General meetings

11.04.2018

AS LHV Group
Registry code: 11098261
Location: Tartu mnt 2, Tallinn 10145

Notice on calling the annual general meeting of the shareholders

The Management Board of AS LHV Group (hereinafter the "Group") hereby calls the general meeting of the shareholders, to be held at 13:00 on 11 April 2018 (Tallinn time) at Hilton Hotel, "Ballroom" conference hall (Fr. R. Kreutzwaldi 23, Tallinn, second floor).

Registration of participants will start at the venue of the meeting at 12:00. Registration will end at 12:50. We kindly ask all shareholders and representatives to arrive in a timely manner, taking into account the time required for registration.

The list of shareholders entitled to participate at the general meeting will be established 7 (seven) days before the general meeting, i.e. as at 4 April 2018 COB of the settlement system.

For registration, we kindly ask participants to submit the following documents:

  1. shareholders who are natural persons are required to submit their identity document; representatives must also submit a valid written authorisation document;
  2. legal representatives of shareholders who are legal persons are required to submit their identity document; authorised representatives must also submit a valid written authorisation document; If the legal person has not been registered in the Estonian commercial register, we kindly request submission of a valid extract of the register in which the legal person has been registered and under which the representative is authorised to represent the shareholder (legal authorisation). The extract must be prepared in English or translated into English by a sworn translator or authority equivalent to a sworn translator, be verified by a notary, and bear the Apostille.

A shareholder must inform the Group of the appointment of a representative or withdrawal of the authorisation prior to the general meeting, by sending the corresponding digitally signed notice to the general meeting's e-mail address lhv@lhv.ee or by delivering the notice in a format which can be reproduced in writing to the Group's location at Tartu mnt 2, Tallinn 10145, first floor, on working days between 09:00 and 19:00. Should a shareholder wish to inform the Group of the appointment of a representative or withdrawal of the authorisation granted to a representative prior to the general meeting, the corresponding notice must have been delivered to and received by the Group at the latest by 23:59 on 9 April 2018. Rain Lõhmus, Chairman of the Supervisory Board of the Group, may be appointed as the authorised representative, if the shareholder so desires.

The authorisation document form is available for the shareholder on the Group's website at investor.lhv.ee.

Pursuant to the resolution adopted by the Group's Supervisory Board on 14 March 2018, the general meeting will have the following agenda, with the proposals of the Management Board and the Supervisory Board specified under the agenda items and with the Supervisory Board proposing to vote for all draft resolutions specified under the agenda items:

  1. Approval of the Annual Report 2017
    To approve the Annual Report 2017 of the Group, as presented to the general meeting.
  2. Profit allocation for 2017
    The profit attributable to the Group as the parent company of the consolidation group in the financial year 2017 amounts to EUR 14,500 thousand. To transfer EUR 980 thousand to the legal reserve. To approve the profit allocation proposal made by the Management Board and pay dividends in the net amount of 16 euro cents per share. The list of shareholders entitled to receive dividends will be established as at 26 April 2018 COB of the settlement system. Consequently, the day of change of the rights related to the shares (ex-dividend date) is set to 25 April 2018. From this day onwards, the person acquiring the shares will not have the right to receive dividends for the financial year 2017. Dividends shall be disbursed to the shareholders on 27 April 2018.
  3. Overview of the economic results for the first two months of 2018
    An overview provided by the Management Board to the shareholders on the economic results for the first two months of 2018.
  4. Overview of the business environment
    An overview provided by the Management Board on the business environment and the Group's five-year financial forecast.
  5. Appointment of the auditor for the financial year 2018/2019
    To appoint AS PricewaterhouseCoopers (registry code: 10142876) as the auditor for the financial year 2018/2019, and to establish the procedure for remuneration of the auditor in accordance with the contract to be entered into with the auditor.

Votes shall be cast by open ballot. All documents related to the annual general meeting of the Group (including the notice on calling the general meeting, the draft resolutions, the Group's Annual Report 2017, report on the activities of the Supervisory Board in 2017 and assessment of the Annual Report, and other documents to be submitted to the general meeting) will be made available to the shareholders on the Group's website investor.lhv.ee and at the Group's location at Tartu mnt 2, Tallinn 10145, first floor, during working days from 09:00 to 19:00 until (including) the day of the general meeting.

