Fortnox

Fortnox acting CEO and CFO Roger Hartelius presented both revenue and operating profit for the company during the past year.

The AGM resolved, in accordance with the Board of Directors’ proposal, on a dividend of SEK 0.25 per share and that the record date for receipt of the dividend shall be 14 April 2025.

The AGM discharged all members of the Board of Directors and the CEO from liability for the financial year 2024. The AGM resolved on re-election of Anna Frick, Cecilia Ardström, Lena Glader, Magnus Gudéhn, Olof Hallrup and Per Bertland as members of the Board of Directors. Olof Hallrup was re-elected as chairman of the Board of Directors.

The auditing company KPMG AB was re-elected as auditor. The auditor in charge will continue to be the authorised auditor Dan Beitner.

The remuneration to the Board of Directors and the fees to the Audit Committee and the Remuneration Committee were resolved in accordance with the Nomination Committee’s proposal. The Nomination Committee will also ahead of the AGM 2026 continue to consist of representatives appointed by the tree largest shareholders in number of votes as of the last banking day in August 2025.

Guidelines for remuneration to senior executives
The AGM resolved, in accordance with the Board of Directors’ proposal, on guidelines for remuneration to senior executives.

Remuneration Report
The AGM resolved, in accordance with the Board of Directors’ proposal, to approve the Remuneration Report for 2024.

Long-term share savings program, as well as acquisition and transfer of shares under the program
The AGM resolved, in accordance with the Board of Directors’ proposal, to implement a long-term share saving program (ESSP 2025) for current and future permanent employees within the Fortnox Group, except for the Group Management. Participation in ESSP 2025 requires that the participant contributes with its own investment through an acquisition of shares in Fortnox (so-called saving shares) during a period of twelve (12) months. For each saving share, the participant will have the opportunity to, after a three-year lock-in period, free of charge and provided continued employment and retention of the own initial investment in saving shares, receive an allocation of one share in Fortnox.

The AGM therefore resolved, in accordance with the Board of Directors’ proposal, to authorise the Board of Directors, during the period up to the AGM 2026, on one or more occasions, acquire a maximum of 585,589 shares in the company to ensure delivery of shares to the participants in ESSP 2025 and ESSP 2024 (a corresponding share saving program that was resolved by the annual general meeting 2024) and to secure costs and social security contributions attributable to the share saving programs. Acquisition must take place on Nasdaq Stockholm at a price within the price range applicable from time to time.

The AGM further resolved, in accordance with the Board of Directors’ proposal, that the company, with deviation from the shareholders’ preferential rights, free of charge, may transfer a maximum of 369,494 of the shares acquired by the company to participants in ESSP 2025.

The AGM finally authorised the Board of Directors to, during the period up to the AGM 2026, on one or more occasions, transfer a maximum of 253,522 shares i) on Nasdaq Stockholm to a price within the price range applicable from time to time, or ii) to a bank or other financial institution, with a deviation from the shareholders’ preferential right, at a price corresponding to the stock exchange price at the time of the transfer of the shares transferred, with such fair market deviation that the Board of Directors deems appropriate. The purpose of the autorisation is to enable the transfer of own shares to secure costs, including social security contributions attributable to ESSP 2025 and previous share saving programs.

Long-term performance-based share savings program, as well as acquisition and transfer of shares under the program
The AGM resolved, in accordance with the Board of Directors’ proposal, to implement a long-term performance-based share saving program (Performance ESSP 2025) for the Group Management, employees directly reporting to the Group Management, and key employees. Participation in Performance ESSP 2025 requires that the participant contributes with its own investment through an acquisition of shares in Fortnox (so-called saving shares). For each saving share, the participant will have the opportunity to, after a three-year lock-in period, free of charge and provided continued employment, retention of the own initial investment in saving shares and the achievement of certain pre-established financial performance targets, receive an allocation of three to four shares in Fortnox.

The AGM therefore resolved, in accordance with the Board of Directors’ proposal, to authorise the Board of Directors, during the period up to the AGM 2026, on one or more occasions, acquire a maximum of 613,634 shares in the company to ensure delivery of shares to the participants in Performance ESSP 2025 and to secure costs and social security contributions attributable to the share saving program. Acquisition must take place on Nasdaq Stockholm at a price within the price range applicable from time to time.

The AGM further resolved, in accordance with the Board of Directors’ proposal, that the company, with deviation from the shareholders’ preferential rights, free of charge, may transfer a maximum of 466,926 of the shares acquired by the company to participants in Performance ESSP 2025.

The AGM finally authorised the Board of Directors to, during the period up to the AGM 2026, on one or more occasions, transfer a maximum of 146,708 shares i) on Nasdaq Stockholm to a price within the price range applicable from time to time, or ii) to a bank or other financial institution, with a deviation from the shareholders’ preferential right, at a price corresponding to the stock exchange price at the time of the transfer of the shares transferred, with such fair market deviation that the Board of Directors deems appropriate. The purpose of the autorisation is to enable the transfer of own shares to secure costs, including social security contributions attributable to Performance ESSP 2025.

Authorisation to resolve on repurchase of the company's own shares
The AGM resolved, in accordance with the Board of Directors’ proposal, to authorise the Board of Directors to resolve on the repurchase of the company's own shares on Nasdaq Stockholm, with the purpose of providing the Board of Directors with the option to begin adapting the company's capital structure and thereby contribute to increased shareholder value.

Authorisation to resolve on new issues of shares
The AGM resolved, in accordance with the Board of Directors’ proposal, to authorise the Board of Directors to resolve on new issues of shares. The Board of Directors have the right to make resolutions to such an extent that the company’s share capital can be increased by an amount corresponding to a total of no more than 10 percent of the registered share capital at the time of the meeting. The purpose of the authorisation and the reasons for any deviation from the shareholders' preferential rights is to enable issues to be made for the purpose of implementing or financing an acquisition of all or parts of companies or operations.

Complete proposals and minutes
The AGM approved all of the Board of Directors’ and the Nomination Committee’s proposals to the AGM. Complete proposals regarding the AGM’s resolutions are available at the company’s website and the resolutions will be stated in the minutes from the AGM, which will be made available on the company’s website within two weeks.

This press release was submitted, through the agency of the person below, for publication on 10 April 2025 at [4.30] CEST.

For further information, please contact:
Roger Hartelius, acting CEO and CFO
Phone: + 46 70 – 301 70 08
E-mail: roger.hartelius@fortnox.se

About Fortnox

Fortnox AB (publ) is a business platform that connects people, businesses and organizations. We help businesses start, grow and develop. With smart technical products, solutions and services, and the ability to connect them with hundreds of external parties, we are a hub for businesses in Sweden. Our vision is to create a prosperous society shaped by thriving businesses.

Established in 2001, Fortnox is headquartered in Växjö with offices in Malmö, Linköping and Stockholm. Fortnox AB is listed on Nasdaq Stockholm’s main market.

For further information, visit www.fortnoxgroup.com.