NOTICE ON CALLING ANNUAL GENERAL MEETING OF SHAREHOLDERSThe Management Board of AS LHV Group (hereinafter LHV Group) hereby calls the general meeting of the shareholders (hereinafter the General Meeting), to be held on 20 March 2024 starting at 13:00 (Estonian time) at Hilton Tallinn Park Hotel (Fr. R Kreutzwaldi 23, Tallinn). The list of shareholders entitled to participate in the General Meeting will be determined as of 7 (seven) days before the General Meeting, i.e., as at 13 March 2024 EOD of Nasdaq CSD settlement system. Pursuant to the resolution adopted by LHV Group’s Supervisory Board on 21 February 2024, the agenda of the General Meeting will be following, 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 2023 Approve LHV Group's Annual Report for 2023 as presented to the General Meeting. 2. Profit Distribution for Financial Year 2023 The profit attributable to LHV Group as the parent company of the consolidation group in the financial year 2023 amounts to EUR 140,938 thousand. Transfer EUR 0 to the legal reserve. Approve the profit distribution proposal made by the Management Board and pay dividends in the net amount of 13 euro cents per share. The list of shareholders entitled to receive dividends will be established as of 5 April 2024 EOD of the Nasdaq CSD settlement system. Consequently, the day of change of the rights related to the shares (ex-dividend date) is set to 4 April 2024. From this day onwards, persons acquiring the shares will not have the right to receive dividends for the financial year 2023. Dividends shall be disbursed to the shareholders on 12 April 2024. 3. Dividend Policy Considering the Dividend Policy serves as a guiding document for the Management Board to formulate dividend payment proposals, and acknowledging the technical refinements in its recent wording to uphold the principle of distributing 25% of LHV Group's pre-tax profit to shareholders, affirm the Supervisory Board's authority to establish the Dividend Policy and instruct the Management Board to ensure that shareholders are subsequently informed about significant future amendments to the Dividend Policy. 4. Financial Results of First Two Months of 2024 An overview of the economic results of LHV Group for the first two months of 2024. 5. 5-Year Financial Forecast An overview of the five-year financial forecast of LHV Group. 6. Recall of Supervisory Board Member Recall Sten Tamkivi (personal identification code: 37803032724) from the Supervisory Board of LHV Group, effective immediately upon the adoption of this resolution. 7. Appointment of Supervisory Board Member Appoint Liisi Znatokov (personal identification code: 48311040338), as new member of the Supervisory Board of LHV Group, with the term commencing immediately upon the adoption of this resolution and continuing for three years, i.e., from 20 March 2024 until 20 March 2027. The registration of the participants of the General Meeting will take place on the day of the meeting, 20 March 2024, between 12:00 and 12:45. The organizers of the General Meeting have the right not to consider later requests for registration and participation in the General Meeting. Registration of participation ensures the exercise of shareholder's rights during the General Meeting, including electronic voting for draft resolutions on the agenda of the General Meeting. Shareholders who cannot or do not wish to take part in the General Meeting can vote on the draft resolutions on the agenda of the General Meeting before the General Meeting (hereinafter pre-voting) in the period from the publication of the notice on calling the General Meeting (i.e., from 27 February 2024) until 17:00 on 18 March 2024, whereas the simplified pre-voting via the website https://vote.lhv.ee/ (hereinafter meeting website) will be opened at 10:00 on 15 March 2024. A shareholder who has pre-voted is considered to be participating in the General Meeting, and the votes represented by the shares that shareholder holds are accounted as part of the General Meeting quorum. Pre-voting under simplified procedure and registering participation and electronic voting during the General Meeting takes place through the meeting website. Shareholders who cannot or do not wish to participate in the pre-voting or register their presence electronically, will be allowed to register and vote at the meeting venue, as long as they arrive at the venue with sufficient time for registration. It is possible to pre-vote on the draft resolutions on the agenda of the General Meeting using the pre-voting ballots, which are available on LHV Group's website https://investor.lhv.ee/en/ (hereinafter investor website). Shareholders whose rights are exercised by a representative at the General Meeting, must ensure that before the General Meeting takes place, the document(s) proving their right of representation are presented in writing to LHV Group’s e-mail address group@lhv.ee or on working days between 9 to 17 to LHV Group's address Tartu mnt 2, Tallinn 10145, 1st floor no later than 17:00 on 19 March 2024. All documents submitted in a foreign language must be in English or translated into English by a sworn translator or an official equivalent to a sworn translator, certified and legalized or apostilled, unless otherwise provided by legal acts in force. LHV Group must also be informed of the withdrawal of the given authorization by the same deadline. LHV Group asks to take into account that shareholder's rights can be exercised via the meeting website by a person who has the right of sole representation of the shareholder. Holders of nominee accounts who wish to vote on a draft resolution in a proportion other than the total number of votes belonging to the respective shareholder, i.e., to distribute the votes belonging to the respective shareholder on the draft resolution between several predetermined options, will have the opportunity to do so on the meeting website. Such proportional voting is also possible with the pre-voting ballots published on the investor website. In the counting the votes given by pre-voting and electronic voting during the General Meeting, only votes that followed the procedure for pre-voting and electronic participation will be counted. The procedure can be found on the investor website. Shareholders can remotely watch the General Meeting's live stream and participate in discussions through the website https://investor.lhv.ee/uldkoosolek/. Access to the live stream does not require authentication or registration. Instructions for watching the broadcast and submitting questions can be found on the investor website. Up to and including the day of the General Meeting, shareholders have the option of examining all documents submitted to General Meeting (including the notice on calling the General Meeting, draft resolutions, LHV Group's annual report for 2023, including the independent auditor's report, proposal for the profit distribution, the remuneration report, the Supervisory Board's report on its activities and assessment of the 2023 annual report and the resume of the new planned Supervisory Board member Liisi Znatokov) on the investor webpage. The procedure for pre-voting and electronic participation, instructions for watching the video broadcast, pre-voting ballots, and authorizations for appointing a representative at the General Meeting can also be found on the same page. Before the General Meeting, shareholders can ask questions about the agenda items of the General Meeting by email group@lhv.ee, provided that the questions are received by LHV Group at least 1 (one) working day before the General Meeting, no later than 13:00 on 19 March 2024. At the General Meeting, shareholders have the right to receive information from the Management Board, to request that additional items be included on the agenda, and to submit draft resolutions in regard to each agenda item. In regard to the procedure and term for exercising these rights, LHV Group proceeds from the provisions of section 287, subsections 293 (2) and 2931 (4) of the Commercial Code and requests that the corresponding applications be sent by e-mail to group@lhv.ee or to LHV Group’s location at Tartu mnt 2, Tallinn 10145. Within 7 (seven) days of the General Meeting, the minutes of the General Meeting will be made available to shareholders on the investor website. Sincerely,
Madis Toomsalu
Chairman of the Management Board of AS LHV Group
Announcement sent by: Priit Rum
LHV Communications Manager
Phone: +372 502 0786
Email: priit.rum@lhv.ee
|