Notice of the annual general meeting of Qliro AB

Registration and notice of attendance
Shareholders who wish to participate in the annual general meeting through postal voting shall:

• be registered as a shareholder in the Company's register of shareholders kept by Euroclear Sweden AB concerning the circumstances on Monday 10 May 2021, and
• give notice of participation no later than on Tuesday 18 May 2021, by sending in a postal vote in accordance with the instructions under the heading Postal voting below so that the postal voting form is received by Qliro, through Computershare AB, no later than that day.

To be entitled to participate in the annual general meeting, a shareholder whose shares are nominee registered must, in addition to giving notice of participation in the general meeting by sending in a postal vote, register its shares in its own name so that the shareholder is registered in the share register as of Monday 10 May 2021. Such registration may be temporary (so-called voting rights registration), and a request for such voting rights registration shall be made to the nominee in advance and in accordance with the nominee's routines. Voting rights registrations that have been made by the nominee no later than Wednesday 12 May 2021 will be taken into account in the presentation of the share register.

Postal voting
The board of directors has decided that the shareholders shall be able to exercise their voting rights only by postal voting in accordance with section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.

A special form must be used for the postal vote. The form for postal voting is available at www.qliro.com/en/investor-relations/general-meeting-2021.

Completed and signed forms for postal voting must be received by Computershare AB no later than Tuesday 18 May 2021. The form shall be sent by mail to Computershare AB, ”Qliro AB's AGM 2021”, Box 5267, SE-102 46 Stockholm or via e-mail to info@computershare.se. Shareholders who are natural persons may also, by verifying with BankID in accordance with instructions on the Company's website www.qliro.com/en/investor-relations/general-meeting-2021, cast their postal votes electronically.

The shareholder may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form and at www.qliro.com/en/investor-relations/general-meeting-2021.

For having the postal voting form sent to you by mail, please contact Computershare AB on telephone +46 77 124 64 00.

Powers of attorney
If shareholders submit their postal votes by proxy, a written and dated power of attorney signed by the shareholder shall be attached to the postal voting form. Power of attorney forms are available at the Company's website www.qliro.com/en/investor-relations/general-meeting-2021 and will also be sent by e-mail to all registered shareholders who have notified their e-mail address to the Company. If the shareholder is a legal person, it shall also attach a registration certificate or equivalent authorizing documentation to the power of attorney.

Shareholders' right to receive information
If a shareholder so requests, and if the board of directors determines it can be made without significant harm to the Company, the board of directors and the CEO shall provide information on circumstances that may affect the assessment of an agenda item, circumstances that may affect the assessment of the Company's or its subsidiaries' financial situation and the company's relation to another company within the group. A request for such information shall be made in writing to the Company no later than on Sunday 9 May 2021, to Qliro AB, AGM 2021, Box 195 25, SE-104 32 Stockholm, or by e-mail to generalmeeting@qliro.com. The information provided by the Company by such request will be made available at the Company's website www.qliro.com/en/investor-relations/general-meeting-2021 and at the Company's head office, Sveavägen 151 in Stockholm, no later than Friday 14 May 2021. The information will also be sent to the shareholder who has requested the information and has provided its address.

Number of shares and votes in the Company
As of the date of publication of this notice, the Company has a total of 17,972,973 shares and votes. At the same date, the Company has no holdings of its own shares.

Proposed agenda

1. Election of chairman for the annual general meeting.
2. Election of one or two persons to approve the minutes.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Determination of whether the meeting has been duly convened.
6. Presentation of the annual accounts and auditors' report as well as the consolidated accounts and consolidated auditors' report.
7. Resolutions on:
   a) approval of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet,
   b) distribution of the Company's profit or loss in accordance with the approved balance sheet and in the case of a dividend, determination of the record date for this, and
   c) discharge from liability for the board of directors and the CEO.
8. Resolution on the number of board of directors and auditors.
9. Resolution on remuneration for board of directors and the auditor.
10. Election of board of directors and auditors.
11. Resolution to adopt new instruction for the nomination committee.
12. Resolution on new guidelines for remuneration to senior executives.
13. Resolution on approval of the remuneration report.
14. Resolution on authorization for the board of directors to resolve on issue of shares.
15. Resolution on amendments to the articles of association.

