Nelly Group — Capital/Financing Update 2013

May 14, 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.

Extraordinary General Meeting 2013

Press release, Malmö, 14 May 2013

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.

Important notice

In certain jurisdictions, the publication or distribution of this press release may be subject to restrictions according to law and persons in those jurisdictions where this press release has been published or distributed should inform themselves about and abide by such restrictions. This press release does not contain or constitute an invitation or an offer to acquire, sell, subscribe for or otherwise trade in shares, subscription rights or other securities in CDON Group. Invitation to the persons concerned to subscribe for shares in CDON Group will only be made through the prospectus that CDON Group intends to publish at CDON Group website, following the approval and registration by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen), on 17 May 2013. The prospectus will contain, among other things, financial statements as well as information regarding CDON Group's Board of Directors. This press release has not been approved by any regulatory authority and is not a prospectus, accordingly investors should not subscribe for or purchase any securities referred to in this press release except on the basis of information provided in the prospectus to be published by CDON Group.

This press release is not directed at persons located in the United States (including its territories and possessions, any state of the United States and the District of Columbia) (the ("United States"), Canada, Australia, Hong Kong, Japan or in any other country where the offer or sale of the subscription rights, interim shares (Sw. betalda tecknade aktier) or new shares is not permitted. This press release may not be announced, published or distributed, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, Japan or any other country where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, other offer documentation, registrations or other actions in addition to what follows from Swedish law. Nor may the information in this press release be forwarded, reproduced or disclosed in such a manner that contravenes such restrictions or would require such additional prospectuses, other offer documentation, registrations or other actions. Failure to comply with this instruction may result in a violation of the United States Securities Act of 1933, as amended (the "Securities Act") or laws applicable in other jurisdictions.

In addition, if and to the extent that this press release is communicated in any European Economic Area member state that has implemented Directive 2003/71/EC (together with any applicable implementing measures, including Directive 2010/73/EC, in any member state, the "Prospectus Directive"), this press release is only addressed to and directed at persons in that member state who are "qualified investors" within the meaning of the Prospectus Directive and must not be acted on or relied on by other persons in that member state. This press release does not constitute a prospectus within the meaning of the Prospectus Directive or an offer to the public.

In the United Kingdom, this press release is being distributed only to, and is directed only at (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order"), (ii) persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order, or (iii) other persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). This press release is directed only at relevant persons and must not be acted on or relied on by anyone who is not a relevant person.

No subscription rights, interim shares or new shares have been or will be registered under the Securities Act, or with any other securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, into or within the United States or on account of such persons other than pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable securities laws of any state or jurisdiction of the United States.