AGM Information • Mar 8, 2024
AGM Information
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are hereby given notice of the Annual General Meeting to be held on Thursday 11 April 2024, at 3 pm CET, in the Wallenberg Hall at the IVA Conference Centre, Grev Turegatan 16 in Stockholm.
Shareholders who do not wish to attend the annual general meeting, may exercise their voting rights at the general meeting by postal voting in advance no later than Friday 5 April 2024.
Shareholders who wish to participate in the general meeting must
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 Wednesday 3 April 2024. 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 Friday 5 April 2024 will be taken into account in the preparation of the share register.
Shareholders who do not wish to attend the general meeting in person may choose to exercise their voting rights at the general meeting by voting in advance, so-called postal voting, in accordance with the provisions in the articles of association of Avanza Bank Holding AB. Shareholders may, on or before Friday 5 April 2024, cast their votes electronically through verification with Swedish BankID via Euroclear Sweden AB's website https://anmalan.vpc.se/EuroclearProxy.
A special form should be used for postal voting by post or e-mail. The postal voting form is available on Avanza's website https://investors.avanza.se/en/corporate-governance/agm/annual-generalmeeting-2024/. A completed and signed postal voting form can be submitted by post to Avanza Bank Holding AB, "AGM", c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden or by e-mail to [email protected]. A completed form must be received by Euroclear Sweden AB on Friday 5 April 2024, at the latest.
The shareholder may not provide any other instructions than marking the response alternatives in the postal voting form. If the shareholder has included special instructions or conditions, or supplemented or amended the pre-printed text, the postal vote will be invalid. Further instructions and terms are set out in the postal voting form and on https://anmalan.vpc.se/EuroclearProxy.
If you have any questions, please call +46 (0)8 402 90 18.
If a shareholder intends to be represented by proxy at the annual general meeting, such shareholder is asked to submit a power of attorney and other authorisation documents by e-mail to [email protected] or by post to Avanza Bank Holding AB, "AGM", c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden together with the notice of attendance to the general meeting.
If a shareholder submits its postal vote by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. If the shareholder is a legal entity, a registration certificate or other authorisation document must be attached to the form.
Power of attorney forms are available on Avanza's website at https://investors.avanza.se/en/corporate-governance/agm/annual-general-meeting-2024/.
Personal data collected from the share register, the notification to participate in the annual general meeting and information regarding representatives and proxies will be used for registration, preparation of voting register for the annual general meeting and, if applicable, the minutes from the annual general meeting. For information regarding the process of personal data in connection with the annual 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.
The nomination committee consisting of the chairman of the board, Sven Hagströmer representing the Hagströmer family with companies, Erik Törnberg, representing Creades AB, Dick Bergqvist, representing AMF – Tjänstepensioner and Fonder and Magnus Dybeck, representing Sten Dybeck with family and companies, proposes that Sven Hagströmer is elected chairman of the annual general meeting.
The board of directors proposes that the general meeting approves the voting register, which has been established by Euroclear Sweden AB on behalf of the company, on the basis of the general meeting register of shareholders, registered shareholders attending the meeting as well as the postal votes received in due course.
The board of directors proposes that the general meeting approves that the meeting is recorded.
The board of directors proposes that the general meeting approves the proposed agenda.
The board of directors proposes that the general meeting elects Julia Lamers, representing SEB Investment Management AB and Gamla Livförsäkringsaktiebolaget SEB Trygg Liv, and Hans Christian Bratterud, representing Odin Fonder, to attest the minutes, or if these persons are unavailable, one or two persons proposed by the general meeting and who are not board members or employees of the company.
The board of directors proposes that the general meeting approves that it has been duly convened.
The board of directors presents the annual report, the auditor's report, the consolidated accounts and auditor's report for the financial year 2023 to the general meeting. The documents are provided on the company's website www.avanza.se/ir.
The board of directors proposes that the profit and loss statement and the balance sheet and the consolidated profit and loss statement and balance sheet are approved by the general meeting.
The board of directors and the managing director propose that the general meeting resolves upon a dividend of SEK 11.50 per share. The proposed record day is 15 April 2024. 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 18 April 2024. It is further proposed that the remaining amount of the accumulated profit shall be carried forward.
It is the board of director's assessment that the dividend is justifiable taking into consideration the demands with respect to the size of shareholders' equity which are imposed by the nature, scope and risks associated with the operations, and the consolidation needs, liquidity and the position of the company and the group.
The auditor's recommendation regarding the discharge from liability for the members of the board of directors and the managing director is set out in the auditor's report presented to the general meeting.
The nomination committee proposes that the general meeting resolves that the board of directors, for the period until the next annual general meeting, shall consist of ten (10) board members.
Prior to the annual general meeting 2021, the nomination committee evaluated the opportunity to stimulate the board members' interest in the company and its economic development and further to create the opportunity for the board members to have a financial interest in the company that is equivalent to that of the shareholders. Against this background, a principle was established whereby part of the remuneration is to be invested in shares in Avanza.
