Notice on calling the Annual General Meeting of the shareholders of AS LHV Group
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 email@example.com or by delivering the notice in a format which can be reproduced in writing to the Group's location at Tartu mnt 2, Tallinn 10145, first floor, on working days between 09:00 and 19:00. Should a shareholder wish to inform the Group of the appointment of a representative or withdrawal of the authorisation granted to a representative prior to the general meeting, the corresponding notice must have been delivered to and received by the Group at the latest by 23:59 on 27 March 2017. Rain Lõhmus (personal identification code: 36612300228), Chairman of the Supervisory Board of the Group, may be appointed as the authorised representative, if the shareholder so desires.
The authorisation document form is available for the shareholder on the Group's website at investor.lhv.ee.
Pursuant to the resolution adopted by the Group's Supervisory Board on 22 February 2016, the general meeting will have the following agenda, with the proposals of the Management Board and the Supervisory Board specified under the agenda items and with the Supervisory Board proposing to vote for all draft resolutions specified under the agenda items:
1. Approval of the Annual Report 2016
To approve the Annual Report 2016 of the Group, as presented to the general meeting.
2. Approval of the specification of the dividend policy
To specify the wording of the dividend policy and to adopt the new wording of the dividend policy as presented to the general meeting.
3. Profit allocation for 2016
The profit attributable to the Group as the parent company of the consolidation group in the financial year 2016 amounts to EUR 17,815 thousand. To transfer EUR 891 thousand to the legal reserve. To approve the profit allocation proposal made by the Management Board and pay dividends in the net amount of 15 cents per share.
The list of shareholders entitled to receive dividends wil be established 10 (ten) stock exchange days after the general meeting, i.e. at 23:59 on April 12. Dividends shall be disbursed to the shareholders on 14 April 2017 at the latest.
4. Overview of the economic results for the first two months of 2017
The overview provided by the Management Board to the shareholders on the economic results for the first two months of 2017.
5. Approval of the amendment of the Articles of Association
To amend the Articles of Association and to adopt the new wording of the Articles of Association as presented to the general meeting.
6. Approval of the conditions of performance pay
To prospectively increase the proportion of performance pay payable to the management and staff members of the Group and the Group's subsidiaries to 200% of the basic remuneration for all those currently subjected to the 100% limit (above all, managers of LHV Bank and LHV Asset Management and persons equivalent to the same) in accordance with the justification presented to the general meeting.
7. Extension of the authorisation of the members of the Supervisory Board
To extend the authorisation of the members of the Supervisory Board of the Group to 3 (three) years after the adoption of this resolution.
Votes shall be cast by open ballot. All documents related to the annual general meeting of the Group (including the notice on calling the general meeting, the draft resolutions, the dividend policy, the Group's Annual Report 2016, report on the activities of the Supervisory Board in 2016 and assessment of the Annual Report, the Articles of Association and other documents to be submitted to the general meeting) will be made available to the shareholders on the Group's website investor.lhv.ee and at the Group's location at Tartu mnt 2, Tallinn 10145, first floor, during working days from 09:00 to 19:00 until (including) the day of the general meeting.
All shareholders shall have the right to receive from the Management Board information on the Group's activities at the general meeting. The Management Board may refuse to give information, if there is reason to presume that this may cause significant damage to the interests of the Group or the companies incorporated in the Group. Where the Management Board refuses to give information, a shareholder may demand that the legality of the shareholder's demand be decided by the general meeting or submit, within 2 (two) weeks after the refusal, a petition to a court in a proceeding on petition in order to obligate the Management Board to give information.
Any questions regarding the agenda items of the general meeting should be addressed to the Group's e-mail address firstname.lastname@example.org 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: email@example.com 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 firstname.lastname@example.org 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.
Member of the Management Board of AS LHV Group