The shareholders of Avanza Bank Holding AB (publ) are hereby given notice of an Extraordinary General Meeting of the company to be held on Tuesday 16 November 2021
The board of directors has decided that the general meeting shall be held without physical presence of shareholders, representatives or external participants and that voting may only be done by submitting a digital form prior to the general meeting.
Information about the decisions by the general meeting will be disclosed on Tuesday 16 November 2021, as soon as the outcome of the advance voting has been finally compiled.
The right to participate in the general meeting
Shareholders who wish to participate in the general meeting must be recorded in the share register maintained by Euroclear Sweden AB on Monday 8 November 2021 and must give notice of their attendance by submitting a digital voting form in accordance with the instructions set out under the heading “Advance voting” below in such manner that the voting form has been received by Avanza Bank Holding AB on Monday 15 November 2021, at the latest.
Please note that notification to the general meeting can only be made through advance voting.
To be entitled to participate in the general meeting, shareholders with nominee-registered shares through a bank or other nominee must register their shares in their own name with Euroclear Sweden AB (so-called voting rights registration). Shareholders requesting such registration should notify their nominee well in advance of Monday 8 November 2021. Voting rights registration that has been requested by the shareholder at such time that the registration has been completed by the nominee no later than on Wednesday 10 November 2021 will be considered in the preparation of the share register.
Advance voting
Shareholders may only exercise their voting rights at the general meeting by voting in advance, so called postal voting in accordance with the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form should be used for the postal voting. The postal voting form is available on https://postrosta.web.verified.eu/?source=avanza16nov/en and on Avanza's website www.avanza.se/ir. The digital voting form must be filled in and submitted on Monday 15 November 2021, at the latest. Instructions and terms are set out in the postal voting form.
In the postal voting form, the shareholders may request that a resolution on one or several of the matters on the proposed agenda below should be deferred to a so-called continued general meeting, which cannot be conducted solely by way of advance voting. Such continued general meeting shall take place if the general meeting so resolves, or if shareholders with at least one tenth of all shares in the company so request.
If you have any questions, please send an email to bolag@avanza.se or call +46 8 562 250 00.
Proxies
If a shareholder submits its postal vote by proxy, a power of attorney must be attached to the digital postal voting form. Power of attorney forms are available on Avanza's website at www.avanza.se/ir. If the shareholder is a legal entity, a registration certificate or other authorisation document must be attached to the digital voting form.
Processing of personal data
Personal data collected from the share register, the notification to participate in the extraordinary general meeting and information regarding representatives and proxies will be used for registration, preparation of voting register for the extraordinary general meeting and, if applicable, the minutes from the extraordinary general meeting. For information regarding the process of personal data in connection with the extraordinary general meeting please see the integrity policy on Euroclear Sweden AB's website https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Proposed agenda
Proposals
Appointment of the chairman for the meeting, item 1
The nomination committee, comprising the chairman of the board, Sven Hagströmer representing the Hagströmer family with companies, Erik Törnberg representing Creades AB, Moritz Sitte representing Baillie Gifford & Co and Peter Guve representing AMF Pension & Fonder, proposes that Sven Hagströmer is appointed chairman of the general meeting.
Preparation and approval of the voting register, item 2
The board of directors proposes that the general meeting approves the voting register, which has been established on the basis of the postal votes received in due course.
Approval of the agenda, item 3
The board of directors proposes that the general meeting approves the proposed agenda.
Election of one or two persons to attest the minutes, item 4
The board of directors proposes that the general meeting elects Per Colleen, representing the Fourth Swedish National Pension Fund (Fjärde AP-fonden), and Peter Guve, representing AMF, to attest the minutes, or if these persons are unavailable, one or two persons, who are not board members or employees of the company, proposed by the chairman.
Examination of whether the meeting has been duly convened, item 5
The board of directors proposes that the general meeting approves that it has been duly convened.
Resolution on dividends to shareholders of SEK 2.95 per share, item 6
The Swedish Financial Supervisory Authority announced on 20 August 2021 that the authority does not extend the recommendation regarding restrictions on banks’ dividends since the uncertainty is decreasing, and the economy is continuing to recover. The recommendation expired on 30 September 2021. The company's board of directors announced in the year-end-report for 2020, which was disclosed on 21 January 2021, that it is the board of directors’ assessment that, after the ordinary dividend of SEK 0.85 per share, which was resolved at the annual general meeting on 30 March 2021, it remains distributional profits of SEK 2.95 per share for the financial year of 2020.
In the light of the above, the board of directors and the managing director propose an extra dividend to the company's shareholders of SEK 2.95 per share. The proposed record day is on 18 November 2021. Provided that the general meeting resolves in accordance with the proposal of the board of directors and the managing director, the dividend is estimated to be disbursed on 23 November 2021. It is further proposed that the remaining amount of the accumulated profit shall be carried forward. The dividend appears to be defensible taking into consideration the demands with respect to the size of shareholders’ equity of the company and the group, which are imposed by the nature, scope and risks associated with the operations, and the consolidation, liquidity and the position of the company and the group.
Shareholders' right to request information
The board of directors and the managing director shall, if a shareholder so requests and the board of directors considers that such may take place without significant harm to the company, provide information regarding any circumstances that may affect the assessment of a matter on the agenda. Written requests to receive such information should be received by the company ten days before the general meeting, i.e., on Saturday 6 November 2021, at the latest, and can be sent to Avanza Bank Holding AB (publ), Box 1399, 111 93 Stockholm, Sweden or by e-mail to bolag@avanza.se . Requested information will be made available on the company's website www.avanza.se/ir and at the company's office on Regeringsgatan 103 in Stockholm, Sweden on Thursday 11 November 2021, at the latest. The information will also be sent to the shareholder who requested it and provided his or her address.
Documents
The annual report for 2020, a complete proposal for resolution regarding item 6 on the agenda, together with the board of directors’ statement in connection with the proposal, the board of directors’ report pursuant to Chapter 18, Section 6 of the Swedish Companies Act and the auditor's statement pursuant to Chapter 18, Section 6 of the Swedish Companies Act, will be available at the company's office no later than on Tuesday 26 October 2021 and will be sent to those shareholders who so request. All documents will also be available, as of the same date, on the company's website www.avanza.se/ir.
Details of number of shares, votes and holding of own shares
The total number of shares and votes in the company on the date of issue of this notice was 155,571,758. All shares issued are ordinary shares. The company owns none of its own shares.
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Stockholm in October 2021
The Board of Directors of Avanza Bank Holding AB (publ)
