Fortnox : Notice to attend Extraordinary General Meeting of Shareholders in Fortnox AB (publ)

Notice to attend Extraordinary General Meeting of Shareholders in Fortnox AB (publ)

The shareholders in Fortnox AB (publ), reg. no. 556469-6291 ("Fortnox" or the "Company"), are hereby given notice to attend the Extraordinary General Meeting Friday, 21 October 2022.

The Board of Directors resolved that the Extraordinary General Meeting shall be held without the physical presence of shareholders, proxies or third parties, and that shareholders may only be able to exercise their voting rights by mail in accordance with the manner prescribed below. Information on the resolutions passed at the Extraordinary General Meeting will be published on 21 October 2022, when the outcome of the postal voting has been confirmed.

Shareholders who wish to participate in the Extraordinary General Meeting through postal voting must

• both be recorded in the shareholders' register maintained by Euroclear Sweden AB on the record date of Thursday 13 October 2022, and
• not later than Thursday 20 October 2022, have notified their participation by way of casting their postal votes in accordance with the instructions under the heading "Postal voting" below so that the postal vote is received by Euroclear Sweden AB no later than that day.

To be entitled to participate in the meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to providing notification of their participation to the Extraordinary General Meeting by postal vote, register the shares in their own name so that the shareholder is registered in the shareholders' register on the record date Thursday 13 October 2022. This registration may be temporary (known as "voting rights registration") and is carried out through the nominee according to their procedures at a time predetermined by the nominee. Voting rights registration that has been completed by the nominee not later than Monday 17 October 2022, will be recognized in the shareholders' register.

Postal voting

The shareholders at the Extraordinary General Meeting shall only be able to exercise their voting rights by post and e-mail in advance, in accordance with Section 22 of the Swedish Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.

For postal voting, a special form must be used. The form is available on Fortnox's website, www.fortnox.se. The form for postal voting constitutes the valid form of notification to participate at the Extraordinary General Meeting. The completed and signed form for postal voting must be received by Euroclear Sweden AB not later than Thursday 20 October 2022. The completed and signed form for postal voting shall be sent by post to Fortnox AB (publ), "Extraordinary General Meeting", c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm.

The completed and signed form for postal voting may also be sent by e-mail, if so it shall be sent to [e-mail](state "Fortnox AB - Poströstning" in the subject line). Shareholders who are physical persons may also submit their postal vote electronically through verification by BankID at Euroclear Sweden AB's website https://anmalan.vpc.se/EuroclearProxy/. Such electronically registered votes must be submitted not later than Thursday 20 October 2022.

The shareholder may not provide the postal vote with specific instructions or conditions. If this is done, the vote (i.e. the postal vote as a whole) is invalid. Further instructions and conditions are set out in the postal voting form.

Power of attorney & authorization documents

If the shareholder exercises their voting rights by proxy, a written and dated power of attorney signed by the shareholder shall be attached to the form. A power of attorney form is available at Fortnox website, www.fortnox.se. The power of attorney is valid one year from the date of execution, or any longer time of validity stated in the power of attorney, but no longer than five years. If the shareholder is a legal entity, a copy of the entity's certificate of registration or other such document of authorization must be attached the postal voting form.

Proposed agenda

1. Election of the chairman of the meeting.
2. Election of one or two persons to approve the minutes.
3. Compilation and approval of Electoral Register.
4. Approval of the agenda.
5. Determination of whether the Meeting has been duly convened.
6. Resolution regarding long-term share savings program as well as authorization on acquisition and transfer of shares under the program.
7. Closing of the Meeting.

Proposals for resolution

Item 1 - Election of the chairman of the meeting

Lawyer Maria Arnoldsson from Cirio Advokatbyrå AB or in the event that she is unable to participate, an individual appointed by the Board is proposed as Chairman of the meeting.

Item 2 - Election of one or two persons to approve the minutes

The Board proposes that Jens Collskog, or in his absence, the person designated by the Board, to approve the minutes. The duties shall also include verifying the electoral register and that the postal votes received are correctly reflected in the minutes of the meeting.

Item 3 - Compilation and approval of Electoral Register

The electoral register that is proposed for resolution is the electoral register that will be prepared by Euroclear Sweden AB, based on the shareholders' register and the postal votes received, verified and approved by the person approving the minutes.

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Item 6 - Resolution regarding long-term share savings program as well as authorization on acquisition and transfer of shares under the program

1. Background and motivation

The Board of Directors of Fortnox proposes that the Extraordinary General Meeting resolves to implement a long-term share ownership program for current and future permanent employees ("Employees") within the Fortnox Group (Fortnox Employee Share Savings Plan, "ESSP 2022").

The purpose of ESSP 2022 is to create shareholder value and strengthen the community of interest between the participants in ESSP 2022 and Fortnox's other shareholders. ESSP 2022 is also expected to increase Fortnox's ability to retain and recruit qualified personnel to the Fortnox Group, as well as Employees' interest and commitment to Fortnox's operations and development. Against this background, the Board believes that ESSP 2022 will have a positive impact on the future development of the Fortnox Group and thus benefit both the shareholders and the Employees of Fortnox.

The Board will, after evaluating the participation in, and the initial effects of, the share savings program, decide whether new share savings programs with similar conditions should be proposed. The Board also intends, if necessary, to come back at subsequent Annual General Meetings with a proposal that the Board be authorized to decide on further acquisitions of own shares for transfer to the participants in ESSP 2022 or any additional share savings programs or transfers to secure any related social security contributions.