All shareholders shall have the right to receive from the Management Board information on the Group's activities at the general meeting. The Management Board may refuse to give information, if there is reason to presume that this may cause significant damage to the interests of the Group or the companies incorporated in the Group. Where the Management Board refuses to give information, a shareholder may demand that the legality of the shareholder's demand be decided by the general meeting or submit, within 2 (two) weeks after the refusal, a petition to a court in a proceeding on petition in order to obligate the Management Board to give information.

Any questions regarding the agenda items of the general meeting should be addressed to the Group's e-mail address lhv@lhv.ee until 23:59 on 9 April 2018.

Shareholders, whose shares represent at least 1/20 (one-twentieth) of the share capital of the Group, may demand the inclusion of additional items on the agenda of the annual general meeting, if the corresponding request is filed in writing at least 15 (fifteen) days prior to the general meeting, i.e. at the latest by 23:59 on 27 March 2018, at the e-mail address: lhv@lhv.ee or to the Group's location at Tartu mnt 2, Tallinn 10145.

Shareholders, whose shares represent at least 1/20 (one-twentieth) of the share capital of the Group, may submit to the Group in writing a draft resolution on each agenda item, by posting the draft to the e-mail address lhv@lhv.ee or to the Group's location at Tartu mnt 2, Tallinn 10145. The draft must be submitted in electronic form or by e-mail so that it would be delivered to and received by the Group no later than 3 (three) days before the general meeting, preferably by 23:59 on 9 April 2018 at the latest.

Yours sincerely

Madis Toomsalu
Member of the Management Board of AS LHV Group

 
 

29.03.2017

AS LHV Group
Registry code: 11098261
Location: Tartu mnt 2, Tallinn 10145

Notice on calling the annual general meeting of the shareholders

The Management Board of AS LHV Group (hereinafter the "Group") hereby calls the general meeting of the shareholders, to be held at 13:00 (Tallinn time) on 29 March 2017 at Hilton Hotel, "Ballroom" conference hall (Fr. R. Kreutzwaldi 23, Tallinn, second floor).

Registration of participants will start at the venue of the meeting at 12:00. Registration will end at 12:50. We kindly ask all shareholders and representatives to arrive in a timely manner, taking into account the time required for registration.

The list of shareholders entitled to participate at the general meeting will be established 7 (seven) days before the general meeting, i.e. as at 23:59 on 22 March 2017.

For registration, we kindly ask participants to submit the following documents:

  1. shareholders who are natural persons are required to submit their identity document; representatives must also submit a valid written authorisation document;
  2. legal representatives of shareholders who are legal persons are required to submit their identity document; authorised representatives must also submit a valid written authorisation document; If the legal person has not been registered in the Estonian commercial register, we kindly request submission of a valid extract of the register in which the legal person has been registered and under which the representative is authorised to represent the shareholder (legal authorisation). The extract must be prepared in English or translated into English by a sworn translator or authority equivalent to a sworn translator, be verified by a notary, and bear the Apostille.

A shareholder must inform the Group of the appointment of a representative or withdrawal of the authorisation prior to the general meeting, by sending the corresponding digitally signed notice to the general meeting's e-mail address lhv@lhv.ee or by delivering the notice in a format which can be reproduced in writing to the Group's location at Tartu mnt 2, Tallinn 10145, first floor, on working days between 09:00 and 19:00. Should a shareholder wish to inform the Group of the appointment of a representative or withdrawal of the authorisation granted to a representative prior to the general meeting, the corresponding notice must have been delivered to and received by the Group at the latest by 23:59 on 27 March 2017. Rain Lõhmus (personal identification code: 36612300228), Chairman of the Supervisory Board of the Group, may be appointed as the authorised representative, if the shareholder so desires.

The authorisation document form is available for the shareholder on the Group's website at investor.lhv.ee.

