NOTICE REGARDING THE CALLING OF A SPECIAL GENERAL MEETING OF 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 firstname.lastname@example.org 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.
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 items 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:
- 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;
- 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;
- 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;
- 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;
- 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;
- 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;
- 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;
- 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);
- 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;
- 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 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 email@example.com 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 firstname.lastname@example.org 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 email@example.com 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.
Member of the Management Board of AS LHV Group
Announcement sent by:
Phone: +372 502 0786