Nomination committee
The nomination committee of Qliro has consisted of chairman Christoffer Häggblom, Rite Ventures, the members Alexander Antas, Mandatum, Lars Johannesson, Silaxo Investment (formerly Oryx Förvaltning), and Lennart Jacobsen (chairman of the board of directors for Qliro). The proposals in full and a presentation of the work of the nomination committee can be found on Qliro's website www.qliro.com/en/investor-relations/general-meeting-2021.

Proposals on resolutions

Item 1 – The nomination committee's proposal regarding chairman for the annual general meeting

The nomination committee proposes attorney-at-law Henrik Fritz as chairman for the annual general meeting.

Item 2 – The board of director's proposal of election of one or two persons to approve the minutes

The board of directors proposes Lars Johannesson, Silaxo Investment (formerly Oryx Förvaltning), to be elected to approve the minutes. The task of approving the minutes also includes verifying the voting list and that the postal votes received are correctly stated in the minutes of the annual general meeting.

Item 3 – Preparation and approval of the voting list

The voting list proposed to be approved is the voting list prepared by Computershare AB on behalf of Qliro, based on the annual general meeting's share register and received postal votes, verified by the person approving the minutes of the annual general meeting.

Item 7 b – The board of director's proposal for dividend and record date for dividend

The board of directors proposes that no dividend will be paid for the financial year 2020 and profits available for distribution of 419,530,250 shall be carried forward.

The nomination committee's proposal on decision regarding board of directors, auditor, remuneration, nomination committee, etc. (items 8–11)

The nomination committee proposes the following:

Proposal on the number of board of directors and auditors

The nomination committee propose that the board of directors shall consist of six (6) members without any deputy members of the board of directors and that the number of auditors shall consist of one (1) auditor and no deputy auditor.

Proposal on remuneration for board of directors and the auditor

• SEK 600,000 to the chairman of the board of directors.
• SEK 300,000 to each of the other members of the board of directors.
• SEK 125,000 to the chairman and SEK 75,000 to each of the other members of the risk, capital, audit and compliance committee.
• SEK 50,000 to the chairman and SEK 25,000 to each of the other members of the remuneration committee.
• The auditor's fees are proposed to be paid against approved invoice.

Proposal on election of board of directors and auditors

The nomination committee proposes re-election of Lennart Jacobsen, Alexander Antas, Robert Burén, Monica Caneman, Lennart Francke and Helena Nelson, all for the period until the end of the next annual general meeting. The nomination committee further proposes re-election of Lennart Jacobsen as chairman of the board of directors for the period until the end of the next annual general meeting.

The nomination committee proposes re-election of the auditing company KPMG AB, with the authorized public accountant Mårten Asplund in charge of the audit, for the period until the end of the next annual general meeting, in accordance with the audit committee's recommendation.

Proposal on new instruction for the nomination committee

The nomination committee proposes the following instruction for the nomination committee, which also includes principles for how the nomination committee is to be appointed:

1. The composition of the nomination committee

The nomination committee shall consist of four members – a representative of each of the four majority shareholders as of the last banking day in August, who wishes to appoint a member of the nomination committee, as well as the chairman of the board. In this instruction, the four majority shareholders refer to the four largest shareholders/shareholder groups registered by Euroclear Sweden AB as per the last banking day in August.

The chairman of the board of directors shall, as soon as possible, but in no event later than 10 banking days after the information on the majority shareholders as of the last banking day in August has become known, contact the four largest shareholders to find out if they wish to appoint members to the nomination committee. If any of the four shareholders with the largest voting rights does not exercise the right to appoint a member, the chairman of the board of directors shall, up to and including the tenth largest owner, request the next owner (i.e., first the fifth largest owner and so on) to appoint an owner-representative within a week. If only three owner-representatives wish to appoint representatives after the tenth largest owner has been contacted, the nomination committee may constitute itself with three ordinary members.