Pursuant to the resolution adopted by the Group's Supervisory Board on 22 February 2016, the general meeting will have the following agenda, with the proposals of the Management Board and the Supervisory Board specified under the agenda items and with the Supervisory Board proposing to vote for all draft resolutions specified under the agenda items:

  1. Approval of the Annual Report 2016
    To approve the Annual Report 2016 of the Group, as presented to the general meeting.
  2. Approval of the specification of the dividend policy
    To specify the wording of the dividend policy and to adopt the new wording of the dividend policy as presented to the general meeting.
  3. Profit allocation for 2016
    The profit attributable to the Group as the parent company of the consolidation group in the financial year 2016 amounts to EUR 17,815 thousand. To transfer EUR 891 thousand to the legal reserve. To approve the profit allocation proposal made by the Management Board and pay dividends in the net amount of 15 cents per share.
    The list of shareholders entitled to receive dividends wil be established 10 (ten) stock exchange days after the general meeting, i.e. at 23:59 on April 12. Dividends shall be disbursed to the shareholders on 14 April 2017 at the latest.
  4. Overview of the economic results for the first two months of 2017
    The overview provided by the Management Board to the shareholders on the economic results for the first two months of 2017.
  5. Approval of the amendment of the Articles of Association
    To amend the Articles of Association and to adopt the new wording of the Articles of Association as presented to the general meeting.
  6. Approval of the conditions of performance pay
    To prospectively increase the proportion of performance pay payable to the management and staff members of the Group and the Group's subsidiaries to 200% of the basic remuneration for all those currently subjected to the 100% limit (above all, managers of LHV Bank and LHV Asset Management and persons equivalent to the same) in accordance with the justification presented to the general meeting.
  7. Extension of the authorisation of the members of the Supervisory Board
    To extend the authorisation of the members of the Supervisory Board of the Group to 3 (three) years after the adoption of this resolution.

Votes shall be cast by open ballot. All documents related to the annual general meeting of the Group (including the notice on calling the general meeting, the draft resolutions, the dividend policy, the Group's Annual Report 2016, report on the activities of the Supervisory Board in 2016 and assessment of the Annual Report, the Articles of Association and other documents to be submitted to the general meeting) will be made available to the shareholders on the Group's website investor.lhv.ee and at the Group's location at Tartu mnt 2, Tallinn 10145, first floor, during working days from 09:00 to 19:00 until (including) the day of the general meeting.

All shareholders shall have the right to receive from the Management Board information on the Group's activities at the general meeting. The Management Board may refuse to give information, if there is reason to presume that this may cause significant damage to the interests of the Group or the companies incorporated in the Group. Where the Management Board refuses to give information, a shareholder may demand that the legality of the shareholder's demand be decided by the general meeting or submit, within 2 (two) weeks after the refusal, a petition to a court in a proceeding on petition in order to obligate the Management Board to give information.

Any questions regarding the agenda items of the general meeting should be addressed to the Group's e-mail address lhv@lhv.ee until 23:59 on 27 March 2017.

Shareholders, whose shares represent at least 1/20 (one-twentieth) of the share capital of the Group, may demand the inclusion of additional items on the agenda of the annual general meeting, if the corresponding request is filed in writing at least 15 (fifteen) days prior to the general meeting, i.e. at the latest by 23:59 on 14 March 2017, at the e-mail address: lhv@lhv.ee or to the Group's location at Tartu mnt 2, Tallinn 10145.

Shareholders, whose shares represent at least 1/20 (one-twentieth) of the share capital of the Group, may submit to the Group in writing a draft resolution on each agenda item, by posting the draft to the e-mail addresslhv@lhv.ee or to the Group's location at Tartu mnt 2, Tallinn 10145. The draft must be submitted in electronic form or by e-mail so that it would be delivered to and received by the Group no later than 3 (three) days before the general meeting, by 23:59 on 27 March 2017 at the latest.

Yours sincerely
Madis Toomsalu
Member of the Management Board of AS LHV Group

 
 

20.04.2016

AS LHV Group
Registry code: 11098261
Location: Tartu mnt 2, Tallinn 10145

Notice on calling the annual general meeting of the shareholders

The Management Board of AS LHV Group (hereinafter the "Group") hereby calls the general meeting of the shareholders, to be held at 13:00 (Tallinn time) on 20 April 2016 in Swissôtel, conference hall Ballroom 3 (Tornimäe 3, 10145 Tallinn, 6th floor).

Registration of participants will start at the venue of the meeting at 12:00. Registration will end at 12:50. We kindly ask all shareholders and representatives to arrive in a timely manner, taking into account the time required for registration. Lunch will be served during the period allocated for registration.

The list of shareholders entitled to participate at the general meeting will be established 7 (seven) days before the general meeting, i.e. as at 23:59 on 13 April 2016.

