ANNUAL GENERAL MEETING OF ENIRO AB (publ)

Translation only – not a legal document ANNUAL GENERAL MEETING OF ENIRO AB (publ) on Friday, 30 March, 2007 at 10 a.m. (CET) The Nomination Committe...
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Translation only – not a legal document

ANNUAL GENERAL MEETING OF ENIRO AB (publ) on Friday, 30 March, 2007 at 10 a.m. (CET)

The Nomination Committee’s proposals

Agenda items 11, 12, 13 and 18

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The nomination committee’s proposal to the AGM in Eniro AB (publ) on Friday, March 30, 2007

Board of Directors, Chairman of the Board and fees for the Board of Directors (items 11 - 13) The Nomination Committee makes the following proposal. The number of members of the Board of Directors is to be reduced from eight to seven, without deputies. Following the acquisition of Findexa in Norway, the Annual General Meeting 2006 decided that the number of Board members should be increased from seven to eight. The proposal to the Annual General Meeting this year is to revert to the previous number of seven members.

For the time period up until the end of the next Annual General Meeting Lars Berg, Per Bystedt, Barbara Donoghue, Tomas Franzén, Gunilla Fransson and Luca Majocchi are reelected and Harald Strømme is elected as a new member.

Urban Jansson and Tom Vidar Rygh have declined re-election.

Harald Strømme, born in 1962, has an MBA, with Honors, from Handelshøyskolen BI / Norwegian School of Management and a Bachelor of Science in Journalism, with Honors, from School of Journalism & Mass Communication, University of Colorado at Boulder. He is Managing Director and Partner, TRY advertising agency and has held various positions within TV 2 AS, Kunnskapsforlaget and Verdens Gang (VG).

Information about all nominees and members of the Board of Directors can be found on pages 5-12. A report on how the Nomination Committee has conducted its work can be found on pages 13-14 and on the Company website, www.eniro.com.

For the time period up until the end of the next Annual General Meeting, Lars Berg is elected Chairman of the Board of Directors. If Lars Berg’s mandate as Chairman of the Board of Directors is prematurely terminated, the Board of Directors shall elect a new chairman.

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The Nomination Committee is of the opinion that the remuneration of the members of the Board of Directors should be adjusted, both as an effect of the increased workload due to the enlarged focus on the Corporate Governance related matters, and to reflect the international composition of the Board. Further, the Board members’ shareholding in the Company ought to be increased.

In connection therewith, the Nomination Committee has issued the following statements of principle;

The Nomination Committee is of the opinion that the members of the Board of Directors should own shares in the Company. The Nomination Committee accordingly requests that the Board of Directors establish principles governing the Board members’ ownership of shares in the Company. The following points should serve as guidelines for these principles;

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all members, excluding members who are employed by the Eniro Group, of the Board shall individually, for the time period up until the next Annual General Meeting, acquire shares in the Company for a sum corresponding to at least SEK 180 000, with a deduction of a standard calculated tax of 50 percent, and the Chairman for a sum corresponding to at least SEK 350 000 with a deduction of a standard calculated tax of 50 percent,

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each individual member of the Board (including the Chairman) shall retain these shares for a period ending 6 months after his or her assignment as members of the Board has ended, at the earliest.

All members of the Board have notified the Nomination Committee of their acceptance of the Nomination Committee’s wish with regard to share acquisition as specified above.

Applying the above-mentioned principles with regard to the remuneration of the Board of Directors, the Nomination Committee proposes that the Chairman of the Board of Directors shall be remunerated with SEK 1,000,000 and each of the members of the Board of Directors elected by the General Meeting with SEK 420,000. Taking into account the Nomination Committee’s wish with regard to the Board members increased holding in the Company’s shares, the proposed remuneration of the Board members results in a lower

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cash compensation, than what was decided by the Annual General Meeting last year. In addition thereto, three individual members of the Board of Directors shall be remunerated with an additional SEK 75,000 each for their committee work and the chairman of the Audit Committee shall be remunerated with SEK 150,000 for that work. Members who are employed by the Eniro Group shall not receive any Director’s fee (however, please see below regarding employee representatives).

Shareholders representing approximately 23 percent of the total number of voting rights in the Company, have declared that they support the decision.

Further, the Company proposes that a fee should be paid to each of the employee representatives nominated according to law (Sw: lag (1987:1245) om styrelserepresentation för privatanställda) of SEK 1000 per year and SEK 1000 per meeting.

