General meetings
20.03.2024
Agenda
1. Annual Report 2023
2. Profit Distribution for Financial Year 2023
3. Dividend Policy
4. Financial Results of First Two Months of 2024
5. 5-Year Financial Forecast
6. Recall of Supervisory Board Member
7. Appointment of Supervisory Board Member
NOTICE ON CALLING THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS
The Management Board of AS LHV Group (hereinafter LHV Group) hereby calls the general meeting of the shareholders (hereinafter the General Meeting), to be held on 20 March 2024 starting at 13:00 (Estonian time) at Hilton Tallinn Park Hotel (Fr. R Kreutzwaldi 23, Tallinn).
The list of shareholders entitled to participate in the General Meeting will be determined as of 7 (seven) days before the General Meeting, i.e., as at 13 March 2024 EOD of Nasdaq CSD settlement system.
Pursuant to the resolution adopted by LHV Group’s Supervisory Board on 21 February 2024, the agenda of the General Meeting will be following, and the proposals of the Management Board and the Supervisory Board in regard to the agenda items are specified by each agenda item as follows, whereas the Supervisory Board has proposed to vote in favour of all draft resolutions specified under the agenda items.
Annual Report 2023
Approve LHV Group's Annual Report for 2023 as presented to the General Meeting.Profit Distribution for Financial Year 2023
The profit attributable to LHV Group as the parent company of the consolidation group in the financial year 2023 amounts to EUR 140,938 thousand. Transfer EUR 0 to the legal reserve. Approve the profit distribution proposal made by the Management Board and pay dividends in the net amount of 13 euro cents per share. The list of shareholders entitled to receive dividends will be established as of 5 April 2024 EOD of the Nasdaq CSD settlement system. Consequently, the day of change of the rights related to the shares (ex-dividend date) is set to 4 April 2024. From this day onwards, persons acquiring the shares will not have the right to receive dividends for the financial year 2023. Dividends shall be disbursed to the shareholders on 12 April 2024.Dividend Policy
Considering the Dividend Policy serves as a guiding document for the Management Board to formulate dividend payment proposals, and acknowledging the technical refinements in its recent wording to uphold the principle of distributing 25% of LHV Group's pre-tax profit to shareholders, affirm the Supervisory Board's authority to establish the Dividend Policy and instruct the Management Board to ensure that shareholders are subsequently informed about significant future amendments to the Dividend Policy.Financial Results of First Two Months of 2024
An overview of the economic results of LHV Group for the first two months of 2024.5-Year Financial Forecast
An overview of the five-year financial forecast of LHV Group.Recall of Supervisory Board Member
Recall Sten Tamkivi (personal identification code: 37803032724) from the Supervisory Board of LHV Group, effective immediately upon the adoption of this resolution.Appointment of Supervisory Board Member
Appoint Liisi Znatokov (personal identification code: 48311040338), as new member of the Supervisory Board of LHV Group, with the term commencing immediately upon the adoption of this resolution and continuing for three years, i.e., from 20 March 2024 until 20 March 2027.
The registration of the participants of the General Meeting will take place on the day of the meeting, 20 March 2024, between 12:00 and 12:45. The organizers of the General Meeting have the right not to consider later requests for registration and participation in the General Meeting. Registration of participation ensures the exercise of shareholder's rights during the General Meeting, including electronic voting for draft resolutions on the agenda of the General Meeting.
Shareholders who cannot or do not wish to take part in the General Meeting can vote on the draft resolutions on the agenda of the General Meeting before the General Meeting (hereinafter pre-voting) in the period from the publication of the notice on calling the General Meeting (i.e., from 27 February 2024) until 17:00 on 18 March 2024, whereas the simplified pre-voting via the website https://vote.lhv.ee/ (hereinafter meeting website) will be opened at 10:00 on 15 March 2024. A shareholder who has pre-voted is considered to be participating in the General Meeting, and the votes represented by the shares that shareholder holds are accounted as part of the General Meeting quorum.
Pre-voting under simplified procedure and registering participation and electronic voting during the General Meeting takes place through the meeting website. Shareholders who cannot or do not wish to participate in the pre-voting or register their presence electronically, will be allowed to register and vote at the meeting venue, as long as they arrive at the venue with sufficient time for registration. It is possible to pre-vote on the draft resolutions on the agenda of the General Meeting using the pre-voting ballots, which are available on LHV Group's website https://investor.lhv.ee/en/ (hereinafter investor website).
Shareholders whose rights are exercised by a representative at the General Meeting, must ensure that before the General Meeting takes place, the document(s) proving their right of representation are presented in writing to LHV Group’s e-mail address group@lhv.ee or on working days between 9 to 17 to LHV Group's address Tartu mnt 2, Tallinn 10145, 1st floor no later than 17:00 on 19 March 2024. All documents submitted in a foreign language must be in English or translated into English by a sworn translator or an official equivalent to a sworn translator, certified and legalized or apostilled, unless otherwise provided by legal acts in force. LHV Group must also be informed of the withdrawal of the given authorization by the same deadline. LHV Group asks to take into account that shareholder's rights can be exercised via the meeting website by a person who has the right of sole representation of the shareholder. Holders of nominee accounts who wish to vote on a draft resolution in a proportion other than the total number of votes belonging to the respective shareholder, i.e., to distribute the votes belonging to the respective shareholder on the draft resolution between several predetermined options, will have the opportunity to do so on the meeting website. Such proportional voting is also possible with the pre-voting ballots published on the investor website.
In the counting the votes given by pre-voting and electronic voting during the General Meeting, only votes that followed the procedure for pre-voting and electronic participation will be counted. The procedure can be found on the investor website.
Shareholders can remotely watch the General Meeting's live stream and participate in discussions through the website https://investor.lhv.ee/uldkoosolek/. Access to the live stream does not require authentication or registration. Instructions for watching the broadcast and submitting questions can be found on the investor website.
Up to and including the day of the General Meeting, shareholders have the option of examining all documents submitted to General Meeting (including the notice on calling the General Meeting, draft resolutions, LHV Group's annual report for 2023, including the independent auditor's report, proposal for the profit distribution, the remuneration report, the Supervisory Board's report on its activities and assessment of the 2023 annual report and the resume of the new planned Supervisory Board member Liisi Znatokov) on the investor webpage. The procedure for pre-voting and electronic participation, instructions for watching the video broadcast, pre-voting ballots, and authorizations for appointing a representative at the General Meeting can also be found on the same page.
Before the General Meeting, shareholders can ask questions about the agenda items of the General Meeting by email group@lhv.ee, provided that the questions are received by LHV Group at least 1 (one) working day before the General Meeting, no later than 13:00 on 19 March 2024.
At the General Meeting, shareholders have the right to receive information from the Management Board, to request that additional items be included on the agenda, and to submit draft resolutions in regard to each agenda item. In regard to the procedure and term for exercising these rights, LHV Group proceeds from the provisions of section 287, subsections 293 (2) and 2931 (4) of the Commercial Code and requests that the corresponding applications be sent by e-mail to group@lhv.ee or to LHV Group’s location at Tartu mnt 2, Tallinn 10145.
