Resolutions of the Annual General Meeting of AS LHV Group and Application for Listing Shares
Resolutions of the Annual General Meeting of the Shareholders of AS LHV Group on 20 April 2016; Application for the Listing and Admission to Trading of the Shares of AS LHV Group on the Main List of the Nasdaq Tallinn Stock Exchange
The annual general meeting of the shareholders of AS LHV Group was held on 20 April 2016 in Swissotel, at Tornimäe 3, Tallinn.
A total of 117 shareholders participated and were represented at the meeting, with their corresponding shares representing a total of 19,372,303 votes. A total of 82.9% of the votes represented by shares were thus represented at the meeting.
Resolutions of the annual general meeting of the shareholders of AS LHV Group:
1. Approval of the Annual Report 2015
The general meeting resolved unanimously to approve the Group's Annual Report 2015, as presented to the general meeting.
2. Profit allocation 2015
The general meeting resolved unanimously to approve the profit allocation proposal for 2015. The profit attributable to the Group as the parent company of the consolidation group in the financial year 2015 amounts to EUR 13,706 thousand. To transfer EUR 685 thousand to the legal reserve and the profit attributable to the parent company of the shareholder in the amount of EUR 13,021 thousand to accumulated loss. Not to pay dividends.
3. Overview of the economic results for the first quarter of 2016
The shareholders took note of the Management Board's overview of the Group's economic results for the first quarter of 2016.
4. Conditional increase of share capital and listing of all shares of the Group on the Nasdaq Tallinn Stock Exchange Baltic Main List
The general meeting resolved unanimously:
4.1. To conditionally increase the Group's share capital up to EUR 2,000,000 by way of issue of a maximum up to 2,000,000 new ordinary shares, as a result of which the Group's share capital would conditionally amount to EUR 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 EUR 6.95, of which the nominal value of the share will amount to EUR 1 and the share premium to EUR 5.95;
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 the resolutions of this general meeting.
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
The general meeting resolved unanimously to approve the Group's dividend policy, as presented to the general meeting.
On 19.04.2016, the Management Board of AS LHV Group submitted the application for the listing and admission to trading of the shares of AS LHV Group on the main list of the Nasdaq Tallinn Stock Exchange to the Listing and Surveillance Committee of the Nasdaq Tallinn Stock Exchange.
LHV Group is the largest domestic financial group and capital provider in Estonia. LHV Group's subsidiaries include LHV Bank and LHV Asset Management. LHV employs over 250 people. LHV provides banking services to nearly 90,000 customers. LHV's pension funds have more than 135,000 customers.
Telephone: +372 502 0786