InformAtIon to shArEholdErs In EnIro · InformatIon to shareholders In enIro eniro has signed an agreement with one of eniro’s lending banks concerning an early repayment at discount

InformAtIon to shArEholdErs In EnIroEniro has decided to carry out an issue of preference shares in

which you as shareholder in Eniro can participate

This brochure is not, nor should it be considered, a prospectus under prevailing legislation and rules. The Prospectus, which has been approved and registered by the Swedish Financial Supervisory Authority, has been published and is available on Eniro’s website, www.eniro.com, and on Carnegie’s website, www.carnegie.se. The prospectus includes a presentation of Eniro, the Issue and the risks associated with an investment in Eniro and participation in the Issue. The brochure is not intended to replace the Prospectus as a basis for decisions to subscribe for preference shares in Eniro, nor does it constitute a recommendation to subscribe for preference shares in Eniro.

The application for subscription must be submitted between June 11 and June 21, 2012

KEY dAtEsSubscription period June 11–21, 2012Publication of outcome from subscriptions Around June 26, 2012Settlement date Around June 29, 2012 Listing on NASDAQ OMX Stockholm Around July 6, 2012

othEr InformAtIonMarket place NASDAQ OMX StockholmTicker symbol ENRO PREFISIN codes Preference Shares SE0004633956 Paid subscribed shares SE0004634418

ImportAnt InformAtIonThe brochure is a simplified descrip-tion of Eniro’s Preference Share issue and has not been approved by any supervisory authority. The brochure only includes general information and does not constitute a prospectus. Investors should not subscribe for or acquire any shares that are described in this brochure based on any information other than that listed in the Prospectus, which was specifically prepared for the Issue. The Prospectus includes a detailed description of Eniro, the Issue and the risks involved when participating and investing in Eniro. During office hours, the Prospectus can be ordered free-of-charge at +46 8 588 694 86, and it is available on Eniro’s website, www.eniro.com, and on Carnegie’s website, www.carnegie.se. It is also available at Eniro’s headquarters on Gustav III:s Boulevard 40 in Frösunda and at Carnegie’s headquarters on Regeringsgatan 56 in Stockholm.

The brochure is only intended for shareholders in Eniro. The offer is not directed toward the general public in any country other than Sweden. Paid subscribed shares and the Prefer-ence Shares may not be offered, sold, resold, transferred or delivered, directly or indirectly, to Australia, Hong Kong, Japan, Canada, Switzerland, South Africa, the US or any other jurisdic-tion where it would be impermissible to offer Paid subscribed shares and the Preference Shares. The Issue is not directed toward such indi-viduals whose participation requires

additional prospectuses, registra-tions or measures other than those compliant with Swedish legislation. The Brochure, Prospectus, applica-tion forms and other documents associated with the Issue may not be distributed in any country in which distribution or the Issue requires the measures stated above or contra-venes the regulatory framework of such countries. The distribution of the Brochure or Prospectus to any country in which the Issue requires any of the aforementioned measures or that occurs in contravention of the regulatory framework of these countries is forbidden. Applications for the subscription of Preference Shares that contravene the aforementioned may be deemed invalid. The Prefer-ence Shares encompassed by the Issue have not been and will not be registered pursuant to the prevailing United States Securities Act of 1933 or any of the state-level securities acts in the US. Disputes concerning or caused by the New Share Issue, the contents of this brochure or associated legal scenarios will be determined exclu-sively according to Swedish law and by Swedish courts, whereby the Stock-holm District Court will constitute the court of first instance.

This document is a translation of the Swedish original. In the event of any discrepancy between the original Swedish document and the English translation, the Swedish original shall prevail.

dEfInItIonsThe terms Eniro or the Company refer to Eniro AB (publ) (a Swedish, publicly listed, limited liability company), the Group or a subsidiary of the Group, depending on context

The term prospectus refers to the prospectus prepared by Eniro dated June 8, 2012, pertaining to the offer for the subscription of Preference Shares in Eniro AB (publ), corporate registration number 556588-0936, and which was registered and approved by the Swedish Financial Supervisory Authority, which is not to be confused with this Brochure

The term Brochure refers to this brochure, which is a simplified description of Eniro’s New Share Issue and has not been approved by any supervisory authority

The term Group refers to Eniro AB (publ), including subsidiaries

The term sEK m refers to millions of Swedish kronor

The terms Issue, new share Issue or offer refer to the invitation to subscribe for Preference Shares in accordance with the Prospectus

The term preference shares refers to the Prefer-ence Shares to which the Offer pertains and that are governed by Eniro’s Articles of Association

The term nAsdAQ omX stockholm refers to NASDAQ OMX Stockholm AB

The term Carnegie refers to Carnegie Investment Bank AB (publ)

The term Euroclear refers to Euroclear Sweden AB

The term repayment refers to the early repayment at discount, which Eniro intends to make to one of the banks in the banking consortium with which the Company has entered into loan agreements

ContEntsPREFERENCE SHARES AND THE REPAyMENT IN BRIEF . . . . . . . . . . . . 2THE OFFER IN BRIEF . . . . . . . . . . . . . . . . . 4BACKGROUND AND REASONS. . . . . . . . . .6QUESTIONS AND ANSWERS . . . . . . . . . . . 7ENIRO IN BRIEF. . . . . . . . . . . . . . . . . . . . . .8CONDENSED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . 10RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . 13

1InformatIon to shareholders In enIro

eniro has signed an agreement with one of eniro’s lending banks concerning an early repayment at discount. the early repay-ment will generate a capital gain for eniro of about seK 150 m, while simultaneously reducing eniro’s indebtedness and improving its earnings and cash flow. eniro will finance the repayment through a new share Issue of Preference shares on which the Board has decided in accordance with the authoriza-tion that was granted at eniro’s extraordinary General meeting on June 7, 2012.

the Issue of Preference shares will be made through a directed issue and not through a rights issue, since, in practice, the terms and conditions of the Preference shares causes them to be considered as interest-bearing instruments, aimed at attracting investors of an institutional nature. at the same time, we want to offer all shareholders in eniro the opportunity to subscribe for Preference shares in eniro. all shareholders in eniro can participate in the Issue by subscribing for Preference shares and, should the Issue be oversubscribed, eniro’s shareholders will be given particular consideration in the allocation of Preference shares in eniro.

