Eniro’s nomination committee proposes new Board of Directors and incentive programmes consisting of warrants for the Board and management

  · The nomination committee proposes that the annual general meeting on 27
April elects a new Board of Directors for the company and resolves to introduce
two incentive programmes consisting of warrants for the Board and senior
executives, respectively.

  · Eniro’s nomination committee proposes the election of Björn Björnsson as new
chair of the Board of Directors and Joachim Berner, Örjan Frid and Ola Salmén as
new members of the Board of Directors of Eniro AB. Lars-Johan Jarnheimer, chair,
and the directors Anna Settman, Stina Honkamaa Bergfors, Leif AA. Fredstedt and
Cecilia Lager, have all declined re-election.

  · The nomination committee further proposes two incentive programmes
consisting of warrants for the Board and senior executives, respectively, which
represent a dilution effect of approximately 3 percent.
NEW BOARD OF DIRECTORS

“The Board of Eniro has had an extraordinary workload for a number of years,
which has put heavy demands on the directors and the nomination committee has
been made aware of the need to find an entirely new Board. We propose that the
Board consists of four members with great competence and relevant experience. We
have strived for a composition that can match the needs of the company for the
moment and we are happy to be able to propose a new Board with such extensive
financial competence as well as vast experience from transformational work and
relevant businesses such as IT and media”, comments Pehr-Olof Malmström, chair
of the nomination committee of Eniro.

Björn Björnsson, Civ. economist, Chair

Björn Björnsson is one of Sweden’s most experienced Board members. He has a
background as financial analyst, investment manager and advisor. He has had
several Board assignments in Swedish companies, amongst other things, served as
chair in Bure Equity up until 2012 and before then he has been a member of the
Board of Directors of E Öhman Jr, Skandia, Billerud and JM and others.

Björn Björnsson is currently a member of the Board of Directors of, amongst
others, H Lundén AB, Solidium AB and is currently chair of the Board of
Directors of Swiss Cape Capital.

Ola Salmén, Civ. economist, Director

Ola Salmén has a strong financial competence and experience from positions as,
amongst others, CFO in Swedish industrial and service companies such as Sandvik
and Vin & Sprit. During his long career he has also held positions at
Handelsbanken, Stora Financial Services, Swedish Match Finance International and
worked as auditor.

Ola Salmén is currently a member of the Board of Directors of the education
company Lernia AB and the infrastructure company Svevia AB.

Joachim Berner, Civ. economist, Director

Joachim Berner has a background from businesses where media is combined with
investment business. Since several years he is the CEO of Christian Berner
Invest AB, but has also served as editor in chief at both Dagens Nyheter as well
as Expressen. Also, Joachim as held the position as managing editor at
Göteborgsposten and Privata Affärer. In addition, Joachim has also held the
position as CEO at one of Sweden’s leading advertising firms, Lowe Brindfors.

Joachim Berner is currently chair of the Board of Directors in, among others,
Lokaltidningen Mitt i Stockholm AB and Handelshögskolan i Göteborg and member of
the Board of Directors of, amongst others, Yrkesakademin AB and NHST Media Group
i Oslo.

Örjan Frid, Civ. economist, Civ. engineer, Director

Örjan Frid has more than 25 years of turn-around work in a great number of
Swedish companies in various businesses. He has served as interim CEO, COO and
project manager in organisations subject to great transformations and
restructuring. He has, amongst other things, served as CEO of Patria Helicopters
AB, Eneas Energy AB and Trade Doubler AB. Also, he has held leading positions
within transformation work at, amongst others, Camfill, Teligent and Cybercom.

INCENTIVE PROGRAMMES

The nomination committee further proposes the annual general meeting to resolve
on the establishment of two incentive programmes based on warrants, one in
relation to the members of the Board of Directors and another in relation to
certain senior executives.

