Pre-Annual General Meeting Information • Mar 12, 2025
Pre-Annual General Meeting Information
Open in ViewerOpens in native device viewer
The shareholders in Fortnox AB (publ), reg. no. 556469–6291 ("Fortnox" or "the Company"), are hereby invited to the Annual General Meeting ("AGM") to be held on Thursday 10 April 2025, 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.
Shareholders who wish to participate in the AGM through postal voting must
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 4 April 2025. 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 [email protected] (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 postal vote must be submitted not later than 4 April 2025.
Shareholders exercising their voting rights by postal voting and whose postal vote is received no later than 4 April 2025 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.
Shareholders who wish to participate in the AGM in person must
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 organisation number, address, and telephone number.
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 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.
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 shareholders as of the record date on Wednesday 2 April 2025. 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 has been requested by the shareholder at such time that the registration has been completed by the nominee no later than Friday 4 April 2025 will be considered when preparing the share register.
The Nomination Committee for Fortnox AB (publ) has ahead of the AGM 2025 consisted of the Chair of the Board of Directors, Olof Hallrup, Monica Åsmyr, appointed by Swedbank Robur Fonder AB, Mathias Svensson, appointed by First Kraft AB (also the Chair of the Nomination Committee) and Tomas Flodén, appointed by AMF Fonder & Pension. First Kraft AB, Swedbank Robur Fonder AB and AMF Fonder & Pension 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 Chair of the AGM.
The Board of Directors proposes a dividend to the shareholders of SEK 0.25 per share and that the record date for receipt of the dividend shall be 14 April 2025. If the AGM resolves in accordance with the proposal, the dividend is expected to be paid through Euroclear Sweden AB on 17 April 2025.
The Nomination Committee proposes that the number of members of the Board of Directors elected by the general meeting shall be six (6), and that the number of auditors shall be one (1).
The Nomination Committee proposes that the remuneration for the Board of Directors, for the period up to and including the AGM 2026, 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 2 869 000, which is an increase of about 5 percent compared to the previous year. The remuneration is proposed to be allocated as follows:
Chair of the Board of Directors SEK 785 000; each of the other members of the Board of Directors SEK 340 000; Chair of the Audit Committee SEK 150 000; member of the Audit Committee SEK 59 000; Chair of the Remuneration Committee SEK 59 000 and member of the Remuneration Committee SEK 29 000.
The Nomination Committee proposes that the auditor's fee shall be paid according to invoice.
The Nomination Committee proposes re-election of Anna Frick, Cecilia Ardström, 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 Chair of the Board of Directors.
The Nomination Committee proposes, in accordance with the Audit Committee's recommendation, to re-elect 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.
The Nomination Committee proposes that the AGM resolves that the Company should have a Nomination Committee ahead of the AGM 2026, consisting of members appointed by each of the three largest shareholders in terms of votes, together with the Chair 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 2025. The Chair of the Nomination Committee shall, unless the members agree otherwise, be the member appointed by the largest shareholder in terms of votes. If a member no longer represents the current shareholder, or otherwise resigns 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 Chair of the meeting, members of the Board of Directors, the Chair of the Board of Directors, remuneration for each of the members of the Board of Directors and the Chair, 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 2027 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.
The Board of Directors proposes that the AGM resolve on guidelines for remuneration to senior executives as follows:
These guidelines encompass those individuals who, for the duration of their validity, form part of the Company's executive management team, hereinafter referred to as "Senior Executives". The guidelines shall apply to remuneration agreed upon, and to modifications made to existing remuneration agreements, after their adoption by the AGM 2025.
With respect to employment relationships governed by laws other than those of Sweden, remuneration may be duly adjusted to comply with mandatory regulations or established local practice, whilst ensuring that the overarching purpose of these guidelines is achieved as far as possible.
These guidelines do not cover remuneration determined by the AGM.
Successful implementation of the Company's business strategy and the safeguarding of its long-term interests, including its sustainability, necessitate the ability to recruit and retain competent and qualified employees. This requires the Company to oer market-based and competitive remuneration in each market in which it operates. Individual remuneration levels are based on experience, competence, responsibility and performance.