Consequently, the nomination committee proposes to the annual general meeting, as last year, a recommendation that each member should invest one third of the net remuneration in Avanza shares in accordance with the following guidelines:
The nomination committee proposes to the general meeting a remuneration of SEK 514,000 (494,000) to each of the board members, with the accompanying recommendation to acquire shares, as set out above. However, Sven Hagströmer, Jonas Hagströmer, John Hedberg and Magnus Dybeck have informed the nomination committee that they waive the increase of the remuneration of 25 %, which the first year followed from the requirement to invest in shares and the accompanying recommendation to acquire shares, given that they as major direct and indirect shareholders do not need additional incentives, as well as to restrict the costs for Avanza. Therefore, a remuneration of SEK 412,000 (396,000) is proposed for each of these four board members. For all board members this means an increase in remuneration of just above 4 %.
In addition, it is proposed that remuneration of SEK 300,000 (257,000) shall be paid to the chairman and SEK 130,000 (114,000) to member of the audit, risk and capital committee, SEK 61,000 (58,500) to member of the company's credit committee, SEK 49,500 (47,500) to member of the company's remuneration committee and SEK 58,000 (56,000) to member of the company's IT committee. The higher increase for the risk, capital and audit committee is due to the significantly increased workload in this committee, while the fees for the other committees will increase by approximately 4%.
Board members or members of a committee who receive remuneration from the company by reason of being employed by the company shall not, however, receive any remuneration.
The nomination committee proposes that the remuneration to the auditors is to be paid according to approved account.
The nomination committee proposes that the general meeting resolves on the re-election of Magnus Dybeck, Jonas Hagströmer, Sven Hagströmer, John Hedberg, Linda Hellström, Johan Roos and Leemon Wu, and election of Julia Haglind, Henrik Tjärnström and Lisa Åberg as new board members of the company. Board members Catharina Eklöf, Sofia Sundström and Hans Toll have declined re-election. Information about the board members is available on the company's website www.avanza.se/ir, as well as in the nomination committee's complete report and proposal.
The nomination committee proposes a re-election of Sven Hagströmer as chairman of the board and proposes that John Hedberg is elected as deputy chairman of the board.
The proposal of composition of the board of directors is in accordance with the rules regarding independence pursuant to the Swedish Code of Corporate Governance.
The nomination committee proposes that the general meeting re-elects KPMG as the company's auditor for the period until the conclusion of the 2025 annual general meeting. KPMG has declared that if the general meeting resolves in accordance with the proposal, Dan Beitner will be appointed as auditor in charge. The nomination committee's proposal corresponds with the recommendation of the audit committee.
The board of directors proposes that the general meeting authorizes the board of directors to carry out acquisitions of the company's own ordinary shares in the following manner:
The board of directors proposes that the general meeting authorizes the board of directors to resolve on transfers of the company's own ordinary shares in the following manner:
• Transfers of shares may take place on Nasdaq Stockholm or, in connection with the acquisition of companies or businesses and for other purposes that the board of directors deems appropriate, outside Nasdaq Stockholm.
A valid resolution by the general meeting on the proposals of the board of directors on acquisitions and transfers of the company's own shares in accordance with the above, requires that shareholders holding not less than two-thirds of both the votes cast and the shares represented at the general meeting vote in favour of the proposal.
The purpose of the proposed authorizations is primarily to give the board of directors tools to work with the company's capital structure and to be able to utilize attractive acquisition opportunities by financing in whole or in part future acquisitions with the company's own shares. The board of directors may also use the authorizations for other purposes provided that the acquisitions and transfers are in accordance with applicable rules and good practice.
The board of directors has issued a reasoned statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act (2005:551). The statement is available at the company and on the company's website www.avanza.se/ir.
The board of directors proposes that the general meeting authorizes the board of directors to, on one or several occasions prior to the next annual general meeting, with or without derogation from the shareholders' pre-emption rights, resolve on new issues of shares.
The number of shares that may be issued may in total amount to a maximum number of shares that results in an increase of the share capital of no more than ten (10) percent based on the total share capital of the company at the time of the annual general meeting 2024.
Payment may be made in cash and/or with non-cash consideration or set-off against a claim or otherwise with conditions.
The reason why it should be possible to derogate from the pre-emption rights is that the board of directors should be able to provide the company with working capital and/or new owners of strategic importance to the company and/or acquisitions of other undertakings or businesses.
The board of directors, or the person appointed by the board of directors, shall be authorized to make such minor adjustments that are necessary for registration of the authorization with the Swedish Companies Registration Office.
A valid resolution by the general meeting on the proposal of the board of directors in accordance with the above requires that shareholders holding not less than two-thirds of both the votes cast and the shares represented at the general meeting vote in favour of the proposal.
In order to be able to retain and recruit competent and committed employees, the board of directors of Avanza Bank Holding AB (the "Company") proposes that the general meeting, with deviation from the shareholders' preferential rights, resolves on an incentive program for employees in the Avanza group, which includes a resolution on issue and transfer of warrants. The proposal includes one program with a three-year duration.
