Fortnox : Notice AGM 30 march 2023

Notice of Annual General Meeting in Fortnox AB (publ)

The shareholders in Fortnox AB (publ), reg. no. 556469-6291, are hereby invited to the Annual General Meeting ("AGM") to be held on Thursday 30 March 2023, at 2 p.m., at Fortnox AB, Bollgatan 3 B Växjö.

The Board of Directors has resolved that shareholders also shall have the right to exercise their voting rights by postal voting ahead of the AGM in accordance with Chapter 7, Section 4 a of the Swedish Companies Act (2005:551) and the company's Articles of Association. Shareholders may therefore choose to exercise their voting rights at the meeting by postal voting, in person or through proxy.

Participation through postal voting

Shareholders who wish to participate in the AGM through postal voting must

• both be registered as shareholders in the register of shareholders maintained by Euroclear Sweden AB as per Wednesday 22 March 2023,
• and notify their participation by submitting their postal vote in accordance with the instructions below, so that the postal vote is received by Euroclear Sweden AB no later than Friday 24 March 2023.

For postal voting, a special form must be used. The form is available on Fortnox's website, www.fortnox.se. The completed and signed form must be received by Euroclear Sweden AB no later than 24 March 2023. The completed and signed form must be sent to Fortnox AB (publ), "AGM", c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden.

The completed and signed form may also be sent by e-mail, if so it shall be sent to [e-mail] (state "Fortnox AB - Postal voting" in the subject line). Shareholders who are a natural person may also submit his/her postal vote electronically through verification by BankID at Euroclear Sweden AB's website, https://anmalan.vpc.se/EuroclearProxy/. Such electronical postal votes must be submitted not later than 24 March 2023.

Shareholders exercising their voting rights by postal voting and whose postal vote is received no later than 24 March 2023 as stated above do not need to register specifically for the meeting, the submitted voting form will be considered a notification to the AGM.

Those who wish to withdraw a submitted postal vote and instead exercise their voting rights by participating in the AGM in person or through a proxy must give notice thereof to the AGM's secretariat prior to the opening of the AGM.

Participation in person

Shareholders who wish to participate in the AGM in person must

• both be registered as shareholder in the register of shareholders maintained by Euroclear Sweden AB as per Wednesday 22 March 2023,
• and notify their participation no later than Friday 24 March 2023.

Notification of participation in the AGM shall be made to https://anmalan.vpc.se/EuroclearProxy/ or by e- mail to Fortnox AB (publ), "AGM", c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden. The notification must state the name, personal or organization number, address, and telephone number.

Participation by proxy

Shareholders who are represented by proxy must issue a written, signed and dated power of attorney. If the power of attorney is issued by a legal entity a certificate of registration for the legal entity (or

1 (10)

Fortnox AB (publ)

556469-6291

corresponding authorization documents for a foreign legal entity) must be attached to the power of attorney. If participation takes place with the support of a power of attorney, the form should be submitted attached to the notification of participation in the AGM. A proxy form for shareholders who wish to participate in the meeting by proxy will be available at the company's website, www.fortnox.se, and at the company's premises at Bollgatan 3 B, Växjö, Sweden.

Nominee-registered shares

To be entitled to participate in the meeting, a shareholder whose shares are nominee-registered must, in addition to providing notification of participation (or submitting their postal vote) re-register the shares in their own name so that the shareholder is registered in the register of shareholder as of the record date on Wednesday 22 March 2023. Such re-registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the respective nominee's routines, at such a time in advance as the nominee determines. Voting rights registration that have been requested by the shareholder at such time that the registration has been completed by the nominee no later than Friday 24 March 2023 will be considered when preparing the share register.

Proposed agenda

1. The chairman of the Board of Directors greets welcome and opens the meeting
2. Election of the chairman of the meeting
3. Compilation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to verify the minutes
6. Determination of whether the meeting has been duly convened
7. The CEO's presentation
8. Presentation of the annual report and the auditor's report as well as the consolidated financial statements and the auditor's report for the group
9. Resolutions on
10. 1. adoption of the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet,
    2. appropriation of the company's profit or loss according to the adopted balance sheet,
    3. discharge from liability for the members of the Board of Directors and the CEO
11. Determination of the number of members of the Board of Directors and auditors
12. Determination of the remuneration for the Board of Directors, remuneration for committee work and fees to the auditor
13. Election of members of the Board of Directors, Chairman of the Board of Directors and auditor
14. Resolution on guidelines for appointment of the Nomination Committee and instructions for the Nomination Committee and its work
15. Resolution on approval of the Remuneration Report
16. Resolution on long-term share savings program as well as acquisition and transfer of shares under the program
17. Resolution on authorization for the Board of Directors to resolve on new issues of shares
18. Closing of the meeting

