LHV is the largest
domestic
capital provider
in Estonia

At the Annual General Meeting of AS LHV Group (hereinafter LHV Group) shareholders held on 30 March 2022, the resolution, with effective date 30 June 2022, to amend the Articles of Association and change the nominal value of LHV Group shares (LHV1T) from 1 euro to 0.1 euro was adopted. The new Articles of Association shall enter into force as of the entry in the Commercial Registry presumably on 1 July 2022. The shares with the new nominal value will be assigned a new ISIN EE3100102203.

The change in the nominal value of LHV Group’s shares does not entail a change in the size of the share capital. As a result of the change in the nominal value of a share, the number of LHV Group’s existing shares will change. Considering that the nominal value of shares will be 0.1 euro according to the new Articles of Association, the number of LHV Group’s shares will be increased tenfold.

LHV Group will close the list of shareholders, whose shares will go through the reduction of nominal value on 1 July 2022 at the end of the working day of the settlement system. Consequently, the ex-date of the change in rights connected to the shares is 30 June 2022. From that date onwards the transactions with LHV Group shares will be settled using the new nominal value and the new ISIN.

Additional information and important dates:

Yesterday, on 1 June 2022, the public share offering of LHV Group in the form of rights issue was concluded. All in all 11,694 investors participated in the subscription, subscribing in total EUR 43.6 million worth to the offered new shares.

LHV Group offered investors 694,444 new ordinary shares with the option to increase the number of the offer shares to up to 972,222. The subscription period commenced on 18 May 2022, at 10.00 and concluded on 1 June 2022, at 16.00. The price of one offer share was EUR 36, of which EUR 1 was the nominal value and EUR 35 was the share premium.

Due to over-subscription, the Supervisory Board of LHV Group exercised its right to increase the volume of the offering to the maximum allowable extent, whereas the share capital of LHV Group is increased by EUR 972,222 and 972,222 new ordinary shares with the nominal value of EUR 1 will be issued and allocated within the offering. As a result of issuing new shares, the new nominal amount of share capital of LHV Group will be EUR 31,542,453 after registering the increase of the share capital in the Estonian Commercial Register.

In accordance with the Secondary Offering, Listing and Admission to Trading Prospectus registered by the Estonian Financial Supervision and Resolution Authority on 16 May 2022 (the Prospectus), the Supervisory Board of LHV Group resolved the outcome of the offering, emission size and the allocation of the offer shares pursuant to the following principles:

• all pre-emptive subscription rights and subscription orders of the same subscriber were summed up;
• in case the investor subscribed to the offer shares through a nominee account and the holder of the nominee account had disclosed information requested in the Prospectus to the registrar of the Estonian Register of Securities (ERS) and LHV Group, each such investor subscribing via a nominee account was considered as an independent investor during the allocation process (the nominee account holder is responsible for the allocation of the offer shares to the investor);
• all subscribers who owned, on 1 June 2022, as at the end of the business day of the Nasdaq CSD settlement system (Day of Fixation), the same number of pre-emptive subscription rights as the number of offer shares that they subscribed to, were allocated the offer shares that they subscribed to in full (Guaranteed Allocation);
• within the Guaranteed Allocation, to 10,386 investors 563,194 offer shares were allocated, which constitutes 57.9% of the total offer volume;
• all of the 6,319 subscribers who subscribed to more offer shares than they had pre-emptive subscription rights as at the Day of Fixation, were allocated the offer shares proportionally to the number of offer shares subscribed to (as far as was mathematically possible), but not more than the number of offered shares the person subscribed to (Additional Allocation);
• within the Additional Allocation, the minimum threshold of 100 offer shares subscribed to was set, below which corresponding subscription undertakings were fulfilled in full amount. Subscriptions exceeding this treashold were fulfilled to the extent of 50.7%;
• within the Additional Allocation, 409,028 offer shares were allocated considering the above, which constitutes 42.1% of the total offer volume;
• the remaining subscription undertakings to 239,857 offer shares, which could not be allocated within the Guaranteed Distribution and Additional Distribution in accordance with the above principles and which exceeded the maximum number of ordinary shares to be issued under the offer, i.e., 972,222, were cancelled.

"Confidence in LHV's plans and activities is strong. Our offering was oversubscribed 1.75 times. It is gratifying that the emission turned out to be attractive to both existing and new investors. We had taken into account that the subscription period would take place in a tense environment and against the background of declining stock markets. I would like to thank investors for their trust - all in all, this is a worthwhile result that will allow LHV to capitalize the new bank to be established in the UK and also increase the group's capital buffers," Madis Toomsalu, CEO of LHV Group commented.

New shares are expected to be transferred to the securities accounts of investors on or about 3 June 2022 (during the settlement, new shares will bear a temporary ISIN code). New shares will be listed and trading with these on the main list of the Nasdaq Tallinn Stock Exchange is expected to commence on or about 14 June 2022, after increasing of the share capital of LHV has been registered in the Estonian Commercial Register and ERS.

LHV Group is the largest domestic financial group and capital provider in Estonia. LHV Group’s key subsidiaries are LHV Pank, LHV Varahaldus, and LHV Kindlustus. The Group employs more than 740 people. As of April, LHV’s banking services are being used by 342,000 clients, the pension funds managed by LHV have 135,000 active clients, and LHV Kindlustus provides insurance protection to a total of 148,000 clients. LHV’s UK branch offers banking infrastructure to 200 international financial services companies, via which LHV’s payment services reach clients around the world.