NOTICE TO ATTEND THE ANNUAL GENERAL MEETING

The shareholders of Qliro Group AB (publ) are hereby invited to the Annual
General Meeting of shareholders on Monday 23 May 2016 at 3.00 p.m. at Hotel
Rival, Mariatorget 3 in Stockholm.
NOTICE ETC.
Shareholders who wish to attend the Annual General Meeting shall

  · be entered in the share register maintained by Euroclear Sweden on Tuesday
17 May 2016,
  · give notice of their attendance no later than Tuesday 17 May 2016,
preferably before 1.00 p.m. CET. Notice to attend is to be made on the company's
website at www.qlirogroup.com, by telephone to +46 (0) 771 246 400 or by mail to
Computershare AB "Qliro Group's AGM", P.O. Box 610, SE-182 16 Danderyd, Sweden.

Shareholders shall in their notice to attend state name, personal identification
number or company registration number, address, phone 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 Annual General Meeting. In order for such re-registration
to be completed on Tuesday 17 May 2016 the shareholder must inform their
nominees well before that day. Shareholders attending by a proxy or a
representative should send documents of authorisation to the mail address above,
well before the Annual General Meeting. A template proxy form is available on
the company's website www.qlirogroup.com. Shareholders cannot vote or, in other
way, attend the Annual General Meeting by remote access.
PROPOSED AGENDA

 1. Opening of the Annual General Meeting.
 2. Election of Chairman of the Annual 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 Annual General Meeting has been duly convened.
 7. Remarks by the Chairman of the Board.
 8. Presentation by the Chief Executive Officer.
 9. Presentation of the Annual Report, the Auditors' Report and the consolidated
financial statements and the auditors' report on the consolidated financial
statements.
10. Resolution on the adoption of the income statement and the balance sheet and
of the consolidated income statement and the consolidated balance sheet.
11. Resolution on the proposed treatment of the company's result as stated in
the adopted balance sheet.
12. Resolution on the discharge of liability of the members of the Board and the
Chief Executive Officer.
13. Determination of the number of members of the Board.
14. Determination of the remuneration to the members of the Board and the
auditor.
15. Election of Board members;
(a)  Patrick Andersen (re-election, proposed by the Nomination Committee).
(b)  Lorenzo Grabau (re-election, proposed by the Nomination Committee).
(c)  Lars-Johan Jarnheimer (re-election, proposed by the Nomination Committee).
(d)  David Kelly (re-election, proposed by the Nomination Committee).
(e)  Daniel Mytnik (re-election, proposed by the Nomination Committee).
(f)  Peter Sjunnesson (re-election, proposed by the Nomination Committee).
(g)  Caren Genthner-Kappesz (new election, proposed by the Nomination
Committee).
16. Election of Chairman of the Board.
17. Determination of the number of Auditors and election of Auditor.
18. Approval of the procedure of the Nomination Committee.
19. Resolution regarding guidelines for remuneration to senior executives.
20. Resolution regarding adoption of a performance share plan for senior
executives and key employees in Qliro Group.
21. Resolution regarding adoption of a synthetic call option plan for the CEO
and key employees in Qliro Financial Services.
22. Resolutions regarding hedging arrangements for the incentive plans in items
20 and 21 comprising the following resolutions:
(a)  authorisation for the Board to resolve on issue of Class C-shares,
(b)  authorisation for the Board to resolve on repurchase of own Class C-shares,
and
(c)  transfer of own ordinary shares for delivery under the incentive plans.
23. Resolution to authorise the Board to resolve on repurchase of own ordinary
shares.
24. Resolution regarding amendments of the Articles of Association.
25. Closing of the Annual General Meeting.