The number of warrants issued by the Company may amount to a maximum of 1,500,000 in total. The total dilution effect of the proposed program amounts to approximately 0.95 percent.
Through the incentive program, the Board wants to stimulate the employees in the group to a longterm commitment and continued good performance and to increase the group's attractiveness as an employer.
A prerequisite for a successful implementation of the group's business strategy and preservation of its long-term interests is that the group can retain the best competencies and their loyalty, and that the group's employees continue to deliver good results and perform at a high level. The board finds it important and in the interest of the shareholders that the employees of the group have a long-term interest in a positive development of the Company's share price.
There are no criteria for allocation in the incentive program other than that participants must be employees of the group. Since participation is on market terms and requires an own investment by the participants in the program, the incentive program is not associated with any performance conditions. The board of directors considers that a broad program covering all employees provides the best conditions for achieving the board of directors' objective in introducing the program - committed, motivated and competent employees.
The proposal has been prepared by the remuneration committee after which the board of directors has approved the proposal for presentation to the general meeting.
| Category | Minimum allotment |
Maximum allotment |
|---|---|---|
| Managing director in the Company |
75,000 | 200,000 |
| Other members of the group management |
10,000 | 45,000 |
| Other employees | 1,000 | 25,000 |
Individuals entitled to acquire the warrants shall request the number of warrants they wish to acquire and will be allotted the number they have requested provided that over-subscription does not occur and that the requested number does not exceed the above maximum allotment. The participants are entitled to allotment of at least the number of warrants that constitutes the minimum allotment as set out above to the extent that they are employed and have started their employment at the time of allotment. However, maximum allotment according to the table above cannot be guaranteed. In case of oversubscription, the Company's board of directors may discretionarily decide on the final allotment within the framework stated above.
Stockholm). The weighted average price shall be calculated on all automatched trades and all trades in opening and closing calls, regardless of size. The exercise price, shall however be no less than an amount equal to the quota value of the share. If Avanza is in position of insider information during this period, the board of directors shall be entitled to determine a later period that shall form the basis for the subscription price.
A prerequisite for the allotment of warrants is that the participant has entered into an undertaking regarding a repurchase offer etc. according to which the Company has the right, but not the obligation, to repurchase the warrants if, for example, the participant's employment in the Company's group ceases or the participant wishes to transfer the warrants to a third party.
Due to the fact that the warrants are transferred on market terms, no costs for employer contributions will be imposed on the Company due to the incentive program. Other than costs for administration, implementation, valuation and evaluation of the incentive program, no additional costs are expected to arise in connection with the incentive program.
The Company currently has three outstanding incentive programs with exercise in 2024, 2025 and 2026 comprising a total of 2,775,542 warrants which have been transferred to employees. This corresponds to a dilution effect of 1.7 percent provided that all programs are exercised. The current program that expires in November 2024 has a subscription price of SEK 380.47.
Further information on outstanding incentive programs can be found on the Company's website, https://investors.avanza.se/bolagsstyrning/incitamentprogram/.
A valid resolution by the general meeting on the proposal in accordance with the above requires that shareholders representing not less than nine-tenths of both the votes cast and the shares represented at the annual general meeting vote in favour of the proposal.
The board of directors proposes that the annual general meeting adopts guidelines for determining salary and other remuneration to the chief executive officer, the deputy chief executive officer and other persons of the company's management in accordance with the proposal of the board of directors.
According to the proposed guidelines, the remuneration should be market-based and may consist of fixed cash salary, retirement benefits and other benefits. The annual general meeting may in addition – and independently of the guidelines – decide on, for example, share and share price-related remuneration or incentive programs based on warrants.
The main change in the guidelines proposed this year is that the board members elected by the general meeting in special cases may be remunerated on market terms for services within their respective areas of expertise (including board assignments in other group companies) that do not constitute board work in the company.
The complete proposal of the board of directors is available on the company's website www.avanza.se/ir.
The board of directors proposes that the general meeting approves the proposed remuneration report, which is available on the company's website www.avanza.se/ir.
The board of directors and the managing director 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, provide information at the general meeting in respect of any circumstances which may affect the assessment of a matter on the agenda or any circumstances which may affect the assessment of the company's financial position. The obligation to provide information also applies to the company's relationship to another group company and the consolidated financial statements as well circumstances regarding subsidiaries.
The annual report and the auditor's report, the statement by the auditor pursuant to Chapter 8, Section 54 of the Swedish Companies Act, the complete proposals of the board of directors in accordance with the above, and the board of directors' statement regarding the proposed dividend and acquisition of the company's own shares will be available at the company's office no later than on Thursday 21 march 2024 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.
The total number of shares and votes in the company on the date of issue of this notice was 157,236,949. All shares issued are ordinary shares. The company owns none of its own shares.
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Stockholm in March 2024 The Board of Directors of Avanza Bank Holding AB (publ)
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