Annual General Meeting 2013

CDON Group AB (publ.), the leading e-commerce group in the Nordic region, today
announced that the Annual General Meeting of CDON Group shareholders, held today
in Stockholm, voted to support all of the resolutions that the Board of
Directors and Nomination Committee proposed to the AGM.
The Meeting affirmed the income statement, the balance sheet, the consolidated
income statement and the consolidated balance sheet. The meeting approved that
the retained profits, the share premium reserve and the profit for the year,
corresponding to a total of SEK 266,881,967.32 to be carried forward, and SEK
141,033,274.00 of the total carried forward to the share premium reserve.

The Meeting discharged the Board of Directors and the CEO from liability for the
financial year 2012.

The Meeting resolved to re-elected Mia Brunell Livfors, Mengmeng Du, Lars-Johan
Jarnheimer and Lars Nilsson as directors of the Board and to elect David Kelly,
Jonas Kjellberg and Patrick Andersen as new directors of the Board. Further, the
AGM re-elected Lars-Johan Jarnheimer as Chairman of the Board.

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 3,071,000 of which SEK 670,000 shall be allocated
to the Chairman of the Board, SEK 325,000 to each of the directors of the Board
and SEK 451,000 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
75,000 shall be allocated to the Chairman and SEK 38,000 to each of the other
two members. Furthermore, remuneration to the auditor shall be paid in
accordance with approved invoices.

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 resolved to adopt a performance based incentive programme (‘the
Plan’) that will include in total approximately 40 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 employee stock options  according to stipulated terms. Subject to the
fulfilment of the Plans terms, the retention rights and performance rights will
entitle the participant to receive ordinary shares free of charge and employee
stock options will entitle the participant to purchase shares at a set price
after a three year vesting period.

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
700,000 Class C shares to Nordea Bank AB (publ) and subsequently resolve to
repurchase the same shares.

At a statutory meeting of the Board of Directors following the Meeting, the
Audit and Remuneration Committees were appointed. Lars Nilsson was appointed
Chairman of the Audit Committee while Patrick Andersen (new member) and David
Kelly (new member) were appointed as Audit Committee members. Mia Brunell
Livfors was appointed Chairman of the Remuneration Committee while Lars -Johan
Jarnheimer and Mengmeng Du were appointed as Remuneration Committee members.
For further information please visit cdongroup.com or contact:
Press, investor and analyst enquiries:
Fredrik Bengtsson, Head of Communications and Investor relations
Tel: +46 (0) 700 80 75 04
Email: press@cdongroup.com, 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 and Lekmer.com),
Fashion (Nelly.com and Members.com), Sports & Health (Gymgrossisten.com,
Bodystore.com and Milebreaker.com) and Home & Garden (Tretti.com and Room21.com)
segments. CDON Group’s online stores attracted approximately 244 million site
visits and more than two million unique customers during 2012.

The information in this announcement is such that CDON Group AB (publ) is
required to disclose under the Securities Markets Act. This information was
released for publication at 15:30 CET on 14 May 2013.