CDON
Notice of Annual General Meeting in CDON AB
The shareholders of CDON AB, Reg. No. 556406-1702 ("CDON" or the "company"), are hereby summoned to the Annual General Meeting on Wednesday, 7 May 2025, 15:00 CEST.
Notice of Annual General Meeting in CDON AB
The Board of Directors has, pursuant to the company's Articles of Association, resolved that the Annual General Meeting will be conducted as a digital meeting. This entails that the Annual General Meeting will be held without the physical presence of shareholders, proxies and third parties. The Board of Directors has also, pursuant to the company's Articles of Association, resolved that the shareholders shall have the opportunity to exercise their voting rights by postal voting prior to the Annual General Meeting. Shareholders may thus choose to attend the meeting digitally or by postal voting in advance. The meeting will be held in English.
Right to attend
In order to attend the Annual General Meeting, shareholders shall be registered in the share register kept by Euroclear Sweden AB as of 28 April 2025. Further, shareholders who wish to participate in the Annual General Meeting shall give notice of participation to Inderes AB (administering the Annual General Meeting on behalf of CDON) no later than 30 April 2025 or cast a postal vote in accordance with the instructions under the heading "Instructions for postal voting" no later than 30 April 2025. Notice of participation is made:
- by website: investors.cdon.com/en,
- by mail: Inderes AB, Vattugatan 17, 5th floor, SE-111 52 Stockholm, Sweden (please label the envelope "CDON AGM"), or
- by e-mail: agm@innovatics.se.
The notice of participation should state name, personal identification number or corporate registration number, postal address, telephone number, shareholding and, where applicable, information about any proxy or shareholder assistants at the Annual General Meeting. In order to participate in the digital Annual General Meeting, an email address and/or telephone number must also be provided in the notice of participation (see "Instructions for participation at the general meeting" below). Shareholders or its proxies may bring a maximum of two assistants, provided that their attendance is notified as above.
Instructions for participation at the general meeting
The meeting will only be conducted via the digital Videosync platform provided by Inderes. An individual link and password for participation will be sent no later than the day before the Annual General Meeting to shareholders and proxies who have duly given notice of participation in the meeting through the e-mail address and/or the telephone number provided by the shareholder when giving notice of participation in the meeting. Thus, providing a correct e-mail address and/or telephone number to those who wish to participate in the general meeting is a prerequisite for being able to participate digitally in the general meeting.
Digital participation in the general meeting will be provided through the digital Videosync platform, which includes video and audio access to the general meeting. Participation does not require any paid software or downloads. In addition to an internet connection, participation requires a computer, smartphone or tablet with speakers or headphones for audio and a microphone for shareholders wishing to speak during the meeting. In addition to exercising the right to speak, shareholders may ask questions in writing. One of the following browsers is recommended for participation: Chrome, Firefox, Edge, Safari or Opera. Shareholders are advised to log on to the meeting system well in advance of the general meeting.
For more information on the general meeting service, additional instructions for proxies representing more than one shareholder, contact details of the service provider and instructions in case of possible disruptions can be found on the website https://b2b.inderes.com/knowledge-base/inderes-agm-solutions. A link to test the compatibility of your computer, smartphone or tablet with the network connection can be found on the website https://b2b.inderes.com/knowledge-base/compatibility-testing. It is recommended that read the detailed instructions for participation before the meeting.
Instructions for digital participation are also available on the company's website.
Instructions for postal voting
Shareholders who wish to exercise their voting rights by postal voting shall use the postal voting form and follow the instructions available on the company's website, investors.cdon.com/en. The postal vote must be received by Inderes (administering the forms on behalf of CDON) no later than 30 April 2025. The postal voting form shall be sent by mail to Inderes, Inderes AB, Vattugatan 17, 5th floor, SE-111 52 Stockholm, Sweden (please label the envelope "CDON AGM") or by e-mail to agm@innovatics.se. The cast of the postal vote is valid as a notice of participation at the Annual General Meeting.
