Notice to attend the Annual General Meeting


The shareholders of CDON Group AB (publ) are hereby invited to the Annual
General Meeting of shareholders on Tuesday 8 May 2012 at 10.00 a.m. CET at the
Hotel Rival, Mariatorget 3 in Stockholm.
NOTIFICATION ETC.

Shareholders who wish to attend the Annual General Meeting
shall

  · be entered in the share register maintained by Euroclear Sweden AB
on Wednesday 2 May 2012,
  · give notice of their attendance not later than on
Wednesday 2 May 2012 at 1.00 p.m. CET. The notification may 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 should state the name, personal
identification number or company registration number, address, telephone number,
shareholdings and advisors, if applicable. Shareholders whose shares are
registered in the names of nominees must temporarily re-register the shares in
their own name in order to be entitled to attend the Annual General Meeting.
Shareholders who wish to make such re-registration must inform their nominees
well before Wednesday 2 May 2012. Shareholders represented by proxy or a
representative should submit a power of attorney, registration certificate or
other documents of authority to the Company at the address above well before the
Annual General Meeting, and preferably not later than Wednesday 2 May 2012. A
template proxy form is available on the Company's website www.cdongroup.com.
Shareholders cannot vote or, in other way, participate on distance.

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. Statement by the Chairman of the Board on the work
of the Board of Directors.
 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 directors of the Board and the Chief Executive Officer.
13.
Determination of the number of directors of the Board.
14. Determination of the
remuneration to the directors of the Board and the auditor.
15. Election of the
directors of the Board and the Chairman of the Board.
16. Election of
auditor.
17. Approval of the procedure of the Nomination Committee.
18.
Resolution regarding guidelines for remuneration to senior executives.
19.
Resolution regarding incentive programme comprising the following
resolutions:

(a)   adoption of an incentive programme,

(b)   authorisation
to resolve to issue class C shares, and

(c)   authorisation to resolve to
repurchase class C shares.

 1. Resolution regarding transfer of ordinary
shares to deliver under incentive programme.
 2. Shareholder's proposal to
instruct the Board of Directors to examine the possibilities to offer benefits
to the shareholders.
 3. 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 the lawyer
Wilhelm Lüning is appointed to be the Chairman of the Annual General
Meeting.

Determination of the number of directors of the Board and election
of the directors of the Board and the Chairman of the Board (items 13 and
15)

The Nomination Committee proposes that the Board of Directors shall
consist of six (6) directors and no deputy directors.

The Nomination
Committee proposes, for the period until the close of the next Annual General
Meeting, the re-election of Mia Brunell Livfors, Mengmeng Du, Lars-Johan
Jarnheimer, Lars Nilsson, Henrik Persson and Florian Seubert as directors of the
Board. Hans-Holger Albrecht has informed the Nomination Committee that he
declines re-election at the Annual General Meeting.

The Nomination Committee
proposes that the Annual General Meeting shall elect Lars-Johan Jarnheimer as
Chairman of the Board.

The Nomination Committee's motivated opinion
explaining its proposals regarding the Board of Directors and information about
the proposed directors of the Board are available on Company's website at
www.cdongroup.com.

Determination of the remuneration to the directors of the
Board and the auditor (item 14)

The Nomination Committee proposes that the
Annual General Meeting resolves that the remuneration for the Chairman is
increased to SEK 650,000 (2011: 600,000) and that the remuneration for each
director of the Board is increased to SEK 315,000 (2011: 300,000) and that the
remuneration for work in the committees of the Board is to be SEK 400,000
(unchanged). This means that the total Board remuneration for the period until
the close of the Annual General Meeting 2013 will amount to a total SEK
2,625,000.

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.

Election of auditor (item 16)

The Nomination
Committee proposes that the Annual General Meeting shall re-elect the registered
accounting firm KPMG AB until the close of the Annual General Meeting 2016 (i.e.
the auditor's term of office shall be four years). KPMG AB will appoint the
authorised public accountant George Pettersson as auditor-in-charge.

