NOTICE TO ATTEND THE EXTRAORDINARY GENERAL MEETING

The shareholders of CDON Group AB (publ) are hereby invited to an Extraordinary
General Meeting of the shareholders on Friday 21 November 2014 at 10.00 a.m.
CET, at the offices of Advokatfirman Cederquist, Hovslagargatan 3 in Stockholm.
NOTIFICATION ETC.

Shareholders who wish to attend the Extraordinary General Meeting shall:

  · be entered in the share register maintained by Euroclear Sweden on Saturday
15 November 2014. Since the record date is a Saturday, shareholders must make
certain that they are registered in the share register on Friday 14 November
2014; and
  · give notice of their attendance not later than on Monday 17 November 2014,
preferably before  1.00 p.m. CET. Notification is to be submitted on the
Company's website at www.cdongroup.com, by telephone to +46 (0) 771 246 400 or
in writing to the address CDON Group AB, c/o Computershare AB, P.O. Box 610, SE
-182 16 Danderyd, Sweden.

The notification shall state name, personal identification number or company
registration number, address, telephone number and advisors, if applicable.
Shareholders whose shares are registered in the names of nominees must
temporarily re-register such shares in their own name in order to be entitled to
attend the Extraordinary General Meeting. In order for such re-registration to
be completed on Friday 14 November 2014 the shareholder must inform the nominee
well before this date. Shareholders attending by a proxy or a representative
should send documents of authorisation to CDON Group at the address above well
before the Extraordinary General Meeting. A template proxy form is available on
the Company's website www.cdongroup.com. Shareholders cannot vote or, in other
way, attend the Extraordinary General Meeting by remote access.

PROPOSED AGENDA

1. Opening of the Extraordinary General Meeting.
2. Election of Chairman of the Extraordinary General Meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two persons to check and verify the minutes.
6. Determination of whether the Extraordinary General Meeting has been duly
convened.
7. Resolution on approval of the Board's resolution regarding a new issue of
ordinary shares with preferential rights for the shareholders.
8. The Board's proposal to resolve to amend the Articles of Association.
9. Closing of the Extraordinary General Meeting.

RESOLUTIONS PROPOSED BY THE BOARD

Approval of the Board's resolution regarding a new issue of ordinary shares with
preferential rights for the shareholders (item 7)

The Board proposes that the Extraordinary General Meeting resolves to approve
the Board's resolution from 21 October 2014 to increase the Company's share
capital by a new issue of shares with preferential rights for the shareholders,
on the terms and conditions set out below. The new issue is estimated to raise
issue proceeds of approximately MSEK 650, before issue costs. The purposes of
the new issue are to fund the continued launch of the in-house developed payment
solution Qliro Payment Solution (approximately MSEK 300), investments in the
growth of new and existing subsidiaries (approximately MSEK 100) and redemption
of the Company's outstanding convertible bond (approximately MSEK 250).

CDON Group's largest shareholder Investment AB Kinnevik has committed to
subscribe for shares in the new issue corresponding to its pro rata share and
has undertaken to subscribe for the remaining shares in the new issue, if any,
by acting as guarantor.

No later than on 18 November 2014 the Board intends to announce the size of the
increase of the share capital, the number of ordinary shares to be issued, the
number of subscription rights each existing ordinary share shall entitle to as
well as the number of subscription rights that will be required to subscribe for
one new ordinary share and the subscription price to be paid for each new share.

In other respects, the following conditions shall apply to the rights issue.

The persons who on 25 November 2014 (the record date for the rights issue) are
registered as shareholders in CDON Group are entitled to receive subscription
rights.

Subscription of ordinary shares shall also be possible without subscription
rights. In the event that not all new ordinary shares are subscribed for with
subscription rights the Board shall resolve on allotment of ordinary shares that
have not been subscribed for with subscription rights, within the maximum amount
of the new issue, applying the following: Allotment of the new ordinary shares
shall firstly be made to those who also have subscribed for ordinary shares
through the use of subscription rights (irrespective of whether the subscriber
was registered as shareholder on the record date or not), and in the event that
allotment cannot be made in full to those, allotment shall be made pro rata in
relation to the number of subscription rights that have been used for
subscription of shares and should this not be possible, by the drawing of
lots.Secondly, allotment of new ordinary shares shall be made to those who have
subscribed for ordinary shares only without subscription rights, and in the
event that allotment cannot be made in full to those, allotment shall be made
pro rata in relation to the number of ordinary shares that each one subscribed
for, and should this not be possible, by the drawing of lots. Thirdly, any
remaining ordinary shares shall be allotted to Investment AB Kinnevik acting as
guarantor, subject to the terms and conditions of its guarantee undertaking.

Subscription with use of subscription rights shall be made by cash payment
during the subscription period from and including 28 November 2014 up to and
including 12 December 2014. Subscription without use of subscription rights
shall be made through subscription on a designated application form or
subscription list during the period set out above, except that subscription of
new shares by Investment AB Kinnevik, in its capacity as guarantor shall be made
from and including 28 November 2014 up to and including 18 December 2014. Shares
that are subscribed for without use of subscription rights shall be paid no
later than three Swedish bank days after the notice of allotment has been sent
to the subscriber. The Board shall have the right to extend the subscription
period and the term of payment.

