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Published: 2022-03-08 07:00:00 CET
LHV Group
Notice to convene annual general meeting

NOTICE ON CALLING THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

The Management Board of AS LHV Group (hereinafter the "Group") hereby calls the general meeting of the shareholders, to be held at 13:00 on 30 March 2022 (Estonian time) at Hilton Tallinn Park Hotel, (Fr. R. Kreutzwaldi 23, Tallinn).

The list of shareholders who are entitled to participate in the general meeting will be determined as of 7 (seven) days before the general meeting, i.e., as at 23 March 2022 COB of Nasdaq CSD settlement system.

Registration of participants will start at the venue of the meeting at 12:00. Registration will end at 12:45. We kindly ask all shareholders and representatives to arrive as early as possible, taking into account the time required for registration.

Besides ordinary in-person voting, it is also possible to vote electronically on draft resolutions on the general meeting agenda, either using the voting ballot found on the Group website at https://investor.lhv.ee/, or, provided that certain conditions are met, via AS LHV Pank’s internet bank. Depending on the voting method chosen, the voting ballot must be emailed to the Group at group@lhv.ee or sent via internet bank by no later than 17:00 on 29 March 2022 (Estonian time). Holders of nominee accounts and shareholders who want to vote in regard to one draft resolution in a different proportion than the total number of votes held by the relevant shareholder, in other words, to distribute the votes belonging to said shareholder between more than one of the options provided, must send their votes electronically using the voting ballot available on the Group website at https://investor.lhv.ee/. In counting votes sent in electronically, only voting ballots that followed the electronic voting procedure posted on the Group website at https://investor.lhv.ee/ will be counted.

For registration for the general meeting, we kindly ask participants to submit the following documents:

  1. shareholders who are natural persons are required to submit their identity document; representatives must also submit a valid written authorisation document or other document proving right of representation;
  2. 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 from the register in which the legal person has been registered and under which the representative is authorised to represent the shareholder (legal right of representation). The extract must be prepared in English or translated into English by a sworn translator or official equivalent to a sworn translator, be verified by a notary, and be legalized or bear an apostille, unless set forth otherwise in an international agreement.

A shareholder must inform the Group of the appointment of a representative or withdrawal of the authorisation prior to the general meeting, by sending a corresponding digitally signed notice to the general meeting's e-mail address group@lhv.ee 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, ground floor, on working days between 09:00 and 18:00, before 17:00 on 29 March 2022 (Estonian time). The authorisation document template, which the shareholder can use to authorise a representative, can be accessed by shareholders on the Group's website at https://investor.lhv.ee. If the shareholder has added their email address to the authorisation document, they will be allowed to watch the videocast of the meeting at https://investor.lhv.ee/uldkoosolek/ on the basis of the same email address. If so desired, chairman of the Group Supervisory Board Rain Lõhmus may be specified as the authorised representative.

 

Pursuant to the resolutions adopted by the Group's Supervisory Board on 16 February 2022 and 3 March 2022, the general meeting will have the following agenda, and the proposals of the Management Board and the Supervisory Board in regard to the agenda items are specified by each agenda item as follows, whereas the Supervisory Board has proposed to vote in favour of all draft resolutions specified under the agenda items.

1. Annual Report 2021
To approve the Group’s 2021 annual report in the form in which it was presented to the general meeting.

2. Profit Allocation for 2021
The profit attributable to the Group as the parent company of the consolidation group in the financial year 2021 amounts to EUR 58,309 thousand. To transfer EUR 0 to the legal reserve. To approve the profit allocation proposal made by the Management Board and pay dividends in the net amount of 40 euro cents per share. The list of shareholders entitled to receive dividends will be established as at 14 April 2022 COB of the settlement system. Consequently, the day of change of the rights related to the shares (ex-dividend date) is set to 13 April 2022. From this day onwards, persons acquiring the shares will not have the right to receive dividends for the financial year 2021. Dividends shall be disbursed to the shareholders on 20 April 2022.

3. Remuneration Report 2021
To approve the Group’s 2021 remuneration report in the form in which it was presented to the general meeting.

4. Remuneration Principles
To approve the Group’s remuneration principles in the form in which they were presented to the general meeting.

5. Overview of Economic Results for the First Two Months of 2022
An overview provided by the Management Board to the shareholders on the economic results for the first two months of 2022.