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PRESENTATION OF THE PROPOSED BOARD MEMBERS TO BE ELECTED AT THE AGM 2007

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Lars Berg Chairman of the Board since 2003. Member of the Board since 2000. Born in 1947. Independent*. Principal education: MSc Economics, the Gothenburg School of Economics. Work experience: Member of Mannesmann’s executive management with responsibility for Telecom Division; President and CEO of Telia; Formerly held various executive positions within the Ericsson Group. Significant professional Board commitments outside Eniro: Viamare, Ratos and Net Insight. Shareholdings in Eniro**: 50,000 shares. Nominated for re-election. *Considered by the Nomination Committee as being in compliance with the requirements for independence stipulated by the Stockholm Stock Exchange and the Swedish Code of Corporate Governance ** His or her holdings of shares or other financial instruments in Eniro or such holdings by related natural or legal persons.

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Per Bystedt Member of the Board since 2000. Born in 1965. Independent*. Principal education: MSc Econ., the Stockholm School of Economics. Main employment: President of Spray AB. Work experience: Executive Vice President of MTG; President of TV3 Broadcasting Group Ltd; President of ZTV. Significant professional Board commitments outside Eniro: Axel Johnson AB, Servera, Neonode Inc. and AIK Fotboll AB. Shareholdings in Eniro**: 2,500 shares.

Nominated for re-election. *Considered by the Nomination Committee as being in compliance with the requirements for independence stipulated by the Stockholm Stock Exchange and the Swedish Code of Corporate Governance ** His or her holdings of shares or other financial instruments in Eniro or such holdings by related natural or legal persons.

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Barbara Donoghue Member of the Board since 2003. Born in 1951. Independent*. Principal education: MBA, McGill University, Canada; Bachelor of Commerce, McGill University, Canada; Work experience: Managing Director, NatWest Markets and Hawkpoint Partners; Member, Independent Television Commission; Teaching Fellow, London Business School; Director, Noventus Partners. Significant professional Board commitments outside Eniro: Panel Member of the UK Competition Commission. Shareholdings in Eniro**: 12,834 shares. Nominated for re-election. *Considered by the Nomination Committee as being in compliance with the requirements for independence stipulated by the Stockholm Stock Exchange and the Swedish Code of Corporate Governance ** His or her holdings of shares or other financial instruments in Eniro or such holdings by related natural or legal persons.

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Tomas Franzén Member of the Board since 2005. Born in 1962. Independent in relation of the major shareholders in the company. Principal education: M.Sc. education in Industrial Economics and Management, Linköping Technical University. Main employment: President and CEO of Eniro AB. Work experience: President and CEO of Song Network Holding AB; President AUSystem; Director of Sales Nokia Data/ICL Data AB. Significant professional Board commitments outside Eniro: BTS Group AB, OEM International AB and Securitas Systems AB. Shareholdings in Eniro*: 36,101 shares.

Nominated for re-election.

* His or her holdings of shares or other financial instruments in Eniro or such holdings by related natural or legal persons.

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Gunilla Fransson Member of the Board since 2006. Born in 1960. Independent*. Principal education: PhD (Tec. Lic.) in Nuclear Science from the Royal Institute of Technology in Stockholm (KTH); Main employment: VP Ericsson Enterprise (Head of Portfolio and Development).

Work experience: Various executive positions within the Ericsson Group, whereof the most recent position was as Area Manager of Mobile Internet Applications. Shareholdings in Eniro**: 300 shares.

Nominated for re-election. *Considered by the Nomination Committee as being in compliance with the requirements for independence stipulated by the Stockholm Stock Exchange and the Swedish Code of Corporate Governance ** His or her holdings of shares or other financial instruments in Eniro or such holdings by related natural or legal persons.

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Luca Majocchi Member of the Board since 2006. Born in 1959. Independent*. Principal education: MSc Engineering Management, the Polytechnic Institute in Milano; Visiting Scholar, National Research Council in Milan. Main employment: President and CEO of Seat Pagine Gialle. Work experience: President and CEO of Unicredit Banca SpA; Deputy of Unicredit Group; Leading positions within the UniCredit Banca SpA Group; Senior Engagement Manager McKinsey & Company. Significant professional Board commitments outside Eniro: Thomson Directories Limited, Telegate AG. Shareholdings in Eniro**: No shares. Nominated for re-election. *Considered by the Nomination Committee as being in compliance with the requirements for independence stipulated by the Stockholm Stock Exchange and the Swedish Code of Corporate Governance ** His or her holdings of shares or other financial instruments in Eniro or such holdings by related natural or legal persons.