Approval
of the procedure of the Nomination Committee (item 17)

The Nomination
Committee proposes that the Annual General Meeting approves the following
procedure for preparation of the election of the Board of Directors and auditor.
The work of preparing a proposal of the Board of Directors and auditor, in the
case that an auditor should be elected, and their remuneration as well as the
proposal of the Chairman of the Annual General Meeting of 2013 shall be
performed by a Nomination Committee. The Nomination Committee will be formed
during October 2012 in consultation with the largest shareholders of the Company
as per 30 September 2012. The Nomination Committee will consist of at least
three members representing the largest shareholders of the Company. The
Nomination Committee is appointed for a term of office commencing at the time of
the announcement of the third quarter report in 2012 and ending when a new
Nomination Committee is formed. The majority of the members of the Committee may
not be directors of the Board of Directors or employed by the Company. If a
member of the Committee resigns before the work is concluded, a replacement
member may be appointed after consultation with the largest shareholders of the
Company. However, unless there are special circumstances, there shall not be
changes in the composition of the Nomination Committee if there are only
marginal changes in the number of votes, or if a change occurs less than three
months prior to the Annual General Meeting. Cristina Stenbeck will be a member
of the Committee and will also act as its convenor. The members of the Committee
will appoint the Committee Chairman at their first 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 if deemed necessary.

RESOLUTIONS PROPOSED BY THE
BOARD OF DIRECTORS

Treatment of the Company's result (item 11)

The Board
of Directors proposes that the retained earnings and the share premium reserve
and the result for the year, a total of SEK 271,842,913.58 is to be carried
forward, whereof SEK 139,870,129.00 to the share premium reserve.

Guidelines
for remuneration to senior executives (item 18)

The Annual General Meeting
2012 is asked to decide on the following guidelines, proposed by the Board of
Directors, for determining remuneration for senior executives (below the
“Executives”).

Remuneration guidelines

The objective of the guidelines is
to ensure that CDON Group can attract, motivate and retain the Executives,
within the context of CDON Group's peer group, which consists of Nordic online
and off-line retailing companies. The remuneration shall be based on conditions
that are market competitive and at the same time aligned with shareholders'
interests. Remuneration to the Executives shall consist of a fixed and variable
salary, as well as the possibility of participation in long-term equity based
incentive programmes and pension schemes. These components shall create a well
balanced remuneration reflecting individual performance and responsibility, both
short-term and long-term, as well as CDON Group's overall performance.

Fixed
salary

The Executives' fixed salary shall be competitive and based on the
individual Executive's responsibilities and performance.

Variable
salary

The Executives may receive variable remuneration in addition to fixed
salaries. The contracted variable remuneration will generally not exceed a
maximum of 75 per cent of the fixed annual salary. The variable remuneration
shall be based on the performance of Executives in relation to established goals
and targets.

Other benefits

CDON Group provides other benefits to the
Executives in accordance with local practice. Other benefits can include, for
example, a company car and company health care. Occasionally, housing allowance
could be granted for a defined period.

Pension

The Executives shall be
entitled to pension commitments based on those that are customary in the country
in which they are employed. Pension commitments will be secured through premiums
paid to insurance companies. Under normal circumstances the retirement age is 65
years.

Notice of termination and severance pay

The maximum notice period
in any Executive's contract is twelve months during which time salary payment
will continue. The Company does not generally allow any additional contractual
severance payments.

Deviations from the guidelines

In special
circumstances, the Board of Directors may deviate from the above guidelines, for
example additional variable remuneration in the case of exceptional performance.
In such a case the Board of Directors shall explain the reason for the deviation
at the following Annual General Meeting.

In accordance with the Swedish Code
of Corporate Governance the Remuneration Committee within the Board of Directors
monitors and evaluates the application of the guidelines for remuneration to the
Executives established by the General Meeting. The evaluation has resulted in
the conclusion that the guidelines adopted by the General Meeting have been
followed during 2011. Furthermore, the Company's auditor has, pursuant to Ch 8
Sec 54 of the Companies Act (2005:551), provided a statement with respect to
whether there has been compliance with the guidelines for remuneration to the
Executives which have applied since the previous Annual General Meeting.

The
Auditor's statement and the Board of Directors' report of the result of the
Remuneration Committee's evaluation are available on the Company's website at
www.cdongroup.com, at the Company's premises at Bergsgatan 20 in Malmö and will
be sent to those shareholders who so request and state their postal address or
email address.