If the shareholder is postal voting through a proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. If the shareholder is a legal entity, a Certificate of Registration or an equivalent authorization document must be submitted along with the postal voting form.
The shareholder may not provide the postal vote with any special instructions or conditions. If the shareholder has modified the form with special instructions or conditions, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions and conditions are set out in the postal voting form.
If a shareholder who has submitted a postal voting form attends the Annual General Meeting in person or by proxy, the postal vote lapses.
Nominee-registered shares
In order to be entitled to attend the Annual General Meeting, a shareholder whose shares are nominee-registered shall, in addition to giving notice of participation in the Annual General Meeting, register its shares in its own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB as of the record date on 28 April 2025. Such registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee in accordance with the nominee's routines at such a time in advance as decided by the nominee. Voting rights registrations made no later than the second banking day after 28 April 2025 are taken into account in the presentation of the share register.
Proxy and proxy form
If a shareholder is represented by proxy, a written and dated power of attorney signed by the shareholder must be issued for the proxy. The power of attorney must not have been issued more than one year before the date of the Annual General Meeting, unless the power of attorney provides for a longer period, however, not exceeding five years from issuance. The original power of attorney as well as registration certificate and other authorization documents, evidencing the authorized representative, should reach the company at the above address no later than 30 April 2025.
Proxy form is available from the company and on the company's website, investors.cdon.com/en, and is upon request sent to the shareholders who provide their postal address.
Proposed agenda
- Opening of the Annual General Meeting.
- Election of Chairman of the Annual General Meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to verify the minutes in addition to the Chairman.
- Determination as to whether the Annual General Meeting has been duly convened.
- Presentation of the annual report and the auditor's report, as well as the consolidated financial statements and the consolidated auditor's report.
- Resolution on
- adoption of the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet,
- dispositions in respect of the company's result pursuant to the adopted balance sheet, and
- discharge from liability for the members of the Board of Directors and the Chief Executive Officer.
- Determination of the number of members of the Board of Directors as well as auditors and deputy auditors.
- Determination of fees to the members of the Board of Directors and the auditors.
- Election of members of the Board of Directors as well as auditors and deputy auditors.
- Resolution on adoption of a warrant-based incentive program for senior executives.
- Resolution on authorization for the Board of Directors to issue ordinary shares.
- Closing of the Annual General Meeting.
Proposed resolutions
Item 2 - Election of Chairman of the Annual General Meeting
The Nomination Committee proposes that Johan Wigh, member of the Swedish Bar Association be elected Chairman of the Annual General Meeting.
Item 3 - Preparation and approval of the voting list
The voting list proposed to be approved under item 3 on the agenda is the voting list prepared by the Chairman, based on the general meeting share register, registered and present shareholders at the Annual General Meeting and received postal votes.
Item 8 b - Resolution on dispositions in respect of the company's result pursuant to the adopted balance sheet
The Board of Directors proposes that no dividend is paid and that available profits are carried forward.
Item 9 - Determination of the number of members of the Board of Directors as well as auditors and deputy auditors
The Nomination Committee proposes that the number of members of the Board of Directors elected by the general meeting for the period until the end of the next Annual General Meeting shall be five members, without deputies. The Nomination Committee further proposes that one registered accounting firm be elected as auditor, without deputies.
Item 10 - Determination of fees to the members of the Board of Directors and the auditors
The Nomination Committee proposes that the fees to the members of the Board of Directors shall be as set out below. Fee for 2024 is stated in parentheses.
- SEK 350,000 (325,000) to the Chairman of the Board;
- SEK 225,000 (200,000) to each of the other Board members; and
- SEK 75,000 to the Chairman of the Audit Committee.
The Nomination Committee further proposes that the auditor's fees shall be paid as per approved invoice.