The Company will provide for excess subscription rights being sold. The sale
shall relate to each shareholder's subscription rights which do not correspond
to an entire ordinary share. The proceeds from the sale of subscription rights,
apart from the sales costs, shall be allocated between the persons who would
have been entitled to the subscription rights and subscribe for the new ordinary
shares respectively.

The new ordinary shares will entitle to dividend as from the time the new shares
are recorded in the shareholders' register maintained by Euroclear Sweden.

The Board's proposal to resolve to amend the Articles of Association (item 8)

The Board proposes that the Extraordinary General Meeting resolves to amend the
Articles of Association. The proposed amendments include changing the Company's
name and object of its business as well as the minimum and maximum share capital
and number of shares.

§ 1
Current wording: The name of the Company is CDON Group AB. The Company is a
public company (publ).
Proposed wording: The Company's name is Qliro Group AB (publ).

§ 3 second paragraph
Current wording: The object of the Company’s business is mail order and
retailing on the internet with film, music, games, books, ready-made clothing,
food, health, beauty, toys, baby carriages and other children accessories,
interior decorating, fashion, building supplies, tools, auto parts, and consumer
electronics, to own shares and other participation rights and share certificates
and other similar securities as a part of the business, to own and manage real
estate as well as movables, and carry on other activities compatible therewith.
Proposed wording: The object of the Company's business shall be to own and
manage real property and movables, primarily through investments in businesses
within the areas internet, online, e-commerce and retailing primarily with
consumer brands and products as well as financing operations, with necessary
licenses or authorisations from authorities where relevant. Furthermore, the
object of the Company's business shall be to conduct business operations
compatible with the above mentioned businesses.

§ 4 first - third paragraph
Current wording: The Company’s share capital shall be not less than SEK
100,000,000 and not more than SEK 400,000,000.
Proposed wording: The Company’s share capital shall be not less than SEK
200,000,000 and not more than SEK 800,000,000.

Current wording: The number of shares in the Company shall be not less than
50,000,000 and not more than 200,000,000.
Proposed wording: The number of shares in the Company shall be not less than
100,000,000 and not more than 400,000,000.

Current wording: Shares may be issued in two classes, ordinary shares and Class
C shares. Ordinary shares may be issued up to a maximum amount of 200,000,000
and Class C shares up to a maximum amount of 200,000,000.
Proposed wording: Shares may be issued in two classes, ordinary shares and Class
C shares. Ordinary shares may be issued up to a maximum amount of 400,000,000
and Class C shares up to a maximum amount of 400,000,000.

Special majority requirements

A valid resolution under item 8 requires support of shareholders holding not
less than two thirds of both the votes cast and the shares represented at the
Extraordinary General Meeting.

MISCELLANEOUS

Authorisation

The Board, or the person that the Board will appoint, shall be authorised to
make the minor adjustments in the Extraordinary General Meeting's resolutions as
may be required in connection with the registration with the Swedish Companies
Registration Office and Euroclear Sweden.

Documentation

Documentation pursuant to Ch 13 Sec 6 of the Companies Act (2005:551) and the
proposed wording of the Articles of Association will be made available to the
shareholders during three weeks prior to the Extraordinary General Meeting on
the Company's website at www.cdongroup.com, at the Company's premises at
Sveavägen 151 in Stockholm, Sweden, and will be sent to shareholders who so
request and state their postal or email address.

Shareholders' right to request information

The Board and the Chief Executive Officer shall, if any shareholder so requests
and the Board assess that it can be done without material harm to the Company,
provide information regarding circumstances that may affect the assessment of an
item on the agenda.

Shares and votes

There are a total number of 100,688,186 shares in the Company, whereof
99,513,186 ordinary shares and 1,175,000 Class C shares, corresponding to a
total of 100,688,186 votes. The Company currently holds 1,175,000 of its own
Class C shares corresponding to 1,175,000 votes which cannot be represented at
the Extraordinary General Meeting.

Stockholm, October 2014

CDON Group AB (publ)

The Board of Directors

___________

Other information

Schedule for the Extraordinary General Meeting

The doors open for shareholders at 9.15 a.m. CET.

The Extraordinary General Meeting commences at 10.00 a.m. CET.

___________

About CDON Group

CDON Group is the leading e-commerce group in the Nordic region. Since the start
in 1999, the Group has expanded and broadened its product portfolio and is now a
leading e-commerce player in consumer goods and lifestyle products through
CDON.com, Lekmer, Nelly (Nelly.com, NLYman.com, Members.com), Gymgrossisten
(Gymgrossisten.com/Gymsector.com, Bodystore.com, Milebreaker.com) and Tretti.
The group also comprises the payment solution Qliro. In 2013, the group
generated SEK 4.5 billion in revenue. CDON Group’s shares are listed on
Stockholm’s Nasdaq Mid-cap list under short name “CDON”.

The information is of such character, which CDON Group AB (publ) shall disclose
in accordance with the Securities Market Act (2007:528) and/or the law on
Trading with Financial Instruments (1991:980). The information was distributed
for disclosure at 8.00 a.m. CET on 22 October 2014.