Incentive program (items 19(a) – (c))

The Board of
Directors proposes that the Annual General Meeting resolves to adopt a
performance based incentive programme for senior executives and other key
employees within the CDON Group in accordance with items 19(a)-19(c) below. All
resolutions in item 19 are proposed to be conditional upon each other and are
therefore proposed to be adopted in connection with each other.

Adoption of
an incentive programme (item 19(a))

The Board of Directors proposes that the
Annual General Meeting resolves to adopt a performance based incentive programme
(the “Plan”). The Plan is proposed to in total include approximately 20 senior
executives and other key employees within the CDON Group. The participants in
the Plan are required to own shares in CDON Group. These investment 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 on the terms stipulated below.

Personal
investment

In order to participate in the Plan, the employees must 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. The maximum number of shares which the employee may invest in under
the Plan will correspond to a value of 5 – 10 per cent of the employee's annual
base salary.

For each share invested under the Plan, the participants will be
granted retention rights, and in certain cases, performance rights and stock
options by the Company.

General terms

Subject to fulfilment of certain
retention and performance based conditions during the period 1 April 2012 – 31
March 2015 (the “Measurement Period”), the participant maintaining the invested
shares during the vesting period ending at the release of the interim report for
the period January – March 2015 and maintaining, with certain exceptions,
employment within the CDON Group at the release of CDON Group's interim report
for the period January – March 2015, 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. Dividends paid
on the underlying share will increase the number of shares that each retention
right and performance right entitles to in order to treat the shareholders and
the participants equally.

Performance conditions

The retention rights, the
performance rights and the options are divided into Series A (retention rights)
and Series B and C (performance rights and options). The number of CDON Group
shares the participant will receive at vesting of retention rights and
performance rights and exercise of vested options depends on which category the
participant belongs to and on the fulfilment of the following defined retention
and performance based conditions:

Series A          CDON's total shareholder
return on the share (TSR) during the Measurement Period exceeding 0 per cent as
entry level.

Series B          CDON's gross profit during the Measurement
Period corresponding to levels determined by the Board of Directors as entry and
stretch. The Board of Directors intends to present the entry-level and the
stretch-level in the Annual Report for 2015.

Series C          CDON's total
shareholder return on the shares (TSR) during the Measurement Period being equal
to the average TSR for a peer group of listed companies in same sector as
determined by the Board of Directors as entry level, and exceeding the average
TSR for the peer group with 10 percentage points as the stretch target. When
calculating the average TSR, March 2012 shall be compared to March 2015.
Furthermore, the companies in the peer group which have the highest respectively
the lowest TSR shall be excluded from the calculation.

The determined levels
of the conditions include an entry level and a stretch target with a linear
interpolation applied between those levels as regards the number of rights and
options that vests. The entry level constitutes the minimum level which must be
reached in order to enable vesting of the rights and options in that series. If
the entry level is reached, the number of rights and options (as applicable)
that vest is proposed to be 100 per cent for Series A and 20 per cent for Series
B and C. If the entry level is not reached, all rights and options (as
applicable) in that series lapse. If a stretch target is met, all rights and
options (as applicable) remain exercisable in that series. The Board of
Directors intends to disclose the outcome of the retention and performance based
conditions in the Annual Report of 2015.

It is further proposed that the
Board of Directors shall be entitled to adjust the target levels of the above
performance conditions, if it so deems appropriate, should changes occur in the
CDON Group or its operating environment that entails that the set target level
is no longer relevant to correctly reflect the performance of the CDON Group.
Any such adjustments shall only be made in order to fulfil the overall purpose
of the Plan.

Retention rights and performance rights

The retention rights
and performance rights shall be governed by the following terms and
conditions:

  · Granted free of charge after the Annual General Meeting.
  ·
May not be transferred or pledged.
  · Vests following the release of the
interim report for the period January – March 2015.
  · Dividends paid on the
underlying share will increase the number of shares that each retention right
and performance right entitles to in order to treat the shareholders and the
participants equally.
  · Vests provided that the holder has maintained the
personal investment and is still, with certain exceptions, employed by the CDON
Group during the vesting period ending at the release of the interim report for
the period January – March 2015.