Within 7 (seven) days of the General Meeting, the minutes of the General Meeting will be made available to shareholders on the investor website.
Sincerely,
Madis Toomsalu
Chairman of the Management Board of AS LHV Group
Documents
- Consolidated Annual Report 2023 (PDF)
- Consolidated Annual Report 2023 (ESEF format)
- Supervisory Board Report 2023
- Dividend Policy
- Liisi Znatokov CV
- Power of Attorney Template (natural person)
- Power of Attorney Template (legal person)
- Procedure of Pre-Voting and Electronic Participation
- Instructions for Watching Video Broadcast
- Information on the Processing of Personal Data of Shareholders
- Pre-Voting Ballot
Minutes
22.03.2023
Agenda
1. Annual Report 2022
2. Profit Distribution for 2022
3. Remuneration Principles
4. Overview of Economic Results for First Two Months of 2023
5. Overview of 5-Year Financial Forecast
6. Extension of Mandates of Supervisory Board Members
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 (hereinafter the general meeting), to be held on 22 March 2023 starting at 13:00 (Estonian time) at Hilton Tallinn Park Hotel (Fr. R Kreutzwaldi 23, Tallinn).
The list of shareholders entitled to participate in the general meeting will be determined as of 7 (seven) days before the general meeting, i.e., as at 15 March 2023 COB of Nasdaq CSD settlement system.
The registration of the participants of the general meeting will take place on the day of the meeting, 22 March 2023, between 12:00 and 12:50. The organizers of the general meeting have the right not to consider later requests for registration and participation in the general meeting. Registration of participation ensures the exercise of shareholder's rights during the general meeting, including electronic voting for draft resolutions on the agenda of the general meeting.
Pursuant to the resolution adopted by the Group’s Supervisory Board on 15 February 2023, the agenda of the general meeting will be following, and the proposals of the Management Board and the Supervisory Board in regard to the agenda items are specified by each agenda item as follows, whereas the Supervisory Board has proposed to vote in favour of all draft resolutions specified under the agenda items.
Annual Report 2022
Approve the Group's Annual Report for 2022 as presented to the general meeting.Profit Distribution for 2022
The profit attributable to the Group as the parent company of the consolidation group in the financial year 2022 amounts to EUR 58,319 thousand. Transfer EUR 0 to the legal reserve. Approve the profit distribution proposal made by the Management Board and pay dividends in the net amount of 4 euro cents per share. The list of shareholders entitled to receive dividends will be established as of 5 April 2023 COB of the Nasdaq CSD settlement system. Consequently, the day of change of the rights related to the shares (ex-dividend date) is set to 4 April 2023. From this day onwards, persons acquiring the shares will not have the right to receive dividends for the financial year 2022. Dividends shall be disbursed to the shareholders on 12 April 2023.Remuneration Principles
Approve the Remuneration Principles of the Group as presented to the general meeting.Overview of Economic Results for First Two Months of 2023
An overview provided by the Management Board to the shareholders on the economic results for the first two months of 2023.Overview of 5-Year Financial Forecast
An overview provided by the Management Board to the shareholders on the Group's five-year financial forecast.Extension of Mandates of Supervisory Board Members
Extend the term of office of the members of the Group’s Supervisory Board Rain Lõhmus, Andres Viisemann, Tiina Mõis, Heldur Meerits, Raivo Hein and Tauno Tats for a period of 3 (three) years and the term of office of the member of the Supervisory Board Sten Tamkivi for a period of 1 (one) year from the expiry of their current term of office.
Shareholders who cannot or do not wish to take part in the general meeting can vote on the draft resolutions on the agenda of the general meeting before the general meeting (hereinafter pre-voting) in the period from the publication of the notice on calling the annual general meeting (i.e., from 28 February 2023) until 17:00 on 21 March 2023, whereas the simplified pre-voting via the website https://vote.lhv.ee/ (hereinafter meeting website) will be opened at 13:00 on 17 March 2023. A shareholder who has pre-voted is considered to be participating in the general meeting, and the votes represented by the shares that shareholder holds are accounted as part of the general meeting quorum.
Pre-voting under simplified procedure and registering participation and electronic voting during the general meeting takes place through the meeting website. Shareholders who cannot or do not wish to participate in the pre-voting or register their presence electronically, will be allowed to register and vote at the meeting venue, as long as they arrive at the venue with sufficient time for registration. It is possible to pre-vote on the draft resolutions on the agenda of the general meeting using the pre-voting ballots, which are available on the Group's website https://investor.lhv.ee/en/ (hereinafter investor website).
Shareholders whose rights are exercised by a representative at the general meeting, must ensure that before the general meeting takes place, the document(s) proving their right of representation are presented in writing to the Group’s e-mail address group@lhv.ee or on working days between 9 to 18 to the Group's address Tartu mnt 2, Tallinn 10145, 1st floor no later than 17:00 on 20 March 2023. All documents submitted in a foreign language must be in English or translated into English by a sworn translator or an official equivalent to a sworn translator, certified and legalized or apostilled, unless otherwise provided by legal acts in force. The Group must also be informed of the withdrawal of the given authorization by the same deadline. The Group asks to take into account that shareholder's rights can be exercised via the meeting website by a person who has the right of sole representation of the shareholder. Holders of nominee accounts who wish to vote on a draft resolution in a proportion other than the total number of votes belonging to the respective shareholder, i.e., to distribute the votes belonging to the respective shareholder on the draft resolution between several predetermined options, will have the opportunity to do so on the meeting website. Such proportional voting is also possible with the pre-voting ballots published on the investor website.
In the counting the votes given by pre-voting and electronic voting during the general meeting, only ballots that followed the procedure for pre-voting and electronic participation will be counted. The procedure can be found on the investor website.
Shareholders taking part in the general meeting electronically, shareholders pre-voted and/or the representatives of either will be provided with the option of watching the meeting by video broadcast on the website https://investor.lhv.ee/uldkoosolek/. Access is based on the e-mail address that the shareholder has provided to the Group in connection with the general meeting, above all for pre-voting or electronic participation via the meeting website or in an authorization provided to the Group. Instructions for watching the video broadcast can be found on the investor website.
Up to and including the day of the general meeting, shareholders have the option of examining all documents submitted to the Group's general meeting (including the notice on calling the general meeting, draft resolutions, the Group's annual report for 2022, including the independent auditor's report, proposal for the profit distribution, the remuneration report, the Supervisory Board's report on its activities and assessment of the 2022 annual report and remuneration principles) on the investor webpage. The procedure for pre-voting and electronic participation, instructions for watching the video broadcast, pre-voting ballots, and authorizations for appointing a representative at the general meeting can also be found on the same page.
Before the general meeting, shareholders can ask questions about the agenda items of the general meeting by email group@lhv.ee, provided that the questions are received by the Group at least 1 (one) working day before the general meeting, no later than 13:00 on 21 March 2023.