These guidelines enable the Company to oer Senior Executives a competitive total remuneration package.
For information on the Company's business model and strategy, please refer to www.fortnox.se.
The Company has established long-term, share-related incentive programmes. These have been resolved upon by the General Meeting and, accordingly, fall outside the scope of these guidelines. The programmes include Senior Executives and other key personnel within the Company. The programmes require personal investment and a holding period of several years. In light of the terms of these programmes, and other relevant circumstances, the Board of Directors considers that the programmes contribute to the Company's long-term value creation. For further information on these programmes, please refer to www.fortnox.se.
Variable remuneration covered by these guidelines shall be aimed at promoting the Company's business strategy and long-term interests, including its sustainability.
Total remuneration shall be market-based and competitive. Remuneration may consist of the following components: fixed cash salary, variable remuneration, pension benefits and other benefits. The General Meeting may, in addition – and independently of these guidelines – resolve on, for example, share-based or share-price-related remuneration.
The fixed cash salary, or base salary, shall be based on the individual executive's area of responsibility, authority, competence, experience and performance.
To ensure that executives receive a market-based total remuneration package, they should, in addition to their fixed cash salary, also be eligible for variable remuneration.
Variable remuneration shall be linked to predetermined and measurable criteria, which may be financial or non-financial. Financial criteria may, for example, be based on the Fortnox Group's
operating profit (EBIT) and growth. The purpose of these criteria shall be to promote long-term value creation.
Fulfilment of the criteria for payment of variable remuneration shall be measurable over either twelve months, in which case the outcome of financial criteria is based on the income statement and balance sheet adopted by the AGM, or quarterly, in which case the outcome of financial criteria is based on the published interim report, or a combination of both measurement periods. Once the measurement period for fulfilment of criteria for payment of variable remuneration has ended, an assessment shall be made to determine the extent to which the criteria have been fulfilled. The Remuneration Committee is responsible for this assessment.
Variable remuneration may amount to a maximum of 100 per cent of the fixed cash salary. Variable remuneration shall not be pensionable or qualify for holiday pay unless otherwise stipulated by mandatory collective bargaining provisions.
Additional cash variable remuneration may be payable in extraordinary circumstances, provided that such extraordinary arrangements are made only at the individual level, either to recruit or retain Senior Executives, or as compensation for extraordinary work eorts beyond the person's ordinary duties. Such remuneration may not exceed an amount equivalent to 10 per cent of the fixed cash salary and may not be paid more than once per year and per individual. Decisions on such remuneration shall be made by the Board of Directors on the recommendation of the Remuneration Committee.
The Board of Directors has the right to reclaim variable remuneration that has been paid on the basis of information that has subsequently proven to be incorrect and provided with misleading intent.
Pension benefits, including health insurance, shall be premium-defined unless the executive is covered by benefit-defined pension under mandatory collective bargaining provisions. Variable remuneration shall not be pensionable unless otherwise stipulated by mandatory collective bargaining provisions applicable to the executive. Pension premiums for premium-defined pension shall amount to a maximum of 30 per cent of the fixed annual cash salary.
Other benefits may include, inter alia, a company car, supplementary health insurance, and occupational health services. The aggregate value of these benefits shall not exceed 10 per cent of the fixed annual cash salary.
Upon termination of employment, the notice period may not exceed twelve months. Fixed cash salary during the notice period and severance pay may not, in aggregate, exceed an amount corresponding to the fixed cash salary for two years for the Chief Executive Ocer and twelve months for other Senior Executives. In the event of termination by the executive, the notice period may not exceed six months, without entitlement to severance pay.
In addition, compensation for any undertaking regarding a restriction on competition may be payable. Such compensation shall compensate for any loss of income and shall only be paid to the extent that the former executive is not entitled to severance pay. Such compensation shall be aimed at compensating the executive for the dierence between the monthly base salary at the time of termination and the (lower) monthly income received, or which could reasonably be received, through a new employment contract, consultancy agreement, or self-employment.
