Articles of association

Articles of Association for Eniro AB (publ), company registration number 556588-0936. Adopted at the Extraordinary General Meeting held on March 9, 2015

§ 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 Company’s objects are to develop, produce and market information- and media products and conduct thereto related business.

§ 4 Share capital etc

The share capital shall amount to not less than 300,000,000 SEK and not more than 1,200,000,000 SEK.

It shall be possible to issue three classes of shares, ordinary shares, preference shares and class C shares. Ordinary shares shall have one (1) vote per share. Preference shares and class C shares shall have one tenth (1/10) of a vote per share. Ordinary shares and class C 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, preference shares and class C 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 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, preference shares or class C 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 (Secondary Preferential Right). If the number of shares offered in this manner is insufficient for subscription based on Secondary 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, preference shares or class C 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.
All class C shares shall be converted to ordinary shares upon the resolution of the Board of Directors. The Board of Directors shall immediately thereafter report the conversion to the Swedish Companies Registration Office for registration. The conversion is executed once such registration has been made and a record has been made in the share register. 

§ 5 Number of shares

The number of shares shall be not less than 300,000,000 and not more than 1,200,000,000.

§ 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, the Company’s financial statements and the Board of Directors’ and the Chief Executive Officer’s management, no less than one and not more than two Auditors with maximum the same number of Deputy Auditors are to be elected. A registered audit Company may be elected as Auditor.

§ 8 Notice of General Meetings
Notice of General Meetings shall be given through an announcement in Post- och Inrikes Tidningar and on the Company’s website. At the time of the notice, a statement to the effect  that notice has been issued shall be published in Svenska Dagbladet.

§ 9 General Meeting
The General Meeting shall be held in Stockholm or in Solna.

To be entitled to participate in a General Meeting, shareholders shall, be registered/recorded in the transcript or other list reflecting the entire share register regarding the shareholding in the Company five working days prior to the General Meeting and also, notify the Company of their intention to attend the General Meeting not later than 4 p.m. CET on the day stipulated for that purpose 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 five working days before the General Meeting. 

Shareholders may be accompanied at the General 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 General Meeting;
  2. Preparation and approval of the list of shareholders entitled to vote at the General Meeting;
  3. Approval of the agenda;
  4. Election of two persons to verify the minutes;
  5. Determination of whether the General Meeting has been duly convened;
  6. Statement by the Chief Executive Officer;
  7. Statement regarding the work of the Board of Directors 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: 
    1. the adoption of the income statement and balance sheet and of the consolidated income statement and consolidated balance sheet;
    2. the disposition of the Company’s profits or losses as shown in the balance sheet adopted by the General Meeting, and if applicable, the adopted consolidated balance sheet and resolution of record date for dividends; and
    3. the discharge of the members of the Board of Directors and the Chief Executive Officer from personal liability for the period covered by the financial accounts.
    4. Determination of the number of members and deputy members of the Board of Directors to be elected by the General Meeting;
    5. Determination of the fees to be paid to the Directors;
    6. 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;
    7. Where applicable, determination of the number of Auditors and deputy Auditors;
    8. Where applicable, determination of the fees to be paid to the Auditors;
    9. Where applicable, election of Auditors and deputy Auditors; and
    10. Other business to be addressed by the General Meeting in accordance with the Swedish Companies Act (Sw. Aktiebolagslagen (2005:551)) or the Articles of Association.

§ 10 Financial year
The Company’s financial year shall be the calendar year.

§ 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.

Class C shares do not entail a right to receive dividends.

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 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 §§ 11-13 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

Redemption of preference shares
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 court is required, following notification that the Swedish Companies Registration Office or the court’s final resolution has been registered, accept the redemption price.

Redemption of class C shares

The Board of Directors retains the right to decide upon a reduction in share capital via the redemption of all class C shares, although not to a level below the minimum share capital prescribed in these Articles of Association. Upon redemption, holders of class C shares shall be required to accept a redemption price for the share of an amount corresponding to the share’s quotient value, indexed with a rate equal to STIBOR 1M, with the addition of three (3) percentage points, running from the share subscription payment due date until such payment is made. STIBOR 1M is determined for the first time on the day the share subscription payment falls due. Before the decision to reduce the share capital is executed, an amount equal to the reduction shall be allocated by decision of the Board to a reserve fund, if the requisite funds are available.    

§ 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. Class C shares are not entitled to any distribution in connection with a liquidation of the Company.

§ 14 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 (1998:1479) (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 of said Act, will be assumed to be entitled to exercise the rights stated in Chapter 4, Section 39 of the Swedish Companies Act (2005:551).

§ 15 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 (2005:551).