Published: 2017-03-29 14:51:50 CEST
LHV Group
Minutes of annual general meeting

Resolutions of the Annual General Meeting of AS LHV Group

The annual general meeting of shareholders of AS LHV Group, held today in Tallinn Hilton Hotel (Fr. R. Kreutzwaldi St 23), resolved to pay dividends to shareholders for the first time, also amendments to the Articles of Association and specifications of the dividend policy were decided, among other items.

As the general meeting was the first after listing of shares on the stock exchange, there were more participants than in previous meetings. A total of 162 shareholders participated and were represented at the meeting, with their corresponding shares representing a total of 21,211,286 votes. Thus 83.65% of the votes determined by shares were represented at the meeting. 

The notice on calling the annual general meeting was published using the stock exchange information system and on LHV website on 8 March. On the same date, the notice was printed in the Postimees and Äripäev daily newspapers.

 

Resolutions of the annual general meeting of the shareholders of AS LHV Group:

1. Approval of the Annual Report 2016
The general meeting unanimously resolved to approve the Annual Report 2016 of the Group, as presented to the general meeting.

2. Approval of the specification of the dividend policy
The general meeting unanimously resolved 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
Out of the profit attributable to the Group as parent company of the consolidation group in the financial year 2016, that amounted to EUR 17,815 thousand, the general meeting decided to transfer EUR 891 thousand to the legal reserve. The shareholders unanimously approved the profit allocation proposal made by the Management Board and decided to pay dividends in the net amount of 15 cents per share.

The list of shareholders entitled to receive dividends will be established 10 (ten) stock exchange days after the general meeting, i.e. at 23:59 on 12 April. 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 shareholders took note of the Management Board's overview on the economic results for the first two months of 2017.

5. Approval of the amendment of the Articles of Association
The general meeting resolved to amend the Articles of Association and to adopt the new wording of the Articles of Association as presented to the general meeting.

     In favor: 21,195,337 votes (99.92% of the represented votes)

     Against: 15,949 votes (0.08% of the represented votes)

     Impartial: 0 votes (0% of the represented votes)

     Did not vote: 0 votes (0% of the represented votes)

6. Approval of the conditions of performance pay
The general meeting resolved to increase prospectively for the next 3 (three) years 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.

     In favor: 18,509,905 votes (87.26% of the represented votes)

     Against: 11,938 votes (0.06% of the represented votes)

     Impartial: 0 votes (0% of the represented votes)

     Did not vote: 2,689,443 votes (12.68% of the represented votes)

7. Extension of the authorisation of the members of the Supervisory Board
The shareholders decided unanimously to extend the authorization of the members of the Supervisory Board of the Group to 3 (three) years after the adoption of this resolution.

 

"I thank all LHV shareholders, it was pleasant and constructive to see such active participation and contribution to the general meeting," Madis Toomsalu, CEO of LHV Group commented. "In addition to ordinary agenda items, it was decided to make amendments to the Articles of Association, so that electronic voting possibility was added regarding voting in the general meeting. The general meeting also resolved to pay dividends in the amount of 0.15 euros per share. The size of the dividends is optimal taking into consideration both LHV’s growth ambitions and the will to reward shareholders," Toomsalu added.

LHV Group is the largest domestic financial group and capital provider in Estonia. LHV Group's key subsidiaries are AS LHV Pank and AS LHV Varahaldus. LHV employs about 300 people and over 110,000 customers use LHV’s banking services. Pension funds managed by LHV have about 180,000 customers.

         Priit Rum
         Communication Manager
         Phone: +372 502 0786
         Email: priit.rum@lhv.ee