At the general meeting, shareholders have the right to receive information from the Management Board, to request that additional items be included on the agenda, and to submit draft resolutions in regard to each agenda item. In regard to the procedure and term for exercising these rights, the Group proceeds from the provisions of section 287, subsections 293 (2) and 2931 (4) of the Commercial Code and requests that the corresponding applications be sent by e-mail to group@lhv.ee or to the Group’s location at Tartu mnt 2, Tallinn 10145.
Within 7 (seven) days of the general meeting, the minutes of the general meeting will be made available to shareholders on the investor website.
Sincerely,
Madis Toomsalu
Chairman of the Management Board of AS LHV Group
Documents
- Consolidated Annual Report 2022 (PDF)
- Consolidated Annual Report 2022 (ESEF format)
- Supervisory Board Report 2022
- Remuneration Principles
- Power of Attorney Template (natural person)
- Power of Attorney Template (legal person)
- Procedure of Pre-Voting and Electronic Participation
- Instructions for Watching Video Broadcast
- Pre-Voting Ballot
Minutes
30.03.2022
Agenda
1. Annual Report 2021
2. Profit Allocation for 2021
3. Remuneration Report 2021
4. Remuneration Principles
5. Overview of Economic Results for the First Two Months of 2022
6. Approval of Transaction and Related Increase of Share Capital
7. Amendments to Articles of Association I
8. Amendments to Articles of Association II and Reduction of Nominal Value of Share
9. Auditor for Financial Year 2023
10. Auditor for Financial Years 2024–2028
AS LHV Group
Registry code: 11098261
Address: 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 30 March 2022 (Estonian time) at Hilton Tallinn Park Hotel, (Fr. R. Kreutzwaldi 23, Tallinn).
The list of shareholders who are entitled to participate in the general meeting will be determined as of 7 (seven) days before the general meeting, i.e., as at 23 March 2022 COB of Nasdaq CSD settlement system.
Registration of participants will start at the venue of the meeting at 12:00. Registration will end at 12:45. We kindly ask all shareholders and representatives to arrive as early as possible, taking into account the time required for registration.
Besides ordinary in-person voting, it is also possible to vote electronically on draft resolutions on the general meeting agenda, either using the voting ballot found on the Group website at https://investor.lhv.ee/, or, provided that certain conditions are met, via AS LHV Pank’s internet bank. Depending on the voting method chosen, the voting ballot must be emailed to the Group at group@lhv.ee or sent via internet bank by no later than 17:00 on 29 March 2022 (Estonian time) Holders of nominee accounts and shareholders who want to vote in regard to one draft resolution in a different proportion than the total number of votes held by the relevant shareholder, in other words, to distribute the votes belonging to said shareholder between more than one of the options provided, must send their votes electronically using the voting ballot available on the Group website at https://investor.lhv.ee/. In counting votes sent in electronically, only voting ballots that followed the electronic voting procedure posted on the Group website at https://investor.lhv.ee/ will be counted.
For registration for the general meeting, we kindly ask participants to submit the following documents:
- shareholders who are natural persons are required to submit their identity document; representatives must also submit a valid written authorisation document or other document proving right of representation;
- 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 from the register in which the legal person has been registered and under which the representative is authorised to represent the shareholder (legal right of representation). The extract must be prepared in English or translated into English by a sworn translator or official equivalent to a sworn translator, be verified by a notary, and be legalized or bear an apostille, unless set forth otherwise in an international agreement.
A shareholder must inform the Group of the appointment of a representative or withdrawal of the authorisation prior to the general meeting, by sending a corresponding digitally signed notice to the general meeting's e-mail address group@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, ground floor, on working days between 09:00 and 18:00, before 17:00 on 29 March 2022 (Estonian time). The authorisation document template, which the shareholder can use to authorise a representative, can be accessed by shareholders on the Group's website at https://investor.lhv.ee. If the shareholder has added their email address to the authorisation document, they will be allowed to watch the videocast of the meeting at https://investor.lhv.ee/uldkoosolek/ on the basis of the same email address. If so desired, chairman of the Group Supervisory Board Rain Lõhmus may be specified as the authorised representative.
Pursuant to the resolutions adopted by the Group's Supervisory Board on 16 February 2022 and 3 March 2022, the general meeting will have the following agenda, and the proposals of the Management Board and the Supervisory Board in regard to the agenda items are specified by each agenda item as follows, whereas the Supervisory Board has proposed to vote in favour of all draft resolutions specified under the agenda items.
Annual Report 2021
To approve the Group’s 2021 annual report in the form in which it was presented to the general meeting.Profit Allocation for 2021
The profit attributable to the Group as the parent company of the consolidation group in the financial year 2021 amounts to EUR 58,309 thousand. To transfer EUR 0 to the legal reserve. To approve the profit allocation proposal made by the Management Board and pay dividends in the net amount of 40 euro cents per share. The list of shareholders entitled to receive dividends will be established as at 14 April 2022 COB of the settlement system. Consequently, the day of change of the rights related to the shares (ex-dividend date) is set to 13 April 2022. From this day onwards, persons acquiring the shares will not have the right to receive dividends for the financial year 2021. Dividends shall be disbursed to the shareholders on 20 April 2022.Remuneration Report 2021
To approve the Group’s 2021 remuneration report in the form in which it was presented to the general meeting.Remuneration Principles
To approve the Group’s remuneration principles in the form in which they were presented to the general meeting.Overview of Economic Results for the First Two Months of 2022
An overview provided by the Management Board to the shareholders on the economic results for the first two months of 2022.Approval of Transaction and Related Increase of Share Capital
To approve the contract of purchase and sale of shares signed by the Group (as the buyer) and by Luna Peak OÜ, Prudenta OÜ, OÜ Neoinvesteeringud, OÜ Diani EP, Gracile Holding OÜ, HKN OÜ, OÜ UPsale, Leetberg OÜ, Greenlights OÜ and John Francis McAndrew (as the sellers) signed on 2 March 2022, whereunder the Group acquires a 100% share in EveryPay AS (registry code 12280690) for EUR 8,000,000, simultaneously issuing 195,121 ordinary shares in the Group at a price of 41 euros in conformity with the other conditions set forth in the contract of purchase and sale of shares referred to (hereinafter “Planned Transaction”). In essence, the Planned Transaction is a share exchange transaction.To increase the Group’s share capital through the issue of new ordinary shares for the purpose of completing the Planned Transaction on the following conditions:
- To issue 195,121 ordinary shares with a nominal value of 1 euro and to increase the share capital by 195.121 euros, as a result of which the new share capital will total 30,059,288 euros. The shares will be issued with a premium amounting to 40 euros.
- The right of pre-emption of Group shareholders to subscribe to new shares is excluded and the right of subscription to the shares shall be granted to EveryPay AS (registry code 12280690) shareholders – i.e. the sellers – as follows:
- Luna Peak OÜ has the right to subscribe 15,435 ordinary shares in the Group at a nominal value of 1 euro and share premium of 40 euros (total subscription price 632,835 euros).
- Prudenta OÜ has the right to subscribe 37,386 ordinary shares in the Group at a nominal value of 1 euro and share premium of 40 euros (total subscription price 1,532,826 euros).