RESOLUTIONS PROPOSED BY THE NOMINATION COMMITTEE
Election of Chairman of the Annual General Meeting (item 2)
The Nomination Committee proposes that Wilhelm Lüning, member of the Swedish Bar
Association, is elected to be the Chairman of the Annual General Meeting.
Determination of the number of members of the Board and election of the members
of the Board and the Chairman of the Board (items 13, 15 (a-g) and 16)
The Nomination Committee proposes that the Board shall consist of seven members.
The Nomination Committee proposes that the Annual General Meeting shall re-elect
Patrick Andersen, Lorenzo Grabau, Lars-Johan Jarnheimer, David Kelly, Daniel
Mytnik and Peter Sjunnesson as members of the Board and to elect Caren Genthner
-Kappesz as new member of the Board for the period until the close of the next
Annual General Meeting.
The Nomination Committee proposes that the Annual General Meeting shall re-elect
Lars-Johan Jarnheimer as Chairman of the Board.
Determination of the remuneration to the members of the Board and the auditor
(item 14)
The Nomination Committee proposes that the remuneration for the Board work for
each of the members of the Board shall, for the period until the close of the
next Annual General Meeting, be unchanged. Accordingly, the Nomination Committee
proposes that SEK 670,000 shall be allocated to the Chairman of the Board,
SEK 325,000 shall be allocated to each of the other six members of the Board,
and a total of SEK 451,000 (2015: SEK 526,000) is to be allocated for work in
the Committees of the Board.
The Nomination Committee proposes that for work within the Audit Committee
SEK 150,000 shall be allocated to the Chairman and SEK 75,000 shall be allocated
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 shall be allocated
to each of the other two members.
The total remuneration to the Board amounts to SEK 3,071,000 (2015: SEK
3,471,000). The decrease of the total remuneration is a result of the decrease
in the size of the Board and its Audit Committee.
The Nomination Committee proposes that remuneration of the auditor shall be paid
in accordance with approved invoices.
Determination of the number of Auditors and election of Auditor (item 17)
The Nomination Committee proposes that Qliro Group shall have a registered
accounting firm as auditor, and that the registered accounting firm KPMG AB
shall be re-elected as auditor for the period until the close of the Annual
General Meeting 2017. KPMG AB has informed that they will appoint the authorised
public accountant Cronie Wallquist as auditor-in-charge if KPMG AB is re-elected
as auditor.
The auditor's term of office is conditional upon that the Meeting resolves to
amend the Articles of Association on term-of-office from four (4) years to one
(1) year in accordance with item 24 on the agenda.
Approval of the procedure of the Nomination Committee (item 18)
The Nomination Committee proposes that the work of preparing proposals to the
2017 Annual General Meeting regarding the Board and auditor, in the case that an
auditor should be elected, and their remuneration, Chairman of the Annual
General Meeting and the procedure for the Nomination Committee shall be
performed by a Nomination Committee.
The Nomination Committee will be formed during September 2016 in consultation
with the largest shareholders of the company as per 31 August 2016. The
Nomination Committee will consist of at least three members appointed by the
largest shareholders of the company who have wished to appoint a member. The
Chairman of the Board will also be a member of the Committee, and will act as
its convenor. The members of the Committee will appoint the Committee's Chairman
at their first meeting.
The Nomination Committee is appointed for a term of office commencing at the
time of its formation and ending when a new Nomination Committee is formed. If a
member resigns during the Committee term, the Nomination Committee may choose to
appoint a new member. The shareholder that appointed the resigning member shall
in such case be asked to appoint a new member, provided that the shareholder
still is one of the largest shareholders in the company. If that shareholder
declines participation on the Nomination Committee, the Committee may choose to
ask the next largest qualified shareholder to participate. In the event of
changes to the ownership structure of the company, the Committee may choose to
amend its composition in order to ensure the Committee appropriately reflects
the ownership of the company. However, unless there are special circumstances,
the composition of the Nomination Committee may remain unchanged following
changes in the ownership structure of the company that are either minor or occur
less than three months prior to the 2017 Annual General Meeting.
The Nomination Committee shall have the right to upon request receive personnel
resources such as secretarial services from the company, and to charge the
company with costs for recruitment consultants and related travel if deemed
necessary.
RESOLUTIONS PROPOSED BY THE BOARD
Treatment of the company's result (item 11)
The Board proposes that the retained earnings and the share premium reserve and
the result for the year, a total of SEK 885,161,017.75 is to be carried forward.
Guidelines for remuneration to senior executives (item 19)
The Board proposes the following guidelines for remuneration to senior
executives in the Qliro Group as well as Members of the Board (of the parent
company), to the extent they are remunerated outside their directorship.
Remuneration guidelines
Qliro Group shall strive to offer a total remuneration which will enable the
group to attract, motivate and retain senior executives in competition with
Qliro Group's international peers, which primarily are Nordic companies
operating within e-commerce and retailing with consumer brands and products, as
well as consumer credit financing and payment solutions. The remuneration to the
senior executives in Qliro Group shall both short-term and long-term reflect the
individual's performance and responsibility and the results in Qliro Group,
inclusive of its subsidiaries, and shall also be designed so that it aligns the
senior executives' interest and rewards with the shareholders'. Therefore, the
remuneration to the senior executives shall be based on the pay for performance
principle and encourage them to build up a significant private ownership of
Qliro Group shares (in relation to their personal financial conditions).
The remuneration to the senior executives shall consist of:

  · fixed salary,
  · short-term variable remuneration paid in cash,
  · the possibility of participation in long-term share or share-price related
incentive programs, and
  · pensions and other customary benefits.