I am delighted that we have succeeded in reaching a proactive solution that will result in reduced indebtness for eniro by an additional seK 540 m, meaning that we will repay a total of about seK 1,200 m to the banks in 2012. this significant reduction in net debt will result in a reduction in the credit margin on the remaining bank loan by 0.75 percentage points.

accordingly, the transaction will contribute positively by strengthening eniro’s financial position, while simultaneously improving eniro’s earnings and cash flow. By financing the repayment with an Issue of Preference shares – through which eniro essentially replaces interest-bearing debt with an instru-ment that resembles new interest-bearing debt with the aforementioned positive finan-cial effects – we are satisfying the interests of eniro’s existing shareholders as well as those of our lending banks.

Johan lindgrenPresident and CEO

“EnIro rEpAYs dEBt And GEnErAtEs A CApItAl GAIn of ABout sEK 150 m, whICh wIll rEsult In A sIGnIfICAnt ImprovEmEnt In fInAnCIAl KEY fIGurEs As wEll As ImprovEd EArnInGs And CAsh flow”


EnIro’s prEfErEnCE shArEs In BrIEfaccording to eniro’s articles of association, the Preference shares are prioritized over eniro’s ordinary shares to an annual dividend of seK 48 per Preference share (“annual dividend”) from the date of issue to the first record date after the 2017 annual General meeting. from the first record date after the 2017 annual General meeting, the annual dividend is to increase each year by seK 4 annually. the dividend requires support from a resolution passed by a general meeting of the shareholders in this respect.

the dividend will be paid each quarter, corre-sponding to ¼ (25 percent) of the annual divi-dend, which, for 2012 through the first quarter prior to the 2017 annual General meeting, entails

seK 12 per Preference share and quarter. the annual 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 not be a banking day. the first record date for dividends will be July 31, 2012. In other respects, the Preference shares do not carry rights to any additional dividends. each Preference share carries a one-tenth voting right compared with the ordinary shares.

should a general meeting of eniro share-holders 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 residual not being paid out of the annual dividend per Preference share is to be accumulated and indexed at an interest rate

of 20 percent until the dividend is paid in full (“Withheld amount”). no dividend is to be paid to holders of ordinary shares before holders of Preference shares have received their dividend in full, including Withheld amounts, if any. 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, plus in each case any Withheld amount per Preference share. In the event of eniro’s dissolution, such as liquidation or bank-ruptcy, the Preference shares will have priority ahead of the ordinary shares to an amount corresponding to the redemption amount calculated as above per Preference share.

summary of terms and conditions for Eniro’s preference sharesIssue price: seK 400 per Preference share in the offer described in the Prospectus.

dividend: seK 48 annually, with quarterly payments of seK 12 per Preference share. the Preference shares do not provide any addi-tional dividend rights. newly issued Preference shares under the offer are estimated to entail entitlement to a dividend with a record date for the first payment of seK 12 per Preference share on July 31, 2012. from the first record date after the 2017 annual General meeting, the annual dividend is to increase each year by seK 4 annually up until redemption.

Yield: 12 percent annual cash return based on an issue price of seK 400 per Preference share.

voting rights: each Preference share carries a one-tenth voting right compared with ordinary shares.

unpaid dividend: should a general meeting of eniro 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 residual not being paid out of the annual dividend per Prefer-ence share is to be accumulated and indexed at an interest rate of 20 percent until the dividend is paid in full (“Withheld amount”). no dividend is to be paid to holders of ordinary shares before holders of Preference shares have received their dividend in full, including Withheld amounts, if any.

redemption: 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, plus any Withheld amount per Preference share.

liquidation: In the event of eniro’s dissolution, such as liquidation or bankruptcy, the Preference shares will be prioritized ahead of the ordinary shares to a corresponding redemption amount calculated as above per Preference share.

listing: an application for acceptance for trading has been submitted to nasdaQ omX stockholm.

other: the terms and conditions for the Preference shares are governed by eniro’s articles of association. an amendment to the articles of association that would weaken the rights of the Preference shares alone requires a resolution by a general meeting of shareholders that is passed by a majority of at least two-thirds of both the votes casted and the shares repre-sented at the general meeting of shareholders, and that the owners of half of the Preference shares and nine-tenths of the Preference shares represented at the general meeting of shareholders approve the amendment.

prEfErEnCE shArEs And thE rEpAYmEnt In BrIEf

Issue priceSEK 400

One (1) EniroPreference Share

DividendSEK 48 annually up until AGM 2017*)

Annual yield12 percent

*) from the first record date after the 2017 annual General meeting, the annual dividend is to increase each year by seK 4 annually.


EstImAtEd rECord dAtEs for thE nEXt four forthComInG dIvIdEnd pAYmEnts

rEpAYmEnt eniro (and eniro treasury aB) has signed an agreement (“the agreement”) with one of the lending banks in eniro’s bank consortium regarding an early repayment at a discount. the repayment will generate a capital gain of about seK 150 m. In brief, the agreement entails the following:

eniro is to repay the lending bank’s portion of the total loans outstanding under the credit facility with the bank consortium. In addition to the nominal repayment of about seK 540 m less the agreed discount, accrued interest, fees and similar expenses incurred on the loans that are to be repaid must be paid in full.

the obligation to effect repayment pursuant to the agreement is conditional on the fulfillment of certain conditions. the condition that remains to be fulfilled is that eniro must deem that sufficient proceeds have been received to repay the loan concerned in

accordance with the terms of the agreement. Unless eniro, prior to august 31, 2012, has communicated that the conditions have been fulfilled, the agreement will cease automati-cally, with the exception of certain standard clauses.

In the agreement, eniro makes certain undertakings 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 raise loans from any other creditor and not to under-take any voluntary repayment of any other creditor’s loan if this is effected at a nominal amount or at a discount that is lower than the discount stipulated in the agreement. If eniro fails to meet these commitments, the Company must compensate the lending bank.