Item 11 - Election of members of the Board of Directors as well as auditors and deputy auditors
The Nomination Committee proposes re-election of the Board members Christoffer Norman and Brad Hathaway for the period until the end of the next Annual General Meeting. The Nomination Committee further proposes the election of Alexander Bricca, Houman Akhavan and Mikaela Willman as new Board members for the period until the end of the next Annual General Meeting. The Nomination Committee proposes re-election of Christoffer Norman as Chairman of the Board.
Information on the members proposed for new election follows below.
Alexander Bricca
Born: 1976
Current assignments: Chief Financial Officer at Paradox Interactive.
Previous experience: Alexander Bricca's previous roles include serving as CFO at Viaplay AB and Voddler Group AB, holding a Board position at Stillfront Group AB, working as an Investment Manager at Deseven Capital AB, practicing as a business lawyer at Bricca Affärsjuridik AB, and serving as Corporate Legal Counsel at ECI Net AB. Alexander has vast experience in various digital B2C companies and brings relevant skills around governance and compliance to the Board.
Education: Master of Science degree in Business Law and a Bachelor of Science degree in Business Administration from Linköping University.
Holdings of shares or other financial instruments in the company (including holdings of related persons): 0.
Alexander Bricca is independent in relation to the company and its executive management and independent in relation to major shareholders in the company.
Houman Akhavan
Born: 1977
Current assignments: Chief Marketing Officer at CARiD.com.
Previous experience: Houman Akhavan is an accomplished e-commerce executive with 25 years of experience driving growth and innovation in both startup and public company settings. Houman has held several leadership roles including Chief Marketing Officer and Vice President of Marketing at CarParts.com. He also founded the digital marketing agency Growth Rocket, where he served as Chief Executive Officer. Earlier in his career, he was the co-founder and Chief Strategy Officer of eDigitalWeb, Inc., where he helped launch CarParts.com's online presence. Houman has served on Google's Retail Advisory Council, contributing to thought leadership in the retail space.
Education: -
Holdings of shares or other financial instruments in the company (including holdings of related persons): 0.
Houman Akhavan is independent in relation to the company and its executive management and independent in relation to major shareholders in the company.
Mikaela Willman
Born: 1989
Current assignments: Investment Manager working with Rite Ventures.
Previous experience: Mikaela Willman's previous roles include serving as Chief of Staff and holding a Board position at Cardo Health AB, working as an Engagement Manager at McKinsey and Company and driving business development for H&M's e-commerce division. Mikaela brings significant experience in strategy development and execution, as well as B2C companies.
Education: Bachelor of Science degree in International Business from University of Warwick.
Holdings of shares or other financial instruments in the company (including holdings of related persons): Indirect holding through Rite Ventures, which owns 1,574,782 ordinary shares.
Mikaela Willman is independent in relation to the company and its executive management and not independent in relation to major shareholders in the company.
Information on all proposed members is available at the company's website, investors.cdon.com/en.
The Nomination Committee further proposes re-election of the registered accounting firm Öhrlings PricewaterhouseCoopers AB ("PwC") as the company's auditor for the period until the end of the next Annual General Meeting. PwC has informed that the Authorized Public Accountant Eva Carlsvi will continue to be appointed auditor in charge, should PwC be elected as auditor.
Item 12 - Resolution on adoption of a warrant-based incentive program for senior executives
The Board of Directors proposes that the Annual General Meeting, in accordance with what is set out below, resolves on adoption of a warrant-based incentive program for senior executives in the company through (A) resolution on issue of warrants of series 2025/2028 to the company, and (B) resolution on approval of transfer of warrants of series 2025/2028 to senior executives in the company.
The incentive program in brief
- The Board of Directors proposes that the Annual General Meeting resolves on adoption of an incentive program under which the company offers up to six (6) persons within the company to acquire warrants of series 2025/2028 in the company in accordance with what is set out below. The program will comprise the CEO of the company and members of the senior management. The Board of Directors intends to propose annual warrant-based incentive programs similar to this program.