The compensation shall be paid for the duration of the undertaking regarding a restriction on competition, which shall be no more than twelve months following termination of employment.
In preparing the Board of Directors' proposal for these remuneration guidelines, the salary and employment conditions of the Company's employees have been taken into account by including information on employees' total remuneration, the components of that remuneration, and the increase and rate of increase in remuneration over time, as part of the Remuneration Committee's and the Board of Directors' decision-making basis when evaluating the reasonableness of the guidelines and the limitations that follow from them.
To the extent that Board members elected by the general meeting perform work that goes beyond the scope of Board work, they shall be entitled to remuneration for such work. The remuneration shall be market-based, and decisions regarding such remuneration shall be made by the Board of Directors on the recommendation of the Remuneration Committee.
The Board of Directors has established a Remuneration Committee. The Committee's responsibilities include preparing the Board's decisions on proposed guidelines for remuneration to senior executives. The Board shall prepare a proposal for new guidelines at least every four years and submit it for resolution at a general meeting. The guidelines shall be in force until new guidelines are adopted by a general meeting. The Remuneration Committee shall also monitor and evaluate programmes for variable remuneration for the executive management, the application of the guidelines for remuneration to senior executives, and the current remuneration structures and compensation levels in the Company. The members of the Remuneration Committee are independent of the Company and its executive management. The Chief Executive Ocer and other members of the executive management do not participate in the Board's processing of and resolutions regarding remuneration-related matters in so far as they are aected by such matters.
The Board of Directors may decide to temporarily deviate from the guidelines, in whole or in part, if in a specific case there are special reasons for this and a deviation is necessary to serve the Company's long-term interests, including its sustainability, or to ensure the Company's financial viability. As stated above, the Remuneration Committee's tasks include preparing the Board's resolutions in remuneration-related matters, which includes any resolutions to deviate from the guidelines.
The Board has not received any views from shareholders on the existing guidelines for remuneration to senior executives. The Board's proposal for guidelines for remuneration to senior executives corresponds in all material respects to the existing guidelines. The proposed changes are a consequence of the review of the senior management's total compensation where part of the short-term variable remuneration has been replaced by an oer to participate in a long-term performance-based share-based incentive program resolved by the General Meeting and that the relative share of the variable remuneration to the fixed cash salary shall be the same for all senior executives. In addition, it is proposed that the pension guidelines shall be the same for all senior executives.
The Board of Directors proposes that the AGM approves the Board of Directors' Remuneration Report for 2024 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.
The Board of Directors proposes that the AGM resolves to implement a long-term share savings plan for current and future permanent employees, except for Group Management ("Employees") within the Fortnox Group (Fortnox Employee Share Saving Program, "ESSP 2025"). The Board of Directors proposes that the AGM, in accordance with a separate resolution item, resolves to introduce a performance-based share savings programme (Fortnox Performance ESSP 2025) for the Group Management, employees directly reporting to the Group Management, and key employees.
An Extraordinary General Meeting held on 21 October 2022 resolved, in accordance with the Board of Director's proposal, to implement a long-term share savings programme "ESSP 2022" for all Employees of the Group. Equivalent share savings programmes were approved at the AGMs in 2023 and 2024. The share savings programmes have been positively received by the employees. The Board of Directors has evaluated the participation in and the initial eects of the share savings programmes and proposes that the AGM resolves on a new share savings programme with similar conditions for all Employees.
The purpose of ESSP 2025 is to create shareholder value and strengthen the community of interest between the programme participants and Fortnox's other shareholders. ESSP 2025, together with previous programmes, is further expected to increase Fortnox's ability to retain and recruit qualified personnel to the Fortnox Group, as well as the Employees' interest and commitment to Fortnox's operations and development. Against this background, the Board of Directors makes the assessment that ESSP 2025 will have a positive impact on the future development of the Fortnox Group and thereby benefit both the shareholders and the Employees of Fortnox.
After evaluating the participation in and the eect 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 proposals that the Board of Directors shall be authorised to resolve on further acquisitions of own shares for transfer to the participants in both ESSP 2024 and ESSP 2025 and any additional share savings programs and related acquisitions and transfers of shares for hedging social security contributions for such programs.
