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2014-03-18

Avanza Bank: Notice of Annual General Meeting

Press Release 2014-03-18 16.00

The shareholders of Avanza Bank Holding AB (publ.) are hereby given
notice that the Annual General Meeting of the company is convened to
be held on Tuesday, 29 April 2014 at 15.00 (CET) in the "Stora salen"
auditorium at the Nalen building, Regeringsgatan 74, Stockholm,
Sweden.

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 arsstamma@avanza.se 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.

Draft agenda

1. Opening the Meeting
2. Election of the Chairman of the Meeting
3. Drawing up and approval of the list of voters
4. Resolution regarding the live streaming of the AGM via the
company's website

5. Approval of the draft agenda
6. Election of one or two persons to keep the Minutes
7. Determination of whether the Meeting has been duly convened
8. Presentation by the Managing Director
9. Presentation of the annual accounts and the audit report and of
the consolidated accounts and consolidated audit report for the 2013
financial year

10. Resolutions regarding
a) the adoption of the Income Statement and the Balance Sheet and of
the Consolidated Income Statement and the Consolidated Balance Sheet,

b) allocations of the company's profit/loss in accordance with the
Balance Sheet adopted, and

c) discharge from liability for Members of the Board and the Managing Director
11. Resolution regarding the number of Members of the Board
12. Determination of the Directors' fees
13. Determination of the Auditors' fees
14. Election of the Board of Directors
15. Election of the Chairman of the Board
16. Election of auditors
17. Resolution regarding the issue of warrants intended for incentive
programmes, divided up into three subsidiary programmes:

a) subsidiary programme 1
b) subsidiary programme 2
c) subsidiary programme 3
18. Resolution regarding the authorisation of the Board of Directors
to acquire the company's own shares

19. Determination of the nomination procedure
20. Resolution regarding guidelines for remuneration to the company
management

21. Closing the Meeting
Proposals

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.

1. The acquisitions shall be made via the NASDAQ OMX Stockholm Stock
Exchange.

2. The maximum number of shares that the company may acquire shall be
a number such that the company, after the acquisition, holds no more
than one tenth of all shares in the company.
...

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