July 31, 2012SEK 12

October 31, 2012SEK 12

January 31, 2013SEK 12

April 30, 2013SEK 12


thE offEr In BrIEfhow to pArtICIpAtE In thE IssuE

thE offEr to suBsCrIBE for prEfErEnCE shArEsWithout priority rights for eniro’s shareholders, the Issue is directed to institutional investors and the public in sweden, including eniro’s current shareholders.

the offer to subscribe for Preference shares encompasses a maximum of 1,000,000 Pref-erence shares and is divided into two parts: an offer to the public in sweden (“the offer to the Public”), including eniro’s shareholders, that encompasses 250,000 Preference shares and an offer to institutional investors (“the Insti-tutional offer”) that encompasses 750,000 Preference shares. the actual allocation of Preference shares between the offer to the Public and the Institutional offer may deviate from the intended allocation.

suBsCrIptIon prICEthe Preference shares will be issued at a subscription Price of seK 400 per Preference share (“subscription Price”). no commission will be charged.

how to pArtICIpAtE In thE IssuE – suBsCrIptIon ApplICAtIonsPreference shares may be subscribed for during the application period of June 11 – June 21, 2012 by completing an application form prepared for the offer. the application forms are available from Carnegie, www.carnegie.se, or eniro, www.eniro.com.

This Brochure has primarily been produced to inform you as shareholder in Eniro of the opportunity you have to subscribe for Preference Shares and what you need to do to participate in the Issue. The complete Offer encompasses an offer to institutions and an offer to the public in Sweden. The Offer to the public in Sweden, including Eniro’s shareholders, is described only briefly in the Brochure. For the complete Offer, reference is made to the Prospectus.

1 state the number of Preference shares that you are applying for. an application for preference shares may only be for less than 30 preference shares and additionally in lots of five (5) preference shares. If the applica-tion is for more than 300 Preference shares, you must enclose a certified copy of valid Id enclosed to the application form.

2 state your current VPC account number.

3 state your personal details.

shareholders whose shares in Eniro are registered in the name of a bank or nominee must contact the nominee for further instructions.

note that applications from existing shareholders to Eniro are to be made on a specially prepared application form. As a shareholder in Eniro, you are also requested to verify your share-holding in Eniro on your subscription application by enclosing a contract note or vpC account statement with your application form, to be considered a shareholder when the preference shares are allocated.

Application form for Eniro’s shareholders and power of attorney for subscription of preference shares in Eniro AB (publ) (“Eniro”)

To be submitted to any of Carnegie Investment Bank AB’s (publ) (“Carnegie”) offices or to be sent to:

Carnegie Investment Bank AB (publ) Transaction SupportSE-103 38 StockholmSweden

Please note that for investors who wish to apply for subscription for preference shares through a custodian or other nominee, regardless of whether the investor are shareholder of Eniro or not, should contact their respective custodian or nominee for further instructions.

I/we hereby apply, in accordance with the conditions and instructions stated in the prospectus prepared by the Board of Directors of Eniro dated June 8, 2012 (the “Prospectus”) to subscribe for:

Preference shares preference shares in Eniro. An application for preference shares may only be for not less than 30 prefer-ence shares and additionally in lots of 5 preference shares. Note that if the application relates to more than 300 preference shares you must have a certified copy of valid ID enclosed to the application form. As a shareholder in Eniro you are encouraged to demonstrate your ownership of shares in Eniro by also to the subscription form attach contract notes or VPC account statement, in order to be regarded as a shareholder in Eniro at allocation.

For information regarding allocation, payment and receiving of preference shares, see the Prospectus section “Villkor och anvisningar” or the information brochure for Eniro’s shareholders available at www.eniro.com or www.carnegie.se. The Prospectus is also available at the Swedish Financial Supervisory Authority webpage, www.fi.se.

I/we have Euroclear Sweden account on which ordinary shares in Eniro are registered:

Euroclear Sweden account number

Carnegie is hereby granted a power of attorney to subscribe for and allocate preference shares in Eniro according to the terms and conditions stated in the Prospectus and to act as Carnegie considers necessary for allocated preference shares to be transferred to my/our Euroclear Sweden account. Furthermore, I/we confirm that I/we have taken note of what is stated below under ”Important information”.

Information about the subscriber, mandatory. PLEASE PRINT IN BLOCK LETTERS!

Last name/Company name First name Social security no./Organization no.

-Postal address (street, box etc.) Telephone no. daytime

Postal code City and country E-mail address

City and date Signature of subscriber (or where applicable signature of guardian)

Important information: The offering is not directed to persons, the participation of which requires any additional prospectus, registration or other measures than those prescribed by Swedish law. The Prospectus and the application form may not be distributed in any country where the distribution or offer requires other measures or conflict with prevailing rules and regulations in such a country. Application to subscribe for preference shares that is made in conflict with the above may be considered not valid. Disputes relating to or arising from the new issue of preference shares, the contents of this application form or related legal matters shall be settled exclusively by Swedish law and by a Swedish court of which the Stockholm City Court shall be the first instance.

Personal data submitted to Carnegie will be processed in computer systems to the extent necessary in order to provide services and administer customer commitments of Carnegie. Your personal information may also be used as a basis for internal market and customer analyzes, business and method development, or similar actions. Carnegie may by law, regulation, authority, trade rules or similar be required to disclose personal information, such as to the Swedish Tax Agency or to the Swedish Financial Supervisory Authority. Information regarding the processing of personal data may be obtained from Carnegie, Carnegie Investment Bank AB (publ), SE-103 38 Stockholm, which also receives request for correction of personal data.

Application period: June 11, 2012 – June 21, 2012 Price: SEK 400 per preference share

No commission will be charged

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The undersigned is aware of, respectively consent that:– the offering to the public is limited to Eniro’s shareholders and private investors

in Sweden– the application is binding. If a supplement prospectus is published investors have

the right to withdraw their subscription in accordance with information in the prospectus

– only one application form per applicant will be considered, if an investor submit more than one application to Carnegie only the last submitted application will be considered

– an incomplete, improperly completed or late application form may be disregarded– the holder of the specified Euroclear Sweden account (a VPC account) must be

the same person that submit the application and ordinary shares in Eniro must be registered on the specified VPC account

– VPC account should be an ordinary VPC account, hence so called VKI-accounts and VPC accounts that are pledged or otherwise restricted are not accepted

– allocation may be of a smaller number of preference shares than applied for or the application may be completely disregarded

– payment for preference shares that have been allocated through Carnegie must be made no later than June 29, 2012 in accordance with the instructions stated on the contract note that it is expected to be sent out on or about June 26, 2012

– delivery of paid subscribed preference shares (Sw. BTA) to those who have been allocated preference shares will take place after full payment has been made, however on June 29, 2012 at the earliest

– this application will be registered electronically in a register concerning applica-tions for this offering and may be compared to Euroclear Sweden’s shareholder register

– right of withdrawal in accordance with the Distance and Doorstep Sales Act (Sw: distans- och hemförsäljningslagen 2005:59) does not apply

– application has not been preceded by investment advice or other advice from Carnegie. I/we have independently made the decision to subscribe for preference shares

– Carnegie does not consider applicants to be clients of Carnegie– no changes or additions may be made to the printed text on the application form– Carnegie reserves the right to request a certified copy of valid ID

Application form in original must be received by the addressee above no later than 3 p.m. (CET) on June 21, 2012.

