Notice of the Annual General Meeting 2016

Entitlement to attend the General Meeting

Shareholders wishing to attend the General Meeting shall, firstly, be entered in the register of shareholders maintained by Euroclear Sweden AB no later than Wednesday, 30 March 2016, and secondly, notify of their intention to participate in the General Meeting by email to arsstamma@avanza.se or by telephone on +46 (0)8 562 250 02. The company shall receive the said notification no later than Wednesday, 30 March 2016.

The notification shall include details of the applicant’s name, civic ID no. or company registration number (or equivalent), email address or daytime telephone number, together with the number of shares held, the identity of any assistants accompanying the applicant, and, where relevant, details of representatives or proxies.

Shareholders whose shares are nominee-registered through a bank or other nominee must, in order to be entitled to attend the General Meeting, temporarily re-register their shares in their own name with Euroclear Sweden AB. Shareholders wishing to effect such temporary re-registration must notify their nominee of their wish to do so in good time before 30 March 2016, by which time such re-registration shall have been completed. 

Power of Attorney form

Any shareholder intending to allow him or herself to be represented by a proxy is requested to submit a power of attorney form and other authorisation documentation to Avanza Bank Holding AB, Att: Bolagsjuridik, Box 1399, SE-111 93 Stockholm, Sweden. The power of attorney form is available on the company’s website at www.avanza.se/ir and will be sent, free of charge to the recipient, to any shareholders who request it and provide their postal address or email address.    

Proposal for agenda

1. Opening of the Meeting
2. Election of the Chairman of the Meeting
3. Preparation and approval of the list of voters
4. Resolution regarding the live broadcast of the General Meeting via the company’s website
5. Approval of the agenda
6. Election of one or two persons to check the Minutes
7. Determination of whether the Meeting has been duly convened
8. Speech by the CEO
9. Presentation of the annual accounts and the audit report, together with the consolidated accounts and consolidated audit report, for the 2015 financial year
10. Resolutions regarding
    a)  adoption of the Income Statement and Balance Sheet and of the Consolidated Income Statement and Consolidated Balance Sheet,
    b)  allocations of the company’s profits in accordance with the adopted Balance Sheet, and
    c)   discharge from liability for Members of the Board and the CEO
    
    
11. Resolution regarding the number of Members of the Board
12. Determination of the Directors’ fees payable
13. Determination of the Auditor’s fees payable
14. Election of the Board of Directors
15. Election of the Chairman of the Board
16. Election of Auditors
17. Resolution regarding the authorisation of the Board to acquire the company’s own shares
18. Determination of the nomination procedure
19. Resolution regarding guidelines for remuneration payable to the company management
20. Closing of the Meeting

Proposals

Election of the Chairman of the Board, item 2

The Nomination Committee, comprising the Chairman of the Board, Sven Hagströmer (representing Sven Hagströmer, family and companies), Erik Törnberg (representing Creades AB), Sten Dybeck (representing the Dybeck family and companies), and Henrik Schmidt (representing Montanaro Asset Management), propose that Sven Hagströmer be appointed to chair the General Meeting.  

Allocations of the company’s profits, item 10 b)

The Board of Directors and the CEO propose the payment to the company’s shareholders of a dividend of ten kronor and fifty öre (SEK 10.50) per share. Thursday, 7 April 2016 is proposed as the record day for payment of the dividend. It is calculated, on the assumption that the General Meeting resolves in accordance with the proposal by the Board of Directors and the CEO, that the dividend will be disbursed on Tuesday, 12 April 2016. It is further proposed that the remainder of the accumulated profit be carried forward. The Board of Directors considers the dividend payment to be justifiable given the requirements imposed by the nature, scope and risks of the operations on the size of the Parent Company’s and Group’s shareholders’ equity, and the Parent Company and Group operations’ consolidation requirements, liquidity, and position in general.   

Directors’ fees and Auditors’ fees, items 12 and 13

The Nomination Committee proposes that Directors’ fees of SEK 268,000 be paid both to the Chairman of the Board and to each of the other Members of the Board, corresponding to an increase of three per cent (3%).

It is further proposed that Board Members who are also Members of the Board of the Avanza Fonder AB and Försäkringsaktiebolaget Avanza Pension subsidiary companies receive fees of SEK 40,000 each for their respective engagements.  

It is further proposed that fees of SEK 40,000 be paid to the members of the company’s Credit Committee and of SEK 36,000 to members of the company’s Remuneration Committee.

Members of the Board who receive remuneration from the company by reason of being employed by the company shall not, however, receive any fees, either within the Parent Company or within the subsidiary companies.

It is proposed that Auditors’ fees for work carried out be paid on account.

Election of the Board of Directors and the Chairman of the Board, items 14 and 15

The Nomination Committee proposes the re-election of Board Members Sophia Bendz, Jonas Hagströmer, Sven Hagströmer, Birgitta Klasén, Mattias Miksche, Hans Toll and Jacqueline Winberg. Details of the proposed Board Members can be found on the company’s website at www.avanza.se/ir. Martin Tivéus has declined re-election.

The Nomination Committee proposes that Sven Hagströmer be elected Chairman of the Board.

The proposed composition of the Board of Directors of the company complies with the provisions of the Swedish Code of Corporate Governance with regard to independence.