- The proposal entails that the Annual General Meeting resolves on adoption of the program and issue and transfer of up to 122,349 warrants of series 2025/2028 (corresponding to a maximum dilution of approximately 1.1 percent) to implement the program. The warrants will be acquired by the participants at market value.
- The purpose of the proposed incentive program is to create conditions for retaining and recruiting competent personnel to the company, increase the motivation amongst the participants, increase their loyalty to the company and align their interests with those of the company's shareholders as well as to promote a personal shareholding and thereby promote shareholder value and the company's capability of long-term value creation.
- The participants shall have the right to acquire a number of warrants corresponding to a certain number of monthly salaries, as further described under item (B) below. The number of warrants each participant shall have the right to acquire shall be determined based on the market value of the warrants as of the date of transfer of the warrants from 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 thereafter. The reason that the vesting period for the majority of the warrants, in some cases, is less than three years is that the company is at a stage where it is particularly important to retain and motivate key employees. The Board of Directors believes that this is crucial for the company's future development and value creation, and that it is in the interest of both the company and its shareholders to provide equal incentives to all key employees. The Board of Directors therefore considers that a vesting period shorter than three years is in the interest of the company and its shareholders.
- Each warrant shall entitle the participants to, after a three-year period, i.e., in 2028, subscribe for one new ordinary share in the company at a price equivalent 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 7 May 2025.
Background and objective
The Board of Directors considers it essential that key employees in the company are given the opportunity to receive a remuneration that is related to and dependent on the value increase of the company's shares that they contribute to creating. The Board of Directors believes that the proposed incentive program creates conditions for retaining and recruiting competent personnel to the company and increases the motivation amongst the participants, increases their loyalty to the company and aligns their interests with those of the company's shareholders. Further, the proposed incentive program promotes a personal shareholding and thereby promotes shareholder value and the company's capability of long-term value creation. The Board of Directors intends to propose annual warrant-based incentive programs similar to this program.
The Board of Directors considers that the proposed incentive program, as described below, is reasonable and advantageous for the company and its shareholders.
Issue of warrants
The Board of Directors proposes that the Annual General Meeting resolves on a directed issue of no more than 122,349 warrants of series 2025/2028 on the following terms and conditions, in order to implement the incentive program.
- The right to subscribe for the warrants shall, with deviation from the shareholders' preferential right, be granted CDON with the right and obligation to transfer the warrants to senior executives in the company in accordance with the proposal under item (B) below. The company shall not have the right to dispose of the warrants in any other way than as set out in the proposal under item (B) below. Oversubscription cannot take place.
- The reason for the deviation from the shareholders' preferential right is that the warrants shall be used within the warrant program.
- The warrants shall be issued free of charge.
- Subscription of the warrants shall be made on a separate subscription list no later than 14 May 2025. The Board of Directors shall have the right to extend the subscription period.
- Each (1) warrant entitles to subscription of one (1) new ordinary share in the company. Subscription of new shares by support of the warrants may take place during the period from and including 22 May 2028 up to and including the date that falls 30 calendar days thereafter. Pursuant to the terms and conditions of the warrants, the period during which the warrants may be exercised may be extended if participants are prevented from exercising their warrants due to applicable rules on insider trading or equivalent.
- The subscription price per each new share subscribed for by support of the warrants shall be determined as an amount 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 7 May 2025. The subscription price shall be rounded to the nearest whole SEK 0.1. The subscription price may not be less than the quota value of the share. If the subscription price upon subscription of shares by support of the warrants exceeds the quota value, the excess amount shall be added to the unrestricted share premium reserve.
- The new shares issued following exercise of the warrants shall entitle to dividend for the first time on the first record date for dividends that occurs closest after the subscription has been effected.
- Warrants held by the company which have not been transferred in accordance with item (B) below or which have been repurchased from the participants, may be cancelled by the company following a resolution by the Board of Directors. Cancellation shall be notified to the Swedish Companies Registration Office for registration.
