Extra General Meeting 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 are available in the prospectus, published by the Group on 17 May 2013.