Entitlement to participate in the Annual General Meeting
Shareholders wishing to participate in the Annual General Meeting shall not only be listed in the register of shareholders maintained by Euroclear Sweden AB no later than Wednesday, 23 April 2014, but shall also notify the company of their intention to attend the Annual General Meeting by means of an email sent to email@example.com or a telephone call to +46 (0)8 562 250 02. The company shall receive such notifications of intent no later than Wednesday, 23 April 2014.
The notification shall include the applicant’s name, civic ID no. or corporate ID no., email address or daytime telephone number, details of the number of shares held, and of any accompanying assistants.
Shareholders whose shares are nominee-registered through a bank or other nominee must, in order to be entitled to attend the Annual General Meeting, temporarily re-register their shares in their own name with Euroclear Sweden AB. Shareholders wishing to effect such re-registration must notify their nominee thereof well in advance of 23 April 2014, by which time such re-registration must have occurred.
Power of attorney form
Shareholders intending to allow themselves to be represented by a proxy are requested to submit a power of attorney and other authorisation documents to the following address: Avanza Bank Holding AB, Bolagsjuridik, Box 1399, SE-111 93 Stockholm, Sweden. A power of attorney form can be downloaded from the company’s website, www.avanza.se, and can also be sent, free of charge, to any shareholders who request it and who submit their postal address or email address.
Election of the Chairman of the Meeting, item 2
The Nomination Committee, comprising the Chairman of the Board, Sven Hagströmer who represents Sven Hagströmer and companies, Erik Törnberg, who represents Creades AB, Sten Dybeck, who represents the Dybeck family and companies, and Henrik Schmidt, who represents Montanaro Asset Management, propose that Sven Hagströmer be appointed Chairman of the Annual General Meeting.
Allocation of the company’s profit/loss, item 10 b)
The Board of Directors and the Managing Director propose that a dividend be paid to the company’s shareholders of eight kronor (SEK 8) per share. Monday, 5 May 2014 is proposed as the record day for payment of the dividend. It is anticipated, assuming that the Annual General Meeting approves the proposal by the Board of Directors and the Managing Director, that the dividend will be disbursed on Thursday, 8 May 2014. It is proposed that the remainder of the accumulated profit, that is to say SEK 80,699,187, be carried forward. The Board of Directors is of the opinion that the dividend can be justified with regard to the requirements that the nature of the operations, their scope and risks, place on the extent of the Parent Company’s and Group’s equity and with regard to the consolidation requirements, liquidity and position of the Parent Company and the Group operations in general.
Directors’ fees and Auditors’ fees, items 12 and 13
The Nomination Committee proposes that a Director’s fee of SEK 250,000 shall be payable to each of the Members of the Board, corresponding to an increase of thirty three per cent (33%) for the Chairman of the Board and of thirty five per cent (35%) for the Members of the Board.
It is further proposed that Board Members who are also Members of the Boards of the subsidiary companies, Avanza Fonder AB and Försäkringsaktiebolaget Avanza Pension, receive a fee of SEK 37,750 each for their respective engagements.
Board Members who receive remuneration from the company by reason of employment shall not, however, receive a fee in respect of their engagements with either the Parent Company or a subsidiary company.
It is proposed that the Auditors’ fees for work carried out shall be payable on account.
Election of the Board and of the Chairman of the Board, items 14 and 15
The Nomination Committee proposes the re-election of Board Members Sven Hagströmer, Lisa Lindström, Mattias Miksche, Andreas Rosenlew, Martin Tivéus and Jacqueline Winberg, and the new election of Birgitta Klasén and Hans Toll. Information regarding the proposed Members of the Board is available on the company’s website, www.avanza.se. David Craelius has resigned his seat on the Board during the year.
The Nomination Committee proposes that Sven Hagströmer be appointed Chairman of the Board.
The proposal with regard to the composition of the Board of the company complies with the Swedish Code of Corporate Governance rules regarding independence.
Election of Auditors, item 16
The Nomination Committee proposes that the Annual General Meeting, for the period until the end of the 2015 Annual General Meeting, re-elects Öhrlings PricewaterhouseCoopers AB, with Catarina Ericsson as the auditor in charge.
Resolution regarding the issue of warrants intended for incentive programmes, item 17a-c
The Board of Directors proposes, in order to ensure the company’s ability to retain and recruit skilled and committed personnel, that the Annual General Meeting approve the issue, in what constitutes a deviation from the shareholders’ preferential rights, of a maximum total of 1,470,000 warrants, each of which shall grant entitlement to subscribe for one (1) ordinary share in the company. The warrants will be issued in three discrete series (hereinafter referred to as subsidiary programmes 1, 2 and 3). The three subsidiary programmes comprise parts of a single incentive programme and it is proposed, therefore, that the resolutions in accordance with items a-c on the agenda be mutually dependent.