- OÜ Neoinvesteeringud has the right to subscribe 39,211 ordinary shares in the Group at a nominal value of 1 euro and share premium of 40 euros (total subscription price 1,607,651 euros).
- OÜ Diani EP has the right to subscribe 29,311 ordinary shares in the Group at a nominal value of 1 euro and share premium of 40 euros (total subscription price 1,201,751 euros).
- Gracile Holding OÜ has the right to subscribe 15,591 ordinary shares in the Group at a nominal value of 1 euro and share premium of 40 euros (total subscription price 639,231 euros).
- HKNOÜ OÜ has the right to subscribe 13,236 ordinary shares in the Group at a nominal value of 1 euro and share premium of 40 euros (total subscription price 542,676 euros).
- OÜ Upsale has the right to subscribe 9,355 ordinary shares in the Group at a nominal value of 1 euro and share premium of 40 euros (total subscription price 383,555 euros).
- Leetberg OÜ has the right to subscribe 6,231 ordinary shares in the Group at a nominal value of 1 euro and share premium of 40 euros (total subscription price 255,471 euros).
- Greenlights OÜ has the right to subscribe 54 ordinary shares in the Group at a nominal value of 1 euro and share premium of 40 euros (total subscription price 2,214 euros).
- John Francis McAndrew has the right to subscribe 29,311 ordinary shares in the Group at a nominal value of 1 euro and share premium of 40 euros (total subscription price 1,201,751 euros).
- The subscription to the shares takes place by way of monetary contributions to the Group’s bank account within 5 working days of adoption of this resolution.
- The new shares issued will provide the right to dividends starting from the financial year started 1 January 2022.
Amendments to Articles of Association I
Amend the Group’s Articles of Association as follows:- to supplement clause 4.1.5 and establish it in the following wording:
“4.1.5. The Supervisory Board has set up the Audit Committee, Nomination Committee and Remuneration Committee and has established the relevant rules of procedure.”; - to supplement clause 4.1.6 and establish it in the following wording:
“4.1.6 The Supervisory Board shall have the right, during the period of 3 (three) years from the moment of entry into force of this wording of the Articles of Association, to increase the share capital by way of contributions as follows:- in 2022, by up to 6 (six) per cent in total of the size of share capital valid at the moment of making the decision to increase the capital;
- in both years, in 2023 and in 2024, once a year by up to 2 (two) per cent of the size of the share capital valid at the time of the resolution to increase share capital”;
- to add to the Estonian-language text a parallel translation into English and a new clause, 8.3, in the following wording:
“8.3. Should there be any contradiction between the conditions in the Estonian version and the English version, the Estonian version shall prevail.”
and to approve the Group’s Articles of Association with the abovementioned amendments as of the General Meeting.
- to supplement clause 4.1.5 and establish it in the following wording:
Amendments to Articles of Association II and Reduction of Nominal Value of Share
Amend clause 2.2.1 of the Group’s Articles of Association and establish it in the following wording:- „2.2.1. Aktsiakapital on jagatud 0,1 (null koma ühe) eurose, s.o 10 (kümne) eurosendise nimiväärtusega nimelisteks aktsiateks.“ (Estonian-language text),
- “2.2.1. The share capital has been divided into registered shares with a nominal value of 0.1 (zero point one) euro, i.e., 10 (ten) eurocents.“ (English-language text),
and approve the Group’s Articles of Association with the abovementioned amendments.
To reduce the nominal value of each of the Group’s existing shares on the following conditions:
- To reduce the nominal value of the Group share by 0.9 (zero point nine) euros, including 90 (ninety) euro cents, as a result of which the new nominal value of one ordinary share in the Group is 0.1 (zero point one) euro, i.e., 10 (ten) euro cents;
- The change in the nominal value of the Group share will not result in a change in the size of the Group’s share capital, i.e., the amount of the Group’s share capital after the reduction in the nominal value will be the euro amount of the share capital entered into the Commercial Register at the time of the registration of the reduction of the nominal value of share.
- As a result of the change in the share’s nominal value, the number of the Group’s existing shares will change. Prior to the change in the nominal value of the share, the Group’s shares were entered into the Commercial Register pursuant to the size of the share capital at the time of the registration of the reduction in nominal value on the consideration that the share capital has been divided into one (1) euro nominal value shares. Following the change in the nominal value of the share, the Group’s shares will be entered into the Commercial Register at the time of the registration of the reduction in nominal value pursuant to the size of share capital on the consideration that the share capital has been divided into 0.1 (zero point one) euro, i.e., 10 (ten) euro cent nominal value shares.
The resolutions set forth in this agenda item enter into force on 30 June 2022.
Auditor for Financial Year 2023
To appoint KPMG Baltics OÜ (registry code 10096082) as the auditor of the Group (including Group consolidation group companies, not including LHV UK Ltd), and give the Group’s Management Board the right to extend the agreement entered into with the relevant auditor, including determining the remuneration procedure for the auditor.Give the Group Management Board the right, at its discretion, to decide on the appointment of auditor for the financial year 2023, for entering into a corresponding agreement with the auditor and performing all of the necessary related procedures. To accept the fact that another auditor than the auditor who was appointed the Group’s auditor for the financial year may be appointed as auditor of the 2023 annual report of LHV UK Ltd.
Auditor for Financial Years 2024–2028
To appoint AS PricewaterhouseCoopers (registry code 10142876) as the auditor of the annual reports for 2024 to 2028 of the Group (including companies in the Group’s consolidation group, not including LHV UK Ltd), determine the remuneration procedure for the auditor pursuant to agreement concluded with the auditor and give the Group’s Management Board the right to conclude the relevant agreement.Give the Group Management Board the right, at its discretion, to decide on the appointment of auditor(s) for the financial years 2024–2028 for the Group subsidiary LHV UK Ltd., the period to be audited and appointment of auditor(s), determining the remuneration procedure and entering into all relevant procedures. To accept the fact that (an)other auditor(s) than the auditor who was appointed the Group’s auditor may be appointed as auditor of LHV UK Ltd’s annual reports for 2024–2028
Shareholders who do not wish to take part in the meeting physically, including those who voted electronically, whose submitted ballots pass technical inspection and are taken into account in counting the votes, as well as shareholders who designated a representative at the general meeting, will be provided with the option of watching the meeting by video link on the website https://investor.lhv.ee/uldkoosolek/. On the day of the General Meeting before the start of the General Meeting, the Group will send entitled persons instructions for watching the videocast. The instructions are also in the electronic voting procedure, which can be read on the Group’s website https://investor.lhv.ee/.
Up to and including the day of the general meeting, shareholders have the option of examining all documents submitted to the Group’s annual general meeting (including the notice on calling the meeting, draft resolutions, the Group’s annual report for 2021, the Supervisory Board's report on its activities in 2021 and its assessment of the annual report, remuneration report, remuneration principles, new wordings of the articles of association) on the Group’s website https://investor.lhv.ee/. Additional data subject to disclosure in regard to the Planned Transaction were published as a stock market press release on 4 March 2022 via the Nasdaq Tallinn Stock Exchange information system at https://nasdaqbaltic.com/.