Fixed salary
The senior executives' fixed salary is revised each year and shall be
competitive and based on the individual's competence, responsibilities and
performance.
Variable remuneration
The senior executives' variable remuneration paid in cash shall be based on
fulfilment of established targets for their areas of responsibility and for
Qliro Group and its subsidiaries, respectively. The outcome shall be linked to
measurable targets (qualitative, quantitative, general and individual). The
targets within the senior executives' respective area of responsibility are
defined to promote Qliro Group's development both in the short and long-term.
The maximum payment of cash based variable remuneration shall generally not
exceed a maximum of 100 percent of the senior executive's annual fixed salary.
The Board may resolve that part of the variable remuneration paid in cash shall
be invested in shares or share-related instruments in Qliro Group.
Share and share-price related incentive plans shall include an own investment,
and be linked to certain pre-determined financial and / or share or share-price
related performance criteria and shall be designed to ensure a long-term
commitment to the value growth of Qliro Group and its subsidiaries and align the
senior executives' interests and rewards with the shareholders'.
For senior executives employed by Qliro Financial Services part of such
remuneration will be deferred and capped in accordance with applicable rules for
credit institutions, and the Board has imposed restrictions for their variable
remuneration by making payment conditional on whether the performance on which
it was based proved to be sustainable over time or not.
Pension and other benefits
Pension commitments will be secured through premiums paid to insurance
companies. Under normal circumstances the retirement age is 65 years.
Other benefits shall be customary and facilitate that the senior executives can
carry-out their duties. Other benefits that may be offered are for example a
company car, company health care and health care insurance.
Notice of termination and severance pay
The maximum notice period in any senior executive's contract is generally twelve
months, and in exceptional cases, eighteen months, during which time salary
payment will continue.
Compensation to Board members
Board members, elected at General Meetings, may in certain cases receive a fee
for services performed within their respective areas of expertise, outside of
their Board duties. Compensation for these services shall be paid at market
terms and be approved by the Board.
Deviations from the guidelines
The Board may, if it considers that special circumstances are at hand, deviate
from the guidelines. In such a case the Board shall explain the reason for the
deviation at the following Annual General Meeting.
Evaluation of the guidelines and auditor's statement with respect to the
compliance with the guidelines
In accordance with the Swedish Corporate Governance Code the Remuneration
Committee of the Board monitors and evaluates the application of the guidelines
for remuneration to the senior executives established by the Annual General
Meeting. Also, the company's auditor, pursuant to Ch 8 Sec 54 of the Swedish
Companies Act, has provided a statement with respect to whether there has been
compliance with the guidelines for remuneration to the senior executives which
have been applied during 2015. The Remuneration Committee's evaluation and
auditor's review have resulted in the conclusion that during 2015 the guidelines
adopted by the Annual General Meeting have been followed by Qliro Group.
Adoption of a performance share plan for senior executives and key employees in
Qliro Group (item 20)
Proposal
The Board proposes that the Annual General Meeting resolves to adopt a long-term
performance share plan (the "PSP") with a similar structure as the long-term
incentive plans adopted in 2011-2015 for senior executives and key persons in
the parent company and Qliro Group's subsidiaries/business units (i.e. CDON.com,
Gymgrossisten, Nelly, Lekmer, Tretti and Qliro Financial Services), with the
amendment that no participants will be allotted employee stock options under the
PSP.
The motives for the proposal
The objective of the proposed PSP is to create conditions to recruit and retain
high performing employees in the Group.
The PSP has been designed based on the view that it is desirable that senior
executives and other key employees within Qliro Group are shareholders. Against
this background, the Board is of the opinion that the adoption of the PSP will
have a positive effect on Qliro Group's future development and thus be
beneficial for both Qliro Group and its shareholders.
Participants
The PSP is proposed to in total include around 60 senior executives and other
key employees in the Qliro Group.

General terms
Subject to fulfilment of certain retention and performance based conditions
during the period 1 April 2016 – 31 March 2019 (the "Measurement Period"), each
share right will entitle the participant to receive one ordinary share free of
charge. The right to finally be awarded shares is also dependant on the
participant retaining the Saving Shares (as defined below), and, with certain
exceptions, continued his/her employment in Qliro Group during the vesting
period ending at the release of the interim report for the period January-March
2019.
In addition, the share rights shall be governed by the following terms and
conditions:

  · Allotted free of charge after the Annual General Meeting 2016.
  · May not be transferred or pledged.
  · Dividends paid on the Qliro Group share will increase the number of shares
that each share right entitles to in order to align the shareholders' and the
participants' interests.
  · Shares are allotted following the release of Qliro Group's interim report
for the period January-March 2019.