The chairman of the nomination committee shall be the director who represents the largest shareholder in terms of voting rights, unless the nomination committee decides otherwise. However, the chairman of the board of directors shall never be the chairman of the nomination committee.

The names of the members of the nomination committee shall be published as soon as the nomination committee has been appointed but in no event later than six months ahead of the upcoming annual general meeting. The nomination committee is appointed for a mandate period commencing at the time its composition is published until a new nomination committee is appointed.

If there is a change in the Company's ownership-structure after the last banking day in August, but before the nomination committee's complete proposals are published, and if a shareholder which after this change becomes one of the four shareholders holding the highest percentage of voting rights in the Company, requests to the chairman of the nomination committee to join the nomination committee, such shareholder shall have the right to, subject to the nomination committee's approval, appoint an additional director of the nomination committee.
If a member appointed by a shareholder resign from the nomination committee during the mandate period, or if such member is unable to fulfil his or her assignment, the nomination committee shall request the shareholder who has appointed the member to appoint a new member within a reasonable time. If the shareholder does not exercise the right to appoint such new member, the right to appoint such new member passes to the shareholder holding the following highest percentage of voting rights, who has not already appointed or refrained from appointing a member of the nomination committee. Changes in the composition of the nomination committee shall be published as soon as they occur.

2. The nomination committee's assignments

The nomination committee shall carry out its assignment as set out in these instructions and applicable rules. In its assignment it is included that the nomination committee shall prepare proposals regarding the following matters, to be put forward to the annual general meeting for decision:

• proposal for number of board of directors and auditors and, where applicable, deputy auditors,
• proposal regarding chairman for the general meeting,
• proposal for board of directors,
• proposal for chairman of the board of directors,
• proposal for fees for the board of directors, distinguishing between the chairman and other board members as well as remuneration for committee work,
• proposal for auditors and, where applicable, deputy auditors,
• proposal for fees to auditors, and
• to the extent considered necessary, proposed amendments to the existing instruction for the nomination committee.

At a general meeting other than the annual general meeting, the nomination committee's proposals shall include the election or elections that shall be taken place at such general meeting.

The nomination committee's proposals shall be submitted to the Company through its chairman well in advance before the Company's notice to attend the annual general meeting and in such a way that the Company will be able to comply with item 4.1 of the Swedish Corporate Governance Code (Sw. Svensk kod för bolagsstyrning) regarding the election of the board of directors.

3. Meetings

The nomination committee shall meet as frequently as required for the nomination committee to be able to fulfil its assignments, however, at least once a year. Notice to meetings shall be issued by the chairman of the nomination committee. If a member requests that the nomination committee shall be convened for a meeting, such request shall be complied with.

The nomination committee has a quorum if at least two members are present. The decisions of the nomination committee are passed by a simple majority of votes cast by members present at the meeting. In the event of tied votes, the chairman has the casting vote.

4. Fees

No fees shall be paid to the members of the nomination committee. However, the Company shall pay for reasonable costs associated with the nomination committee's assignment.

5. Attendance of the nomination committee at the general meeting

Representatives of the nomination committee should always attend the annual general meeting.

6. Amendments on the instruction

The nomination committee shall continuously evaluate these instructions and its work and submit proposals to such amendments to this instruction to the annual general meeting as deemed appropriate by the nomination committee.

Item 12 – The board of director's proposal for new guidelines for remuneration to senior executives

The board of directors proposes that the annual general meeting resolves to adopt new, amended, guidelines for remuneration for the CEO and other members of Qliro's executive management and, where applicable, remuneration to board members for work in addition to the board assignment. The guidelines do not cover remuneration resolved by the annual general meeting, such as e.g. remuneration to board members or share-based incentive programs.

The board of directors proposes that the following guidelines for remuneration are adopted:

Senior executives

Senior executives shall within these guidelines refer to the board of directors of Qliro, the chief executive officer (CEO), the deputy chief executive officer (if applicable) and the group management, which is also presented on the website.