The Board of Directors' proposal to the AGM regarding ESSP 2025 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 2025 to the AGM for decision in accordance with the proposal below.
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:
Category A - Other employees
Category B - Managers and key employees
Category C - Manager directly reporting to the Group Management and key employees
d) The maximum amount that each category above may invest during the Savings Period, as well as the maximum number of participants in each category, is shown in the table below.
| Maximum monthly investment during the Savings Period (SEK) |
|
|---|---|
| Category A - not more than 822 persons |
2 000 |
| Category B - not more than 90 persons |
5 000 |
| Category C - not more than 40 persons |
7 000 |
e) Employees within Category C may only participate in one of the share savings programmes, either ESSP 2025 or Performance ESSP 2025.
In order to i) secure the delivery of shares to participants in ESSP 2025 and ESSP 2024, and ii) secure thereto connected costs for social security contributions, as set out in sections C.-D.
below, the Board of Directors proposes that the AGM resolves to authorise the Board of Directors to resolve to acquire shares in Fortnox on the following terms.
The Board of Directors proposes that the AGM resolves that transfers of acquired own shares in Fortnox may take place on the following conditions.
A maximum of 369 494 shares acquired in accordance with section B. above may be transferred. Together with the number of shares that may be transferred under section D. below, a maximum of 485 589 shares may be transferred in total under ESSP 2025.
In order to enable the transfer of own shares to hedge costs, including social security contributions related to ESSP 2025, ESSP 2024, 2023 and ESSP 2022 the Board of Directors proposes that the AGM resolves to authorise the Board of Directors to transfer own shares in Fortnox on the following terms and conditions.
In the event that the required majority for sections B.-D. above is not reached, the Board of Directors proposes that the AGM resolves that the financial exposure relating to ESSP 2025, ESSP 2024, ESSP 2023 and ESSP 2022 may be hedged by Fortnox entering into an equity swap agreement with a third party on market terms, whereby the third party may in its own name acquire and transfer shares in Fortnox in its own name to Employees participating in ESSP 2025, ESSP 2024, ESSP 2023 and ESSP 2022.
ESSP 2025 is expected to comprise a maximum of 485 589 shares, which corresponds to approximately 0.08 per cent of the total number of outstanding shares in Fortnox. Granted but not yet exercised assignable rights to shares under previous long-term incentive and share savings programs amount to approximately 0.05 per cent of the total number of outstanding shares in Fortnox. The impact of the Company's incentive and share savings programs on key performance indicators is only marginal.
ESSP 2025 will result in the value of the Matching Shares being reported as personnel costs in the income statement during the Holding Period in accordance with IFRS 2 Share-related compensation. Social security contributions will be expensed in the income statement in accordance with UFR 7 during the Holding Period. The amount of these costs will be calculated based on the Company's share price development during the Savings- and Holding Periods and the allocation of Matching Shares. Based on the assumption that (i) the share price at the time of acquisition is SEK 77 (share price 31 on January 2025), (ii) that a maximum allocation of Matching Shares takes place, (iii) employee turnover is zero per cent per year and, (iv) that all participants make an investment up to the maximum amount and retain their entire holding for the duration of the program, the total cost is estimated to amount to approximately SEK 28,5 million excluding social security contributions. The net cost of outgoing social security
contributions, assuming (i) a share price of SEK 77 at the time of purchase of shares for the hedging arrangement described in D. above, and (ii) an unchanged share price during the duration of the program, is estimated to amount to a maximum of approximately SEK 9 million.
The costs should be viewed in relation to the Company's total costs for wages and benefits, which for the last twelve-month period ending 31 December 2024, amounted to SEK 709 million including social security contributions. Administrative costs for ESSP 2025 (including Performance ESSP 2025) have been estimated at a maximum of SEK 1.5 million. Based on the above assumptions, the costs for ESSP 2025, including social security contributions, amount to approximately 5.5 per cent of the Company's total costs for and benefits costs for the most last twelve-month period. The maximum of 116 095 shares can primarily be transferred on Nasdaq Stockholm to cover social security contributions has no dilutive eect on earnings per share, as these are transferred at the prevailing market price.