Personal investment and allocation
In order to participate in the PSP, the employees must make a personal
investment in Qliro Group shares ("Saving Shares"). The Saving Shares can either
be Qliro Group shares already held by the participant, which are not allocated
to ongoing incentive plans, or shares purchased on the market in connection with
the notification to participate in the PSP. If the employee has insider
information which prevents him/her from purchasing Qliro Group shares in
connection with the notification to participate in the PSP, the Saving Shares
shall be purchased as soon as possible, but prior to the next Annual General
Meeting.
The CEO of the parent company can allocate Saving Shares to the PSP that
correspond to a value of up to 12.5 per cent of his annual base salary, and
other senior executives and key persons in the parent company and the retail
business units / subsidiaries (i.e. CDON.com, Gymgrossisten, Nelly, Lekmer and
Tretti) can allocate Saving Shares to the PSP that correspond to a value of
approximately 10 per cent of their individual annual base salary.
The CEO and other key persons in the financial services business unit /
subsidiary Qliro Financial Services can allocate Saving Shares to the PSP that
correspond to a value of approximately 2.5 per cent of their annual base salary.
The CEO and other key persons in Qliro Financial Services will also be invited
to invest in synthetic call options, please refer to item 21.
For the reasons described in its Report according to the Swedish Corporate
Governance Code 9.1 and 10.3, the Board resolved not to launch the synthetic
call option plan for employees working in Qliro Group's subsidiaries/business
units that the Annual General Meeting adopted 2015. In light hereof the Board
proposes that such employees in the retail business units / subsidiaries,
eligible for the 2015 synthetic call option plan and that are now eligible for
the PSP shall be able to make an additional allocation of Saving shares up to
2.5 per cent of their individual annual base salary to the PSP.
In total, the PSP is estimated to comprise up to 688,994 Saving Shares entitling
to allotment of up to 5,449,688 rights, whereof 688,994 retention rights and
4,760,694 performance rights (including the replacement of the 2015 synthetic
call option plan).
For each Saving Share, Qliro Group will allot the following number of share
rights to the participants:

  · 1 Series A right and 9 Series B rights to the CEO and CFO of Qliro Group,
and the CEO:s of CDON.com, Gymgrossisten, Nelly, Lekmer, Tretti and Qliro
Financial Services (8 persons); and
  · 1 Series A right and 6 Series B rights to the other PSP participants
(approximately 50 persons).

The allotment above will also apply to the additional Saving Shares that will be
allocated by the participants as compensation for the 2015 synthetic call option
plan.
Performance conditions
The rights are divided into Series A (retention rights) and Series B
(performance rights). The number of shares that the participant will be allotted
under the rights is depending both on which category the participant belongs to
and on the fulfilment of the following defined retention and performance based
conditions:
Series A  The total shareholder return (TSR) of Qliro Group's ordinary share
during the Measurement Period exceeding 0 per cent as entry level.
Series B  The annual average total shareholder return (TSR) of Qliro Group's
ordinary share during the Measurement Period reaching 10 per cent as entry level
and reaching or exceeding 20 per cent as the stretch target.
For Series B a linear interpolation will be applied between entry level and
stretch target as regards the number of rights that vests. The entry level
constitutes the minimum level which must be reached in order to enable vesting
of the rights in that series. If the entry level is reached, the number of
rights that vest is proposed to be 100 per cent for Series A and 20 per cent for
Series B. If the stretch target is met all rights in Series B vests. If the
entry level is not reached, all rights in that series lapse.
The Board intends to disclose the outcome of the PSP in the Annual Report 2019.
Preparation and administration
The PSP has been prepared by the Remuneration Committee together with external
advisors and adopted by the Board.
The Board, or the Remuneration Committee, shall be responsible for preparing the
detailed terms and conditions of the PSP, in accordance with the mentioned terms
and guidelines. To this end, the Board shall be entitled to make adjustments to
the PSP to meet regulations and market conditions. The Board shall also be
entitled to make other adjustments, including e.g. a right to resolve on a
reduced allotment of shares, if material changes would occur within the Qliro
Group, or on the market that according to the Board's assessment would lead to
that the resolved terms and conditions for allotment of shares under the PSP no
longer fulfil the main objectives.
New members of the senior management team and/or other key employees that have
not yet commenced their employment at the time when notification to participate
in the PSP at the latest shall be given, may, upon the condition that the
employment commences during 2016, be offered to participate in the PSP, if the
Board deems it to be in line with the motives for adopting the PSP.
Scope and costs of the PSP
The PSP will be accounted for in accordance with IFRS 2 which stipulates that
the rights shall be recorded as a personnel expense in the income statement
during the vesting period. Based on the assumptions that the share price is SEK
7.66 (the average closing share price for the Qliro Group share during February
and March 2016) at the time of allocation, a maximum participation, an annual
employee turnover of 10 per cent and an average fulfilment of the performance
conditions of 30 per cent, the total cost, exclusive of social security costs,
for the PSP is estimated to approximately SEK 10.7 million. The cost will be
allocated over the years 2016 – 2019.
Social security costs will also be recorded as a personnel expense in the income
statement by current reservations. The social security costs are estimated to be
around SEK 2.6 million with the assumptions above, an average social security
tax rate of 31.42 per cent and an annual share price increase of 15 per cent on
the Qliro Group share during the vesting period.
Recalculation of final allotments of shares to the participants shall take place
in the event of an intervening bonus issue, reversed split, split, rights issue
and/or other similar events.
The maximum profit for each right is;