Before the general meeting, shareholders can ask questions about the meeting agenda items by email at group@lhv.ee, provided the questions are received by the Group at least 1 (one) working day before the meeting – not later than 9:00 on 29 March 2022.
At the general meeting, shareholders have the right to receive information from the Management Board, request that additional questions be included on the agenda, and submit a draft resolution in regard to each agenda item. In regard to the procedure and term for exercising these rights, the Group proceeds from the provisions of section 287, subsection 293 (2) and 2931 (4) of the Commercial Code and asks that the relevant applications be sent by email to group@lhv.ee or to the Group’s location Tartu mnt 2, Tallinn 10145.
Within 7 (seven) days of the general meeting, the minutes of the general meeting will be made available on the Group website https://investor.lhv.ee/.
Sincerely,
Madis Toomsalu
Management Board Member, AS LHV Group
Documents
- Consolidated Annual Report 2021 (PDF)
- Consolidated Annual Report 2021 (ESEF format)
- Supervisory Board Report 2021
- Remuneration Report 2021
- Remuneration Principles
- Articles of Association Amendment I
- Articles of Association Amendment II
- Power of Attorney Template (natural person)
- Power of Attorney Template (legal person)
- Procedure of Electronic Voting
- Voting Ballot
Minutes
23.08.2021
Agenda
1. Overview of the economic results for the first seven months of 2021
2. Overview of the 2021 financial plan
3. Raising of the share capital
AS LHV Group
Registry code: 11098261
Address: Tartu mnt 2 Tallinn 10145
NOTICE ON THE CALLING OF A SPECIAL GENERAL MEETING OF SHAREHOLDERS
The Management Board of AS LHV Group (hereinafter: the Group) is calling a special general meeting of shareholders, set to take place on 23 August 2021 at 13:00 (Tallinn time) in the Hilton Tallinn Park hotel (Fr.R. Kreutzwaldi 23, Tallinn).
Registration of meeting participants will begin at 12:00 at the location of the meeting. Registration ends at 12:45. We ask that shareholders and their representatives arrive as early as possible, taking into consideration the time required for participants to register.
It is also possible to vote electronically on the draft in the agenda of the general meeting, in which case the shareholders not wishing to participate at the meeting in person will be granted the opportunity to watch the meeting via video broadcast at the website investor.lhv.ee/uldkoosolek. It is possible to vote electronically using the voting ballot available at the website of the Group investor.lhv.ee, or via the Internet bank of LHV Pank if certain prerequisites are fulfilled. Depending on the method of voting, the voting ballot must be sent to the e-mail address group@lhv.ee or submitted to the Group via the Internet bank on 20 August 2021 by 17:00 (Tallinn time) at the latest. In the counting of votes, only voting ballots that have followed the electronic voting procedure, which can be viewed at the website of the Group investor.lhv.ee, shall be taken into account. The same procedure also includes instructions for watching the broadcast.
The list of shareholders entitled to participate in the special general meeting of shareholders shall be determined 7 (seven) days before the General Meeting is held, i.e., on 16 August 2021, as at the end of the business day for the Nasdaq CSD settlement system.
We kindly ask that the following be presented when registering for the General Meeting:
- a personal identification document for a shareholder who is a natural person; representatives must also submit a valid written authorisation document or other document certifying the right of representation;
- a personal identification document for the legal representative of a shareholder who is a legal entity; in addition to a valid written authorisation document for the authorised representative. In the event that the legal entity is not registered in the Estonian commercial register, we ask that a valid extract from a corresponding register be submitted, in which the legal person is registered and from which the right of the representative to represent the shareholder (right of representation arising from law) arises. The extract must be in English or translated into English by a sworn translator or an official equivalent to a sworn translator, confirmed and legalised or certified by an apostille, unless otherwise provided by an international agreement.
Prior to the special general meeting taking place, a shareholder must notify the Group regarding the appointment of a representative or the revocation of the authorisation granted to a representative, sending a digitally signed notice to this effect to the e-mail address group@lhv.ee or by delivering a notice that can be reproduced in writing, on working days between the hours of 9 to 18, to the Group’s registered office at Tartu mnt 2, Tallinn 10145, Ground Floor; if possible, by 17:00 on 19 August 2021 (Tallinn time) at the latest. The authorisation form, which the Shareholder may use to authorise the representative, is available on the Group’s website investor.lhv.ee. If so desired, Rain Lõhmus, Chairman of the Supervisory Board of the Group, may be designated as the authorised representative.
In accordance with the 30 July 2021 decision of the Group’s Supervisory Board, the agenda for the General Meeting is as follows, and the proposal of the Management Board and Supervisory Board regarding the agenda item is the following, whereas the Supervisory Board has made the proposal to vote in favour of the draft decision:
Overview of economic results for the first seven months of 2021
An overview, provided by the Management Board to the shareholders, regarding the Group’s economic results for the first seven months of 2021.Overview of the 2021 financial plan
An overview provided by the Management Board regarding the financial plan for 2021.Raising of the share capital
To increase the Group’s share capital by EUR 25,340,000 through the issuing of new ordinary shares under the following terms and conditions:- to issue 905,000 ordinary shares with a nominal value of EUR 1, as a result of which the new amount of share capital will be EUR 30,023,873;
- the shares will be issued with a share premium. Each share requires the payment of the nominal value, which is EUR 1, and the share premium with a lower limit of EUR 27, with it being possible for the Supervisory Board to assign a higher share premium by the start of share subscription, at the latest;
- only the Group’s shareholders who have the right of pre-emption for new shares for a period of two weeks as of the start of the subscription period for shares are allowed to participate in the subscription of new shares. The circle of individuals (shareholders) entitled to use the right of pre-emption shall be determined as at the close of business for the Nasdaq CSD securities settlement system on 8 September 2021;
- The Group’s shareholders, who have been entered in the list of shareholders as at the fixing date, shall each be granted 1 (one) right of pre-emption for every existing 33 (thirty-three) shares. The subscription to each new share requires 1 (one) right of pre-emption. If the number of shares in the possession of the shareholder does not grant them the right to subscribe to a whole number of shares, the number of subscribed shares shall be rounded to the nearest mathematical whole number, whereas fractions under one shall be rounded to one. The specific principles for the distribution of shares shall be established before the beginning of the offer in the upcoming prospectus for public offering, listing and admission to trading (hereinafter: the Prospectus);
- trading with the rights of pre-emption shall take place pursuant to the procedure provided in the Prospectus, in the period from 15 September 2021 to 27 September 2021;
- new shares shall be distributed exclusively amongst individuals holding rights of pre-emption as at the close of business for the Nasdaq CSD securities settlement system on 29 September 2021.