Options

The options shall be governed by
the following terms and conditions:

  · Granted free of charge after the
Annual General Meeting.
  · Each option entitles the participant to acquire one
ordinary share in the Company. The exercise price shall be 120 per cent of the
market value of the share on the date of the allocation of the option.
  · May
not be transferred or pledged.
  · May be exercised in June 2015 and August
2015.
  · No entitlement to compensation for dividend on the underlying shares
under the term of the option.
  · Vests provided that the holder has maintained
the personal investment and is still, with certain exceptions, employed by the
CDON Group during the vesting period ending at the release of the interim report
for the period January – March 2015.

Preparation and administration

The
Board of Directors, or a committee established by the Board for these purposes,
shall be responsible for preparing the detailed terms and conditions of the
Plan, in accordance with the mentioned terms and guidelines. To this end, the
Board of Directors shall be entitled to make adjustments to the Plan to meet
foreign regulations or market conditions. The Board may also make other
adjustments if significant changes in the CDON Group, or its operating
environment, would result in a situation where the decided terms and conditions
for the personal investment, and the allotment and vesting of retention rights,
performance rights and options under the Plan become irrelevant. Any such
adjustments should only be made in order to fulfil the overall purpose of the
Plan.

The Board shall also be entitled to let persons who are newly employed
within the CDON Group during 2012 participate in the Plan.

Allocation

In
total, the Plan is estimated to comprise up to 26,375 shares held by the
employees entitling to allotment of up to 402,275 rights and options, whereof
26,375 retention rights, 173,100 performance rights and 202,800 options. The
participants are divided into different categories and the Plan will comprise
the following number of invested shares and the maximum number of rights and
options in accordance with the above mentioned principles and assumptions:
· the CEO: may acquire up to 4,300 shares within the Plan and will be granted 1
Series A right, 4 rights each of Series B and C, and 6 options each of Series B
and C per invested share;
  · approximately four other members of CDON Group's
management team: may each acquire up to 2,500 shares within the Plan and will be
granted 1 Series A right, 4 rights each of Series B and C and 6 options each of
Series B and C per invested share;
  · category 1 (approximately five
individuals): may each acquire up to 1,300 shares within the Plan and will be
granted 1 Series A right, 3 rights each of Series B and C, and 3 options each of
Series B and C per invested share; and
  · category 2 (approximately ten
individuals): may each acquire up to 625 shares within the Plan and will be
granted 1 Series A right and 2 rights each of Series B and C.

Scope and costs
of the Plan

The Plan will be accounted for in accordance with IFRS 2 which
stipulates that the rights and options should be recorded as a personnel expense
in the income statement during the vesting period. Based on the assumptions that
the share price is SEK 58.25 (closing share price of the CDON Group share on 23
March 2012) at the time of allocation, that each participant makes the maximum
personal investment, that the annual employee turnover is 10 per cent among the
participants of the Plan, an average fulfilment of retention and performance
based conditions of approximately 50 per cent, and full vesting, the total cost,
exclusive of social security costs, for the Plan is estimated to approximately
SEK 5 million. The cost will be allocated over the years 2012 – 2015.

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 million with the assumptions above, and an average social security
tax rate of 31.4 per cent and an annual share price increase of 10 per cent
during the vesting period.

The participant's maximum profit per right and
option in the Plan is SEK 280 (approximately five times the share price at the
design of the Plan). If the value of the CDON Group share at vesting or the
profit at exercise of the option exceeds SEK 280, the number of shares each
right entitles the employee to receive at vesting or the number of shares
received at exercise of the options will be reduced accordingly. The maximum
dilution is 0.6 per cent in terms of shares and votes and 0.1 per cent in terms
of the estimated Plan cost as defined in IFRS 2 divided by the Company's market
capitalisation as at 23 March 2012.

Assuming that a maximum gain of SEK 280
per right and option is achieved, all invested shares are held under the Plan
and a 100 per cent fulfilment of retention and performance based conditions, the
maximum cost for the Plan is approximately SEK 9 million in accordance with IFRS
2 and the maximum cost for social charges approximately SEK 35 million.

For
information on CDON Group's other equity-related incentive programmes, reference
is made to the Annual Report for 2011.

