Notice of Annual General Meeting

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.
 3. Acquisitions may be made at a price per share within the price interval
obtaining on the exchange at the time of the acquisition.
 4. Acquisitions shall be made in accordance with the listing agreement in force
at that time.
 5. The authorisation may be only exercised during the period up to the date of
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 being made in order to determine the
terms of staff stock option programmes.

Determination of the nomination procedure, item 19

The Nomination Committee proposes that the principles of the nomination
procedure remain unchanged. It is further proposed that these principles apply
until further notice. The import of the principles is as follows:

 1. The Nomination Committee shall comprise one representative for each of the
four biggest shareholders, together with the Chairman of the Board of the
company. The names of the Nomination Committee members 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 ownership structure known immediately
before the announcement. The Nomination Committee’s mandate period lasts until
such time as a new Nomination Committee has been appointed. The Chairman of the
Nomination Committee shall be the member who represents the biggest shareholder,
unless otherwise agreed by the Nomination Committee.
 2. If an owner who is represented on the Nomination Committee ceases to be one
of the four biggest owners after the announcement, that owner’s representative
shall make their place on the Committee available and shareholders who are now
one of the four biggest shareholders in the company shall be offered places on
the company’s Nomination Committee. Marginal changes do not, however, have to be
taken into account. Owners who appoint representatives to the Nomination
Committee are entitled to remove such representatives from office and appoint
new representatives. Changes to the makeup of the Nomination Committee shall be
made public.
 3. The Nomination Committee shall draw up proposals on the following issues for
resolution at the Annual General Meeting:
a)   nomination of a Chairman of the Meeting,
b)   nominations to the Board of Directors,
c)   nomination of a Chairman of the Board,
d)   proposals regarding Directors’ fees, broken down between the Chairman and
other Members of the Board, together with any remuneration for Committee work,
e)   nominations of auditors,
f)    proposals regarding the fees payable to the company’s auditors, and
g)   any proposals regarding changes to procedure for the appointment of the
Nomination Committee.
 4. The company shall be liable for reasonable costs deemed necessary by the
Nomination Committee in enabling the Nomination Committee to fulfil its mandate.

Resolution regarding guidelines for remuneration to the company management, item
20

The term, group management, refers to the Managing Director and an additional
six people who hold senior executive positions within the Group. Under the terms
of the Board’s proposal, which corresponds to remuneration principles in
previous years, the group management’s salary shall comprise a fixed salary and
performance-related pay. The performance-related pay shall be payable for
performances that exceed those normally expected. Members of the group
management have, via arm’s length transactions, acquired warrants in accordance
with the staff stock option programme approved by the Annual General Meeting
held on 14 April 2011. The total remuneration package for members of the group
management shall be competitive.

Provision of documents

The annual account documents, the audit report in accordance with the provisions
of chapt. 8, §54 of the Swedish Companies Act, the Board’s full proposals as
presented above, and the Board’s statement with regard to the proposed dividend
and proposal that the Board be authorised to acquire the company’s own shares,
will be made available at the company’s offices no later than from Tuesday, 8
April 2014 and will be sent out to those shareholders who have notified the
company that they wish to receive such information from the company. All of
these documents will also, as of the same date, be available on the company’s
website, www.avanza.se.

Details of the number of shares and votes and of the company’s holdings of its
own shares

The total number of shares and votes in the company on the date of issue for
this convening notice was 28,873,747. All shares issued are ordinary shares. The
company has bought back none of its own shares.

Shareholders’ right to request information

The Board of Directors and the Managing Director shall, if so requested by any
shareholder and if, in the opinion of the Board, it may be done without causing
material damage to the company, supply details at the Annual General Meeting of
circumstances that may impact the appraisal of an item on the agenda and of
circumstances that may impact the evaluation of the bank’s financial position.
This duty of disclosure also includes the relationship between the company and
other Group companies, the consolidated accounts, and any circumstances as
referred to in the first sentence of this section with regard to subsidiary
companies.

Stockholm, March 2014

The Board of Directors of Avanza Bank Holding AB (publ.)
Avanza Bank is an Internet bank founded in 1999. The Parent Company, Avanza Bank
Holding AB (publ), is listed on the Stockholm Stock Exchange. Avanza Bank’s
vision is that as a customer you will have more money in your pocket than if you
banked with other banks or institutions. The services include, amongst other
things, saving in shares, funds, savings accounts and a strong pension offering.
Avanza Bank has more than 325,000 customers and more than SEK 120 billion in
savings capital. This is equivalent to just over 2 percent of the Swedish
savings market. Avanza Bank is the largest in terms of the number of
transactions of Swedish banks on the Stockholm Stock Exchange. During the last
four years Avanza Bank has won SKI’s (Swedish Quality Index) award, “Year’s Most
Satisfied Savings Customers”. For more information visit: www.avanzabank.se