Incentive program

Avanza currently has the following long-term incentive programmes decided by the general meeting and exercisable 2024, 2025, 2026 and 2027, respectively. The older programmes expire in connection with the allotment of warrants to employees in the later programmes. 

Incentive programmes exercisable 2024, 2025 and 2026, respectively

The Annual General Meeting on March 30, 2021 resolved, deviating from the shareholders' preferential rights, to issue a total maximum number of 3,600,000 warrants through three incentive programmes (2021/2024, 2022/2025 and 2023/2026), each programme comprising not more than 1,200,000 warrants.

The issue of warrants in the respective incentive programmes is subject to the following terms

• The Company shall issue a maximum of 1,200,000 warrants for each incentive programme.
• The entitlement to subscribe for the warrants is granted exclusively to a wholly-owned subsidiary, Avanza Förvaltning AB ("the Subsidiary company") together with the right and obligation to transfer the warrants on market terms to individuals who are, or will be, employed by the Company or any of its subsidiary companies.
• The warrants shall be subscribed to by the Subsidiary company no later than 31 August 2021. The Subsidiary company shall make no payment for the warrants.
• The AGM approves the Subsidiary company's transfer of the warrants in the manner set forth above.
• The value of the warrants on the transfer from the Subsidiary company shall be determined at market rates using generally accepted valuation models (Black & Scholes). The valuation shall be executed by an independent valuation institute.
• Each warrant will entitle the holder to subscribe to one (1) new ordinary share in the company at an exercise price corresponding to an amount equal to 120 per cent of the weighted average of all completed trades in the Company's shares on 26 August 2021 (incentive programme 2021/2024), 25 August 2022 (incentive programme 2022/2025) and 24 August 2023 (incentive programme 2023/2026) on the marketplace where the Company has its primary listing (currently NASDAQ Stockholm). The weighted average shall be calculated on all auto matched trades and all trades in the opening and closing call, regardless of size. The exercise price shall, however, be no less than an amount equal to the share's nominal value.
• Subscription of shares in accordance with the terms of the three incentive programmes may take place:
  • on 29 August 2024, on 31 October 2024 or on 28 November 2024 for incentive programme 2021/2024
  • on 28 August 2025, on 30 October 2025 or on 27 November 2025 for incentive programme 2022/2025
  • on 27 August 2026, on 29 October 2026 or on 26 November 2026 for incentive programme 2023/2026
• The new shares grant entitlement to receive a dividend from the financial year when they are entered in the Company's Register of Shareholders on the record date for entitlement to receive a dividend. 
• Through these programs, a total of 2,775,542 warrants out of 3,600,000 warrants have been alloted to employees.
• Upon full exercise of the above mentioned 2,775,542 warrants, the Company's share capital will increase by a total of SEK 1,387,771 distributed among 2,775,542 shares, each with a nominal value of SEK 0.50 corresponding to a dilution effect of just over 1.7 per cent. 

Incentive program exercisable 2027

The Annual General Meeting on 11^th of April 2024 resolved, deviating from the shareholders' preferential rights, to issue 1,500,000 warrants through one incentive program (2024/2027).

The issue of warrants in the incentive program is subject to the following terms

• The Company shall issue not more than 1,500,000 warrants.
• The right to subscribe for the warrants shall vest in the subsidiary of the Company, Avanza Förvaltning AB ("Subsidiary"), with the right and obligation to transfer the warrants on market terms to individuals who are, or will be, employed in the Company or one of its subsidiaries.
• Subscription of the warrants by the Subsidiary shall take place no later than 15 May 2024. The warrants shall be issued to the Subsidiary at no consideration. Over-subscription is not allowed.
• The general meeting approves that the Subsidiary transfers the warrants in accordance with the terms set forth above.
• The value of the warrants upon transfer from the Subsidiary shall be determined on a market basis by applying established calculation models (Black & Scholes). The valuation shall be carried out by an independent valuation institute.
• Each warrant shall entitle the holder to subscribe for one (1) new ordinary share in the Company at a subscription price corresponding to an amount of 120 percent of the weighted average price of the completed trades in the Company's shares during 22 April 2024 and 3 May 2024 on the marketplace where the Company has its primary listing (currently Nasdaq Stockholm). The weighted average price shall be calculated on all automatched trades and all trades in opening and closing calls, regardless of size. The exercise price, shall however be no less than an amount equal to the quota value of the share. If Avanza is in position of insider information during this period, the board of directors shall be entitled to determine a later period that shall form the basis for the subscription price.
• Subscription of shares in accordance with the terms and conditions of the warrants may take place during the following periods:
• a two-week period from and including the day after publication of the Company's interim report for the period 1 January – 31 March 2027, but no earlier than 22 April 2027 and no later than 31 May 2027; and
• a two-week period from the day after the publication of the Company's interim report for the period 1 January – 30 September 2027, but no earlier than 18 October 2027 and no later than 30 November 2027.
• Subscription of shares cannot however be made during such a period when trading in shares in the Company is prohibited under Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) or other equivalent legislation applicable at any time.
• Shares issued following subscription shall grant entitlement to receive dividends for the first time on the first record date for dividends that occurs following the registration of the shares in the Company's share register.
• Upon full exercise of all 1,500,000 warrants, the Company's share capital will increase by a maximum of SEK 750,000 divided into 1,500,000 shares, each with a quotient value of SEK 0.50, corresponding to a dilution effect of maximum 0.95 percent, however, subject to any recalculation. The part of the subscription price upon subscription for shares that exceeds the quota value of the shares shall be added to the unrestricted share premium fund.