1. Preparation of the proposal
   The Board's proposal to the Extraordinary General Meeting regarding ESSP 2022 has been prepared by the Remuneration Committee together with external advisors in accordance with the guidelines of the Board and after discussions with major shareholders. The Board of Directors, following the recommendation of the Remuneration Committee, has decided to propose ESSP 2022 to the Extraordinary General Meeting for decision in accordance with the proposal below.
2. ESSP 2022 overview

ESSP 2022 is proposed to address current and future permanent Employees within the Fortnox Group. Subject to their own investment in Fortnox shares ("Savings Shares"), during a period of eight (8) months ("Savings Period"), normally through monthly savings, Employees will be offered the opportunity to receive, free of charge, an allocation of Fortnox shares after a three-year holding period from the time Savings Shares are acquired on behalf of the participants ("Holding Period"). The maximum savings amount will depend on the Employee's role within the Fortnox Group. Employees may receive an allocation of shares conditional upon continued employment and maintenance of their own initial investment in Savings Shares ("Matching Shares"). Matching Shares may not, however, be allocated during any such period when trading in the Company's shares is forbidden in accordance with Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (the

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"Market abuse regulation") or any other equivalent legislation which applies at any given time.

An Employee's investment will be used to quarterly, during the Savings Period, acquire as many whole Savings Shares as can be acquired with the Employee's accumulated investment at that time.

ESSP 2022 shall in total comprise no more than 318,562 shares in Fortnox, corresponding to approximately 0.05 percent of all issued shares in Fortnox.

4. Transfer of shares under ESSP 2022

In order to implement ESSP 2022 in a cost-effective and flexible manner, the Board has considered various methods for transferring shares under ESSP 2022. The Board has concluded that the most cost-effective option is, and therefore proposes that the Extraordinary General Meeting resolves as the main option, to authorize the Board to resolve on the acquisition of own shares in Fortnox on Nasdaq Stockholm, which may later be transferred to participants in ESSP 2022. The detailed terms of the Board's main alternative are set out in sections B.-D. below.

In the event that the required majority according to sections B.-D. below cannot be reached, the Board proposes that Fortnox may enter into share swap agreements with third parties in accordance with section E. below.

5. The Board's proposed resolution

Therefore, in order to maintain maximum flexibility, the Board of Directors proposes, in accordance with the recommendation of the Remuneration Committee, that the Extraordinary General Meeting resolves:

1. on a long-term share savings plan (ESSP 2022) in accordance with the conditions set out in section A below;
2. to authorize the Board of Directors to resolve on the acquisition of own shares in Fortnox on Nasdaq Stockholm and that acquired own shares may be i) transferred free of charge to participants in ESSP 2022, and ii) transferred to secure thereto connected costs for social security contributions in accordance with the conditions set out in sections B.-D. below; and
3. in the event that the required majority according to sections B.-D. below cannot be reached that Fortnox may enter into share swap agreements with third parties in accordance with the conditions in section E. below.

1. Decision on long-term share savings plan (ESSP 2022)
2. 1. ESSP 2022 is addressed to Employees of the Fortnox Group, which currently consists of approximately 720 employees.
   2. ESSP 2022 means that Employees are offered the opportunity, subject to their own investment in Fortnox shares (Savings Shares) during a Savings Period, to receive from Fortnox or from another company within the Fortnox Group, or from a designated third party, an allotment of Fortnox shares free of charge. For every Savings Share, Employees participating in ESSP 2022 will have the

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opportunity, after the Holding Period to receive an allocation of one Fortnox share (Matching Share).

1. The maximum amount that each Employee participating in ESSP 2022 may invest in, normally through monthly savings, have been differentiated with reference to position, responsibility and working performance in the group and the participants have for this reason been divided into five different categories: Category A - Employees
   Category B - Managers and key employees Category C - Members of group management Category D - Deputy CEO
   Category E - CEO
2. The maximum amount that each category above can invest per month during the Savings Period as well as the maximum number of participants in each category is set out in the table below.

	Maximum monthly investment
	amount during Savings Period (SEK)
Category A - not more than 610	1,500
persons
Category B - not more than 100	4,000
persons
Category C - not more than 8	15,000
persons
Category D - not more than 1 person	30,000
Category D - not more than 1 person	50,000

1. Employees may only participate in the ESSP 2022 if they invest for a minimum of SEK 500 monthly during the Savings Period.
2. An Employee's investment will be used to quarterly, during the Savings Period, acquire as many whole Savings Shares as can be acquired with the Employee's accumulated investment at that time.
3. Acquisitions of Savings Shares on behalf of the Employee will be made on Nasdaq Stockholm and be transferred to the Employee's custody account.
4. It is a condition for the Employee to be able to receive Matching Shares that he or she, with certain specific exceptions, is an Employee of the Fortnox Group during the entire Holding Period and that the Employee, during this Holding Period, has retained Savings Shares acquired under the ESSP 2022. Savings Shares that have been disposed of before the end of a Holding Period shall therefore not be taken into account when determining any allocation of Matching Shares.
5. Matching Shares will be allocated, after the Holding Period which is three years from the time of acquisition of the Savings Shares.

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