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Published: 2022-03-30 14:02:38 CEST
LHV Group
Minutes of annual general meeting

Resolutions of the Annual General Meeting of AS LHV Group

The annual general meeting of the shareholders of AS LHV Group (Group), was held today in Hilton Tallinn Park Hotel (Fr. R. Kreutzwaldi St 23). An option of watching the meeting via video broadcast was also provided.

A total of 859 shareholders participated and were represented at the meeting, with their corresponding shares representing a total of 20,045,968 votes. This means 67.12 % of the votes determined by shares were represented at the meeting. Of the participants 807 shareholders, representing a total of 13,833,994 votes, cast their votes in advance of the meeting electronically.

The notice on calling the annual general meeting was published in the stock exchange information system and on the Group’s website on 8 March 2022. On the same date, the notice was printed in Eesti Päevaleht daily newspaper.

The annual general meeting of the shareholders of AS LHV Group resolved:

  1. Approval of Annual Report 2021

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

In favor: 20,041,768 votes (99.98% of the represented votes)
Opposed: 178 votes (0% of the represented votes)
Neutral: 3,885 votes (0.02% of the represented votes)
Withhold: 137 votes (0% of the represented votes)

  1. 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.

In favor: 20,040,121 votes (99.97% of the represented votes)
Opposed: 3,196 votes (0.02% of the represented votes)
Neutral: 2,135 votes (0.01% of the represented votes)
Withhold: 516 votes (0% of the represented votes)

  1. Approval of Remuneration Report 2021

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

In favor: 19,932,270 votes (99.43% of the represented votes)
Opposed: 95,674 votes (0.48% of the represented votes)
Neutral: 15,684 votes (0.08% of the represented votes)
Withhold: 2,340 votes (0.01% of the represented votes)

  1. Remuneration Principles

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

In favor: 19,823,081 votes (98.89% of the represented votes)
Opposed: 96,197 votes (0.48% of the represented votes)
Neutral: 123,977 votes (0.62% of the represented votes)
Withhold: 2,713 votes (0.01% of the represented votes)

  1. 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.

In favor: 19,416,355 votes (96.83% of the represented votes)
Opposed: 4,506 votes (0.02% of the represented votes)
Neutral: 431,232 votes (2.15% of the represented votes)
Withhold: 119,736 votes (0.60% of the represented votes)

  1. Approval of Amendments to Articles of Association I

To 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.

In favor: 19,967,323 votes (99.57% of the represented votes)
Opposed: 4,601 votes (0.02% of the represented votes)
Neutral: 30,608 votes (0.15% of the represented votes)
Withhold: 51,753 votes (0.26% of the represented votes)

The attention of the shareholders was drawn to the fact that the right to increase capital granted to the Supervisory Board in 2022 by the Articles of Association, includes, in addition to the right to increase capital according to the Share Option Programme (up to two per cent of the amount of share capital valid at the time of the decision to increase capital), the right to decide on the issue of new ordinary shares to the extent of up to four per cent of the amount of share capital valid at the time of the decision to increase capital, which essentially means the issue of up to one million new ordinary shares (the need arises from the capitalisation of the activities of LHV UK Limited, a subsidiary of the group). It was also pointed out that the decision to approve amendments I to the Articles of Association will enter into force after its adoption.

  1. Approval of Amendments to Articles of Association II

To 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.

In favor: 19,967,691 votes (99.55% of the represented votes)
Opposed: 5,227 votes (0.03% of the represented votes)
Neutral: 28,637 votes (0.14% of the represented votes)
Withhold: 56,163 votes (0.28% of the represented votes)

  1. Appointment of 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 2023 annual report of LHV UK Ltd.

In favor: 19,904,697 votes (99.30% of the represented votes)
Opposed: 1,825 votes (0.01% of the represented votes)
Neutral: 98,178 votes (0.49% of the represented votes)
Withhold: 41,268 votes (0.21% of the represented votes)

  1. Appointment of 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.

In favor: 19,415,910 votes (96.86% of the represented votes)
Opposed: 1,345 votes (0.01% of the represented votes)
Neutral: 170,669 votes (0.85% of the represented votes)
Withhold: 458,044 votes (2.28% of the represented votes)

 

All relevant documents associated with the Group’s 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) have been presented in more detail on the Group’s home page (https://investor.lhv.ee/en/general-meetings/#30.03.2022), where the minutes of the meeting shall also be made available at the latest 7 days after the general meeting.

LHV Group is the largest domestic financial group and capital provider in Estonia. LHV Group’s key subsidiaries are LHV Pank, LHV Varahaldus, and LHV Kindlustus. LHV employs over 690 people. As at February, LHV’s banking services are being used by 332,000 clients, the pension funds managed by LHV have 135,000 active clients, and LHV Kindlustus protects a total of 145,000 clients. LHV’s UK branch offers banking infrastructure to 200 international financial services companies, via which LHV’s payment services reach clients around the world.

 

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