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Annual General Meeting 2017

The Annual General Meeting of Qliro Group AB was held on Monday 8 May 2017.

The Annual General Meeting of Qliro Group’s shareholders (the “AGM”), voted to support all of the resolutions that the Board and the Nomination Committee proposed to the AGM.

The AGM adopted the income statement, the balance sheet, the consolidated income statement and the consolidated balance sheet for the year 2016.

The AGM approved that the retained earnings, the share premium reserve and the result for the year, corresponding to a total of SEK 709,918,343 be carried forward.

The AGM discharged the Board and the CEO from liability for 2016.

The AGM re-elected Caren Genthner-Kappesz, Lars-Johan Jarnheimer, Daniel Mytnik and Peter Sjunnesson as directors of the Board and elected Christoffer Häggblom, Erika Söderberg Johnson and Jessica Thorell as new directors 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 2018 Annual General Meeting. It was noted that the authorised public accountant Mårten Asplund will replace Cronie Wallquist as the 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 2011-2016, a synthetic call option plan (with a similar structure as the synthetic call option plan adopted in 2016) 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 4,550,000 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.

At a statutory meeting of the Board of Directors following the AGM, the Audit and Remuneration Committees were appointed. Erika Söderberg Johnson was appointed Chairman of the Audit Committee, while Daniel Mytnik and Peter Sjunnesson were appointed as Audit Committee members. Daniel Mytnik was appointed Chairman of the Remuneration Committee, while Christoffer Häggblom and Jessica Thorell were appointed as Remuneration Committee members.

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