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2016-02-24

Avanza: Notice of the Annual General Meeting 2016

Notice of the AGM 2016: 2016-02-24, 08:15 CET

The shareholders of Avanza Bank Holding AB (publ.) are hereby given
notice of the Annual General Meeting of the company to be held on
Tuesday, 5 April 2016, at 15.00 (CET), in the Wallenbergsalen
auditorium at the IVA Konferenscenter, Grev Turegatan 16, in
Stockholm.

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
Hagstr?mer (representing Sven Hagstr?mer, family and companies), Erik
T?rnberg (representing Creades AB), Sten Dybeck (representing the
Dybeck family and companies), and Henrik Schmidt (representing
Montanaro Asset Management), propose that Sven Hagstr?mer 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 ?re (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 F?rs?kringsaktiebolaget 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 Hagstr?mer, Sven Hagstr?mer, Birgitta Klas?n,
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 Tiv?us has declined re-election.

The Nomination Committee proposes that Sven Hagstr?mer 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 ?hrlings 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...

Författare WKR

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