It is proposed that the warrants be issued on what are, essentially, the following terms:
A maximum of 490,000 warrants shall be issued in every subsidiary programme.
Entitlement to subscribe for the warrants will only be granted to Avanza Förvaltning AB with the right and obligation to transfer the warrants to existing or future employees of Avanza Bank Holding AB or its subsidiaries. The number of warrants that persons within the respective categories are entitled to acquire is shown in the full version of the Board’s proposal, which is available as described below. The company’s Board of Directors shall decide on the final allocation within the framework presented in the proposal. Maximum allocation cannot be guaranteed. The warrants will be acquired in return for payment of an arm’s length premium to be determined by the Board in accordance with customary calculation models.
The Board of Directors proposes, in conjunction herewith, that the Annual General Meeting approve the transfer of warrants by the subsidiary company within the framework of the proposed subsidiary programmes.
Every warrant shall grant entitlement to subscribe for one (1) new ordinary share in the company at an issue price corresponding to an amount totalling 120 per cent of the weighted average of transactions in the company’s shares completed in the marketplace in which the company has its primary listing (currently NASDAQ OMX Stockholm). The weighted average shall be calculated for all auto-matched transactions and all transactions in opening and closing calls, irrespective of size. The issue price shall, however, at a minimum, be an amount that corresponds to the share’s nominal value. The issue price for shares subscribed for under subsidiary programmes 1, 2 and 3 shall be calculated on the basis of the prices on 25 August 2014, 25 August 2015, and 25 August 2016, respectively.
Subscription for shares in accordance with the terms for subsidiary programmes 1, 2 and 3 may, respectively, occur between 25 August 2017 and 1 September 2017, 27 August 2018 and 3 September 2018, and 26 August 2019 and 2 September 2019, inclusive.
The company’s share capital will, in conjunction with full exercise of the warrants issued as part of subsidiary programmes 1-3, increase by a maximum of SEK 3,675,000, divided between 1,470,000 shares, corresponding to a dilution effect of approximately five per cent (5%).
Resolution regarding the authorisation of the Board to acquire the company’s own shares, item 18
The Board of Directors and the Managing Director propose, in order to enhance the efficiency of the company’s capital usage, that the Meeting authorise the Board to acquire the company’s own shares in the following manner.
Determination of the nomination procedure, item 19
The Nomination Committee proposes that the principles of the nomination procedure remain unchanged. It is further proposed that these principles apply until further notice. The import of the principles is as follows:
Resolution regarding guidelines for remuneration to the company management, item 20
The term, group management, refers to the Managing Director and an additional six people who hold senior executive positions within the Group. Under the terms of the Board’s proposal, which corresponds to remuneration principles in previous years, the group management’s salary shall comprise a fixed salary and performance-related pay. The performance-related pay shall be payable for performances that exceed those normally expected. Members of the group management have, via arm’s length transactions, acquired warrants in accordance with the staff stock option programme approved by the Annual General Meeting held on 14 April 2011. The total remuneration package for members of the group management shall be competitive.
Provision of documents
The annual account documents, the audit report in accordance with the provisions of chapt. 8, §54 of the Swedish Companies Act, the Board’s full proposals as presented above, and the Board’s statement with regard to the proposed dividend and proposal that the Board be authorised to acquire the company’s own shares, will be made available at the company’s offices no later than from Tuesday, 8 April 2014 and will be sent out to those shareholders who have notified the company that they wish to receive such information from the company. All of these documents will also, as of the same date, be available on the company’s website, www.avanza.se.
Details of the number of shares and votes and of the company’s holdings of its own shares
The total number of shares and votes in the company on the date of issue for this convening notice was 28,873,747. All shares issued are ordinary shares. The company has bought back none of its own shares.
Shareholders’ right to request information
The Board of Directors and the Managing Director shall, if so requested by any shareholder and if, in the opinion of the Board, it may be done without causing material damage to the company, supply details at the Annual General Meeting of circumstances that may impact the appraisal of an item on the agenda and of circumstances that may impact the evaluation of the bank’s financial position. This duty of disclosure also includes the relationship between the company and other Group companies, the consolidated accounts, and any circumstances as referred to in the first sentence of this section with regard to subsidiary companies.
Stockholm, March 2014
The Board of Directors of Avanza Bank Holding AB (publ.)