- The complete terms and conditions for the warrants are set out in Appendix A. As set forth therein, the subscription price as well as the number of shares that each warrant entitles to subscription of may be subject to recalculation under certain circumstances.
- The company's share capital may, upon exercise of all 122,349 warrants of series 2025/2028, be increased by no more than SEK 122,580.41534 (subject to any re-calculations in accordance with the complete terms and conditions of the warrants).
Approval of transfer of warrants
The Board of Directors proposes that the Annual General Meeting resolves to approve that the company, within the framework of the incentive program, transfers no more than 122,349 warrants of series 2025/2028 to senior executives in the company in accordance with the following terms:
- The right to acquire warrants shall be given to the CEO of the company and members of the senior management in accordance with below. The participants shall have the right to acquire a number of warrants corresponding to a certain number of monthly salaries in accordance with what is set out in the table below. The number of warrants each participant shall have the right to acquire shall be determined based on the market value of the warrants as of the date of transfer of the warrants from the company.
Number of persons per category | Maximum number of warrants | |
|
One (1) person | A number of warrants corresponding to 1,5 months' salary |
|
No more than two (2) persons | A number of warrants corresponding to 1,5 months' salary |
|
No more than three (3) persons | A number of warrants corresponding to one (1) month's salary |
The total number of warrants being transferred to all participants above may, however, never exceed 122,349 warrants in total, to be distributed proportionally to the participants in relation to the size of each participant's monthly salary.
As the warrants are acquired by the participants at market value and require a positive development of the company's share price, there are no performance criteria for the exercise of the warrants.
A prerequisite for the right to acquire warrants from the company is (i) that the participant, at the time of the acquisition, is employed with the company, and (ii) that acquisition of warrants can be made in accordance with applicable laws, and that the Board of Directors considers that acquisition can be made at reasonable administrative and financial efforts.
A further prerequisite for the right to acquire warrants from the company is that the participant has entered into a separate post-transfer purchase right agreement with the company, according to which the company, or the person appointed by the company, under certain circumstances has the right to repurchase warrants from the participant if the participant's employment with the company is terminated during the term of the program. If the participant's employment with the company is terminated by the company in the event of objective grounds for termination for personal reasons or after summary dismissal (or, with regards to the CEO, in the event of termination for reasons corresponding to those stated above), all warrants (both vested and unvested warrants) shall be repurchased without consideration to the participant. If the employment is terminated for reasons other than those stated, unvested warrants shall be repurchased at the lower of the cost of acquisition and the market value of the warrants. The Board of Directors is also entitled to deduct any amounts received by the participant as a bonus payment for participation in the incentive program relating to the repurchased warrants. If the participant's employment with the company is terminated by the participant prior to 22 May 2026, all warrants (both vested and unvested warrants) shall be repurchased without consideration to the participant. The post-transfer purchase right agreements will otherwise contain customary terms and conditions. The Board of Directors is entitled to make reasonable changes and adjustments to the terms of the agreements as deemed appropriate as a result of local civil or tax law or administrative conditions.
- Vesting of the warrants shall take place gradually during a three-year period from the date of allotment of the warrants up until the date falling three years thereafter. 33 percent of allotted warrants shall be vested after one year, whereafter vesting of the remaining warrants shall take place on a quarterly basis by 8.375 percent per quarter. The reason that the vesting period for the majority of the warrants, in some cases, is less than three years is that the company is at a stage where it is particularly important to retain and motivate key employees. The Board of Directors believes that this is crucial for the company's future development and value creation, and that it is in the interest of both the company and its shareholders to provide equal incentives to all key employees. The Board of Directors therefore considers that a vesting period shorter than three years is in the interest of the company and its shareholders.
- 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. The bonus shall be paid by the company in connection with the adoption of the program.
- Application for acquisition of warrants shall be made during the period from and including 8 May 2025 up to and including 21 May 2025. The Board of Directors shall be entitled to extend the application period. The Board of Directors in the company resolves on the final allotment, in accordance with the principles established by the Annual General Meeting.