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provide the following information in the application form

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2

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Important dates and events• Correctly completed application forms

must have been received by Carnegie no later than 3:00 p.m. on June 21, 2012. accordingly, applications sent by mail must be dispatched well in advance of this date. Incomplete or incorrect application forms may be disregarded. no additions or amendments may be made to the preprinted text on the application form.

• note that the application is binding and only one application form per subscription applicant will be processed.

• Preference shares are expected to be allo-cated around June 26, 2012. Contract notes will be sent as soon as possible thereafter to those applicants who have been granted an allotment in the Issue. applicants who have not been allocated Preference shares will not be notified.

• Payment for subscribed and allocated new Preference shares is to be made in cash in accordance with the instructions on the contract note, but not later than June 29, 2012.

Allocationthe allocation of shares is to be determined by the Board of directors in consultation with Carnegie, with the aim of achieving a strong ownership base and a wide distribution of Preference shares among the public to permit appropriate, regular and liquid trading in Pref-erence shares on the nasdaQ omX stockholm exchange.

the allocation does not depend on when the application was submitted during the applica-tion period. In the event of an over-subscrip-tion of the offer to the Public, allocation will primarily be made to applications from existing shareholders in eniro, pro rata to the number of shares held in eniro by those shareholders, secondarily to the public and institutional investors who are customers to Carnegie, and thirdly and finally to Carnegie in accordance with the subscription undertaking with the Company.

notification of allocationonce allocation of the Preference shares has been determined, contract notes will be mailed to those subscribers who have been granted Preference shares, which is expected to take place on around June 26, 2012.

Carnegie expects be able to provide informa-tion about the allotment of shares from 12:00 a.m. on June 26, 2012, on telephone number +46 8 588 694 86. In order to receive informa-tion about allocation, you must provide the following information: name, personal identity number/Corporate registration number and securities account.

paymentfull payment for the allocated Preference shares must be provided in cash not later than June 29, 2012, in accordance with the instruc-tions on the contract note that will be sent.

Insufficient and incorrect paymentIf full payment is not received within the prescribed time, the Preference shares may be allocated to another party or sold. If the market price in conjunction with such a sale is lower than the subscription Price, the party who was first granted the Preference share may be held accountable for the difference. Incorrectly paid amounts will be repaid to the payer after June 29, 2012. If payment for allocated Preference shares is made late or is insufficient, and an application for subscription of Preference shares is discarded, paid subscription amounts will be repaid to the payer.

paid subscribed preference shares and preference shares Investors who have been allocated Prefer-ence shares and who have paid for them in the manner described above will have paid subscribed Preference shares registered to their securities account or custody account. as confirmation of such registration, a securi-ties notice will be sent by euroclear sweden showing that the paid subscribed Preference shares are available in the subscriber’s securi-

ties account. the newly subscribed Preference shares will be registered as paid subscribed Preference shares until the new share Issue has been registered with the swedish Companies registration office, after which date they will automatically be re-registered as Preference shares. a separate securities notice will not be sent in conjunction with this conversion. the new share Issue is expected to be registered with the Companies registra-tion office on or around July 2, 2012. Paid subscribed Preference shares will not be listed or be subject to organized trading on the nasdaQ omX stockholm exchange.

subscription and guarantee undertakingsa consortium of institutional investors has, in advance, undertaken vis-à-vis the Company to jointly acquire, through subscription, 750,000 Preference shares in eniro, corresponding to an amount of seK 300 m. In addition, Carnegie has undertaken vis-à-vis the Company to subscribe for 250,000 Preference shares in eniro corresponding to an amount of seK 100 m. accordingly, undertakings are in place in advance corresponding to subscription of the entire new share Issue. no special remunera-tion is to be paid to either the consortium or to Carnegie for their respective undertakings. a prerequisite for these undertakings is that no material circumstances occur that could have a significant negative impact on the Company’s financial position.

Conditions for completion of the Issue the Issue will not be completed if the Board – in consultation with Carnegie and the nasdaQ omX stockholm exchange – and in light of the nasdaQ omX stockholm’s listing and distribution requirements believes that it will not be possible to list the Preference share on the nasdaQ omX stockholm exchange. nor will the Issue be completed if fewer than 950,000 Preference shares are subscribed for in the Issue.

June 11

2012

June 26 June 29 July 6

Publication of the outcome from subscriptions

Payment for allocated Preference Shares

First trading day on NASDAQ OMX Stockholm

June 21

Application period

Indicative schedule


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 offer 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 online/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 organiza-tional 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 was 69 percent for 2011. as a result of cost savings, eniro has succeeded in main-taining favorable earnings despite the lower income base. eBItda for 2011 totaled seK 1,031 m (including adjustments for changed accounting policies for pension liabilities). 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 241 m, meaning from seK 3,756 m to seK 3,515 m.

In addition to the planned loan repay-ments of seK 650 m in 2012, including the seK 158 m repaid as of march 31, 2012, eniro has agreed with one of the lending banks in the bank consortium with which the Company has a credit facility to make a directed repayment in advance at a discount at mutually favorable commercial terms. the repayment will mean that eniro’s previously announced plan to reduce its bank debt will be expanded by approximately seK 540 m to a total reduction in bank debt during 2012 by about seK 1.2 billion. In addition to the lower net debt, the repayment will entail lower interest costs: the net debt/eBItda ratio will be reduced to below 3.0 times, thus entailing a 0.75-percentage-point reduction in the interest costs for outstanding loans as well as certain softening in the bank covenants. furthermore, the repayment will have a posi-tive effect on earnings per share: Income after tax will improve in the short term through a capital gain of approximately seK 150 m and in the long term through lower interest costs. In addition, the Company will secure an improved financial position since the debt/equity ratio will decline when debt is reduced and the Preference shares are included in equity.

