CDON Group 2012 Annual General Meeting of shareholders

CDON Group AB (publ.), the leading e-commerce group in the Nordic region, today
announced that the Annual General Meeting of CDON Group shareholders, which was
held today in Stockholm, voted to support the following resolutions proposed to
the Meeting.
The Meeting affirmed the income statement and balance sheet and the consolidated
income statement and the consolidated balance sheet, and approved that the
retained profits, the share premium reserve and the profit for the year,
corresponding to a total of SEK 271,842,913.58 to be carried forward, and SEK
139,870,129 of the total carried forward to the share premium reserve.

The Meeting discharged the Board of Directors and the CEO from liability for the
full year 2011.

The Meeting re-elected Mia Brunell Livfors, Mengmeng Du, Lars-Johan Jarnheimer,
Lars Nilsson, Henrik Persson and Florian Seubert as members of the Board. The
Meeting also elected Lars-Johan Jarnheimer as chairman of the Board. As
previously announced, Hans-Holger Albrecht had declined re-election.

The Meeting approved the fixed remuneration for each director of the Board for
the period until the end of the next Annual General Meeting. The remuneration
shall amount to a total of SEK 2,625,000 of which SEK 650,000 shall be allocated
to the Chairman of the Board, SEK 315,000 to each of the directors of the Board
and SEK 400,000 as remuneration for the work performed in the Board of Directors
different committees. The Nomination Committee proposes that for work within the
Audit Committee SEK 150,000 shall be allocated to the Chairman and SEK 75,000 to
each of the other two members. For work within the Remuneration Committee SEK
50,000 shall be allocated to the Chairman and SEK 25,000 to each of the other
two members. Furthermore, remuneration to the auditor shall be paid in
accordance with approved invoices.

The Meeting approved to re-elect the auditing firm KPMG AB as the company
auditor for the period until the end of 2016 Annual General Meeting.

The Meeting resolved to approve the proposed procedure for the Nomination
Committee.

The Meeting approved the proposed guidelines for remuneration for senior
executives.

The Meeting approved to adopt a performance based incentive programme (‘the
Plan’) that will include in total approximately 20 senior executives and other
key employees within CDON Group. In order to participate in the Plan, the
participants are required to own shares in CDON Group. These shares can either
be shares already held or shares purchased on the market in connection with the
notification to participate in the Plan. Thereafter the participants will be
granted, free of charge, retention rights, and in certain cases, performance
rights and stock options according to stipulated terms. Subject to the
fulfilment of the Plans terms, each retention right and performance right will
entitle the participant to receive one ordinary share free of charge and each
performance option will entitle the participant to purchase one share at a price
corresponding to 120 per cent of the share price at grant.

To ensure the delivery of shares under the Plan, the Annual General Meeting
resolved to authorise the Board of Directors to decide on a directed issue of
Class C shares to Nordea Bank AB (publ) and subsequently resolve to repurchase
the same shares. Further, the Annual General Meeting resolved that the
repurchased Class C shares may be reclassified into ordinary shares and
subsequently transferred to the participants under the Plan.

The Annual General Meeting resolved to reject the proposal from shareholder
Fredrik Norberg to instruct the Board of Directors to examine the possibility
for CDON Group to offer benefits to the shareholders.

At a statutory meeting of the Board of Directors following the Meeting, the
Audit and Remuneration Committees were appointed. Lars Nilsson was reappointed
as Chairman of the Audit Committee while Henrik Persson and Florian Seubert were
appointed as Committee members. Mia Brunell Livfors was reappointed as Chairman
of the Remuneration Committee while Lars –Johan Jarnheimer and Mengmeng Du were
appointed as Committee members.

***
For further information, visit cdongroup.com or contact:
Paul Fischbein, President and CEO
Tel: +46 (0) 10 703 20 00

Press, investor and analyst enquiries:
Fredrik Bengtsson, Head of Communications
Tel: +46 (0) 70 080 75 04
Email: ir@cdongroup.com
About CDON Group

CDON Group is the leading e-commerce group in the Nordic region. Established in
1999, the Group has continuously expanded its product portfolio and is now a
leading e-commerce player in the Entertainment (CDON.COM, BookPlus.fi,
Lekmer.com), Fashion (Nelly.com, , Heppo.com,, Members.com), Sports & Health
(Gymgrossisten.com, Bodystore.com) and Home & garden (Tretti.com, Rum21.se)
segments. The Group reported revenues of SEK 3.4 billion for the full year 2011.
CDON Group is listed on NASDAQ OMX Stockholm Mid-cap under the short name CDON.

The information in this announcement is that which CDON Group AB is required to
disclose under the Securities Markets Act. This information was released for
publication at 12:00 CET on 8 May 2012.