The company is over the next one to three years predicted to carry out an
extensive transformation program, during which the Board of Directors and the
senior executives are expected to have a close and extensive cooperation
regarding the development and implementation of a series of measures for
structural change for the company. It is of importance that both the members of
the Board of Directors as well as key employees have a consistent and clear
motivational ownership in the company throughout this process, aligning their
interest with that of the shareholders. An important element in the design of
the programmes is that the participants take a certain personal risk. The
acquisition cost of the warrants has been balanced against the warrants'
exercise price and maturity pursuant to generally accepted market valuation
principles. Furthermore, the nomination committee considers that the programmes
will contribute to the possibilities to recruit and retain skilled and
experienced members of the Board of Directors as well as key employees.

The warrant programmes imply that the company issues 19,850,000 warrants, of
which the proposed four new members of the Board of Directors are offered to
acquire up to 2,975,000 warrants each, the CEO up to 1,700,000 warrants and four
other senior executes in the group management up 1,300,000 warrants each. If any
of the members of the Board of Directors or senior executives does not wish to
acquire his or her share, the company will retain the warrants in order to be
able offer them to new members of the Board of Directors (upon resolution of the
general meeting) or other senior executives in the future.

The warrants will be acquired at fair market value, which will be established by
a valuation of the warrants in accordance with the Black & Scholes model or any
other generally accepted valuation model.

Exercise of warrants for the subscription of shares, shall take place during the
period from and including 1 May 2019 up to and including 31 May 2019. The
subscription price for the shares which are subscribed for by virtue of the
warrants, shall be determined as 150 percent of the average price for Eniro’s
ordinary share during the five trading days preceding the annual general meeting
2016 and be paid in cash.

Upon full exercise of the warrants no more than 19,850,000 new ordinary shares
will be issued, which represent a dilution effect of approximately 3 percent,
based on the number of shares (after full dilution resulting from full
conversion of outstanding convertibles) at the date of the notice.

Since the acquisition of the warrants will be carried out at market terms, the
warrants are deemed not to cause any wage costs or any social security
contributions for the company.

The nomination committee has prepared the warrant programmes, during the
nomination process for the members of the Board of Directors, and in
consultation with the company’s departing members of the Board of Directors as
well as major shareholders. Since the nomination committee proposes a Board of
Directors which consists solely of new members, the proposal for an incentive
programme for the senior executives (including the CEO) has also been prepared
by the nomination committee.

NOMINATION COMMITTEE

The nomination committee of Eniro consists of Pehr-Olof Malmström (Danske
Capital), Staffan Persson (Zimbrine Holding BV), Sebastian Jahreskog (own shares
and via company), Jesper Bonnivier (Länsförsäkringar Fondförvaltning AB), and
Lars-Johan Jarnheimer, chair of the Board of Directors of Eniro.

ANNUAL GENERAL MEETING

The annual general meeting 2016 of Eniro takes place Wednesday, 27 April 2016 at
the company’s headquarters, Gustav III:s Boulevard 40, Solna. For further
information, see the notice for the AGM, which can be found at Eniro’s website
www.enirogroup.com.
For further information please contact

Pehr-Olof Malmström, Chairman of the nomination committee of Eniro, telephone
+46 752481954.
Eniro AB (publ) is required to make this information public in accordance with
the Swedish Securities Market Act and/or the Financial Instruments Trading Act.
The information was released for publication on March 29 2016 at 08.00AM (CET).

Eniro is a leading search company for individuals and businesses in the Nordic
region. With quality-assured content and an unrivalled user experience Eniro
inspires local discoveries and makes local communities thrive. Eniro's content
is available through internet  and mobile services, printed directories,
directory assistance and SMS services. Each week Eniro Group’s digital services
have 8.1 million unique visitors who perform 14.5 million searches. Eniro Group
has about 2,000 employees and operations in Sweden, Norway, Denmark, Finland and
Poland. The company is listed on Nasdaq OMX Stockholm [ENRO] and headquartered
in Stockholm. In 2015, revenues amounted to SEK 2,438 m, with a profit before
depreciation (EBITDA) of SEK 383m. More on Eniro at enirogroup.com.