  · SEK 30.64 for the Qliro Group's CEO and CFO, and the CEO:s of CDON.com,
Gymgrossisten, Nelly, Lekmer and Tretti;
  · SEK 32.83 for the other key persons in the parent company and CDON.com,
Gymgrossisten, Nelly, Lekmer and Tretti;
  · SEK 29.51 for the CEO of Qliro Financial Services; and
  · between SEK 38.33 and SEK 40.97 for the other key persons in Qliro Financial
Services.

If the value of Qliro Group's share at vesting exceeds the participants maximum
profit the number of shares each right entitles the participant to receive will
be reduced accordingly.
The maximum dilution is 4 per cent in terms of shares and votes outstanding and
0.6 per cent in terms of the estimated PSP cost as defined in IFRS 2 in relation
to Qliro Group's market capitalisation.
Assuming that the maximum profit per right is achieved, all the participants'
allocated shares remain and a 100 per cent fulfilment of the performance
conditions, the maximum cost for the PSP is approximately SEK 14.5 million in
accordance with IFRS 2 and the maximum cost for social charges approximately SEK
54.8 million.
Effect on certain key ratios
The costs and dilution are expected to have marginal effect on key ratios of the
Qliro Group.
The annual cost of the PSP including social charges is estimated to be
approximately SEK 3.3 million based on the above assumptions. This cost can be
related to the company's total personnel costs, including social charges, of SEK
457.8 million in 2015.
Hedging and delivery of shares under the PSP
The Board has considered two alternative hedging methods for delivering Qliro
Group shares to the participants, subject to the terms and conditions of PSP;
either (i) to transfer ordinary shares held by the company itself to
participants, free of charge, or (ii) to enter into an agreement with a bank
that will be able to, in its own name, acquire and transfer Qliro Group shares.
The Board considers the first alternative as its preferred option. However,
should the Annual General Meeting not approve the proposed transfer of own
ordinary shares in accordance with the proposal in item 22(c), the Board may
enter into a hedging arrangement with a third party to hedge the obligations of
Qliro Group to deliver shares under the PSP as set out above.
Regardless of method of delivery, the costs of the PSP will be charged to the
income statement during the vesting period.
Other share or share related incentive plans in Qliro Group
For a description of the company's other share or share-price related incentive
plans, reference is made to the annual report for 2015, note 24, and the
company's website, www.qlirogroup.com.
Adoption of a synthetic call option plan for the CEO and key employees in Qliro
Financial Services (item 21)
Proposal
The Board proposes that the Annual General Meeting resolves to adopt a synthetic
call option plan for the CEO and key persons in Qliro Group's
subsidiary/business unit in financial services Qliro Financial Services (the
"QOP") based on the value growth in Qliro Financial Services.
The motives for the proposal
The QOP is expected to lead to greater commitment and increased motivation for
the CEO and other key persons in Qliro Financial Services by offering them to
make an own investment, on market terms, in synthetic call options directly
linked to the long-term value-growth of Qliro Financial Services. The Board of
Qliro Group considers that the QOP will increase the shareholder value and
benefit the opportunities to recruit, motivate and retain talented employees
working in Qliro Financial Services. The CEO and other key persons in Qliro
Financial Services will also be invited to take part in the PSP, please refer to
item 20, to a limited extent.
The QOP; structure and settlement
The CEO and other key persons (around 15 persons) working in Qliro Financial
Services will be invited to invest in the QOP.
The value of the issued synthetic call options will amount to a maximum of
approximately 2.7 per cent of the value of Qliro Financial Services. The value
of Qliro Financial Services will be determined through a valuation at launch
(after the Annual General Meeting 2016) and at close (three years following
launch or at Qliro Group's potential divestment of Qliro Financial Services) by
applying recognized valuation methodologies. The valuation will be verified both
by independent valuation institutes and Qliro Group's auditor.
Settlement of the amount the synthetic call option holders have the right to
receive, subject to the terms and conditions of the QOP, is proposed to be made
in Qliro Group ordinary shares. The Board has considered two alternative hedging
methods for delivering Qliro Group shares to the participants; either (i) to
transfer ordinary shares held by the company itself to participants or (ii) to
enter into an agreement with a bank that will be able to, in its own name,
acquire and transfer Qliro Group shares. The Board considers the first
alternative as its preferred option. However, should the Annual General Meeting
not approve the proposed transfer of own ordinary shares in accordance with the
proposal in item 22(c), the Board may enter into a hedging arrangement with a
third party to hedge the obligations of Qliro Group to deliver shares under the
QOP as set out in the agreement between Qliro Group and the employee, or cash
settle the synthetic call options in accordance with the plan.
Main conditions for the synthetic call options
In order to be able to carry out the QOP, the Board proposes that the Annual
General Meeting resolves on the following main conditions.
The participants in the QOP shall give notice of their participation and acquire
synthetic call options, at market value, following the 2016 Annual General
Meeting (the "Entry Date"). The market value will be calculated by a reputable,
independent, valuation institute applying a standard valuation model accepted by
the market (Black-Scholes).
Allocation of synthetic call options will be made by the Board, or the
Remuneration Committee, in accordance with the principles adopted by the 2016
Annual General Meeting and will be based on the employees' competence, area of
responsibility and annual base salary, gross before taxes ("Gross Salary"). The
participants can acquire synthetic call options for an amount that corresponds
to a maximum of 4-18 per cent of the Gross Salary per person (depending on the
QOP investee category). The employees may, in total, invest a maximum of SEK
1.73 million in the QOP.
The issue of synthetic call options will take place by entering into an
agreement between Qliro Group and the employee, principally on the following
terms:

  · The synthetic call options may be exercised three years after they were
issued and also in case Qliro Group divests Qliro Financial Services (the
"Closing Date"). In the event that Qliro Group divests Qliro Financial Services
before the 2017 Annual General Meeting, Qliro Group will have a right to acquire
the synthetic call options at market value calculated in accordance with Black
-Scholes model.
  · One (1) synthetic call option shall give the holder the right to receive,
from Qliro Group, an amount calculated on the basis of the value-growth in Qliro
Financial Services, subject to the condition that the determined value Qliro
Financial Services on the Closing Date is at least 171 per cent of the
determined value at the Entry Date (the exercise price).
  · Payment to the participants of said amount will, in accordance with the
detailed terms and conditions of the synthetic call options, with certain
exceptions, be made by Qliro Group transferring own ordinary shares to the
participants. The number of ordinary shares that will be transferred to the
participants will be based on a calculated share price for the Qliro Group
ordinary share (calculated as the average for each trading day calculated
average volume-weighted price paid for Qliro Group's ordinary shares on Nasdaq
Stockholm during 10 trading days from and including the first trading day after
Qliro Group publishes its first interim report after the Closing Date).
  · The synthetic call options that may be issued according to the QOP shall be
freely transferrable, but subject to a pre-emptive right for Qliro Group to
acquire the synthetic call options at market value calculated in accordance with
Black-Scholes.
  · The QOP will not change the number of shares in Qliro Financial Services.