The guidelines' promotion of the company's business strategy, long-term interests and sustainability

In short, Qliro's business strategy entails that Qliro, through continued product development and continued expansion in the Nordic e-commerce market, shall strengthen its position as one of the leading players in payment solutions for e-merchants in the Nordics. In addition to the payment solutions, Qliro shall also continue to develop the digital banking-platform and the offer to consumers. For more information about the company's business strategy, see the company's website.

A prerequisite for Qliro to realize its business strategy and safeguard its long-term interests, including its sustainability, is that Qliro can recruit and retain qualified senior executives in competition with comparable Nordic companies, primarily Nordic credit market companies and banks that specialize in e-commerce payments, digital consumer financing, private loans and savings accounts. These guidelines shall therefore facilitate that senior executives are offered a competitive remuneration. At the same time, Qliro's remuneration system shall be compatible with and promote sound and efficient risk management and counteract excessive risk taking.

Remuneration to senior executives in Qliro shall be based on the individual's performance and responsibility in the short and long term and the financial outcome in Qliro as well as align the interests and rewards of the senior executives with the shareholders.

The board of directors assesses that the possibility of variable remuneration and participation in possible share-related incentive plans resolved by the general meeting together with a well-balanced fixed remuneration will facilitate Qliro being a competitive employer, while the form and terms for the variable remuneration will support responsible and sound risk management as well as the company's growth strategy, long-term interests and sustainability.

Forms of compensation

The remuneration shall be competitive and on market terms and may consist of the following components:
• fixed cash remuneration,
• variable cash remuneration,
• pension, as well as
• other customary benefits.
The total remuneration also includes long-term variable remuneration. Such long-term variable remuneration is decided by the annual general meeting and is therefore, as previously mentioned, not covered by these guidelines.

Fixed cash remuneration

The senior executives' fixed cash remuneration in the form of salary is revised each year and shall be competitive and based on the individual's competence, responsibility and performance. The fixed remuneration shall also constitute a sufficiently large part of the executive's total remuneration to enable the variable components to be set to zero.

Variable cash remuneration

The senior executives' variable cash remuneration shall be based on how well the determined targets for their respective areas of responsibility and for Qliro have been met. Both financial and non-financial criteria can be considered in the assessment. The outcome shall be linked to measurable targets, which, as far as concerning Qliro, shall be directly or indirectly linked to the achievement of Qliro's targets. The targets within the senior executives' respective responsibilities are to promote Qliro's development in both short and long term and thus promote Qliro's business strategy and long-term interests, including the company's sustainability. The CEO's variable cash remuneration is set based on company-targets, which has been determined internally by the board, for example based on income and expenses and credit loss development. Others in group management has targets divided into three levels; company level, function level and individual level.

The maximum payment of variable cash remuneration may not exceed a maximum of 100 percent of the senior executive's annual fixed salary. Furthermore, such remuneration shall only be paid or transferred to the senior executive if it is reasonable with respect to the company's financial situation, including own funds and motivated in accordance with the result of the company, the business unit concerned and the senior executive. The variable cash remuneration may therefore be reduced or lapse due to such reasons.

The company also has the right to claim back, in whole or in part, paid variable cash remuneration if it can be demonstrated that such remuneration has been calculated based on information or results that prove to be incorrect and the recipient of the remuneration has been in bad faith.

Long-term share-related incentive programs

Senior executives can be offered to participate in incentive programs, which are mainly to be share or share-price related. An incentive program shall aim to improve participants' commitment to the company's development and is implemented on market terms. A long-term share-related incentive program, Qliro's warrant program 2020/2023, has been implemented in Qliro during 2020. Qliro's warrant program 2020/2023 has been resolved upon by the annual general meeting and is therefore not covered by these guidelines. For further information about Qliro's warrant program 2020/2023, including the requirements on which the outcome depends, please see the company's website.

Pension

The pension commitments are premium-based and are secured by premium payments to insurance companies. The size of the pension premiums follows the company's pension plan and shall essentially correspond to the provision levels that apply according to the ITP 1 plan and have the limitations as follows in relation to the fixed annual salary. No contributions are made for salary components exceeding 60 income base amounts calculated on an annual basis. As a general rule, variable cash remuneration shall not be pensionable. The retirement age is normally 65 years. Pension costs may amount to a maximum of 40 percent of the fixed annual salary.