For registration, we kindly ask participants to submit the following documents:

  1. shareholders who are natural persons are required to submit their identity document; representatives must also submit a valid written authorisation document;
  2. legal representatives of shareholders who are legal persons are required to submit their identity document; authorised representatives must also submit a valid written authorisation document; If the legal person has not been registered in the Estonian commercial register, we kindly request submission of a valid extract of the register in which the legal person has been registered and under which the representative is authorised to represent the shareholder (legal authorisation).

A shareholder must inform the Group of the appointment of a representative or withdrawal of the authorisation prior to the general meeting, by sending the corresponding digitally signed notice to the general meeting's e-mail address lhv@lhv.ee or by delivering the notice in a format which can be reproduced in writing to the Group's location at Tartu mnt 2, Tallinn 10145, on working days between 09:00 and 19:00, on 1st floor. Should a shareholder wish to inform the Group of the appointment of a representative or withdrawal of the authorisation granted to a representative prior to the general meeting, the corresponding notice must have been delivered to and received by the Group at the latest by 23:59 on 17 April 2016. Rain Lõhmus (personal identification code: 36612300228), Chairman of the Supervisory Board of the Group, may be appointed as the authorised representative, if the shareholder so desires.

The authorisation document form is available for the shareholder on the Group's website at investor.lhv.ee.

Pursuant to the resolution adopted by the Group's Supervisory Board on 16 March 2016, the general meeting will have the following agenda, with the proposals of the Management Board and the Supervisory Board specified under the agenda items and with the Supervisory Board proposing to vote for all draft resolutions specified under the agenda items:

  1. Approval of the Annual Report 2015

    To approve the Annual Report 2015 of the Group, as presented to the general meeting.

  2. 1. Profit allocation for 2015

    The profit attributable to the Group as the parent company of the consolidation group in the financial year 2015 amounts to 13,706 thousand euros. To transfer 685 thousand euros to the legal reserve and the profit attributable to the parent company of the shareholder in the amount of 13,021 thousand euros to accumulated loss. Not to pay dividends.

  3. 1. Overview of the economic results for the first quarter of 2016

    The Management Board's overview of the Group's economic results for the first quarter of 2016 in accordance with section 287 of the Commercial Code.

  4. Conditional increase of share capital and listing of all shares of the Group on the Nasdaq Tallinn Stock Exchange Baltic Main List

    4.1. To conditionally increase the Group's share capital by 2,000,000 euros by way of issue of a maximum of 2,000,000 new ordinary shares, as a result of which the Group's share capital would conditionally amount to 25,356,005 euros, subject to the following conditions:

    1. the objective of the conditional increase of share capital – organisation of the public offering of shares and listing and admitting for trading of all shares of the Group on the Nasdaq Tallinn Stock Exchange Main List;
    2. the set of persons entitled to participate in the conditional increase of share capital – a public offering will be organised with respect to the new shares;
    3. the issue price of shares – the fixed price per ordinary share will be 6.95 euros, of which the nominal value of the share will amount to 1 euro and the share premium to 5.95 euros;
    4. the term for performing the subscription rights – the planned term for performing the subscription rights will commence on 2 May 2016 and end on 16 May 2016; however, depending on the dynamics of the public offering, the Management Board will have the right to change, extend or shorten the term for performing the subscription rights;
    5. the increase of the share capital and the issue of new shares will be decided by the Management Board in accordance with the resolution of the general meeting;
    6. monetary contributions will be made for the new shares;
    7. to rule out the possibility for the Group's shareholders to exercise the pre-emptive right of subscription upon the increase of the Group's share capital in accordance with this resolution.

4.2. To organise the public offering of the issued shares and the listing of all shares of the Group on the Nasdaq Tallinn Stock Exchange Baltic Main List, whilst the Group's shares may also be listed on the stock exchange, if the public offering fails or is cancelled, in part or in full.

  1. 1. Approval of the dividend policy
    To approve the Group's dividend policy, as presented to the general meeting.

All documents related to the annual general meeting of the Group (including the notice on calling the general meeting, the draft resolutions, the Group's Annual Report 2015, report on the activities of the Supervisory Board in 2015 and assessment of the Annual Report, the dividend policy and other documents to be submitted to the general meeting) will be made available to the shareholders on the Group's website investor.lhv.ee and at the Group's location at Tartu mnt 2, Tallinn 10145, 1st floor, during working days from 09:00 to 19:00 until (including) the day of the general meeting.

