Extraordinary General Meeting 2013

This press release may not be announced, published or distributed, in whole or in part, directly or indirectly, in the United States, Canada, Japan, Hong Kong or Australia or any other country where such publication or distribution would violate applicable laws or rules or would require additional documents to be prepared or registered or require any other actions to be taken, in addition to the requirements under Swedish law. This press release is not a prospectus but an announcement of the resolution adopted by the Extraordinary General Meeting in CDON Group. For further information, please refer to “Important notice” in this press release.

This press release has been published in Swedish and English. In the event of any discrepancy in content between Swedish original text and the English translation, the Swedish original shall prevail.

CDON Group AB (publ.), the leading e-commerce group in the Nordic region, today announced that the Extraordinary General Meeting (EGM), held today in Stockholm, resolved to approve CDON Group’s rights issue, announced on 17 April 2013.

The EGM resolved to approve the Board's decision of 16 April, 2013, to strengthen CDON Group’s capital structure through a rights issue of ordinary shares with preferential rights for existing shareholders.

The rights issue will be carried out under the conditions set by the Board of Directors on 8 May, 2013:

• Shareholders in CDON Group have preferential rights to subscribe for 1 new share per 2 existing shares
• The subscription price is SEK 15.50 per new share, which represents total rights issue proceeds of approximately MSEK 514 before issue costs
• The subscription period is 21 May–5 June 2013
• Up to 33,171,062 new shares will be issued, which will increase the share capital with up to SEK 66,342,124, at full subscription.
• The record date at Euroclear Sweden AB for the right to receive subscription rights is 17 May 2013.

Kinnevik, representing c. 25 per cent of the capital in CDON Group, has through a subscription commitment undertaken to subscribe for shares in the rights issue corresponding to its shareholding in CDON Group. The Extraordinary General Meeting’s resolution to approve the rights issue was adopted with the majority support of the vote cast required to meet the Swedish Securities Council's conditions for granting Kinnevik exemption from the obligation to launch a mandatory offer in the event that Kinnevik’s share of the votes through subscription in the rights issue, would amount to or exceed 30 per cent of the votes for all shares in CDON Group. The prerequisite for Kinnevik’s guarantee undertaking is thereby met, and Kinnevik guarantees the rights issue.

Detailed terms for the rights issue will be available in the prospectus, expected to be published by the Group on or about 17 May 2013.

For further information please visit cdongroup.com or contact:
Press, investor and analyst enquiries:
Fredrik Bengtsson, Head of Communications and Investor relations
Tel: +46 (0) 700 80 75 04
Email: press@cdongroup.com, ir@cdongroup.com

About CDON Group
CDON Group is the leading e-commerce group in the Nordic region. Established in 1999, the Group has continuously expanded its product portfolio and is now a leading e-commerce player in the Entertainment (CDON.com and Lekmer.com), Fashion (Nelly.com and Members.com), Sports & Health (Gymgrossisten.com, Bodystore.com and Milebreaker.com) and Home & Garden (Tretti.com and Room21.com) segments. CDON Group’s online stores attracted approximately 244 million site visits and more than two million unique customers during 2012.

The information in this announcement is such that CDON Group AB (publ) is required to disclose under the Securities Markets Act. This information was released for publication at 17:30 CET on 14 May 2013.