- The warrants shall be transferred on market terms at a price determined on the basis of a calculated market value of the warrants applying the Black & Scholes valuation model calculated by an independent valuation institute.
- Payment for the warrants shall be made in cash no later than seven (7) days after application for acquisition.
Dilution
Upon full subscription by support of all warrants of series 2025/2028, 122,349 new ordinary shares may be issued, corresponding to a dilution of approximately 1.1 percent of the total number of shares and approximately 1.1 percent of the total number of votes in the company (subject to any recalculations in accordance with the complete terms and conditions of the warrants). The maximum number of warrants proposed to be issued in accordance with item (A) above corresponds to 120 percent of the number of warrants that, as of the date of the notice of the Annual General Meeting, would have been allotted to the participants based on a market value of the warrants calculated in accordance with what is described under "Preliminary valuation" below. The number of warrants allotted to the participants under the program may be less than the maximum number of warrants set out in item (A) above, and may therefore result in a lower dilution.
Existing incentive programs
At the time of this proposal, there are no outstanding incentive programs with remaining participants in the company.
Preliminary valuation
The market value of a warrant of series 2025/2028 is, pursuant to preliminary valuation in accordance with the Black & Scholes valuation model, SEK 8.68.
The preliminary valuation is based on the assumption that 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 7 May 2025 will amount to SEK 46.7 (corresponding to 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 3 April 2025), which would entail a subscription price of SEK 86.4 per share upon exercise of the warrants, and the assumption of a volatility of 55 percent, a risk-free interest rate of 2.3 percent, and a term of three years. In connection with the transfer of warrants to participants, the market value will be determined based on updated assumptions and then-known parameters.
Costs for the company and impact on key figures etc.
As the warrants are to be transferred to the participants at market value, the acquisition of warrants under the incentive program is not expected to incur any costs for the company in addition to some costs in terms of external consulting fees and costs relating to the administration of the incentive program, which are expected to amount to approximately SEK 150,000.
The subsidy in the form of a bonus payment that the participants under the program will receive from the company will, in addition, incur costs for the company. The costs for the subsidy are expected to amount to approximately SEK 1.2 million in total, including costs for social security contributions based on average social security contributions of 31.42 percent.
The warrants are expected to have a marginal impact on the group's key figure earnings per share.
Preparation of the proposal
The proposal for resolution on adoption of the incentive program and the proposals under items (A) and (B) above have been prepared by the Board of Directors and its Remuneration Committee in consultation with external advisors.
Other
The Board of Directors, or the person appointed by the Board of Directors, shall have the right to make the minor adjustments to the above resolution that may prove necessary in connection with registration with the Swedish Companies Registration Office. The Board of Directors shall be responsible for the detailed design and handling of the incentive program, including drafting of agreements between the company and the participants, within specified conditions and guidelines. In connection thereto, the Board of Directors shall be entitled to make adjustments in order to meet market conditions or to comply with applicable rules.
Majority requirements
The Board of Directors' proposals for resolution on adoption of a warrant-based incentive program for senior executives in the company through (A) resolution on issue of warrants of series 2025/2028 to the company, and (B) resolution on approval of transfer of warrants of series 2025/2028 to senior executives in the company, constitute a joint proposal and shall be made as one resolution. Resolution in accordance with the Board of Directors' proposal is valid only when supported by shareholders representing no less than nine tenths (9/10) of both the votes cast and the shares represented at the Annual General Meeting.
Item 13 - Resolution on authorization for the Board of Directors to issue ordinary shares
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, on one or several occasions during the period up until the next Annual General Meeting, resolve on new issue of ordinary shares, with or without deviation from the shareholders' preferential rights. The total number of ordinary shares that can be issued by support of the authorization may not exceed twenty-five (25) percent of the total number of outstanding ordinary shares in the company at the time of the first utilization of the authorization. Payment may, in addition to cash payment, be made in kind or by set-off, or otherwise with conditions.