Effect on certain key ratios

The
impact on basic earnings per share if the Plan had been introduced in 2011 with
the assumptions above would result in a dilution of 2.9 per cent or from SEK
1.26 to SEK 1.22 on a pro forma basis.

The annual cost of the Plan including
social charges is estimated to be approximately SEK 2 million based on the above
assumptions. This cost can be related to the Company's total personnel costs,
including social charges, of SEK 204.1 million in 2011.

Hedging

The Plan
entails a certain financial exposure for the CDON Group, due to market price
changes for the CDON Group share. The Board intends to hedge the financial
exposure either, provided that the Annual General Meeting resolves in accordance
with item 19 b) on the agenda, by way of a combination of (i) reallocation from
the hedges of LTIP 2011 to LTIP 2012 and a new issue of redeemable and
convertible C shares or, (ii) by way of entering into an equity swap agreement
with a third party. The Board regards the first alternative to be the most cost
efficient and flexible arrangement for the conveyance of CDON Group shares and
for covering certain costs, mainly social security costs. However, independent
of hedging method, the costs of the Plan will be charged to the income statement
during the Vesting Period.

Delivery of shares under the Plan

To ensure the
delivery of shares under the Plan, the Board of Directors proposes that the
Annual General Meeting resolves to authorise the Board of Directors to resolve
on a directed issue of not more than 285,000 Class C shares to Nordea Bank AB
(publ) in accordance with item 19(b), and further to authorise the Board of
Directors to subsequently resolve to repurchase the Class C shares from Nordea
Bank AB (publ) in accordance with item 19(c). The Class C shares will then be
held by the Company during the vesting period, whereafter the appropriate number
of Class C shares will be reclassified into ordinary shares and subsequently be
transferred to the participants under the Plan. The Board of Directors further
proposes that the Annual General Meeting resolves that maximum 125,000 Class C
shares held by the company after reclassification into ordinary shares may be
transferred to the participants under the Plan.

The rationale for the
proposal

The objective of the proposed Plan is to create conditions to
recruit and retain high performing employees in the Group. The Plan has been
designed based on the view that it is desirable that senior executives and other
key employees within the CDON Group are shareholders in the Company.
Participation in the Plan requires a personal investment in CDON Group shares by
each participant. By linking the employee's reward with the development of the
Company's profits and increase in value, employee loyalty is rewarded and long
-term value growth of the Company is facilitated. Against this background, the
Board of Directors is of the opinion that the adoption of the Plan as set out
above will have a positive effect on the CDON Group's future development and
thus be beneficial for both the Company and its shareholders.

Preparation of
the proposal

CDON Group's Remuneration Committee has prepared this Plan in
consultation with external advisors and major shareholders. The Plan has been
reviewed at meetings of the Board of Directors during the first months of
2012.

The above proposal is supported by the Company's major
shareholders.

Authorisation to resolve to issue class C shares (item
19(b))

The Board of Directors proposes that the Annual General Meeting
resolves to authorise the Board of Directors, during the period until the next
Annual General Meeting, to increase the Company's share capital by not more than
SEK 570,000 by the issue of not more than 285,000 Class C shares, each with a
ratio value of SEK 2. With disapplication of 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 ratio value of the shares.
The purpose of the authorisation and the reason for the disapplication of the
shareholders' preferential rights in connection with the issue of shares is to
ensure delivery of shares to participants under the Plan.

A valid resolution
requires approval of shareholders representing at least two-thirds of both the
votes cast and the shares represented at the Annual General
Meeting.

Authorisation to resolve to repurchase Class C shares (item
19(c))

The Board of Directors proposes that the Annual General Meeting
resolves to authorise the Board of Directors, during the period until the next
Annual General Meeting, to repurchase its own Class C shares. The repurchase may
only be effected through a public offer directed to all holders of Class C
shares and shall comprise all outstanding Class C shares. The purchase may be
effected at a purchase price corresponding to not less than SEK 2 and not more
than SEK 2.10. The total price will not exceed 598,500. Payment for the Class C
shares shall be made in cash. The purpose of the repurchase is to ensure the
delivery of shares under the Plan.