- subscription to new shares and payment for these shall take place pursuant to the procedure provided in the Prospectus, in the period from 15 September 2021 to 29 September 2021;
- new shares shall be distributed in accordance with their subscription orders, but not more than the number of the respective individual’s pre-emptive rights to subscribe to shares. In the case of an amount that exceeds the quantity indicated, the shares shall be divided in proportion to the pre-emptive rights belonging to subscribers (but not in excess of the number of shares subscribed to by the corresponding individual);
- if it becomes apparent that share subscription exceeds the number of shares being offered under the current decision, then the number of shares subscribed for shall be divided proportionally between subscribers based on the pre-emptive rights belonging to the subscribers. In the event that the subscribed shares are not divided exactly between subscribers, the Group’s Supervisory Board shall make the final decision on the division of subscribed shares between subscribers. The Group’s Supervisory Board decides on the cancellation of oversubscribed shares. In the event that all of the new shares have not been fully subscribed by the term specified in the decision, the Group’s Management Board shall have the right to extend the subscription period or cancel any shares that have not been subscribed during the subscription period. The specific rules governing the division of new shares are prescribed in the Prospectus;
- newly issued shares will provide the right to a dividend starting from the 2021 financial year.
Until the day of the General Meeting (incl.), a shareholder shall have the right to review all documents related to the special general meeting of the Group on the Group’s website investor.lhv.ee.
A shareholder is able to ask questions about items in the agenda of the meeting before the special general meeting via the Group’s e-mail address group@lhv.ee in a way that these are received by the Group at least 2 (two) working days before the General Meeting is held, no later than on 18 August 2021 at 9:00.
At the special general meeting, a shareholder is entitled to receive information from the Management Board, demand the introduction of additional items into the agenda, and to submit a draft decision on an item in the agenda. Regarding the procedure and deadline for exercising the rights, the Group is guided by the provisions of § 287, subsections 293 (2) and 2931 (4) of the Commercial Code, and asks to send the relevant applications to the e-mail address group@lhv.ee or the Group’s registered address at Tartu mnt 2, Tallinn 10145.
Sincerely
Madis Toomsalu
Member of the Management Board of AS LHV Group
24.03.2021
Agenda
- Approval of the Annual Report 2020
- Profit allocation for 2020
- Overview of the economic results for the first two months of 2021
- Overview on the business environment and the five-year financial forecast
AS LHV Group
Registry code: 11098261
Address: 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 24 March 2021 (Tallinn time) at Hilton Tallinn Park 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 12:45. We kindly ask all shareholders and representatives to arrive in a timely manner, taking into account the time required for registration.
The Management Board of the Group confirms appropriate measures will be taken on the site of the meeting to minimize the possibility of spreading the coronavirus in order to protect the participants of the special general meeting, incl. hand sanitizers and personal protective equipment are provided on site of the meeting. The measures to be taken will be updated if needed according to the overall situation and possible societal restrictions at the time of the meeting. Regardless, in order to prevent the spread of COVID-19, the Management Board of the Group requests to prefer voting on the items on the agenda of the general meeting using electronic means prior to the meeting and not to physically participate in the meeting and to watch the general meeting by video transmission.
In order to vote using electronic means the shareholders are to fill in a voting ballot, which is available on the Group’s website investor.lhv.ee. The filled in voting ballot must be signed digitally and sent to the e-mail address group@lhv.ee by not later than on 23 March 2021 at 09:00. The procedure of the electronic voting can be found in more detail on the Group’s website investor.lhv.ee.
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 17 March 2021 COB of Nasdaq CSD.
For registration, we kindly ask participants to submit the following documents:
- shareholders who are natural persons are required to submit their identity document; representa-tives must also submit a valid written authorisation document;
- 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 group@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 least 3 (three) days before the general meeting, not later than on 22 March 2021 at 09:00. 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 17 February 2021, 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:
Approval of the Annual Report 2020
To approve the Annual Report 2020 of the Group, as presented to the general meeting.Profit allocation for 2020
The profit attributable to the Group as the parent company of the consolidation group in the financial year 2020 amounts to EUR 37,950 thousand. To transfer EUR 0 to the legal reserve. To approve the profit allocation proposal made by the Management Board and pay dividends in the net amount of 29 euro cents per share. The list of shareholders entitled to receive dividends will be established as at 07 April 2021 COB. Consequently, the day of change of the rights related to the shares (ex-dividend date) is set to 06 April 2021. From this day onwards, the person acquiring the shares will not have the right to receive dividends for the financial year 2020. Dividends shall be disbursed to the shareholders on 09 April 2021.Overview of the economic results for the first two months of 2021
An overview provided by the Management Board to the shareholders on the economic results for the first two months of 2021.Overview on the business environment and the five-year financial forecast
An overview provided by the Management Board on the business environment and the Group's five-year financial forecast.
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 2020, report on the activities of the Supervisory Board in 2020 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 group@lhv.ee so that the question would be received by the Group at least 3 (three) days before the general meeting, not later than on 22 March 2021 at 09:00.
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, not later than on 10 March 2021 at 23:59, at the e-mail address group@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 group@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 not later than 3 (three) days before the general meeting, not later than on 22 March 2021 at 09:00.
Yours sincerely
Madis Toomsalu
Member of the Management Board of AS LHV Group
13.03.2020
Agenda
1. Approval of the Annual Report 2019
2. Profit allocation for 2019
3. Overview of the economic results for the first two months of 2020
4. Overview on the business environment and the five-year financial forecast
5. Approval of the option programme 2020-2024
6. Approval of the conditions of performance pay
7. Approval of the amendment of the Articles of Association
8. Extension of the authorisation of the members of the Supervisory Board
AS LHV Group
Registry code: 11098261
Address: 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 13 March 2020 (Tallinn time) at Hilton Tallinn Park 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 6 March 2020 COB of Nasdaq CSD.
For registration, we kindly ask participants to submit the following documents:
- shareholders who are natural persons are required to submit their identity document; representatives must also submit a valid written authorisation document;
- 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 least 3 (three) days before the general meeting, i.e. by 23:59 on 10 March 2020. 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 19 February 2020, 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:
Approval of the Annual Report 2019
To approve the Annual Report 2019 of the Group, as presented to the general meeting.Profit allocation for 2019
The profit attributable to the Group as the parent company of the consolidation group in the financial year 2019 amounts to EUR 19,525 thousand. To transfer EUR 0 to the legal reserve. To approve the profit allocation proposal made by the Management Board and pay dividends in the net amount of 19 euro cents per share. The list of shareholders entitled to receive dividends will be established as at 27 March 2020 COB. Consequently, the day of change of the rights related to the shares (ex-dividend date) is set to 26 March 2020. From this day onwards, the person acquiring the shares will not have the right to receive dividends for the financial year 2019. Dividends shall be disbursed to the shareholders on 31 March 2020.Overview of the economic results for the first two months of 2020
An overview provided by the Management Board to the shareholders on the economic results for the first two months of 2020.Overview on the business environment and the five-year financial forecast
An overview provided by the Management Board on the business environment and the Group's five-year financial forecast.Approval of the option programme 2020-2024
To adopt the Group's share option programme as presented to the general meeting, and to grant the Group's Supervisory Board consent to the execution of the share option programme.Approval of the conditions of performance pay
As of 1 January 2021, to prospectively raise for the next five (5) years, i.e. for the period of the option programme, the percentage of performance pay payable to the management members and equivalent staff of the Group and group companies to 200% of their basic salary in accordance with the rationale presented to the general meeting.Approval of the amendment of the Articles of Association
To amend the Group's Articles of Association and to adopt the new wording of the Articles of Association as presented to the general meeting.Extension of the authorisation of the members of the Supervisory Board
To extend the authorisation of the members of the Group's Supervisory Board to 3 (three) years after their current term of office.
