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 (GMT+2) 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 firstname.lastname@example.org or by delivering the notice in a format which can be reproduced in writing to the Group's location at Tartu mnt 2, Tallinn 10145, on working days between 09:00 and 19:00, on 1st floor. Should a shareholder wish to inform the Group of the appointment of a representative or withdrawal of the authorisation granted to a representative prior to the general meeting, the corresponding notice must have been delivered to and received by the Group at the latest by 23:59 on 17 April 2016. Rain Lõhmus (personal identification code: 36612300228), Chairman of the Supervisory Board of the Group, may be appointed as the authorised representative, if the shareholder so desires.
The authorisation document form is available for the shareholder on the Group's website at investor.lhv.ee.
Pursuant to the resolution adopted by the Group's Supervisory Board on 16 March 2016, the general meeting will have the following agenda, with the proposals of the Management Board and the Supervisory Board specified under the agenda items and with the Supervisory Board proposing to vote for all draft resolutions specified under the agenda items:
1. Approval of the Annual Report 2015
To approve the Annual Report 2015 of the Group, as presented to the general meeting.
2. Profit allocation for 2015
The profit attributable to the Group as the parent company of the consolidation group in the financial year 2015 amounts to 13,706 thousand euros. To transfer 685 thousand euros to the legal reserve and the profit attributable to the parent company of the shareholder in the amount of 13,021 thousand euros to accumulated loss. Not to pay dividends.
3. Overview of the economic results for the first quarter of 2016
The Management Board's overview of the Group's economic results for the first quarter of 2016 in accordance with section 287 of the Commercial Code.
4. Conditional increase of share capital and listing of all shares of the Group on the Nasdaq Tallinn Stock Exchange Baltic Main List
4.1. To conditionally increase the Group's share capital by 2,000,000 euros by way of issue of a maximum of 2,000,000 new ordinary shares, as a result of which the Group's share capital would conditionally amount to 25,356,005 euros, subject to the following conditions:
(i) 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;
(ii) 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;
(iii) 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;
(iv) 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;
(v) 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;
(vi) monetary contributions will be made for the new shares;
(vii) 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.
5. 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 email@example.com 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: firstname.lastname@example.org 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 email@example.com 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.
Member of the Management Board of AS LHV Group