A reasoned statement from the Board of
Directors, pursuant to Ch 19 Sec 22 of the Companies Act (2005:551), with
respect to the proposed repurchase of own Class C shares to ensure delivery of
ordinary shares under the Plan will be available on the Company's website at
www.cdongroup.com, at the Company's premises at Bergsgatan 20 in Malmö no later
than 11 April 2012 and will be sent to shareholders who so request and state
their postal or email address.

A valid resolution requires approval of
shareholders representing at least two-thirds of both the votes cast and the
shares represented at the Annual General Meeting.

Transfer of ordinary shares
to deliver under incentive programme (item 20)

The Board of Directors
proposes that the Annual General Meeting resolves that Class C shares that the
Company purchases by virtue of the authorisation to repurchase its own shares in
accordance with item 19(c) above, following reclassification into ordinary
shares, may be transferred to participants in accordance with the terms of the
Plan. The Board of Directors further proposes that the Annual General Meeting
resolves that maximum 125,000 Class C shares held by the company after
reclassification into ordinary shares may be transferred to participants in
accordance with the terms of the Plan.

A resolution in accordance with the
proposal is valid only where supported by shareholders representing at least
nine-tenths of both the votes cast and the shares represented at the Annual
General Meeting.

RESOLUTIONS PROPOSED BY SHAREHOLDERS

Instruction to the
Board of Directors to examine the possibilities for CDON Group to offer benefits
to the shareholders (item 21)

Shareholder Fredrik Norberg proposes that the
Annual General Meeting resolves to instruct the Board of Directors to examine
whether it is possible for CDON Group to offer benefits to the shareholders
related to CDON Group's services in order to reward shareholding in CDON Group
or that persons in their capacity of shareholders shall have a possibility to
test all, or at least to some extent, the services offered by CDON
Group.

MISCELLANEOUS

Shares and votes

There are a total number of
66,532,124 shares in the Company, whereof 66,342,124 ordinary shares and 190,000
Class C shares, corresponding to a total of 66,532,124 votes. The Company
currently holds 190,000 of its own Class C shares corresponding to 190,000 votes
which cannot be represented at the Annual General Meeting.

Special majority
requirements with respect to the proposed resolutions in item 19 and 20

Valid
resolutions under items 19(b) and 19(c) above require support of shareholders
holding not less than two-thirds of both the votes cast and the shares
represented at the Annual General Meeting. Items 19(a)-19(c) are conditional
upon each other. Valid resolution under item 20 above requires support of
shareholders holding at least nine-tenth of both the votes cast and the shares
represented at the Annual General Meeting.

Authorisation

The Board of
Directors, or the person that the Board will appoint, is authorised to make the
minor adjustments in the Annual General Meeting's resolution pursuant to item
19(b) as may be required in connection with registration at the Swedish
Companies Registration Office and Euroclear Sweden AB.

Documentation

The
Auditor's statement pursuant to Ch 8 Sec 54 of the Companies Act (2005:551), the
Board of Directors' report of the results of the Remuneration Committee's
evaluation according to the Swedish Code of Corporate Governance, the Nomination
Committee's motivated statement explaining its proposals regarding the Board of
Directors and information on the proposed directors of the Board of Directors
will be made available at the Company's website www.cdongroup.com and at the
Company's premises at Bergsgatan 20 in Malmö as per today and will be sent to
shareholders who so request and state their postal or email address.

The
accounting documents, including the Auditor's Report, and the reasoned statement
of the Board of Directors, pursuant to Ch 19 Sec 22 of the Companies Act
(2005:551) will be made available at the Company's website www.cdongroup.com, at
the Company's premises at Bergsgatan 20 in Malmö no later than on Wednesday 11
April 2012 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 CDON Group AB, c/o Computershare
AB, P.O. Box 610, SE-182 16 Danderyd, Sweden.

Shareholders' right to request
information

The Board of Directors and the Chief Executive Officer shall, if
any shareholder so requests and the Board of Directors 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.

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.

Malmö, April 2012

CDON Group AB
(publ)

The Board of Directors

___________

Other information

Schedule
for the Annual General Meeting

The doors open for shareholders at 9.00 a.m.
CET.

The Annual General Meeting commences at 10.00 CET.

___________

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 2 April 2012.

Attachments

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