since the repayment is to be made in advance at a discount, eniro has concluded that this move is an attractive business oppor-tunity both for the Company and its share-holders because the capital base, cash flow and net income will be strengthened while financial and operational flexibility simultane-ously will be improved. In order to finance the repayment, the Board has resolved upon the new share Issue.

the banks in the consortium are positive to the move and have confirmed in writing that the repayment is acceptable to them. In addi-tion, these banks have approved in advance eniro’s entitlement to pay a dividend on the Preference shares in line with the applicable terms and conditions, provided that eniro is not in default under the credit facility.

the equity/assets ratio based on the accounts on march 31, 2012, after the new share Issue and the repayment will be about 37 percent, with the net leverage of approxi-mately 2.8 times eBItda and net gearing at about 80 percent.

assuming that all Preference shares are subscribed for and paid under the new share Issue, eniro will receive proceeds of seK 400 m before issue expenses and other costs associated with the new share Issue and the repayment. eniro estimates that the issue expenses associated with the new share Issue will amount to about seK 22 m. Capital contributed will essentially be utilized for the repayment in its entirety. In order to make the repayment, no fewer than 950,000 Prefer-ence shares must be subscribed for under the new share Issue. If a lower number of Prefer-ence shares were to be subscribed for, the new share Issue will not be executed.

stockholm, June 8, 2012

Eniro AB (publ)The Board of Directors

BACKGround And rEAsons


whY Is EnIro IssuInG prEfErEnCE shArEs?at the initiative of one of the Company’s lending banks, eniro has been offered the opportunity to repay the lending bank’s total exposure towards eniro at a substantial discount. to finance the repayment, an issue of Preference shares has been proposed. the Issue is being conducted as a proactive measure and will strengthen eniro’s financial position. the proceeds will be used to repay the loan to the bank. the Company’s interest costs will be reduced and earnings and cash flow per share will be strengthened for existing shareholders. financial risks will be reduced and eniro will have the opportunity to continue at full strength to pursue its goal of becoming the best company in local searches.

how wIll EXIstInG shArE holdErs BE AffECtEd BY thE IssuE?existing shareholders can apply for subscrip-tion under the Issue. however, the dilution for existing shareholders who do not subscribe for or receive Preference shares will be minimal; the number of shares will increase by approxi-mately 1 percent and the number of votes by about 0.1 percent.

do I As A shArEholdEr hAvE to ACt/do AnYthInG In ConJunCtIon wIth thIs IssuE?no, existing shareholders do not need to take any special action to avoid a loss in value since no subscription rights will be issued in conjunction with the Issue.

whAt Is A nEw shArE IssuE?a new share issue is carried out by the company to secure more equity by issuing new shares. these new shares can be issued to both existing and/or new shareholders. In the new share Issue, eniro’s existing share-holders have no priority rights to subscribe for new Preference shares in eniro. neverthe-less, existing shareholders are welcome to participate in the Issue and should the Issue

be oversubscribed existing shareholders will be given special consideration in the allocation of new Preference shares.

As A shArEholdEr, wIll I rECEIvE AnY suBsCrIptIon rIGhts?no, the Issue is not being conducted as a rights issue to eniro shareholders, which means that eniro’s shareholders will not receive any subscription rights.

whAt tYpE of shArEs wIll BE IssuEd undEr thE IssuE?the Issue encompasses Preference shares that are a class of shares that has not previously been issued by eniro. Preference shares have priority rights ahead of ordinary shares to an annual dividend of seK 48 per Preference share. Payments of the decided dividend will take place every quarter at seK 12 per Prefer-ence share. the dividend will increase after the 2017 annual General meeting. the Preference shares may also be redeemed by eniro. the record dates for the payment of dividends every year are January 31, april 30, July 31 and october 31. should the record date not be a banking day, the record date will be moved to the immediately preceding banking day. In other respects, the Preference shares do not provide dividend rights.

whEn CAn I suBsCrIBE for nEw prEfErEnCE shArEs undEr thE IssuE?You can subscribe for Preference shares during the application period of June 11 – June 21, 2012. You subscribe by completing an applica-tion form prepared for the offer. an application must encompass no fewer than 30 Preference shares, and any shares above this amount must be subscribed for in even blocks of five Preference shares.

whAt Is thE suBsCrIptIon prICE?the subscription Price is seK 400 per Prefer-ence share. no commission will be charged.

CAn I CAnCEl An ApplICAtIon?You cannot cancel an application. a subscrip-tion application is binding.

how wIll I Know If I hAvE BEEn AlloCAtEd shArEs?allocation is expected to take place around June 25, 2012. Contract notes will be sent out as soon as possible thereafter to those appli-cants who have been granted an allocation in the Issue. applicants who have not been allo-cated Preference shares will not be notified. Carnegie will also be able to provide informa-tion about the allocation of shares from 12:00 a.m. on June 26, 2012, on telephone number +46 8 588 694 86. In order to receive informa-tion about allocation, you must provide the following information: name, personal identity number/Corporate registration number and securities account.

whEn wIll I hAvE to pAY for mY AlloCAtEd shArEs?subscribed and allocated new Preference shares are to be paid for in cash in accordance with the instructions on the contract note, but not later than June 29, 2012.

whEn wIll trAdInG In thE prEfErEnCE shArEs CommEnCE?trading in the Preference shares is expected to commence on nasdaQ omX stockholm on July 6, 2012.

whErE CAn I fInd furthEr InformAtIon And ApplICAtIon formsfor further information and the complete terms and conditions, see the Prospectus that is available at www.eniro.com and www.carnegie.se and that can be ordered by telephoning +46 8 588 694 86.

application forms can be downloaded at www.eniro.com and www.carnegie.se, and ordered by telephoning +46 8 588 694 86.

Questions regarding the new share Issue can be answered during office hours on telephone +46 8 588 694 86.

QuEstIons And AnswErs


EnIro Is a leading search company in the media industry, with operations in sweden, norway, denmark, finland and Poland. In 2011, 69 percent of the Company’s revenues derived from digital media (excluding directory assistance services). the Company specializes in local search and eniro’s well-known brands, products and services create user value for a vast number of users each day.

EnIro’s CustomErs are paying adver-tisers who – via their presence in eniro’s complementary channels – ensure access and relevant searchability 24/7, irrespective of the distribution form. thanks to a local presence, eniro’s corporate customers ensure searchability and provide a contact interface with potential customers and companies. Better searchability means better business. Information in eniro’s databases is available

via various distribution channels, Internet and mobile services, printed directories and other publications, in addition to directory assistance and sms services.