Scope and costs
The synthetic call options will be transferred to the participants at market
price. Accordingly, the will be no initial cost for Qliro Group for the QOP.
The future costs or revenues for Qliro Group attributable to issued synthetic
call options will depend on the value growth of Qliro Financial Services. If the
value of Qliro Financial Services at the Closing Date is less than 171 per cent
of the value at the Entry Date, the synthetic call options will be worthless and
the paid option premiums will become revenue for Qliro Group. If the value of
Qliro Financial Services at the Closing Date exceeds 171 per cent of the value
at the Entry Date, the synthetic call options will have a value. The total value
of the issued synthetic call options at the Closing Date will be a maximum of
2.7 per cent of the difference between the determined value for Qliro Financial
Services at the Closing Date and 171 per cent of the value at the Entry Date.
The awarded amount is however subject to that the value of Qliro Financial
Services on the Closing Date is capped to 10 times of the value at the Entry
Date.
The administrative costs for hedging delivery of Qliro Group ordinary shares
amounting to the difference between the determined value for Qliro Financial
Services at the Closing Date and 171 per cent of the value at the Entry Date,
with deduction of the option premiums paid by the participants, will be the
total cost for Qliro Group. Settlement in relation to the synthetic option
holders will be made during 2019, or at Qliro Group's exit in Qliro Financial
Services. The maximum dilution for settlement of the QOP is 2 per cent in terms
of shares and votes outstanding in Qliro Group.
Preparation and administration of the QOP and the detailed terms and conditions
for the synthetic call options
The QOP has been prepared by the Remuneration Committee together with external
advisors and adopted by the Board.
The Board, or the Remuneration Committee, shall resolve upon the persons to be
invited to acquire synthetic call options as well as the detailed terms of the
option agreements to subsequently be entered into with the participants.
Further, the Board, or the Remuneration Committee, will be responsible for the
detailed design and management of the QOP within the framework of the main terms
and guidelines as resolved by the 2016 Annual General Meeting.
Other share or share related incentive plans in Qliro Group
For a description of the company's other share or share-price related incentive
plans, reference is made to the annual report for 2015, note 24, and the
company's website, www.qlirogroup.com.
Hedging arrangements for the incentive plans (item 22)
The Board proposes the following methods to secure delivery of Qliro Group
shares to the participants under the PSP and the QOP:
Authorisation for the Board to resolve on a new issue of Class C shares (item
22(a))
The Board proposes that the Annual General Meeting resolves to authorise the
Board, during the period until the next Annual General Meeting, to increase the
company's share capital by not more than SEK 18,000,000 by a new issue of not
more than 9,000,000 Class C shares. With deviation from the shareholders'
preferential rights, Nordea Bank AB (publ) shall be entitled to subscribe for
the new Class C shares at a subscription price corresponding to the quota value
of the shares (SEK 2.00).
The purpose of the authorisation and the reason for the disapplication of the
shareholders' preferential rights in connection with the new issue of shares is
to ensure delivery of shares to participants under the PSP and the QOP.
Authorisation for the Board to resolve to repurchase Class C shares (item 22(b))
The Board proposes that the Annual General Meeting resolves to authorise the
Board, during the period until the next Annual General Meeting, to repurchase
its own Class C shares. The repurchase may only be effected through an offer
directed to all holders of Class C shares and shall comprise all outstanding
Class C shares. The repurchase may be effected at a purchase price corresponding
to not less than SEK 2 and not more than SEK 2.10.
Payment for the repurchased Class C shares shall be made in cash. The purpose of
the repurchase is to ensure the delivery of ordinary shares under the PSP and
QOP.
Transfer of ordinary shares for delivery under the incentive plans (item 22(c))
The Board proposes that the Annual General Meeting resolves that a maximum of
9,000,000 ordinary shares held by Qliro Group may be transferred to participants
in accordance with the terms of the PSP and the QOP, whereof 6,000,000 ordinary
shares may be transferred to the participants in the PSP and 3,000,000 ordinary
shares may be transferred to the participants in the QOP, respectively.
The number of the shares that may be transferred to the participants under the
PSP and the QOP shall be subject to recalculation in the event of an intervening
bonus issue, reversed split, split, rights issue and/or other similar events.
As set out above under items 21 and 22, the PSP and the QOP may as an
alternative be hedged by Qliro Group entering into an agreement with a bank that
will be able to, in its own name, acquire and transfer Qliro Group shares to the
participants. Furthermore, in certain cases participants in the QOP may be
offered cash-settlement instead of Qliro Group shares. That said; the Board
considers the transfer of ordinary shares as its preferred option.
Authorisation for the Board to resolve on repurchase of own ordinary shares
(item 23)
The Board proposes that the Board is authorised to pass a resolution on
repurchasing the company's own ordinary shares, if the purpose is to retire
shares through a decrease of the share capital in accordance with the following
conditions:

  · The repurchase of ordinary shares shall take place on the Nasdaq Stockholm
following the rules set out by Nasdaq Stockholm regarding re-purchase of own
shares.
  · The repurchase of ordinary shares may take place on one or more occasions
for the period up until the next Annual General Meeting.
  · So many ordinary shares may, at the most, be repurchased so that the
company's holding does not at any time exceed 10 percent of the total number of
shares in the company.
  · The repurchase of ordinary shares at the Nasdaq Stockholm may occur at a
price per share within the share price interval registered at that time, where
share price interval means the difference between the highest buying price and
the lowest selling price.
  · Payment for the shares shall be in cash.

The purpose of the authorisation is to give the Board flexibility to
continuously decide on changes to the capital structure during the year and
thereby contribute to increased shareholder value.
The Board shall be able to resolve that repurchase of own shares shall be made
within a repurchase program in accordance with the Commission's Regulation (EC)
no 2273/2003, if the purpose of the authorisation and the repurchase only is to
decrease the company's share capital.
Amendment of the Articles of Association (item 24)
The Board proposes amendments to the Articles of Association. The proposed
amendments comprise that it is clarified that the company shall have a
registered accounting firm as auditor, the auditor's term of office is changed
from four (4) to one (1) year and certain adjustments of the Articles of
Association due to changed legislation.