Proposals for resolution

Item 2 - Election of the chairman of the meeting

The Nomination Committee for Fortnox AB (publ) has ahead of the AGM 2023 consisted of the Chairman of the Board of Directors, Olof Hallrup, Monica Åsmyr, appointed by Swedbank Robur Fonder AB, Mathias Svensson, appointed by First Kraft AB (also the chairman of the Nomination Committee) and Peter Nichols,

2 (10)

Fortnox AB (publ)

556469-6291

appointed by Vor Capital LLP. First Kraft AB, Swedbank Robur Fonder AB and Vor Capital LLP together represent approximately 30 percent of the total number of votes in Fortnox AB.

The Nomination Committee proposes that lawyer Maria Arnoldsson should be appointed chairman of the AGM.

Item 9b - Appropriation of the company's profit or loss according to the adopted balance sheet

The Board of Directors proposes a dividend to the shareholders of SEK 0.12 per share and that the record date for receipt of the dividend shall be 3 April 2023. If the AGM resolves in accordance with the proposal, the dividend is expected to be paid through Euroclear Sweden AB on 6 April 2023.

Item 10 - Resolution on the number of members of the Board of Directors and the number of auditors

The Nomination Committee proposes that the number of members of the Board of Directors elected by the general meeting shall be five (5), and that the number of auditors shall be one (1).

Item 11 - Determination of the remuneration for the Board of Directors, remuneration for committee work and fees to the auditor

The Nomination Committee proposes that the remuneration for the Board of Directors, for the period up to and including the AGM 2024, should be paid in an amount that, including remuneration for committee work and based on the Nomination Committee's proposal and proposed composition of the committees, amounts to a total of SEK 2,297,000, [which is an increase of SEK 97,000 compared to the previous year.] The remuneration is proposed to be allocated as follows:

Chairman of the Board of Directors SEK 720,000; each of the other members of the Board of Directors SEK 310,000; chairman of the Audit Committee SEK 129,000; member of the Audit Committee SEK 52,000; chairman of the Remuneration Committee SEK 52,000 and member of the Remuneration Committee SEK 26,000.

The Nomination Committee proposes that the auditor's fee shall be paid according to invoice.

Item 12 - Election of members of the Board of Directors, Chairman of the Board of Directors and auditor

The Nomination Committee proposes re-election of Anna Frick, Lena Glader, Magnus Gudéhn, Olof Hallrup and Per Bertland as members of the Board of Directors, for a period until the end of the next AGM. Furthermore, the Nomination Committee proposes re-election of Olof Hallrup as Chairman of the Board of Directors.

The Nomination Committee proposes, in accordance with the Audit Committee's recommendation, to reelect the auditing firm KPMG AB as the company's auditor, for a period until the end of the next AGM. KPMG AB intends to appoint the authorised public accountant Dan Beitner as auditor in charge.

Item 13 - Resolution on guidelines for appointment of the Nomination Committee and instructions for the Nomination Committee and its work

The Nomination Committee proposes that the AGM resolves that the company should have a Nomination Committee ahead of the AGM 2024, consisting of members appointed by each of the three largest shareholders in terms of votes, together with the Chairman of the Board of Directors. If any of the three shareholders refrains from appointing a member to the Nomination Committee, further shareholders shall be consulted, in order of size, until three members have been appointed. The names of the members of the Nomination Committee and the names of the shareholders who appointed each member shall be published no later than six months before the AGM and shall be based on shareholder statistics from Euroclear Sweden AB as of the last banking day in August 2023. The chairman of the Nomination Committee shall, unless the members agree otherwise, be the member appointed by the largest shareholder in terms of

3 (10)

Fortnox AB (publ)

556469-6291

votes. If a member no longer represents the current shareholder, or otherwise resign from the Nomination Committee before its work has been completed, the shareholder shall be given the opportunity to appoint a new member to the Nomination Committee. Shareholders who have appointed a member of the Nomination Committee have the right to dismiss such member and appoint a new member of the Nomination Committee. If a shareholder who appointed a member subsequently no longer is one of the three largest shareholders in terms of votes, the appointed member shall resign and a new member shall be appointed according to the procedure set out above. However, unless there are special reasons, no changes shall take place in the composition of the Nomination Committee if there is only a marginal change in the number of votes, or if the change occurs later than three months before the AGM. Changes in the composition of the Nomination Committee shall be made public as soon as they occur.