The resolution of the AGM on ESSP 2025 under section A. above is conditional on the AGM either deciding in accordance with the Board of Directors' proposal under sections B.-D. above or in accordance with the Board of Directors' proposal under section E. above.
The resolution of the AGM in accordance with the proposal of the Board of Directors as set out section A. above requires a majority of more than half of the votes cast at the AGM. The resolution of the meeting in accordance with the Board of Directors' proposal under sections B.-D. above requires the support of shareholders holding at least nine tenths of both the votes cast and the shares represented at the AGM. For a valid resolution in accordance with the proposal of the Board of Directors under section E. above, a majority of more than half of the votes cast at the meeting is required.
Transfers of shares in Fortnox are a step towards achieving the proposed ESSP 2025. Therefore, and in the light of the above, the Board of Directors considers it to be beneficial for Fortnox and the shareholders that the participants in ESSP 2025 are oered the opportunity to become shareholders in Fortnox.
The Board of Directors of Fortnox AB (publ) ("Fortnox" or the "Company") proposes that the AGM resolves to introduce a long-term performance-based share savings programme for current and future permanent employees within the Group Management, as well as for managers reporting to members of the Group Management and key employees ("Senior Employees") within the Fortnox Group (Fortnox Performance Employee Share Savings Plan, "Performance ESSP 2025").
Since 2022, Fortnox has implemented a long-term share savings programme for all employees within the Group. Equivalent share savings programmes have been approved at the AGMs in 2023 and 2024, and are also proposed for the AGM in 2025. The Board of Directors has evaluated a new performance-based share savings programme aimed at Senior Employees, which, for Group Management, the Deputy CEO and the CEO, replaces the ordinary proposed share savings programme ESSP 2025, and for others within the category of Senior Employees, is an optional alternative to the proposed ESSP 2025. The Board of Directors proposes that the
AGM 2025 resolves on a new performance-based share savings programme for Senior Employees.
The purpose of Performance ESSP 2025 is to create shareholder value and strengthen the community of interest between the participants in the programme and Fortnox's other shareholders. Performance ESSP 2025 is also assessed to increase both Fortnox's ability to retain and recruit qualified personnel to the Fortnox Group, and the Senior Employees' interest and engagement in Fortnox's operations and development. Against this background, the Board makes the assessment that Performance ESSP 2025 will have a positive impact on the future development of the Fortnox Group and thereby benefit both the shareholders and the Senior Employees of Fortnox.
The Board of Directors will, after evaluating participation in and the eects of Performance ESSP 2025, decide whether new performance-based share savings programmes with similar terms should be proposed. The Board of Directors also intends, if necessary, to return at subsequent annual general meetings with proposals that the Board of Directors be authorised to decide on additional acquisitions of own shares for transfer to participants in Performance ESSP 2025 and any additional share savings programmes, as well as related acquisitions and transfers of shares to hedge social security contributions for such programmes.
The Board's proposal to the AGM regarding Performance ESSP 2025 has been prepared by the Remuneration Committee together with external advisors, in accordance with the Board's guidelines and after discussions with major shareholders. The Board of Directors has, upon recommendation from the Remuneration Committee, decided to propose Performance ESSP 2025 to the AGM for resolution in accordance with the proposal below.
In order to maintain the greatest possible flexibility, the Board of Directors proposes, in accordance with the Remuneration Committee's recommendation, that the AGM resolves:
c) Senior Employees participating in Performance ESSP 2025 have been dierentiated with regard to position, responsibility and work performance within the Group, and the participants have thus been divided into four dierent categories:
Category C – Managers directly subordinate to members of the Group Management and key employees
Category D - Group Management
Category E - Deputy CEO
Category F - CEO
d) The maximum amount that each category above may invest, as well as the maximum number of participants in each category, is shown in the table below. It shall be possible for participants to invest the equivalent of the investment amount in the form of the participants' held shares in Fortnox, which are transferred to Performance ESSP 2025.