Other customary benefits

Other benefits shall be customary and facilitate the executive's ability to perform its tasks and to attract and retain qualified employees, such as company car, occupational health care as well as life- and health insurance. Costs arising from such benefits may amount to a maximum of 25 percent of the fixed annual salary.

Compensation in connection with new employment

In addition to the aforementioned remuneration forms, remuneration shall also in certain exceptional cases and in accordance with the company's guidelines for remuneration to senior executives and remuneration policy, applicable at each time, be paid in connection with new employment to attract certain key persons to the company as part of the company's business strategy. Such remuneration shall be limited to the first year of employment.

Termination and severance pay

In the event of termination by the company, the notice period shall not exceed twelve months. In total, the fixed cash salary during the notice period together with the severance pay may not exceed an amount corresponding to the fixed cash salary for a period of eighteen months for the CEO and twelve months for other senior executives. In the event of termination by the executive, the notice period shall not exceed six months, without the right to severance pay. Severance pay can also be paid in the form of a specifically agreed pension.

Income that the senior executive earns from other employment or assignments during the time when the severance pay is paid may be deducted from the severance pay.

In addition, remuneration for non-compete undertakings may be awarded. Such remuneration shall be based on the fixed annual salary at the time of notice of termination, unless otherwise stipulated by mandatory collective agreement provisions, and awarded during the period for which the non-compete clause applies, which shall be a maximum of twelve months after the date of termination of employment. The remuneration shall be reduced by a value corresponding to the income that the person receives from other sources of income, either from employment or from other independent activities.

Remuneration policy for credit market companies

In addition to these guidelines, the board of directors of Qliro has, in accordance with, inter alia, the Swedish Financial Supervisory Authority's regulations regarding remuneration structures (FFFS 2011:1), which covers remuneration structures in credit market companies, in its current wording, and EBA's guidelines for a sound remuneration policy according to the articles 74(3) and 75(2) in the Directive 2013/36/EU and information according to article 450 in the Regulation (EU) No 575/2013, established a remuneration policy that includes all employees in Qliro and is compatible with and promotes healthy and efficient risk management, and counteracts excessive risk taking. Information about the company's remuneration system is published on the company's website.

Salary and employment conditions for employees
In the preparation of the board of director's proposal for these guidelines, salary and employment conditions for the employees of the company have been taken into account in that information on employees' total remuneration, the components of remuneration and the increase and rate of remuneration over time have formed part of the Remuneration Committee's and the board's decision basis in evaluating the reasonableness of the guidelines and the limitations that follow from them.

The guidelines do not deviate from the remuneration systems that are generally applied within the company for other employees. In other respects as well, the remuneration, remuneration forms and salary development for senior executives are also assessed to be in line with the salaries and employment conditions of other employees of the company.

The decision-making process
The board of directors has established a Remuneration Committee. The committee's tasks include preparing the board of directors' proposal on guidelines on remuneration to senior executives. The board of directors shall prepare a proposal for new guidelines on remuneration to senior executives at least every fourth year and submit it to the annual general meeting to resolve upon. The guidelines shall be in force until new guidelines are adopted by the general meeting.

The Remuneration Committee shall also monitor and evaluate programs for variable remuneration for the senior executives, the application of the guidelines as well as the current remuneration structures and compensation levels in the company.

The members of the Remuneration Committee are independent in relation to Qliro and its management. The CEO or other members of the group management are not present at the board's consideration of and decisions on remuneration-related issues, insofar as they are affected by the issues.

Deviation from the guidelines
The board of directors may temporarily resolve to deviate from the guidelines if in a specific case there is special cause for the deviation and a deviation is necessary to serve the company's long-term interests, including its sustainability, or to ensure the company's financial viability, is case such deviation do not violate the provisions of the Swedish Financial Supervisory Authority's regulations or applicable parts of EBA's guidelines. As stated above, it is part of the Remuneration Committee's tasks to prepare the board's decisions on remuneration issues, which includes decisions on deviations from the guidelines. The reasons for any deviations from the guidelines shall be reported and justified by the board annually in the remuneration report.

