Incentive program

Avanza Bank currently has one long-term incentive programme divided into three sub-programs. The programme was resolved at the EGM on June 13, 2014 and is exercisable from 2017 to 2019.

Incentive program exercisable 2017-2019

The Extraordinary General Meeting on June 13, 2014 resolved, deviating from the shareholders' preferential rights, to issue a total maximum number of 1,470,000 warrants. These warrants will be distributed among three different programs (Sub-program 1-3) comprising a maximum of 490,000 warrants each. The three sub-programs are part of the same incentive program.

Upon full exercise of all of the warrants included in the Board’s proposal (1,470,000 warrants), the company's share capital will increase by a maximum of SEK 3,675,000 distributed on 1,470,000 shares, each with a quotient value of SEK 2.5, corresponding to a dilution effect of maximum 5.1 percent (1.7 percent per sub-program).

Sub-program 1

  • The Company issues a maximum of 490,000 warrants.
  • The entitlement to subscribe for the warrants is granted  exclusively to a wholly-owned subsidiary (the "Subsidiary") with the right and obligation to transfer the warrants at market rates to individuals who are, or will be, employed by the Company or its subsidiaries.
  • The warrants for all sub-programs, must be subscribed to by the Subsidiary by August 18, 2014. The Subsidiary shall not provide any consideration for the warrants.
  • The EGM approves the Subsidiary's transfer of the above described warrants. The further transfer from the Subsidiary to the personnel shall be made as of August 25, 2014.
  • The value of the warrants on the transfer from the Subsidiary shall be determined at market value with application of generally accepted valuations models (Black & Scholes). The valuation shall be made by the Board of Directors.
  • Each warrant will entitle the holder to subscribe to one (1) new ordinary share in the company at a subscription price corresponding to an amount equal to 120 percent of the weighted average of all completed transactions in the Company's shares on August 25, 2014 on the marketplace where the Company has its primary listing (currently NASDAQ OMX Stockholm). The weighted average is calculated on all auto matched trades and all trades in the opening and closing call, regardless of size. The subscription price shall, however, be no less than an amount equal to the quotient value.
  • Subscription of shares in accordance with the terms of the warrants may take place from August 25, 2017, up to and including September 1, 2017.
  • The new shares entitle the holder to dividends from the financial year in which the record date implying entitlement to receive dividends,  is recorded in the company's share register.
  • Upon full exercise of the 490,000 warrants, the company's share capital will increase by a maximum of SEK 1,225,000, divided among 490,000 shares, each with a quotient value of SEK 2.5 corresponding to a dilution of a maximum of 1.7 percent.

Sub-program 2

The conditions of the 490,000 warrants that may be issued in sub-program 2 are identical to the terms of the warrants in sub-program 1, except as regards the following:

  • Further transfer from the subsidiary to personnel shall be undertaken as of August 25, 2015.
  • Each warrant will entitle the holder to subscribe to one (1) new ordinary share in the company at a subscription price corresponding to an amount equal to 120 percent of the weighted average of all completed transactions in the company's shares on August 25, 2015 on the marketplace where the Company has its primary listing (currently NASDAQ OMX Stockholm). The weighted average is calculated on all auto matched trades and all trades in the opening and closing call, regardless of size.
  • Subscription of shares in accordance with the terms of the warrants may take place from August 27, 2018, up to and including September 3, 2018.

Sub-program 3

The conditions of the 490,000 warrants that may be issued in sub-program 3 are identical to the terms of warrants in sub-program 1 and 2 except in the following aspects:

  • Further transfer from the subsidiary to personnel shall be made as of August 25, 2016.
  • Each warrant will entitle the holder to subscribe for one (1) new ordinary share in the company at a subscription price corresponding to an amount equal to 120 percent of the weighted average of all completed transactions in the company's shares on August 25, 2016 on the marketplace where the Company has its primary listing (currently NASDAQ OMX Stockholm). The weighted average is calculated on all auto matched trades and all trades in the opening and closing call, regardless of size.
  • Subscription of shares in accordance with the terms of the warrants may take place from August 26, 2019, up to and including September 2, 2019.