Current            Proposed wording
wording
               §
               6
The Company        The Company shall as Auditor have no less than one and no
shall have no      more than three registered accounting firms. The Auditors
more than          term of office shall last until the end of the first Annual
three              General Meeting which is held after the year the Auditor was
auditors with      appointed.
up to three
deputy
auditors. The
Auditors term
of office
shall last
until the end
of the Annual
General
Meeting which
is held
during the
fourth
financial
year after
the Auditor
was elected.
               §
               8
To be              To be entitled to participate in a general meeting,
entitled to        shareholders must be recorded in a print-out or another
participate        presentation of the complete share register relating to the
in a general       circumstances as of five business days before the meeting,
meeting,           and give notice to the company no later than on the day
shareholders       stipulated in the notice of the meeting. This day may not be
must be            a Sunday, another public holiday, a Saturday, Midsummer's
recorded in a      Eve, Christmas Eve or New Year's Eve, and may not fall
print-out or       before the fifth business day prior to the meeting.
another
presentation
of the
complete
share
register
relating to
the
circumstances
as of five
business days
before the
meeting, and
give notice
to the
company no
later than 1
p.m. on the
day
stipulated in
the notice of
the meeting.
This day may
not be a
Sunday,
another
public
holiday, a
Saturday,
Midsummer's
Eve,
Christmas Eve
or New Year's
Eve, and may
not fall
before the
fifth
business day
prior to the
meeting.
               §
               9
The                The shareholder or nominee who on the record date is
shareholder        registered in the share register and in a central securities
or nominee         depository register pursuant to Chapter 4 of the Central
who on the         Securities Depositaries and Financial Instruments Accounts
record date        Act (1998:1479) or any person who is registered in a central
is registered      securities depository account pursuant to Chapter 4, Section
in the share       18 first paragraph 6-8 of the mentioned Act, shall be deemed
register and       to be authorised to exercise the rights set out in Chapter
in a central       4, Section 39 of the Companies Act (2005:551).
securities
depository
register
pursuant to
Chapter 4 of
the Financial
Instruments
Accounts Act
(1998:1479)
or any person
who is
registered in
a central
securities
depository
account
pursuant to
Chapter 4,
Section 18
first
paragraph 6-8
of the
mentioned
Act, shall be
deemed to be
authorised to
exercise the
rights set
out in
Chapter 4,
Section 39 of
the Companies
Act
(2005:551).

MISCELLANEOUS
Shares and votes
There are a total number of 150,444,779 shares in the company, whereof
149,269,779 ordinary shares and 1,175,000 Class C shares, corresponding to a
total of 150,444,779 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 Annual General Meeting.

Special majority requirements and conditions with respect to the proposed
resolutions in items 22-24
Resolutions under items 22(a) and 22(b), 23 and 24 are valid only if supported
by shareholders holding not less than two-thirds of both the votes cast and the
shares represented at the Annual General Meeting.
Resolution under item 22(c) is valid only if supported by shareholders holding
not less than nine-tenth of both the votes cast and the shares represented at
the Annual General Meeting.
Authorisation
The Board, or the person that the Board will appoint, shall be authorised to
make the minor adjustments in the Annual General Meeting's resolutions as may be
required in connection with registration with the Swedish Companies Registration
Office and Euroclear Sweden.

Documentation
The annual report, the reasoned statement of the Board, pursuant to Ch 19 Sec 22
of the Swedish Companies Act, the Auditor's statement pursuant to Ch 8 Sec 54 of
the Swedish Companies Act, the proposed wording of the Articles of Association,
the Board's report of the results of the evaluation according to the Swedish
Code of Corporate Governance, the Nomination Committee's motivated statement
explaining its proposals regarding the Board and information on the proposed
members of the Board will be made available today at the company's website
www.qlirogroup.com, at the company's premises at Sveavägen 151 in Stockholm and
will be sent to shareholders who so request and state their postal or email
address.
The documentation can be ordered by telephone at +46 (0) 771-246 400 or in
writing at the address Computershare AB "Qliro Group's AGM", P.O. Box 610, SE
-182 16 Danderyd, Sweden.
Shareholders' right to request information
The Board and the Chief Executive Officer shall, if any shareholder so requests
and the Board believes 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, circumstances that can affect the assessment of the
company's or its subsidiaries' financial situation and the company's relation to
other companies within the group and the consolidated accounts.
Stockholm, April 2016
Qliro Group AB (publ)
The Board
___________
Other information
Schedule for the Annual General Meeting
The doors open for shareholders at 2.00 p.m. CET.
The Annual General Meeting commences at 3.00 p.m. CET.
Interpretation
The Annual General Meeting will mainly be held in Swedish. As a service to the
shareholders, simultaneous interpretation from Swedish to English as well as
from English to Swedish will be provided. For the convenience of non-Swedish
speaking shareholders the proceedings of the Annual General Meeting will be
simultaneously interpreted to English. This service may be requested when
attendance to the Annual General Meeting is notified.
___________
About Qliro Group
Qliro Group is a 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 2015, the group
generated over five billion SEK in revenue. Qliro Group’s shares are listed on
Nasdaq Stockholm’s Mid-cap list under short name “QLRO”.
The information is of such character, which Qliro 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 8.30 a.m. CET on 19 April 2016.