All shareholders shall have the right to receive from the Management Board information on the Group's activities at the general meeting. The Management Board may refuse to give information, if there is reason to presume that this may cause significant damage to the interests of the Group or the companies incorporated in the Group. Where the Management Board refuses to give information, a shareholder may demand that the legality of the shareholder's demand be decided by the general meeting or submit, within 2 (two) weeks after the refusal, a petition to a court in a proceeding on petition in order to obligate the Management Board to give information.

Any questions regarding the agenda items of the general meeting should be addressed to the Group's e-mail address lhv@lhv.ee until 23:59 on 17 April 2016.

Shareholders, whose shares represent at least 1/10 (one-tenth) of the share capital of the Group, may demand the inclusion of additional items on the agenda of the annual general meeting, if the corresponding request is filed in writing at least 15 (fifteen) days prior to the general meeting, i.e. at the latest by 23:59 on 5 April 2016, at the e-mail address: lhv@lhv.ee or to the Group's location at Tartu mnt 2, Tallinn 10145.

Shareholders, whose shares represent at least 1/10 (one-tenth) of the share capital of the Group, may submit to the Group in writing a draft resolution on each agenda item, by posting the draft to the e-mail address lhv@lhv.ee or to the Group's location at Tartu mnt 2, Tallinn 10145. The draft must be submitted in electronic form or by e-mail so that it would be delivered to and received by the Group no later than 3 (three) days before the general meeting, i.e. by 23:59 on 17 April 2016 at the latest.

Yours sincerely
Erkki Raasuke
Member of the Management Board of AS LHV Group

 
 

29.04.2015

AS LHV Group
Registry code: 11098261
Location: Tartu mnt 2, Tallinn 10145

Notice on calling the annual general meeting of the shareholders

The Management Board of AS LHV Group (hereinafter the "Group") hereby calls the general meeting of the shareholders, to be held at 13:00 (GMT+2) on 29 April 2015 in Swissôtel, conference hall Tornimäe II (Tornimäe 3, 10145 Tallinn).

Registration of participants will start at the venue of the meeting at 12:15. Registration will end at 12:50. We kindly ask all shareholders and representatives to arrive in a timely manner, taking due account of the time required for registration.

The list of shareholders entitled to participate at the general meeting will be established 7 (seven) days before the general meeting, i.e. as at 23:59 on 22 April 2015.

For registration, we kindly ask participants to submit the following documents:

  1. shareholders who are natural persons are required to submit their identity document; representatives must submit a written authorisation document;
  2. the representative of a shareholder who is a legal person must submit a valid extract of the register where the person has been registered and which provides the right of representation of the shareholder (legal representation) as well as the identity document; representatives who are not legal representatives must also submit the valid written authorisation document.

A shareholder must inform the Group of the appointment of a representative or withdrawal of the authorisation prior to the general meeting, by sending the corresponding digitally signed notice to the general meeting's e-mail address lhv@lhv.ee or by delivering the notice in a format which can be reproduced in writing to the Group's location at Tartu mnt 2, Tallinn 10145, between 09:00 and 17:00. Should a shareholder wish to inform the Group of the appointment of a representative or withdrawal of the authorisation granted to a representative prior to the general meeting, the corresponding notice must be delivered and received by the Group at the latest by 23:59 on 25 April 2015. Should a shareholder so desire, Rain Lõhmus (personal identification code: 36612300228), Chairman of the Supervisory Board of the Group, may be designated as an authorised representative.

The authorisation document form is available for the shareholder on the Group's website at www.lhv.ee/investorile.

Pursuant to the resolution adopted by the Group's Supervisory Board on 1 April 2015, the general meeting will have the following agenda, with the proposals of the Management Board and the Supervisory Board set forth under each agenda item:

  1. Profit allocation for 2013

    On 21 May 2014, the general meeting of the Group resolved to transfer the profit for the financial year 2013 attributable to the Group as the parent company of the consolidation group in the amount of 4,237 thousand euros to accumulated loss, and not to pay dividends. Hereby, to transfer 212 thousand euros to the legal reserve and the profit attributable to the parent company of the shareholder in the amount of 4,025 thousand euros to accumulated loss. Not to pay dividends.

  2. Approval of the Annual Report 2014

    To approve the Group's Annual Report 2014.