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 2019, report on the activities of the Supervisory Board in 2019 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 10 March 2020.
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 February 2020, 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 10 March 2020 at the latest.
Yours sincerely
Madis Toomsalu
Member of the Management Board of AS LHV Group
21.08.2019
Agenda
1. Overview of economic performance for the first seven months of 2019
2. Overview of the long-term financial forecast
3. Raising of the share capital
AS LHV Group
Registrikood: 11098261
Asukoht: Tartu mnt 2, Tallinn 10145
Notice on calling the special general meeting of the shareholders
The Management Board of AS LHV Group (hereinafter Group) is calling a special general meeting of shareholders, set to take place on 21 August 2019 starting at 13:00 (Tallinn time) in the ‘Ballroom I’ conference hall of the Hilton Tallinn Park hotel (Fr.R. Kreutzwaldi 23, Tallinn, 2nd floor).
Registration of meeting participants will begin at 12.00 at the location of the meeting. Registration ends at 12.50. We ask that shareholders and their representatives arrive as early as possible, taking into consideration the time required for participants to register.
The list of shareholders entitled to participate in the special general meeting of shareholders shall be determined 7 (seven) days before the general meeting is held, i.e. 14 August 2019, as at the end of the business day for the Nasdaq CSD settlement system.
We ask that the following be presented when registering for the general meeting:
- a personal identification document for a shareholder who is a natural person; in addition to a valid written authorisation document;
- a personal identification document for the legal representative of a shareholder who is a legal entity; in addition to a valid written authorisation document for the authorised representative. In the event that the legal entity is not registered in the Estonian commercial register, we ask that a valid extract from a corresponding register be submitted, in which the legal person is registered and from which the right of the representative to represent the shareholder (right of representation arising from law) arises. The extract must be in English or translated into English by a sworn translator or official equivalent to a sworn translator, confirmed and legalised or certified by an apostille, unless otherwise provided by an international agreement.
Prior to the special general meeting taking place, the Shareholder must notify the Group regarding the appointment of a representative or the revocation of the authorisation granted to a representative, sending a digitally signed notice to this effect to the e-mail address lhv@lhv.ee or by delivering a notice that can be reproduced in writing, on working days between the hours of 09:00 to 19:00, to the Group’s registered office at Tartu mnt 2, Tallinn 10145, Ground Floor. If the Shareholder wishes to notify the Group’s representatives, prior to the general meeting taking place, regarding the appointment of a representative or the revocation of the authorisation issued to the representative, such notices must have been received by the Group by 23.59 on 16 August 2019, at the latest. If so desired, Rain Lõhmus, Chairman of the Supervisory Board of the Group, may be designated as the authorised representative.
The authorisation form, which the Shareholder may use to authorise the representative, is available on the Group’s website (investor.lhv.ee)(https://investor.lhv.ee/en/).**
In accordance with the 26 July 2019 decision of the Group’s Supervisory Board, the agenda for the general meeting is as follows and the proposal of the Management Board and Supervisory Board regarding the agenda item is the following, whereas the Supervisory Board has made the proposal to vote in favour of the draft decision:
Overview of economic performance for the first seven months of 2019
An overview, provided by the Management Board to the shareholders, regarding the Group’s economic performance for the first seven months of 2019.Overview of the long-term financial forecast
Management’s overview of the Group’s adjusted long-term financial forecast.Raising of the share capital
To increase the Group’s share capital by EUR 2,200,000 through the issuing of new ordinary shares under the following terms and conditions:i. to issue EUR 2,200,000 in ordinary shares with a nominal value of EUR 1, as a result of which the new amount of share capital will be EUR 28,454,079;
ii. the shares will be issued with a share premium. The nominal value must be paid for each share, which is EUR 1, and the lower limit of the share premium is EUR 10.50, with it being possible for the Supervisory Board to assign a higher share premium by the start of share subscription, at the latest;
iii. The Group’s shareholders have the right of pre-emption for new shares for a period of two weeks as of the start of the subscription period for shares. A circle of individuals (shareholders) entitled to use the right of pre-emption shall be determined as at the close of business for the Nasdaq CSD securities settlement system on 4 September 2019;
iv. The Group’s shareholders, who have been entered in the list of shareholders as at the fixed day, shall each be granted 1 (one) right of pre-emption for every existing 12 shares. The subscription to each new share requires 1 (one) right of pre-emption. If the number of shares in the possession of the shareholder does not grant them the right to subscribe to a whole number of shares, the number of subscribed shares shall be rounded to the nearest mathematical whole number, whereas fractions under one shall be rounded to one;
v. the trading period for rights of subscription for shares – 11 September 2019 until 23 September 2019, whereas the terms and conditions for trading with rights of subscription for shares are set forth in the Prospectus;
vi. new shares shall be distributed exclusively amongst individuals holding subscription rights as at the close of business for the Nasdaq CSD securities settlement system on 25 September 2019;
vii. subscription and payment for new shares shall take place in accordance with the procedure set forth in the public offer prospectus and listing particulars published prior to the start of the tender, during the period 11 September 2019 – 25 September 2019;
viii. new shares shall be distributed in accordance with their subscription orders, but not more than the corresponding individual’s pre-emptive right to subscribe to shares. In the case of an amount that exceeds the quantity indicated, the shares shall be divided in proportion to the pre-emptive rights belonging to subscribers (but not in excess of the number of shares subscribed for by the corresponding individual);
ix. if it appears that share subscription exceeds the number of shares being offered under the current decision, then the number of shares subscribed for shall be divided proportionally between subscribers based on the pre-emptive rights belonging to the subscribers. In the event that the subscribed shares are not divided exactly between subscribers, the Group’s Supervisory Board shall make the final decision on the division of subscribed shares between subscribers. The Group’s Supervisory Board decides on the cancellation of oversubscribed shares. In the event that all of the new shares have not been fully subscribed by the term specified in the decision, the Group’s Management Board shall have the right to extend the subscription period or cancel any shares that have not been subscribed for during the subscription period. The specific rules governing the allocation of new shares are prescribed in the Prospectus;
x. newly issued shares will provide the right to a dividend starting in the 2019 financial year.
Shareholders have until the date on which the general meeting takes place (included) to review all of the documents (including the notice calling together the general meeting, drafts of the resolutions, the Group’s 2018 Annual Report, overview of the Group’s economic activities for the current year) associated with the Group’s special general meeting, and found on the Group’s website (investor.lhv.ee)[https://investor.lhv.ee/en/] and at the Group’s registered office at Tartu mnt 2, Tallinn 10145, Ground Floor, on working days from 09.00 to 19.00.
