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Annual General Meeting 2015

The Annual General Meeting of shareholders in Qliro Group AB (publ.) held in Stockholm on the 18th of May 2015, voted to support all resolutions that the Board of Directors and the Nomination Committee had proposed to the Meeting.

The AGM adopted the income statement, the balance sheet, the consolidated income statement and the consolidated balance sheet.

The AGM approved that the retained earnings, the share premium reserve and the result for the year, corresponding to a total of SEK 1,016,476,743.51 be carried forward.

The AGM discharged the Board and the CEO from liability for the financial year 2014.

The AGM re-elected Patrick Andersen, Mengmeng Du, Lorenzo Grabau, Lars-Johan Jarnheimer, David Kelly and Daniel Mytnik as directors of the Board and elected Jens Grede and Peter Sjunnesson as new directors of the Board. Furthermore, Lars-Johan Jarnheimer was re-elected as Chairman of the Board.

The AGM approved remuneration for the Board and the auditor and procedure for the Nomination Committee.

The AGM approved the guidelines for remuneration for senior executives as well as the principles and scope for Qliro Group’s long-term incentive programme for 2015, including a long-term performance share plan with a similar structure as the long-term incentive plans adopted in 2011-2014; and a new synthetic call option plan based on the underlying value growth in Qliro Group’s subsidiaries/business units. The AGM also resolved on hedging arrangements for the programme, comprising authorisations for the Board to resolve on a new issue of no more than 2,200,000 class C shares and re-purchase of all class C shares in the company and to transfer own shares to the participants in the programme during 2018.

The AGM authorised the Board to pass a resolution on one or more occasions for the period up until the next Annual General Meeting to repurchase so many of the company’s own ordinary shares that Qliro Group’s holdings do not at any time exceed 10 per cent of the total number of issued shares in Qliro Group.

At a statutory meeting of the Board of Directors following the AGM, the Audit and Remuneration Committees were appointed. Peter Sjunnesson was appointed Chairman of the Audit Committee, while Lorenzo Grabau and David Kelly were appointed as Audit Committee members. Lorenzo Grabau was appointed Chairman of the Remuneration Committee, while Patrick Andersen and Daniel Mytnik were appointed as Remuneration Committee members.

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