  3. Profit allocation for 2014

    The profit for the financial year 2014 attributable to the Group as the parent company of the consolidation group amounts to 9,203 thousand euros. To transfer 460 thousand euros to the legal reserve and the profit attributable to the parent company of the shareholder in the amount of 8,743 thousand euros to accumulated loss. Not to pay dividends.

  4. Overview of the economic results for the first quarter of 2015

    The Management Board's overview of the Group's economic results for the first quarter of 2015 in accordance with section 287 of the Commercial Code.

  5. Appointment of the auditor for the financial year 2015-2017

    To appoint AS PricewaterhouseCoopers (registry code: 10142876) as the auditor for the financial year 2015/2017, and to establish the procedure for remuneration of the auditor in accordance with the contract to be entered into with the auditor.

  6. Removal of a member of the Supervisory Board

    To remove Hannes Tamjärv (personal identification code: 36104010372) from the Supervisory Board as of the date of this resolution.

  7. Appointment of a member of the Supervisory Board

    To appoint Sten Tamkivi (personal identification code: 37803032724) as a new member of the Supervisory Board from the date of this resolution until 21 May 2017.

  8. Share option programme

    To adopt the share option programme of the Group and to grant the Management Board of the Group consent to the execution of the share option programme.

  9. Overview of the share option programme for 2014

    The Management Board's overview of the Group's share option programme for 2014 in accordance with section 287 of the Commercial Code.

All documents related to the annual general meeting of the Group (including the notice on calling the general meeting, the draft resolutions, the Group's Annual Report 2014, report on the activities of the Supervisory Board in 2014 and assessment of the Annual Report, the share option programme and other documents to be submitted to the general meeting) will be available to the shareholders on the Group's website www.lhv.ee/investorile and the Group's location at Tartu mnt 2, Tallinn 10145, 17th floor, during working days from 09:00 to 17:00.

All shareholders shall have the right to receive from the Management Board information on the Group's activities at the general meeting. The Management Board may refuse to give information, if there is reason to presume that this may cause significant damage to the interests of the Group or the companies incorporated in the Group. Where the Management Board refuses to give information, a shareholder may demand that the legality of the shareholder's demand be decided by the general meeting or submit, within 2 (two) weeks after the refusal, a petition to a court in a proceeding on petition in order to obligate the Management Board to give information.

Any questions regarding the agenda items of the general meeting should be addressed to the Group's e-mail address lhv@lhv.ee until 23:59 on 25 April 2015.

Shareholders, whose shares represent at least 1/10 (one-tenth) of the share capital of the Group may demand the inclusion of additional issues on the agenda of the annual general meeting, if the corresponding claim is filed in writing at least 15 (fifteen) days prior to the general meeting, i.e. at the latest by 23:59 on 14 April 2015, at the e-mail address: lhv@lhv.ee or to the Group's location at Tartu mnt 2, Tallinn 10145.

Shareholders, whose shares represent at least 1/10 (one-tenth) of the share capital of the Group, may submit to the Group in writing a draft resolution on each agenda item, by posting the draft to the e-mail address lhv@lhv.ee or to the Group's location at Tartu mnt 2, Tallinn 10145. The draft must be submitted in electronic form or by e-mail so that it would be delivered to and received by the Group no later than 3 (three) days before the general meeting, i.e. by 23:59 on 25 April 2015 at the latest.

Yours sincerely
Erkki Raasuke
Member of the Management Board of AS LHV Group

 
 

21.05.2014

AS LHV Group
Registry code: 11098261
Location: Tartu mnt 2, Tallinn 10145

Notice calling the annual general meeting of the shareholders

The Management Board of AS LHV Group (hereinafter the “Group”) calls the general meeting of the shareholders on 21 May 2014 at 13:00 (GMT+2) at the Tornimäe II conference hall of Swissôtel (Tornimäe 3, 10145 Tallinn).

Registration of participants will start at the venue of the meeting at 12:30. Registration will close at 13:00. We kindly ask all shareholders and their representatives to arrive in a timely manner, bearing in mind the time required for registration of the participants.

The set of shareholders entitled to participate at the general meeting will be determined 7 (seven) days prior to the general meeting, i.e. by 23:59 on 14 May 2014.