EnIro mArKEts its products and services under well-known brands. In sweden, these are primarily eniro.se, Gula sidorna, din del and the 118 118 directory assistance service. In norway, Gule sider, Proff, Kvasir and the 1880 directory assistance are the primary brands. danish search services are marketed under the krak.dk, dgs.dk, mostrup and den røde lokal bog brands, while Panorama firm is the brand in Poland. In finland, customers encounter the 0100100 brand. eniro’s opera-tions in sweden, norway, denmark and Poland market and sell advertisements to thousands of customers through one of the largest sales forces in the nordic region. each year,

the Company’s sales representatives contact millions of existing and potential customers.

EnIro hAs about 3,400 employees. operations are organized on the basis of two revenue streams: directories, consisting of online/mobile, Print, and media Products, and Voice. eniro generated total operating revenues of seK 4,323 m in 2011, comprising seK 2,373 m for online/mobile and media Products, seK 1,051 m for Print and seK 899 m for Voice. eBItda in 2011 totaled seK 1,031 m (including adjustments for changed accounting policies for pension liabilities).

EnIro hAs been listed on nasdaQ omX stockholm since 2000 as part of the mid Cap segment. the Company is index classified under Consumer discretionary/advertising.

EnIro In BrIEf

EnIro’s BusInEss modEl

user services Customer/advertiser products Channels revenue models Customers• Eniro.se• Gulesidor.no• Krak.dk• Proff• Anbefalt/Rejta/Det Hitter• Panoramafirm.pl• Apps & E-book readers

onlin

e /m

obile

• Profiling• Visibility• Online ranking• Listing• Corporate information• Mobil website• Ranking on mobile

• Field sales• Tele-sales• Customer service• Postal correspondence

• Ongoing during the year

• > 1,000s of customers

• Gula sidorna• Din Del• Ditt Distrikt• Rød Lokalbog• Mostrup• Panoramfirm

prin

t

• Listing• Logs• Advertisements


• Advance payment/ on publication

• > 1,000s of customers

• Websites• Search engines

med

ia p

rodu

cts • Banners

• Video presentations• Websites• Sponsored links• SEO1)

• Use of APIs2) and maps


• Ongoing• Fixed charge• Variable rate

subscription• Cost per click (CPC) • Subscription

• Small and midsize companies

• 118 118• 1880• 0 100 100

voic

e • “Questions and answers”• Voice ranking• Name and number

• Service directly to end user

• Per call or SMS • > 29 million calls• > 7 million SMS

1) (search engine optimization) a service whereby eniro helps small/midsize companies to optimize their websites so that they contain the right search words thus helping them to describe their businesses in an effective manner that improves searchability for search engines.

2) (application Programming Interface) a service where eniro under agreements offers external websites and search services access to and re-use of search and contact data and map navigation from eniro’s databases.


EnIro’s fInAnCIAl tArGEts for 2012 regarding:

operating revenuesthe target of revenue growth from 2012 has been revised from previous organic revenue growth to total revenue growth that also includes the acquisition of de Gule sider in denmark. the target of maintaining an eBItda in 2012 in line with 2011 stands firm.

EBItdAthe aim for 2012, taking into account the revenue mix and continued savings, is to maintain eBItda at the 2011 level.

CostsIn 2012, total costs are expected to be reduced by seK 200 m compared with 2011.the planned cost savings do not include exchange-rate effects, effects of corporate divestments and acquisitions or higher third-party costs due to the shift in revenue mix toward higher revenues from third-party cooperation.

Capital structurethe target is that net debt in relation to eBItda will not exceed 3.0 times.

working capitalWorking capital for the full-year 2012 is expected to be about 0.

EnIro’s dIvIdEnd polICY states that the Company’s overall aim is to reduce net debt in relation to the Group’s eBItda. the Company’s target is that net debt in relation to eBItda will not exceed a multiple of three, and a reduction in the Company’s debt continues to be prioritized. the Company’s loan agreement also contains restrictions on the Board’s right to propose dividends.

the new share Issue and the repayment will mean that the Group’s total net debt in relation to consolidated eBItda will fall below a multiple of three. the banks in the bank consortium have also pre-approved eniro’s right to both propose and pay dividends on Preference shares in accordance with their terms and conditions provided that eniro does

not default on payment in accordance with the terms in the credit facility.

dividend policy for ordinary shareseniro will prioritize a reduction in net debt ahead of dividends on ordinary shares in the next few years. the long-term objective is to create dividend capacity for ordinary shares.

dividend policy for preference sharesdividends on Preference shares are to be paid in accordance with the provisions of the arti-cles of association, meaning an annual divi-dend of seK 48, based on quarterly payments of seK 12 per Preference share from the date of the new share Issue until the first record date after the 2017 annual General meeting. after the first record date following the 2017 annual General meeting, the annual dividend will increase by seK 4 per year.


The following summary of financial information pertaining to the 2009–2010 fiscal years has been taken from Eniro’s audited consolidated finan-cial statements, which were prepared in accordance with IFRS and examined by the Company’s auditors. Information pertaining to the January 1 – December 31, 2011 period and the balance sheet as per December 31, 2011 as well as pertaining to the April 1, 2011 – March 31, 2012 period and the balance sheet as per March 31, 2012 have been taken from Eniro’s interim report for the January 1 – March 31, 2012 period, which was prepared in accordance with IFRS and was not examined by the Company’s auditors.

The pro forma financial information presented below illustrates how Eniro’s income statement and cash flow statement would have appeared if the Repayment and the Issue had taken place on April 1, 2011 and how the balance sheet would have appeared on March 31, 2012 had the Repay-ment and the Issue taken place on that date. The pro forma balance sheet also includes the effects resulting from the Repayment and the Issue in the prepared pro forma income statement and cash flow statement. The pro forma financial information is intended only to describe a hypothetical situation and has been produced for the sole purpose of outlining the information and is not intended to present the current financial situation or the income statement that the Company would have had had Repayment or the Issue taken place on the dates mentioned; nor does the informa-tion present the current financial position or the Company’s results at a future point in time.

The pro forma financial information has not been audited or examined and is based on unaudited financial information. The accounting policies applied are IFRS.