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Harald Strømme Born in 1962 Independent*. Principal education: MBA, Handelshøyskolen BI / Norwegian School of Management. Bachelor of Science in Journalism, School of Journalism & Mass Communication, University of Colorado at Boulder. Main employment: Managing Director and Partner, TRY advertising agency. Work experience: Various positions within TV 2 AS, Kunnskapsforlaget and Verdens Gang (VG). Significant professional Board commitments outside Eniro: Kreativt Forum, Vega Forlag AS and entering into Apt AS. Shareholdings in Eniro**: No shares. Nominated for election. *Considered by the Nomination Committee as being in compliance with the requirements for independence stipulated by the Stockholm Stock Exchange and the Swedish Code of Corporate Governance ** His or her holdings of shares or other financial instruments in Eniro or such holdings by related natural or legal persons.

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Report on the nomination work for the AGM, March 30, 2007 of Eniro

Following the nomination procedure established by the AGM of April 5, 2006 Eniro’s largest shareholders were identified as per August 31, 2006. The four largest shareholders willing to participate in the nomination work each appointed one representative to serve as a member of the nomination committee together with the Chairman of the Board.

At its first meeting on September 22, 2006, the committee elected its chairman and constituted itself as follows: · Wouter Rosingh, Hermes Focus Asset Management Europe Ltd, Chairman of the Committee · Niklas Antman, Kairos Investment Management · Luca Bechis, Richmond Capital · Mads Eg Gensmann, Parvus Asset Management · Lars Berg, Chairman of the Eniro Board

A press release regarding the above was published the same day, well ahead of 6 months prior to the AGM 2007.

In total, six minuted meetings were held, dealing with, among other things, the results of the evaluation of the board. As a starting point, the independent consultant who conducted interviews in person and on questionnaire last year, reported a summary of his findings from 2005. This years evaluation was then performed directly by the committee members, interviewing each individual board member and prospective new board members. These interviews formed the basis for the committee’s discussion on the best composition of the Eniro Board. The result is the proposal of a new board member to the AGM 2007:

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Harald Strømme, managing director and Partner of TRY advertising agency, former managing director of Kunnskapsforlaget and Senior Vice President TV2.

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Urban Jansson and Tom Vidar Rygh have declined re-election at the AGM.

Lars Berg, Per Bystedt, Barbara Donoghue, Luca Majocchi, Gunilla Fransson and Tomas Franzén are proposed for re-election, with Lars Berg as Chairman of the Board.

At its meeting on February 9, 2007, the committee decided to propose to the AGM 2007, new board fees of 420.000 SEK per individual member and 1.000.000 SEK for the Chairman. The fees for committee work are proposed to be 75.000 SEK per each committee member and 150.000 SEK for the Chairman of the Audit Committee. The nomination committee considers it essential that board members, elected by the General Meeting, own shares in Eniro. The board members therefore commit to invest part of the board fee (The Chairman 350.000 and 180.000 per other individual member), net 50 percent tax, in Eniro shares, and to keep them for the duration of their board membership plus 6 months.

It was also decided to propose to the AGM that the same nomination procedure used in the nomination work this year, be used the coming year.

The nomination committee also decided to propose the Attorney at Law, Dick Lundqvist, to act as the Chairman of the AGM on March 30 2007.

As a concluding activity regarding this year’s work, the nomination committee decided to issue this report.

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Proposed resolution regarding the establishment of a nomination committee (item 18) The Nomination Committee consists of Wouter Rosingh (Hermes Focus Asset Management), Luca Bechis (Richmond Capital), Niklas Antman (Kairos Investment Management), Mads Eg Gensmann (Parvus Asset Management), and Lars Berg, Chairman of the Board of Directors of Eniro. The chairman of the Nomination Committee is Wouter Rosing. In accordance with previous year, the Nomination Committee proposes that a Nomination Committee should be established according to the following. The Chairman of the Board of Directors shall contact the four largest shareholders in terms of voting rights, who may each appoint one representative to serve as a member of the Nomination Committee along with the Chairman of the Board of Directors up until the end of the next Annual General Meeting or, if necessary, up until a new Nomination Committee has been appointed. If any of the abovementioned shareholders does not exercise its right to appoint one representative, that right passes to the shareholder who, next to the abovementioned shareholders, owns the largest number of shares. If a member of the Nomination Committee resigns from the position prior to the conclusion of its work, the same shareholder who appointed the resigning member shall, if considered to be required, appoint a successor, or if that shareholder no longer, in terms of voting rights, is one of the four largest shareholders, by the new shareholder in that group. The Nomination Committee will among themselves appoint a chairman. The Chairman of the Board of Directors cannot be appointed as chairman of the Nomination Committee. The composition of the committee shall be made public through a separate press release as soon as it has been appointed and at the latest six months prior to the Annual general Meeting. This information shall be made available on the Company website where there shall also be information as how shareholders can submit proposals to the Committee. In case the ownership structure would change substantially after the establishment of the committee, the composition of the committee shall change accordingly.

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

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

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