Election of Auditors, item 16

The Nomination Committee proposes that the Annual General Meeting re-elect Öhrlings PricewaterhouseCoopers AB (PwC) as the company’s Auditors for the period until the conclusion of the 2017 Annual General Meeting. PwC has announced that if elected, it will appoint Catarina Ericsson as chief auditor.

Resolution regarding the authorisation of the Board to acquire the company’s own shares, item 17

The Board of Directors and the CEO propose, in order to increase the efficiency of the company’s capital usage, that the Meeting authorises the Board of Directors to effect the acquisition of the company’s own shares in the following manner.

1. Acquisitions shall be made via the NASDAQ Stockholm exchange.
2. The company may acquire shares in a quantity such that the company, after the acquisition, holds a maximum of one tenth of all shares in the company.
3. Acquisitions may be made at a price per share that is within the stock market price interval for the share at the time.
4. Acquisitions shall be made in accordance with the then applicable NASDAQ regulations.
5. Use of the authorisation may not be made beyond the next Annual General Meeting.
6. Acquisitions may not be made during the period when an estimate of an average price for the company’s share is calculated in order to determine the terms of stock option programmes for the company’s employees.

Determination of the nomination procedure, item 18

The Nomination Committee proposes a nomination procedure in accordance with the same principles as those previously employed. It is proposed that these principles apply until further notice. The principles entail the following:

1. The Nomination Committee shall comprise one representative of each of the four biggest shareholders, together with the Chairman of the Board. The names of the members of the Nomination Committee and the owners they represent shall be published no later than six (6) months before the Annual General Meeting and shall be based on the known ownership structure immediately prior to publication. The Nomination Committee’s mandate period shall extend until the appointment of a new Nomination Committee. The Chairman of the Nomination Committee shall be the member who represents the biggest shareholder, unless otherwise agreed by the Nomination Committee.
    
2. If owners represented on the Nomination Committee are no longer one of the four biggest shareholders after publication has occurred, their representative shall make his or her place on the Nomination Committee available and shareholders who are now amongst the four biggest shareholders shall be offered places on the company’s Nomination Committee. There is no need, however, to take marginal changes into account. Owners appointing a representative to the Nomination Committee are entitled to remove such members from office and to appoint a new representative. Changes to the composition of the Nomination Committee shall be published.
    
3. The Nomination Committee shall draw up proposals on the following issues for resolution at the Annual General Meeting:
   a)      the Chairman of the Meeting,
   b)      the Board of Directors,
   c)       the Chairman of the Board,
   d)      Directors’ fees and their allocation between the Chairman and other Members of the Board, together with any remuneration for Committee work,
   e)      Auditors,
   f)       fees payable to the company’s Auditors, and
   g)      any proposals regarding changes to the procedure for appointing the Nomination Committee.
    
4. The company shall defray reasonable expenses deemed necessary by the Nomination Committee in enabling the Nomination Committee to fulfil its mandate.

Resolution regarding guidelines for remuneration payable to the company management, item 19

The term, Group management, refers to the CEO and a further seven persons who hold senior executive positions within the Group. The Board’s proposal, which primarily corresponds to the remuneration principles applied in previous years, entails the Group management’s salary comprising both a fixed basic salary and a variable performance-based payment.

The variable remuneration shall be based on a qualitative evaluation of individual performances in relation to individual goals set and the company’s results. There shall be an appropriate balance between the fixed and variable remuneration and it shall be possible to set the variable remuneration at SEK 0.

The variable remuneration paid to members of the Group management shall never exceed 100% of the fixed remuneration for the same financial year.

Remuneration paid to members of the Group management shall reflect the person’s experience, expertise and performance.

Members of the Group management have acquired share warrants on market terms in accordance with the stock option programme approved at the Extraordinary General Meeting held on 13 June 2014.

Provision of documents

Annual accounts documents, statements by auditors pursuant to Chapter 8, § 54 of the Swedish Companies Act, the full proposals by the Board of Directors in accordance with the above, and the Board of Director’s statement by reason of the dividend proposed will be made available from the company’s offices no later than Tuesday, 15 March 2016 and will be sent to those shareholders who have expressed a desire to receive such information from the company. All documents will also be available, as of the same date, on the company’s website at www.avanza.se/ir.

Details of the number of shares and votes and of holdings of the company’s own shares held

The total number of shares and votes in the company on the date of issue of this convening notice was 29,344,088. All shares issued are ordinary shares. The company’s owns none of its own shares.  

Shareholders’ entitlement to request information

The Board of Directors and the CEO shall, if so requested by a shareholder and, in the opinion of the Board, it can be effected without material harm being caused to the company, disclose information at the General Meeting with regard to circumstances that can influence the assessment of an item on the agenda and to circumstances that can influence the assessment of the bank’s financial position. The duty to disclose also refers to the company’s relationship with other Group companies and the consolidated accounts and to circumstances described in the first sentence as they apply to subsidiary companies.  

Stockholm, February 2016

The Board of Directors of Avanza Bank Holding AB (publ.)

This information is such that Avanza Bank Holding AB (publ) is obliged to disclose under the Securities Market Act, the Financial Instruments Trading Act and/or the regulatory framework of Nasdaq Stockholm. The information was made available for publication on 24 February 2016 at 08:15 CET.