Notice of the Annual General Meeting 2016

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 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.
For further information please contact:

Sofia Svavar, Head of Investor Relations
46 8 409 420 17
sofia.svavar@avanza.se