Changes in the guidelines
Compared with the previous guidelines, the reference to certain provisions in the Swedish Supervisory Authority's regulations (FFFS 2011:1) (regarding deferral of payment of variable remuneration and payment of variable remuneration in the form of shares/share-related instruments) has been excluded since these provisions are no longer applicable to the Company due to the amendments implemented in the Swedish Supervisory Authority's regulations (FFFS 2020:30) on amendments to the Swedish Supervisory Authority's regulations (FFFS 2011:1). This will also be clarified in the Company's Remuneration Policy, also mentioned above under the heading “Remuneration Policy for credit market companies”.

Item 13 – The board of director's proposal of approval of the remuneration report

The board of directors proposes that the annual general meeting resolves to approve the remuneration report on remunerations according to Chapter 8, section 53 a of the Swedish Companies Act (2005:551) (the “Companies Act”).

Item 14 – The board of director's proposal of resolution to authorize the board of directors to resolve on a new issue of shares

The board of directors proposes that the annual general meeting resolves to authorize the board of directors to, on one or more occasions, during the period until the next annual general meeting resolve upon issuances of new shares, with or without preferential rights for the shareholders. New issues may be made with or without regulations concerning issues in kind, offset rights or other terms.

The number of shares issued pursuant to the authorization may not exceed an increase of twenty (20) percent of the number of shares in the company at the time of the annual general meeting 2021.

Payment may, in addition to cash payment, be made by way of contribution or set-off, or with other conditions as referred to in Chapter 13, section 5, first paragraph, item 6 of the Companies Act. The purpose of the authorization is to provide flexibility for acquisitions of companies, businesses, or parts thereof. Any issue of new shares resolved upon pursuant to this authorization shall be made at standard market terms and conditions.

Item 15 – The board of director's proposal of resolution on amendments to the articles of association

The board of directors proposes that the annual general meeting resolves to amend the articles of association as follows.

A new section is proposed in the articles of association allowing the board of directors to resolve that persons who are not shareholders may participate at the shareholders' meeting.

Because of the insertion of one new section (§ 12), renumbering of sections is proposed, whereby the previous §§ 12–13 becomes §§ 13–14.

The board of directors proposes that the chairman of the board of directors and the CEO shall be authorized to make the minor adjustments in the above decisions that may prove necessary in connection with their registration with the Swedish Companies Registration Office and Euroclear Sweden AB.

Majority rules
The implementation of the board of directors' proposals under items 14 and 15 on the agenda is subject to the approval at the general meeting with at least 2/3 of both the votes cast and of the shares represented at the general meeting.

Documents
Information about the persons proposed as board of directors and of the proposed auditor and the reasoned statement of the nomination committee etc. are available on the Company's website, www.qliro.com/en/investor-relations/general-meeting-2021.

The Company's annual accounts, auditor's report, consolidated accounts and consolidated auditor's report, the complete proposals on resolutions to the general meeting, the board of director's report over paid and outstanding remuneration for senior executives in accordance with Chapter 8, section 53 a of the Companies Act and the auditor's statement on these guidelines in accordance with Chapter 8, section 54 of the Companies Act, will be available at the Company and on the Company's website, www.qliro.com/en/investor-relations/general-meeting-2021, no later than from 28 April 2021. The documents will be sent to shareholders who so request at the Company's address Qliro AB, AGM 2021, Box 195 25, SE-104 32 Stockholm, stating their address. The general meeting share register will be available at the head office of the Company, Sveavägen 151 in Stockholm.

The notice will also be held available at the Company's website, www.qliro.com/en/investor-relations/general-meeting-2021. The notice will further be sent by regular mail free of charge to shareholders who so request at the Company's address Qliro AB, AGM 2021, Box 195 25, SE-104 32 Stockholm, stating their address.

Processing of personal data
For information on how personal data is processed, see the integrity policy that is available at Euroclear's website www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.

This document is a translation of a Swedish notice and in case of any deviations between both language versions, the Swedish version shall prevail.

Stockholm, April 2021
Qliro AB
The board of directors