To register for the general meeting, please submit the following:

  1. Natural persons are required to submit their identity document; representatives must also provide a written authorisation document;
  2. Representatives of shareholders who are legal persons are required to submit a valid extract of the register where the person has been registered and under which the representative is authorised to represent the shareholder (legal authorization) as well as the representative’s identity document. Where the representative is not a legal representative, a written authorisation document must be provided.

A shareholder may inform the Group of the appointment of a representative or revocation of the authorisation of a representative prior to the general meeting, by sending the corresponding digitally signed notice to the e-mail address of the general meeting (lhv@lhv.ee) or by sending a notice, in a format which can be reproduced in writing, to Tartu mnt 2, Tallinn 10145 on working days from 9:00 to 17:00. Where a shareholder wishes to inform the Group of the appointment of a representative or revocation of the authorisation of a representative prior to the general meeting, the corresponding notices must be delivered and received by the Group at 23:59 on 17 May 2014 at the latest.

The template of the authorisation document, which a shareholder may use for the authorisation of a representative, is available on the Group’s website at www.lhv.ee/en/for-investors.

Pursuant to the resolution of the Supervisory Board of the Group on 30 April 2014, the general meeting will have the following agenda, with the proposals of the Management Board and Supervisory Board regarding the agenda items specified under each agenda item as follows:

  1. Approval of the Annual Report 2013

    To approve the Annual Report 2013 of the Group.

  2. Allocation of the profit of 2013

    To use 4,237 thousand euros of the profit attributable to the parent company of the consolidation group in the financial year 2013 for covering the accumulated loss. Not to pay dividends.

  3. Overview of the economic results for the first quarter of 2014

    The overview to be provided to the shareholders by the Management Board under section 287 of the Commercial Code regarding the economic results of the Group for the first quarter of 2014.

  4. Overview of developments in corporate governance in 2014

    The overview to be provided to the shareholders by the Management Board under section 287 of the Commercial Code regarding developments in corporate governance of the Group in 2014.

  5. Amendment of the Articles of Association

    To amend the Articles of Association and to approve the new wording of the Articles of Association.

  6. Removal of members of the Supervisory Board

    To remove the following members of the Supervisory Board:

    • Andres Viisemann
    • Tiina Mõis
    • Hannes Tamjärv
    • Heldur Meerits
    • Raivo Hein
    • Tauno Tats
  7. Appointment of members of the Supervisory Board

    To appoint the following members of the Supervisory Board:

    • Rain Lõhmus
    • Andres Viisemann
    • Tiina Mõis
    • Hannes Tamjärv
    • Heldur Meerits
    • Raivo Hein
    • Tauno Tats
  8. Remuneration of the members of the Supervisory Board

    To establish a remuneration for the members of the Supervisory Board in the amount of 500 euros per each meeting of the Supervisory Board where the member participates.

  9. Share option programme

    To approve the Group’s share option programme and to grant the Group’s Management Board consent to the implementation of the share option programme under the following conditions:

    • The purpose of the Group’s share options programme is to motivate the managements of the companies incorporated in the Group, and employees equivalent to them, so as to ensure sustainable corporate governance of the Group and companies incorporated in the Group, as well as improvement of the economic results.
    • The complete list of individuals entitled to participate in the Group’s share option programme will be determined and the corresponding documents established by the Group’s Supervisory Board on the basis of these terms and conditions.
    • Share options will be issued for a period of three years.
    • Share options will be issued in the total amount of 654,000 euros.
    • The pricing of the share options will be based on the Black-Scholes model, using the market price of the underlying assets of the options of 3.5 euros per share, volatility of 20%, risk-free interest rate of 1% and a purchase price of 2 euros per share. The price of the share option will be 1.575353 euros per share.
    • Share options will be issued for a total of 415,145 shares.
    • As at the moment of the issue of the share options, the Group has a total of 19,202,669 shares. The extra 415,145 shares will conditionally increase the number of shares to 19,617,814, reducing shareholder participation by 2.12%.
    • A person entitled to participate in the share option programme will not have the right to exchange, transfer, pledge or encumber the share options.
    • Share options can be inherited.
    • The share option agreement will become null and void upon premature termination of the employment contract on the employee’s own initiative, subject to any exceptions made by the Group’s Supervisory Board, as well as premature termination of the employment contract for reason arising from employee in accordance with section 88 of the Employment Contracts Act.
    • Pursuant to subsection 572 (7) of the Credit Institutions Act, the Supervisory Board of the Group may reduce the number of share options issued or cancel the share options, if:
      • the general economic performance of the company has deteriorated to a significant extent as compared to the previous period;
      • a management board member or a member of staff of the company does not meet the performance criteria;
      • the company does not meet the prudential ratios or the risks of the company are not adequately covered with own funds, or
      • determination of the performance pay was based on information which was inaccurate or incorrect to a material extent.
  10. Raising of the share capital