6. Approval of Transaction and Related Increase of Share Capital
To approve the contract of purchase and sale of shares signed by the Group (as the buyer) and by Luna Peak OÜ, Prudenta OÜ, OÜ Neoinvesteeringud, OÜ Diani EP, Gracile Holding OÜ, HKN OÜ, OÜ UPsale, Leetberg OÜ, Greenlights OÜ and John Francis McAndrew (as the sellers) signed on 2 March 2022, whereunder the Group acquires a 100% share in EveryPay AS (registry code 12280690) for EUR 8,000,000, simultaneously issuing 195,121 ordinary shares in the Group at a price of 41 euros in conformity with the other conditions set forth in the contract of purchase and sale of shares referred to (hereinafter “Planned Transaction”). In essence, the Planned Transaction is a share exchange transaction.

To increase the Group’s share capital through the issue of new ordinary shares for the purpose of completing the Planned Transaction on the following conditions:

  1. To issue 195,121 ordinary shares with a nominal value of 1 euro and to increase the share capital by 195.121 euros, as a result of which the new share capital will total 30,059,288 euros. The shares will be issued with a premium amounting to 40 euros.
  2. The right of pre-emption of Group shareholders to subscribe to new shares is excluded and the right of subscription to the shares shall be granted to EveryPay AS (registry code 12280690) shareholders – i.e. the sellers – as follows:
  • Luna Peak OÜ has the right to subscribe 15,435 ordinary shares in the Group at a nominal value of 1 euro and share premium of 40 euros (total subscription price 632,835 euros).
  • Prudenta OÜ has the right to subscribe 37,386 ordinary shares in the Group at a nominal value of 1 euro and share premium of 40 euros (total subscription price 1,532,826 euros).
  • OÜ Neoinvesteeringud has the right to subscribe 39,211 ordinary shares in the Group at a nominal value of 1 euro and share premium of 40 euros (total subscription price 1,607,651 euros).
  • OÜ Diani EP has the right to subscribe 29,311 ordinary shares in the Group at a nominal value of 1 euro and share premium of 40 euros (total subscription price 1,201,751 euros).
  • Gracile Holding OÜ has the right to subscribe 15,591 ordinary shares in the Group at a nominal value of 1 euro and share premium of 40 euros (total subscription price 639,231 euros).
  • HKNOÜ OÜ has the right to subscribe 13,236 ordinary shares in the Group at a nominal value of 1 euro and share premium of 40 euros (total subscription price 542,676 euros).
  • OÜ Upsale has the right to subscribe 9,355 ordinary shares in the Group at a nominal value of 1 euro and share premium of 40 euros (total subscription price 383,555 euros).
  • Leetberg OÜ has the right to subscribe 6,231 ordinary shares in the Group at a nominal value of 1 euro and share premium of 40 euros (total subscription price 255,471 euros).
  • Greenlights OÜ has the right to subscribe 54 ordinary shares in the Group at a nominal value of 1 euro and share premium of 40 euros (total subscription price 2,214 euros).
  • John Francis McAndrew has the right to subscribe 29,311 ordinary shares in the Group at a nominal value of 1 euro and share premium of 40 euros (total subscription price 1,201,751 euros).
  1. The subscription to the shares takes place by way of monetary contributions to the Group’s bank account within 5 working days of adoption of this resolution.
  2. The new shares issued will provide the right to dividends starting from the financial year started 1 January 2022.

7. Amendments to Articles of Association I
Amend the Group’s Articles of Association as follows:

  • to supplement clause 4.1.5 and establish it in the following wording:

"4.1.5. The Supervisory Board has set up the Audit Committee, Nomination Committee and Remuneration Committee and has established the relevant rules of procedure.";

  • to supplement clause 4.1.6 and establish it in the following wording: 

"4.1.6  The Supervisory Board shall have the right, during the period of 3 (three) years from the moment of entry into force of this wording of the Articles of Association, to increase the share capital by way of contributions as follows:

  1. in 2022, by up to 6 (six) per cent in total of the size of share capital valid at the moment of making the decision to increase the capital;
  2. in both years, in 2023 and in 2024, once a year by up to 2 (two) per cent of the size of the share capital valid at the time of the resolution to increase share capital";
  • to add to the Estonian-language text a parallel translation into English and a new clause, 8.3, in the following wording:

"8.3.    Should there be any contradiction between the conditions in the Estonian version and the English version, the Estonian version shall prevail."

and to approve the Group’s Articles of Association with the abovementioned amendments as of the General Meeting.

8. Amendments to Articles of Association II and Reduction of Nominal Value of Share
Amend clause 2.2.1 of the Group’s Articles of Association and establish it in the following wording:

  • "2.2.1.  Aktsiakapital on jagatud 0,1 (null koma ühe) eurose, s.o 10 (kümne) eurosendise nimiväärtusega nimelisteks aktsiateks." (Estonian-language text),
  • "2.2.1. The share capital has been divided into registered shares with a nominal value of 0.1 (zero point one) euro, i.e., 10 (ten) eurocents." (English-language text),

and approve the Group’s Articles of Association with the abovementioned amendments.