| Maximal investment amount (SEK) |
|
|---|---|
| Category C - no more than 40 persons |
200 000 |
| Category D - no more than 7 persons |
300 000 |
| Category E - no more than 1 person |
400 000 |
| Category F - no more than 1 person |
500 000 |
| Performance target(s) | Weight |
|---|---|
| Average annual growth, net sales | 35 % |
| Average EBIT-margin | 35 % |
| Average annual growth, earnings per share | 30 % |
The financial performance targets set by the Board of Directors will set a minimum and a maximum level for each financial target. The Board of Directors will decide on the outcome of the set financial performance targets after the end of the financial year 2027. Information on the set financial performance targets and outcomes will be presented in the annual report for the financial year 2027.
| Max amount Performance Shares per Savings Share |
|
|---|---|
| Category C | 3 |
| Category D | 4 |
| Category E | 4 |
| Category F | 4 |
resolved by the AGM. This shall, among other things, include a right to decide on special conditions for participation and allocation in Performance ESSP 2025 in the event of, for example, illness, death, termination of employment, retirement, material change of ownership or other exceptional circumstances. The Board of Directors or the Remuneration Committee may in connection therewith also make any necessary adjustments to comply with specific local regulations or prevailing market conditions outside Sweden.
In order to i) ensure deliveries of shares to participants in Performance ESSP 2025, and ii) secure related costs for social security contributions, according to sections C.–D. below, the Board of Directors proposes that the AGM resolves to authorise the Board of Directors to resolve on the acquisition of shares in Fortnox on the following terms.
The Board of Directors proposes that the AGM resolves on the transfer of acquired treasury shares in Fortnox under the following conditions:
The transfer may comprise a maximum of 466,926 shares acquired in accordance with item B. above. In total, including the number of shares that may be transferred under item D. below, a maximum of 613,634 shares may be transferred within the framework of Performance ESSP 2025.
In order to enable the transfer of treasury shares to secure costs, including social security contributions related to Performance ESSP 2025, the Board of Directors proposes that the AGM resolves to authorise the Board of Directors to transfer treasury shares in Fortnox under the following conditions:
In the event that the required majority for items B.–D. above is not achieved, the Board of Directors proposes that the AGM resolves that the financial exposure regarding Performance ESSP 2025 may be secured through Fortnox entering into a share swap agreement with a third party on market terms, whereby the third party in its own name shall be able to acquire and transfer shares in Fortnox to Senior Employees participating in Performance ESSP 2025.
Performance ESSP 2025 is expected to comprise a maximum of 613,634 shares, which corresponds to approximately 0.1 percent of the total number of outstanding shares in Fortnox. Granted but not yet exercised allocable rights to shares within the framework of previous long-term incentive and share savings programmes amount to approximately 0.05 percent of the total number of outstanding shares in Fortnox. The Company's incentive and share savings programmes have only a marginal impact on key performance indicators.
Performance ESSP 2025 will result in the value of the Performance Shares being reported as personnel costs in the income statement during the Lock-in Period in accordance with IFRS 2 Share-based Payments. Social security contributions will be expensed in the income statement according to UFR 7 during the Lock-in Period. The size of these costs will be calculated based on the Company's share price development during the Lock-in Period and the allocation of Performance Shares. Based on the assumption that (i) the share price value at the time of acquisition is SEK 77 (share price as of 31 January 2025), (ii) a maximum allocation of Performance Shares takes place, (iii) sta turnover is zero percent per year, and (iv) all participants make an investment up to the maximum amount and retain their entire holdings throughout the programme's duration, the total cost is estimated to amount to approximately 36 million SEK excluding social security contributions. The net costs for outgoing social security contributions, assuming (i) a share price of 77 SEK at the time of purchase of shares for the hedging arrangement described in D. above, and (ii) an unchanged share price during the programme's duration, are calculated to amount to a maximum of approximately 11.3 million SEK.