The purpose of the authorization and the reasons for any deviation from the shareholders' preferential rights is to increase the company's financial flexibility and the Board's room for maneuver, in a time- and cost-effective manner be able to supply the company with new capital and/or new shareholders of strategic importance for the company, and enable the company to, fully or partially, finance any company acquisitions or acquisitions of businesses by issuing ordinary shares as payment in connection with agreements on acquisitions, or to raise capital for such acquisitions. New issue of shares, with deviation from the shareholders' preferential rights, shall take place at a subscription price in line with market conditions, including any discount in line with market conditions where applicable.
The Board of Directors, or the person appointed by the Board of Directors, shall have the right to make the minor adjustments to the above resolution that may prove necessary in connection with registration with the Swedish Companies Registration Office.
Other information
Nomination Committee
Prior to the Annual General Meeting, the company's Nomination Committee has consisted of Ebba Ljungerud (Chair), representing Rite Ventures, Jonathan Buba, representing Nantahala Capital and David Kanen, representing Kanen Wealth Management.
Majority requirements
Resolution pursuant to item 12 is valid only when supported by shareholders representing no less than nine tenths (9/10) of both the votes cast and the shares represented at the Annual General Meeting. Resolution pursuant to item 13 is valid only when supported by shareholders representing no less than two thirds (2/3) of both the votes cast and the shares represented at the Annual General Meeting.
Number of shares and votes in the company
At the time of issuance of this notice, the total number of shares in the company amounts to 10,751,313, of which 10,540,867 constitute ordinary shares, corresponding to 10,540,867 votes, and 210,446 constitute class C shares, corresponding to 21,044.6 votes. The total number of votes is 10,561,911.6. The company holds no treasury shares.
Shareholders' right to receive information
The Board of Directors and the Chief Executive Officer shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the company, provide information at the Annual General Meeting about circumstances that may affect the evaluation of an item on the agenda, circumstances that may affect the evaluation of the company's or subsidiaries' financial position and the company's relation to other group companies.
Available documents
The Nomination Committee's and the Board of Directors' complete proposals are set out in this notice, which, together with the postal voting form, is available from the company and on its website stated below.
Accounting documents and auditor's report will be available from the company no later than three weeks prior to the Annual General Meeting. Documents in accordance with the Swedish Companies Act will be available from the company no later than two weeks prior to the Annual General Meeting. The documents will also be available on the company's website, investors.cdon.com/en.
Copies of the above documents are also sent to the shareholders who so request and provide their postal address. The documents will also be presented at the Annual General Meeting.
Information on all proposed members of the Board of Directors is available on the company's website, investors.cdon.com/en.
Processing of personal data
For information about how your personal data are processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
____________
Stockholm in April 2025
CDON AB
The Board of Directors
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 and Fyndiq
CDON AB (publ) ("CDON") was founded in 1999 and is now the leading marketplace in the Nordic region. Customers can choose to buy and compare prices for millions of products at CDON, by far the widest range of all Nordic e-retailers. Over 1,500 merchants use CDON's platform and technology to increase their sales. This gives CDON a wide range of products within, movie, music, computers, games, office supplies, books, toys, consumer electronics, household appliances, sport, outdoor, beauty care, fashion, shoes. CDON's shares are listed on Nasdaq First North Growth Market with the abbreviation CDON.
Fyndiq AB ("Fyndiq") is since April 2023 a wholly owned subsidiary of CDON. Fyndiq was launched in 2010 and is operating a marketplace which offers a wide range of bargain products from Swedish and international merchants. Fyndiq has built an effective technical platform that allows merchants to easily get access to a large customer group while Fyndiq takes care of marketing, customer support and payments. Fyndiq's main market is Sweden and it also operates sites in Finland, Norway and Denmark. Fyndiq is headquartered in Stockholm.
Datum | 2025-04-04, kl 16:45 |
Källa | beQuoted |