Shareholders have the right to receive information from the Management Board at the general meeting regarding the activities of the Group. The Management Board may refuse to provide information if there is reason to believe that it may result in significant damage to the interests of the Group or companies that are a part of the group. In the event that the Management Board refuses to provide information, the shareholder may demand that the legality of the shareholder's demand be decided by the meeting of shareholders or to submit, within two weeks after receiving the refusal of the management board, a petition to a court in order to obligate the Management Board to give information.
Any questions regarding the agenda for the special general meeting can be submitted to the Group at the e-mail address lhv@lhv.ee until 23.59 on 16 August 2019.
Shareholders whose shares represent at least 1/20 (one-twentieth) of the Group’s share capital may demand the inclusion of additional issues on the agenda of the general meeting if the respective demand has been submitted in writing no later than 15 (fifteen) days before the general meeting is held, i.e. at the latest by 23.59 on 06 August 2019, to the e-mail address lhv@lhv.ee or the Group’s registered office at Tartu mnt 2, Tallinn 10145.
Shareholders whose shares represent at least 1/20 (one-twentieth) of the Group’s share capital may submit a draft of the resolution in respect to each item on the agenda, sending the corresponding draft, in writing, to the e-mail address lhv@lhv.ee or the Group’s seat at Tartu mnt 2, Tallinn 10145. The draft must arrive electronically or via regular mail in such a manner that it has been received by the Group at least 3 (three) days prior to the general meeting taking place, by 23.59 on 16 August 2019.
Lugupidamisega
Madis Toomsalu
AS LHV Group juhatuse liige
13.03.2019
Agenda
1. Approval of the Annual Report 2018
2. Profit allocation for 2018
3. Overview of the economic results for the first two months of 2019
4. Overview of the business environment and the five-year financial forecast
5. Appointment of the auditor for the financial years 2020-2022
6. Remuneration of the members of the Supervisory Board
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 13 March 2019 (Tallinn time) at Hilton Tallinn Park Hotel, "Las Vegas" 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 6 March 2019 COB of the Nasdaq CSD settlement system.
For registration, we kindly ask participants to submit the following documents:
shareholders who are natural persons are required to submit their identity document; representatives must also submit a valid written authorisation document;
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 11 March 2019. 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 13 February 2019, 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:
Approval of the Annual Report 2018
To approve the Annual Report 2018 of the Group, as presented to the general meeting.Profit allocation for 2018
The profit attributable to the Group as the parent company of the consolidation group in the financial year 2018 amounts to EUR 25,237 thousand. To transfer EUR 1,262 thousand to the legal reserve. To approve the profit allocation proposal made by the Management Board and pay dividends in the net amount of 21 euro cents per share. The list of shareholders entitled to receive dividends will be established as at 27 March 2019 COB of the settlement system. Consequently, the day of change of the rights related to the shares (ex-dividend date) is set to 26 March 2019. From this day onwards, the person acquiring the shares will not have the right to receive dividends for the financial year 2018. Dividends shall be disbursed to the shareholders on 28 March 2019.Overview of the economic results for the first two months of 2019
An overview provided by the Management Board to the shareholders on the economic results for the first two months of 2019.Overview of the business environment and the five-year financial forecast
An overview provided by the Management Board on the business environment and the Group's five-year financial forecast.Appointment of the auditor for the financial years 2020-2022
To appoint KPMG Baltics OÜ (registry code 10096082) as the auditor for the financial years 2020-2022, to establish the procedure for remuneration of the auditor in accordance with the contract to be entered into with the auditor and to authorize the Management Board to conclude the relevant contract.Remuneration of the members of the Supervisory Board
To establish a remuneration for the members of the Supervisory Board in the amount of 1,500 EUR per each meeting of the Supervisory Board where the member participates.
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 2018, report on the activities of the Supervisory Board in 2018 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 11 March 2019.
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 26 February 2019, 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 11 March 2019 at the latest.
Yours sincerely
Madis Toomsalu
Member of the Management Board of AS LHV Group
11.04.2018
Agenda
1. Approval of the Annual Report 2017
2. Profit allocation for 2017
3. Overview of the economic results for the first two months of 2018
4. Overview of the business environment
5. Appointment of the auditor for the financial year 2018/2019
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:
- shareholders who are natural persons are required to submit their identity document; representatives must also submit a valid written authorisation document;
- 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:
- Approval of the Annual Report 2017
To approve the Annual Report 2017 of the Group, as presented to the general meeting. - 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. - 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. - Overview of the business environment
An overview provided by the Management Board on the business environment and the Group's five-year financial forecast. - 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
Agenda
1. Approval of the Annual Report 2016
2. Approval of the specification of the dividend policy
3. Profit allocation for 2016
4. Overview of the economic results for the first two months of 2017
5. Approval of the amendment of the Articles of Association
6. Approval of the conditions of performance pay
7. Extension of the authorisation of the members of the Supervisory Board
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:
- shareholders who are natural persons are required to submit their identity document; representatives must also submit a valid written authorisation document;
- 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:
- Approval of the Annual Report 2016
To approve the Annual Report 2016 of the Group, as presented to the general meeting. - 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. - 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. - 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. - 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. - 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. - 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
Agenda
1. Approval of the Annual Report 2015
2. Profit allocation for 2015
3. Overview of the economic results for the first quarter of 2016
4. Conditional increase of share capital and listing of all shares of the Group on the Nasdaq Tallinn Stock Exchange Baltic Main List
5. Approval of the dividend policy
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:
- shareholders who are natural persons are required to submit their identity document; representatives must also submit a valid written authorisation document;
- 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:
Approval of the Annual Report 2015
To approve the Annual Report 2015 of the Group, as presented to the general meeting.
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.
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.
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:
- 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;
- 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;
- 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;
- 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;
- 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;
- monetary contributions will be made for the new shares;
- 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. 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
Agenda
1. Profit allocation for 2013
2. Approval of the Annual Report 2014
3. Profit allocation for 2014
4. Overview of the economic results for the first quarter of 2015
5. Appointment of the auditor for the financial year 2015-2017
6. Removal of a member of the Supervisory Board
7. Appointment of a member of the Supervisory Board
8. Share option programme
9. Overview of the share option programme for 2014
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:
- shareholders who are natural persons are required to submit their identity document; representatives must submit a written authorisation document;
- 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:
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.
Approval of the Annual Report 2014
To approve the Group's Annual Report 2014.
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.
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.
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.
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.
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.
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.
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
Agenda
1. Approval of the Annual Report 2013
2. Allocation of the profit of 2013
3. Overview of the economic results for the first quarter of 2014
4. Overview of developments in corporate governance in 2014
5. Amendment of the Articles of Association
6. Removal of members of the Supervisory Board
7. Appointment of members of the Supervisory Board
8. Remuneration of the members of the Supervisory Board
9. Share option programme
10. Raising of the share capital
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:
- Natural persons are required to submit their identity document; representatives must also provide a written authorisation document;
- 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:
Approval of the Annual Report 2013
To approve the Annual Report 2013 of the Group.
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.
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.
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.
Amendment of the Articles of Association
To amend the Articles of Association and to approve the new wording of the Articles of Association.
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
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
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.
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.
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