Liven
Issue of new shares

Increase of the share capital in connection with employee share option programmes

The supervisory board of Liven AS ("the Company") decided, pursuant to article 2.2 of the articles of association and the resolutions of the general meeting of shareholders of 19.04.2024, to increase the share capital by 14,575.80 euros from 1,185,424.20 euros to 1,200,000.00 euros by issuing 145,758 new ordinary shares with a nominal value of 0.1 euros each. The shares will be issued without a premium. The new shares will be fully paid up in cash.

The increase of the share capital and the issuance of new shares will be carried out to comply with the terms and conditions of the share option programme LEOP ("LEOP") approved by the shareholders' resolution of 02.12.2019 and the share option programme LEOP 2024-2027 ("LEOP 2024-2027") approved at the general meeting of shareholders of 19.04.2024.

Of the new shares, 47,495 shares will be issued directly to the beneficiaries of the LEOP and 98,263 shares to Liven Kodu OÜ, a company within the group of the Company, after which they will be immediately disposed of to the Company. Out of the shares to be issued to the company within the group, 57,057 shares are intended to          be used to fulfil the terms of the LEOP and 41,206 shares will be used to create the LEOP 2024-2027 option fund.

The general meeting of shareholders of 19.04.2024 resolved to exclude the pre-emptive subscription rights of shareholders for shares issued for the exercise of the existing stock option programmes and authorised the supervisory board to decide to increase the share capital of the Company and issue new shares to a company within the group of the Company in order to comply with the terms of LEOP 2024-2027.

For the creation of the LEOP 2024-2027 option fund, the Company was also granted the right to acquire up to 236,772 of its own shares at a price of EUR 0.1 per share over a period of 3 years, by a resolution of the general meeting of shareholders of 19.04.2024 and, with the same resolution, the shareholders have unconditionally and irrevocably waived their pre-emptive rights to redeem their own shares in the Company pursuant to the Company's shareholders' agreement, articles of association and by law and undertake not to make any declarations, requests or other expressions of intention to exercise the aforementioned rights.

The new shares entitle the holders to dividends for the financial year starting 01.01.2024 and to participate in the distribution of profits from the retained earnings of previous periods.

Joonas Joost
Liven AS CFO
E-mail: joonas.joost@liven.ee