10.1. To raise the share capital of the Group on the following conditions:

  • The purpose of the increase in share capital is to raise an extra 14,700,000 euros for the development and expansion of the activities of the companies incorporated in the Group.
  • Share capital will be raised by 3,500,000 euros - from 19,202,669 euros to 22,702,669 euros – through monetary contributions, by issuing 3,500,000 new shares, subject to the terms and conditions stipulated in clause 10.2 of this notice.
  • Shares will be issued with a share premium. The shares to be issued will have a nominal value of 1 euro per share, and a subscription price of 4.2 euros per share – i.e. a share premium of 3.2 euros per share.
  • Shares can be subscribed from 9 June 2014 to 16 June 2014, 12:00. Current shareholders will have the right of pre-emption with regard to the subscription of shares until 12:00 on 16 June 2014. Payment for the shares must be made at the latest by 12:00 on 19 June 2014 to the Group’s account No. EE677700771000205956.
  • If all shares are not subscribed, the Management Board must be granted the right to cancel the shares which were not subscribed during the subscription period within 15 days after the end of the subscription period.

10.2. Conditional size of the share capital:

  • With the resolution of the general meeting of 20 November 2012, subordinated convertible bonds were issued, with the conditional share capital thus raised by 1,500,000 euros to 20,081,638 euros.
  • With the resolution of the general meeting of 6 June 2013, the Group’s share capital was raised by 187,693 euros to 18,769,331 euros. An extra 433,338 euros worth of conditional capital was converted, with the Group’s share capital thus raised to 19,202,669 euros and the conditional capital to 20,269,331 euros.
  • Upon the increase of the share capital subject to clause 11.1 of this notice, the Group’s share capital and conditional capital may be changed, as a result of potential conversion and subscription of new shares, subject to the resolutions of the Management Board of the Group.

Shareholders will have the opportunity, until (and including) the day of the general meeting, to review the documents of the annual general meeting of the Group (including the notice calling the general meeting, the draft resolutions, Annual Report 2013 of the Group, report on the activities of the Supervisory Board and assessment of the Annual Report, the draft Articles of Association and other documents to be submitted to the general meeting) on the Group’s website at www.lhv.ee/en/for-investors/ and at the Group’s location at Tartu mnt 2, Tallinn 10145, 17th floor on working days from 9:00 to 17:00.

Shareholders have the right to request from the Management Board information on the Group’s activities. The Management Board may refuse to provide information, if there is reason to believe that this may cause significant damage to the interests of the Group or the companies incorporated in the Group. Where the Management Board refuses to provide information, the shareholder may ask the general meeting to decide on the lawfulness of the request, or to initiate, within two weeks, proceedings on petition with the aim of obliging the Management Board to provide the information.

Questions regarding items on the agenda of the annual general meeting may be submitted to the Group’s e-mail address lhv@lhv.ee until 23:59 on 17 May 2014.

Shareholders whose shares represent at least 1/10 (one-tenth) of the Group’s share capital, may demand the inclusion of additional items on the agenda of the annual general meeting, if the corresponding request is filed in writing at least 15 (fifteen) days before the general meeting – i.e. at the latest by 23:59 on 5 May 2014, at the e-mail address lhv@lhv.ee or the Group’s location at Tartu mnt 2, Tallinn 10145.

Shareholders whose shares represent at least 1/10 (one-tenth) of the Group’s share capital may submit to the group a draft resolution on each item on the agenda, by sending the corresponding draft in writing to the e-mail address lhv@lhv.ee or to the Group’s location at Tartu mnt 2, Tallinn 10145. The draft must be delivered in electronic form or by post in such a way that the Group can receive the draft no later than 3 (three) days before the general meeting – i.e. at the latest by 23:59 on 17 May 2014.

Yours sincerely
Erkki Raasuke
Member of the Management Board of AS LHV Group