At the Annual General Meeting in CDON AB ("CDON" or the "company") held on 18 May 2026, the following resolutions were passed.
Adoption of the income statement and balance sheet
It was resolved to adopt the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet for the financial year 2025.
Resolution on dispositions in respect of the company's result
It was resolved, in accordance with the proposal from the Board of Directors, that no dividend is paid and that available profits are carried forward.
Resolution on discharge from liability
It was resolved to discharge all members of the Board of Directors and the Chief Executive Officer from liability for the financial year 2025.
Resolution on fees to the Board of Directors and auditor
It was resolved, in accordance with the proposal from the Nomination Committee, that the fees to the members of the Board of Directors shall be distributed as follows:
- SEK 350,000 to the Chairman of the Board and SEK 225,000 to each of the other Board members elected by the Annual General Meeting, and
- SEK 75,000 to the Chairman of the Audit Committee.
It was resolved, in accordance with the proposal from the Nomination Committee, that the auditor's fees shall be paid as per approved invoice.
Election of Board of Directors and auditor
It was resolved that the number of members of the Board of Directors shall be six (6), without deputies. The Annual General Meeting resolved on re-election of Christoffer Norman, Brad Hathaway, Alexander Bricca, Houman Akhavan and Mikaela Willman and new election of Therese Kempe as members of the Board of Directors for the period until the end of the next Annual General Meeting.
It was resolved, in accordance with the proposal from the Nomination Committee, to elect Brad Hathaway as Chairman of the Board.
It was resolved, in accordance with the proposal from the Nomination Committee, that one registered accounting firm be elected as auditor, without deputies. The Annual General Meeting resolved to elect the registered accounting firm Öhrlings PricewaterhouseCoopers AB as the company's auditor for the period until the end of the next Annual General Meeting. The Authorized Public Accountant Eva Carlsvi will be appointed auditor in charge.
Resolution on adjustment of the warrant-based incentive program 2025/2028 terms
It was resolved, in accordance with the proposal from the Board of Directors, to amend the warrant-based incentive program for senior executives. The amendment means that warrants of series 2025/2028 that have been repurchased by the company through a private placement may be offered to new senior executives in order to increase the company's recruiting power. The transfer of such repurchased warrants shall be at market value determined by an updated Black & Scholes valuation at the time of transfer.
Resolution on adoption of a warrant-based incentive program for senior executives
It was resolved, in accordance with the proposal from the Board of Directors, to adopt a warrant-based incentive program for senior executives and to issue and approve of transfer of no more than 55,000 warrants in accordance with the Board of Directors' proposal. The right to acquire warrants is granted to the CEO and members of the senior management in the company. Vesting of the warrants shall take place gradually during a three-year period, whereby 33 percent of allotted warrants shall be vested after one year and vesting of the remaining warrants shall take place on a quarterly basis. If the participant's employment with CDON is terminated during the three year period, CDON has the right to repurchase warrants from the participant under certain circumstances. In order to stimulate high participation in the program, participants who participate in the program shall receive a subsidy in the form of a bonus payment corresponding, after tax, to 50 percent of the premium for the warrants acquired.
Each warrant entitles to subscribe for one ordinary share in the company at a subscription price corresponding to 185 percent of the volume-weighted average price of the company's ordinary share on Nasdaq First North Growth Market during the ten (10) trading days immediately preceding 18 May 2026. Subscription of new shares by support of the warrants may take place during the period from and including 22 May 2029 up to and including the date that falls 30 calendar days thereafter. Transfer of warrants shall take place at market value at the time of transfer. Application for acquisition of the warrants shall be made no later than 1 June 2026.
The complete terms and conditions for the warrants are available on the companys website, investors.cdon.com/en.
Resolution on Amendment of the Articles of Association
The Annual General Meeting resolved, in accordance with the Board of Directors' proposal, to amend the Articles of Association to align them with the current wording of the Swedish Companies Act (2005:551) regarding the record date and the final date for notification of attendance at the General Meeting. The amendment entails the removal of the previous restriction stipulating that the final date for notification may not fall earlier than the fifth working day before the meeting, as this is no longer compatible with the Act's requirement of a record date six banking days before the meeting.
Resolution on authorization for the Board of Directors to issue ordinary shares
It was resolved, in accordance with the proposal from the Board of Directors, to authorize the Board to, on one or more occasions until the next Annual General Meeting, decide on a new issue of ordinary shares, with or without deviation from the shareholders' preferential rights. The total number of ordinary shares that may be issued pursuant to the authorization may not exceed 25 percent of the number of outstanding ordinary shares.
For further information, please contact:
Fredrik Norberg
CEO
E-mail: fredrik.norberg@cdon.com
Carl Andersson
CFO
E-mail: carl.andersson@cdon.com
Certified Adviser
FNCA Sweden AB is the company's Certified Adviser
About CDON Group
CDON AB (publ) is a leading marketplace group in the Nordics, owning and operating the online marketplaces CDON and Fyndiq. CDON Group is listed on Nasdaq First North Growth Market and is headquartered in Stockholm. In 2023, CDON AB acquired Fyndiq, bringing the two platforms together under the CDON Group. Fyndiq and CDON combine technology competencies, marketplace infrastructure, and customer reach - creating a comprehensive and complementing offering for merchants and consumers alike. The Group's vision is to unleash the power of the marketplace by providing the best shopping experience in the Nordics.
