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Annual General Meeting 2016

Qliro Group's Annual General Meeting of shareholders (the "AGM"), that was held on 23 May 2016 in Stockholm, Sweden, voted to support all of the resolutions that the Board and the Nomination Committee had proposed to the AGM.

The AGM adopted the income statement, the balance sheet, the consolidated income statement and the consolidated balance sheet for 2015.

The AGM approved that the retained earnings, the share premium reserve and the result for the year, corresponding to a total of SEK 885,161,017.75 be carried forward.

The AGM discharged the Board and the CEO from liability for 2015.

The AGM re-elected Patrick Andersen, Lorenzo Grabau, Lars-Johan Jarnheimer, David Kelly, Daniel Mytnik and Peter Sjunnesson as directors of the Board and elected Caren Genthner-Kappesz as new director of the Board. Furthermore, Lars-Johan Jarnheimer was re-elected as Chairman of the Board.

The AGM approved to re-elect the auditing firm KPMG AB as the company’s auditor for the period until the end of 2017 Annual General Meeting. Cronie Wallquist will continue as auditor-in-charge.

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 a performance share plan with a similar structure as the long-term incentive plans adopted in 2011-2015, a new synthetic call option plan based on the underlying value growth in Qliro Group’s subsidiary/business unit Qliro Financial Services, and to transfer own shares to the participants in accordance with the conditions of the plans.

The AGM also resolved on hedging arrangements for the programmes, comprising authorisations for the Board to resolve on a new issue of no more than 9,000,000 class C shares and re-purchase of all class C shares in the company.

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.

The AGM resolved to amend the articles of association, including, among other things, that the auditor’s term of office is changed from four (4) to one (1) year.

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 David Kelly and Daniel Mytnik were appointed as Audit Committee members. Lorenzo Grabau was appointed Chairman of the Remuneration Committee, while Patrick Andersen and Caren Genthner-Kappesz were appointed as Remuneration Committee members.

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