedish, not a legal document. In case of discrepancies, the Swedish original shall prevail.
§ 1 Registered name
The registered name of the Company is Eniro AB. The company is a public limited liability company (publ).
§ 2 Registered office
The registered office of the Board of Directors shall be in Stockholm.
§ 3 Objective of the Company's operations
The Company shall develop, produce and market information and media products, as well as conduct related activities.
§ 4 Share capital
The Company's share capital shall amount to not less than SEK 150,000,000 and not more than SEK 600,000,000.
§ 5 Number of shares
The number of shares shall amount to not less than 150 000 000 and not more than 600 000 000.
§ 6 Board of Directors
Apart from persons who, pursuant to law, may be appointed in accordance with other provisions, the Board of Directors shall consist of not fewer than four and not more than ten members and not more than three deputy members. The Board members and deputies are elected annually at the Annual General Meeting for the period extending to the close of the following Annual General Meeting.
§ 7 Auditors
For the purpose of examining the Company's annual report and financial accounts, as well as the management of the President and the Board of Directors, at least one and not more than two authorized auditors, with not more than the same number of deputies, are to be elected at a General Meeting for a period extending until the close of the Annual General Meeting during the fourth financial year following the election of the auditors. A registered firm of accountants may also be appointed as the Company's auditor.
§ 8 Notice
Notice of a General Meeting of shareholders shall be made in the form of an announcement in the Official Gazette (Sw. Post- och Inrikes Tidningar) and Svenska Dagbladet.
Notice of the Annual General Meeting and of Extraordinary General Meetings intended to address amendments to the Articles of Association shall be issued not earlier than six weeks and not later than four weeks prior to the Meeting. Notice of other Extraordinary General Meetings shall be issued not earlier than six weeks and not later than two weeks prior to the Meeting.
§ 9 General Meetings
To be entitled to participate in a General Meeting, shareholders shall, firstly, be registered in the transcript or other list reflecting the entire share register regarding the shareholdings five workdays prior to the Meeting and, secondly, notify the Company of their intention to attend the Meeting not later than 4 p.m. on the day stipulated in the notice convening the General 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 the 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 President.
7. Statement regarding the work of the Board and its Committees.
8. Presentation of the annual report and the auditors' report and, if the Company is a
parent company, of the consolidated financial accounts and the auditor's report on
the consolidated financial accounts.
9. Decision 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 resolution of record day for
dividend,
c) the discharge of the members of the Board of Directors and of the
President 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 members.
12. Election of the Chairman of the Board of Directors, the 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 or the Articles of Association.
§ 10 Financial Year
The Company's financial year shall be the calendar year.
§ 11 Record date provision
The shareholder or nominee who at the stipulated record date is registered in the share register and is noted in a record register in accordance with the Swedish Financial Instruments Accounting Act (Sw. Lagen (1998:1479) om kontoföring av finansiella instrument) Chapter 4 or if the person is noted in a record account according to Chapter 4 section 18 para 1, 6-8 in the aforesaid law, will be assumed to be entitled to exercise the rights stated in Chapter 4 section 39 of the Swedish Companies Act (2005:551).
§ 12 Collection of proxies
The Board of Directors may collect proxies at the company’s expense pursuant to the procedure set out in Chapter 7, section 4, para 2 of the Swedish Companies Act.
Last updated: 2007-09-27