To reduce the nominal value of each of the Group’s existing shares on the following conditions:

  1. To reduce the nominal value of the Group share by 0.9 (zero point nine) euros, including 90 (ninety) euro cents, as a result of which the new nominal value of one ordinary share in the Group is 0.1 (zero point one) euro, i.e., 10 (ten) euro cents;
  2. The change in the nominal value of the Group share will not result in a change in the size of the Group’s share capital, i.e., the amount of the Group’s share capital after the reduction in the nominal value will be the euro amount of the share capital entered into the Commercial Register at the time of the registration of the reduction of the nominal value of share.
  3. As a result of the change in the share’s nominal value, the number of the Group’s existing shares will change. Prior to the change in the nominal value of the share, the Group’s shares were entered into the Commercial Register pursuant to the size of the share capital at the time of the registration of the reduction in nominal value on the consideration that the share capital has been divided into one (1) euro nominal value shares. Following the change in the nominal value of the share, the Group’s shares will be entered into the Commercial Register at the time of the registration of the reduction in nominal value pursuant to the size of share capital on the consideration that the share capital has been divided into 0.1 (zero point one) euro, i.e., 10 (ten) euro cent nominal value shares.

The resolutions set forth in this agenda item enter into force on 30 June 2022.

9. Auditor for Financial Year 2023
To appoint KPMG Baltics OÜ (registry code 10096082) as the auditor of the Group (including Group consolidation group companies, not including LHV UK Ltd), and give the Group’s Management Board the right to extend the agreement entered into with the relevant auditor, including determining the remuneration procedure for the auditor.

Give the Group Management Board the right, at its discretion, to decide on the appointment of auditor for the financial year 2023, for entering into a corresponding agreement with the auditor and performing all of the necessary related procedures. To accept the fact that another auditor than the auditor who was appointed the Group’s auditor for the financial year may be appointed as auditor of the 2022 annual report of LHV UK Ltd.

10. Auditor for Financial Years 2024–2028
To appoint AS PricewaterhouseCoopers (registry code 10142876) as the auditor of the annual reports for 2024 to 2028 of the Group (including companies in the Group’s consolidation group, not including LHV UK Ltd), determine the remuneration procedure for the auditor pursuant to agreement concluded with the auditor and give the Group’s Management Board the right to conclude the relevant agreement.

Give the Group Management Board the right, at its discretion, to decide on the appointment of auditor(s) for the financial years 2024–2028 for the Group subsidiary LHV UK Ltd., the period to be audited and appointment of auditor(s), determining the remuneration procedure and entering into all relevant procedures. To accept the fact that (an)other auditor(s) than the auditor who was appointed the Group’s auditor may be appointed as auditor of LHV UK Ltd’s annual reports for 2024–2028.

 

Shareholders who do not wish to take part in the meeting physically, including those who voted electronically, whose submitted ballots pass technical inspection and are taken into account in counting the votes, as well as shareholders who designated a representative at the general meeting, will be provided with the option of watching the meeting by video link on the website https://investor.lhv.ee/uldkoosolek/. On the day of the General Meeting before the start of the General Meeting, the Group will send entitled persons instructions for watching the videocast. The instructions are also in the electronic voting procedure, which can be read on the Group’s website https://investor.lhv.ee/.

Up to and including the day of the general meeting, shareholders have the option of examining all documents submitted to the Group’s annual general meeting (including the notice on calling the meeting, draft resolutions, the Group’s annual report for 2021, the Supervisory Board's report on its activities in 2021 and its assessment of the annual report, remuneration report, remuneration principles, new wordings of the articles of association) on the Group’s website https://investor.lhv.ee/. Additional data subject to disclosure in regard to the Planned Transaction were published as a stock market press release on 4 March 2022 via the Nasdaq Tallinn Stock Exchange information system at https://nasdaqbaltic.com/.

Before the general meeting, shareholders can ask questions about the meeting agenda items by email at group@lhv.ee, provided the questions are received by the Group at least 1 (one) working day before the meeting – not later than 9:00 on 29 March 2022.

At the general meeting, shareholders have the right to receive information from the Management Board, request that additional questions be included on the agenda, and submit a draft resolution in regard to each agenda item. In regard to the procedure and term for exercising these rights, the Group proceeds from the provisions of section 287, subsection 293 (2) and 2931 (4) of the Commercial Code and asks that the relevant applications be sent by email to group@lhv.ee or to the Group’s location Tartu mnt 2, Tallinn 10145.

Within 7 (seven) days of the general meeting, the minutes of the general meeting will be made available on the Group website https://investor.lhv.ee/.

 

Sincerely,

Madis Toomsalu
Management Board Member, AS LHV Group

 

Announcement sent by:

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