The Nomination Committee shall prepare and submit the general meeting proposals for the chairman of the meeting, members of the Board of Directors, the Chairman of the Board of Directors, remuneration for each of the members of the Board of Directors and the Chairman, as well as any remuneration for committee work, remuneration to the company's auditor and, if applicable, proposal for the election of auditor. Furthermore, the Nomination Committee shall prepare and submit the AGM proposal on the principles for the appointment of the Nomination Committee ahead of the 2025 AGM. The Nomination Committee shall be entitled to charge the company with costs for consultants or other costs required for the Nomination Committee to fulfil its mandate.

No remuneration shall be paid to the members of the Nomination Committee. The company shall pay the necessary expenses that the Nomination Committee may incur in the scope of its work. The Nomination Committee's mandate shall expire when a new Nomination Committee has been announced.

Item 14 - Resolution on approval of the Remuneration Report

The Board of Directors proposes that the AGM approves the Board of Directors' Remuneration Report for 2022 in accordance with Chapter 8, Section 53 a of the Swedish Companies Act. The Remuneration Report is available on the company's website, www.fortnox.se.

Item 15 - Resolution on long-term share savings program as well as acquisition and transfer of shares under the program

The Board of Directors of Fortnox AB (publ) ("Fortnox" or the "Company") proposes that the AGM resolves to implement a long-term share savings plan for current and future permanent employees ("Employees") within the Fortnox Group (Fortnox Employee Share Saving Program, "ESSP 2023").

1. Background and reasons

An Extraordinary General Meeting held on 21 October 2022 resolved, in accordance with the Board of Directors' proposal, to implement a long-term share savings program "ESSP 2022" to all Employees of the Group. The program was well received and more than 60 percent of the Employees chose to participate in the program. The Board of Directors has evaluated the participation in and the initial impact of the share savings program and proposes that the AGM resolves on a new share savings program with similar conditions.

The purpose of ESSP 2023 is to create shareholder value and strengthen the community of interest between the participants in the program and Fortnox's other shareholders. ESSP 2023, together with previous programs, is further 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 of Directors believes that ESSP 2023 will have a positive impact on the future development of the Fortnox Group and thus benefit both the shareholders and the Employees of Fortnox.

4 (10)

Fortnox AB (publ)

556469-6291

After evaluating the participation in and the effect of the share saving programs, the Board of Directors will consider whether to propose new share savings programs with similar terms and conditions. The Board of Directors also intends, if necessary, to return to subsequent annual general meetings with a proposal that the Board of Directors shall be authorised to resolve on further acquisitions of own shares for transfer to the participants in both ESSP 2022 and ESSP 2023 and any additional share savings programs and related acquisitions and transfers of shares for hedging social security contributions for such programs.

2. Preparation of the proposal

The Board of Directors' proposal to the AGM regarding ESSP 2023 has been prepared by the Remuneration Committee together with external advisors, in accordance with the Board of Directors' guidelines and following discussions with major shareholders. The Board of Directors has resolved, following the recommendation of the Remuneration Committee, to propose ESSP 2023 to the AGM for decision in accordance with the proposal below.

3. The Board of Directors' proposed resolution

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

1. 1. on a long-term share savings plan (ESSP 2023) 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 2023 and 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.
2. Resolution on long-term share savings plan (ESSP 2023)
3. 1. ESSP 2023 is addressed to Employees of the Fortnox Group, which is estimated to consist of approximately 764 employees.
   2. ESSP 2023 offers Employees the opportunity, subject to their own investment in Fortnox shares ("Savings Shares") during a period of twelve (12) months (the "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 each Savings Share, Employees participating in ESSP 2023 will have the opportunity, after a three-year holding period from the time the Savings Shares are acquired on behalf of the participants (the "Holding Period"), to receive an allocation of one share in Fortnox (the "Matching Share").
   3. The maximum amount that each Employee participating in ESSP 2023 may invest on a monthly basis, normally through monthly savings, has been differentiated according to position, responsibility and work performance within the group and the participants have thus been divided into five different categories:
      Category A - Employees
      Category B - Managers and key employees Category C - Members of group management

5 (10)

Fortnox AB (publ)

556469-6291