The pro forma balance sheet is based on a new issue of a total of 1,000,000 Preference Shares at a Subscription Price of SEK 400 per share and that debt in a nominal amount of approximately SEK 540 M is repaid for about SEK 384 M.

The pro forma financial information presented in this section should not be viewed as an indication of the actual operating income or financial position that would have arisen had the Repayment and the Issue been conducted during the relevant periods; nor should the information be viewed as an indication of future operating income or financial position.

the following summary of the consolidated financial statements should be read together with eniro’s consolidated financial statements and accompanying notes for 2009–2011, as well as eniro’s interim report for January 1 – march 31, 2012, and the Prospectus.

none of the new and amended Ifrss and IfrIC interpretations that came into force on

January 1, 2012 had any material impact on the Group’s financial statements.

as of January 1, 2012 and in accord-ance with the existing Ias 19, eniro stopped applying the “corridor method.” Instead all actuarial gains and losses are recognized in other comprehensive income when they arise. accordingly, accrual accounting of actuarial

losses in operating income will cease. the periods april 1, 2011 – march 31, 2012 and January 1 – december 31, 2011 as well as the balance sheet as per december 31, 2011 have been restated in the financial informa-tion below in accordance with the changed accounting policies.

CondEnsEd InComE stAtEmEnt

sEK m

2009

2010

2011*)

12 monthsApril 1, 2011 –

march 31, 2012*)

Adjustment for

pro formaApril 1, 2011 –

march 31, 2012*)new share Issue repayment

operating revenues 6,581 5,326 4,323 4,316 4,316operating costs, excl. depreciation/amortization

and impairment –4,774 –4,721 –3,292 –3,251

–3,251EBItdA 1,807 605 1,031 1,065 1,065

depreciation/amortization and impairment –1,115 –4,781 –855 –865 –865operating income 692 –4,176 176 200 200

financial items, net –460 –563 –364 –369 691) –300Income before tax 232 –4,739 –188 –169 –100

extraordinary revenues 1562) 156Income tax 376 119 4 –2 –593) –61net income 608 –4,620 –184 –171 1656) –6

*) restated in accordance with new accounting policy regarding pensions

CondEnsEd fInAnCIAl InformAtIon


CondEnsEd BAlAnCE shEEt

sEK m

dec 31, 2009

dec 31, 2010

dec 31, 2011*)

march 31, 2012*)

Adjustment for

pro formamarch 31, 2012*)new share Issue repayment

Intangible assets 14,453 8,336 7,666 7,613 7,613deferred income tax assets 281 323 391 414 –593) 355other non-current assets 501 185 125 92 92receivables and other 1,607 1,293 1,050 927 927Cash and cash equivalents 350 450 557 441 4004) –3635) 478total assets 17,192 10,587 9,789 9,487 400 –422 9,465

Common share equity 6,112 3,469 3,028 3,017 11710) 3,134Preference share equity 4004) 400total equity 6,112 3,469 3,028 3,017 400 117 3,534

deferred income tax liabilities 630 353 274 252 252Interest-bearing liabilities 7,545 4,286 4,127 3,983 –5407) 3,443other liabilities 2,905 2,479 2,360 2,235 2,235total equity and liabilities 17,192 10,587 9,789 9,487 400 –422 9,465


CondEnsEd CAsh flow stAtEmEnt

sEK m

2009

2010

2011*)


march 31, 2012*)Adjustment for


march 31, 2012*)new share Issue repaymentCash flow from operating activities 1,402 372 371 461 69 1) 530Cash flow from investing activities –299 –195 –141 –140 –140Cash flow from financing activities –1,083 –44 –117 –469 3528) –3849) –501Cash flow 20 133 113 –148 352 –315 –111


KEY rAtIos

sEK m

2009

2010

2011*)


march 31, 2012*)Justering för


march 31, 2012*)nyemission Återbetalning net debt/eBItda 3.7x 6.5x 3.4x 3.3x 2.8xdebt/equity ratio, net 1.1x 1.1x 1.2x 1.2x 0.8xequity/assets ratio, % 35.6 32.8 30.9 31.8 37.3Interest coverage ratio 3.9x 1.1x 2.8x 2.9x 3.5xnet income: attributable to holders of ordinary shares, per share 59.05 –248.43 –1.84 –1.71 –0.53attributable to holders of Preference shares, per share n.a. n.a. n.a. n.a. 48


1) reduced interest cost as a result of lower interest-bearing debt outstanding and lower interest margin on remaining outstanding interest-bearing debt2) the accounting effect of the repayment in advance, excluding the reversal of capitalized administrative costs attributable to this portion of the loan3) Income tax of 26.3 percent on the net income effect of note 1 and note 2 4) the issue amount excluding transaction costs 5) the effect on net liquidity from note 1, note 8 and note 9 6) the effect on net earnings from note 1, note 2 and note 3 7) the nominal amount of the repaid loan 8) twelve-month dividend amount on Preference shares and note 4 9) the liquidity effect from the repayment 10) the effect on equity from twelve-month dividend amount on Preference shares as well as note 1, note 2 and note 3


fInAnCInGeniro’s business activities are primarily financed by equity and interest-bearing debt. equity on march 31, 2012 amounted to seK 3,017 m, of which share capital accounted for seK 2,504 m, other paid-in capital of seK 4,767 m, reserves of seK –116 m and loss carry forwards of seK –4,138 m.

CrEdIt fACIlItYeniro’s main loan financing comprises of a credit facility with a consortium of banks comprising danske Bank a/s, denmark, swedish branch, dnB Bank asa, swedish branch, svenska handelsbanken aB (publ), nordea Bank aB (publ), the royal Bank of scotland plc, skandinaviska enskilda Banken aB (publ) and swedbank aB (publ).

an amendment agreement pertaining to the loan agreement (“amendment agree-ment”) has been signed as a consequence of the new share Issue and the repayment under which amendments and updates were made to the existing loan agreement. the new amended and updated credit facility will come into effect when all of the conditions for them coming into force, as stipulated in the amend-ment agreement, have been met.

on march 31, 2012, eniro’s total borrowing amounted to seK 3,961 m, divided into seK 3,466 m in long-term liabilities and seK 495 m in short-term liabilities.

on march 31, 2012, 48 percent of the utilized amount had been hedged at a fixed interest rate until august 21, 2012.