The costs should be viewed in relation to the Company's total costs for salaries and remuneration, which for the most recently reported twelve-month period up to 31 December 2024 amounted to 709 million SEK including social security contributions. Administrative costs for Performance ESSP 2025 have been estimated at a maximum of 1.5 million SEK (which includes the costs for ESSP 2025). Based on the above assumptions, the costs for Performance ESSP 2025, including social security contributions, amount to approximately 6.9 percent of the Company's total costs for salaries and remuneration for the most recently reported twelve-month period. The maximum of 146,708 shares that can primarily be transferred on Nasdaq Stockholm to cover social security contributions do not cause any dilution eect on earnings per share, as these are transferred at the prevailing market price.
The resolution of the AGM on Performance ESSP 2025 under section A. above is conditional on the AGM either deciding in accordance with the Board of Directors' proposal under sections B.-D. above or in accordance with the Board of Directors' proposal under section E. above.
The resolution of the AGM in accordance with the proposal of the Board of Directors as set out section A. above requires a majority of more than half of the votes cast at the AGM. The resolution of the meeting in accordance with the Board of Directors' proposal under sections B.-D. above requires the support of shareholders holding at least nine tenths of both the votes cast and the shares represented at the AGM. For a valid resolution in accordance with the
proposal of the Board of Directors under section E. above, a majority of more than half of the votes cast at the meeting is required.
Transfers of shares in Fortnox are a step towards achieving the proposed Performance ESSP 2025. Therefore, and in the light of the above, the Board of Directors considers it to be beneficial for Fortnox and the shareholders that the participants in ESSP 2025 are oered the opportunity to become shareholders in Fortnox.
The Board of Directors proposes that the AGM authorises the Board of Directors to resolve on repurchase of own shares on the following terms:
The purpose of the proposed authorisation is to provide the Board of Directors with the option to begin adapting the Company's capital structure and thereby contribute to increased shareholder value. The intention is for future annual general meetings to resolve on the cancellation of the repurchased shares.
The Board of Directors shall have the right to decide on other terms for the repurchase of own shares. The Chair of the Board, or whomever the Chair appoints, shall have the right to make such minor adjustments to the above proposal as may prove necessary in connection with the execution of the Board's decision on repurchase of own shares.
For a resolution in accordance with the Board of Directors' proposal, the resolution must be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
The Board of Directors proposes that the AGM authorises the Board of Directors to, within the framework of the current Articles of Association, on one or more occasions during the period until the next AGM, with or without deviation from the shareholders' preferential rights, to resolve on issue new shares. The Board of Directors is proposed to 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 issues shall be made at the market-based subscription price, subject to a market-based issue discount where applicable, and payment shall, in addition to payment in cash, be made in kind or by set-o, or on other terms. The purpose of the authorization 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 the companies or operations.
For valid resolution in accordance with the Board of Directors' proposal, it is required that the proposal is supported by shareholders with at least two thirds of both the votes cast and the shares represented at the meeting.
The Board of Directors and the CEO shall, upon requested by a shareholder and provided that the Board of Directors is of the opinion that it can be done without causing material harm to the Company, at the AGM provide disclosures about conditions that may impact assessment of an item on the agenda, conditions that may impact assessment of the Company's or a subsidiary's financial situation, and about the Company's relationship with another group company.
For information on how your personal data is processed in connection to the AGM see the privacy policy available on Euroclear Sweden AB's website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
At the time of issuance of this notice the total number of shares and votes in the Company amounts to 609 984 700, out of which 305 868 shares are held by the Company itself. The Company may not vote for treasury shares. The number of outstanding voting shares thus amounts to 609 678 832.
Copies of the annual report, the auditor's report, the remuneration report, power of attorney, postal vote form and complete proposals for resolutions as stated above, as well as other documents that are to be made available in accordance with the Swedish Companies Act, will be available for shareholders at the Company's premises at Bollgatan 3 B, Växjö, Sweden, and at the Company's website, www.fortnox.se, by Thursday 20 March 2025 at the latest. Copies of said documentation will be sent to shareholders who so requests and provides their postal address. The documents will also be presented at the AGM.
Växjö in March 2025
_____________________
The Board of Directors, Fortnox AB (publ)
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.