eniro applies an interest ratchet for the interest margin based on the Company’s leverage ratio (defined as the consolidated net debt in relation to eBItda). the interest ratchet for the interest margin extends from 5.5 percent if net debt in relation to eBItda exceeds 4 times to 3.0 percent if the leverage ratio falls below 2.0 times.

shareholders number of shares percent

länsförsäkringar fondförvaltning aB 10,075,234 10.1danske Capital sverige aB 9,950,000 9.9staffan Persson and companies 8,196,318 8.2swedbank robur funds 4,907,469 4.9aP7 4,767,534 4.8skandinaviska enskilda Banken s.a., W8ImY 3,906,309 3.9Unionen 3,304,027 3.3försäkringsaktiebolaget, avanza Pension 2,324,655 2.3CmU seB 2,062,903 2.1Gladiator 2,000,000 2.0other shareholders (including 3,266 treasury shares) 48,686,291 48.6total 100,180,740 100.0

see also to the Prospectus and note 15 in eniro’s 2011 annual report for more informa-tion on eniro’s borrowing.

worKInG CApItAleniro’s working capital requirements are primarily related to changes in work in progress, accounts receivables and other current receivables. these items are financed in part through corresponding accounts payable and other current liabilities. eniro’s working capital requirements are not exposed to any specific seasonal variations. In eniro’s opinion, the Company’s existing working capital is sufficient for its current needs for the forthcoming 12 months.

fInAnCIAl rEsourCEs And CAsh flowover the years, eniro has primarily financed the liquidity and capital requirements of its business operations using cash flows from operating activities and, to a lesser extent, through borrowing, primarily under the existing credit facility described in the Credit facility section above. after having received the net proceeds from the new share Issue,

the financing of eniro’s liquidity and capital requirements will still primarily comprise cash flow from operating activities and external borrowing. on march 31, 2012, eniro’s cash and cash equivalents amounted to seK 441 m. In addition, eniro had an unutilized credit facility of seK 238 m on the same date. Cash and cash equivalents including unutilized credit facilities totaled seK 679 m on march 31, 2012.

ownErshIp struCturEthe number of eniro shareholders on may 31, 2012 was 13,768. on the same date, according to information available to eniro, the holdings of the ten largest shareholders, grouped as owner groups, corresponded to 51.2 percent of the share capital and the holdings of non-swedish shareholders to 34.0 percent of the share capital. on the same date, eniro held 3,266 treasury shares. the total cost of the bought-back shares held in treasury on the same date was seK 50 m.

the table below provides an overview of eniro’s largest shareholders on may 31, 2012, including changes that took place after this date that are known to the Company.


rIsK fACtors

• the loan covenants, which might limit eniro’s financial and operational flexibility and misdemeanors of loan covenants could result in significant negative consequences,

• refinancing of the Company’s existing bank debt,

• an uncertain economic climate could have an adverse impact on eniro’s operations, financial position and earnings,

• technical development, customer satisfac-tion and user experiences interact and could have an adverse impact on eniro’s opera-tions, financial position and earnings,

• the risk that eniro is unable to maintain its competitiveness in relation to customers and users,

• the risk that eniro is unable to offer its users and customers a competitive product mix,

• an inefficient sales process could have a significant negative impact on eniro’s operations, financial position and earnings,

• the risk that eniro does not adjust its cost base appropriately,

• lower usage of printed products could have a significant negative impact on eniro’s operations, financial position and earnings,

• the risk that eniro is unable to attract new customers or retain existing customers,

• eniro depends on its It and communication systems functioning efficiently and without disruptions,

• eniro depends on external suppliers for its It infrastructure, certain online search services and its print and distribution services,

• the conditions for eniro’s success depend on certain key individuals in company management and on the Company’s ability to recruit and retain qualified sellers and It personnel,

• the loss of a significant number of sales personnel could affect the relationship between eniro and its customers,

• the acquisition or divestment of companies that have been or will be implemented by eniro could affect eniro’s operations, finan-cial position and earnings,

• eniro’s quarterly earnings may vary and this need not be an indication of eniro’s earn-ings for the full-year or future periods,

• disruptions, shortcomings or other causes of inefficiency in internal control could have a significant negative impact on eniro’s operations, financial position and earnings,

• infringement of eniro’s intellectual property rights could have a significant negative impact on eniro’s operations, financial position and earnings, and damage eniro’s reputation,

• eniro is subject to several different tax systems and changes in eniro’s tax situation could impact eniro’s operations, financial position and earnings,

• laws and regulations could have a signifi-cant negative impact on eniro’s operations, financial position and earnings,

• eniro could be held responsible for the incorrect treatment of data,

• eniro could be affected by legislative meas-ures and other political initiatives aimed at limiting the distribution of printed products,

• eniro could be held responsible for material that is made available on its websites and in other channels,

• if eniro’s publication authorization for certain websites is revoked, this could have a significant negative impact on eniro’s operations, financial position and earnings,

• legal proceedings or administrative proce-dures could have a significant negative impact on eniro’s operations, financial posi-tion and earnings,

• eniro depends on many small and midsized companies, thus exposing eniro to elevated credit risks,

• additional write-downs of goodwill and other intangible assets would have a nega-tive effect on eniro’s financial position,

• eniro is exposed to currency and interest-rate risks,

• the subscription undertakings are not guaranteed,

• the Preference shares could be delisted in the future,

• the liquidity of Preference shares could be low and the share price could fluctuate, and

• the dividends on Preference shares cannot be guaranteed.

The summary of certain risk factors provided below is only a limited and brief list of certain risk factors and does not comprise a complete state-ment of the risk factors that Eniro is exposed to, the New Share Issue and the ownership of Preference Shares. The Prospectus covers a more detailed number of risk factors, which potential investors should carefully consider together with the other information in the Prospectus before a decision is made about subscribing for Preference Shares in Eniro.

Eniro’s operations, the New Share Issue and the ownership of Preference Shares are affected, inter alia, by the following risk factors:

Inte

llect

a Fi

nans

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k 20

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5

Eniro AB (publ)Visiting address:Gustav III:s Boulevard 40

Postal address:SE-169 87 StockholmSwedenTelefon: 08-553 310 00Fax: 08-585 097 25 Carnegie Investment Bank AB (publ)Visiting address:Regeringsgatan 56

Postal address:SE-103 38 StockholmSweden

Documents

InformAtIon to shArEholdErs In EnIro · InformatIon to shareholders In enIro eniro has signed an agreement with one of eniro’s lending banks concerning an early repayment at discount