The 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 26 March 2025 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 19 March 2025 EOD of Nasdaq CSD settlement system.
Pursuant to the resolution adopted by LHV Group’s Supervisory Board on 19 February 2025, 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 2024
Approve the Annual Report of LHV Group for the financial year 2024 as submitted to the General Meeting.
2. Profit Distribution for Financial Year 2024
The consolidated net profit attributable to LHV Group as the parent company of the consolidation group in the financial year 2024 amounts to EUR 152,405 thousand. Transfer EUR 0 to the legal reserve. Approve the profit allocation proposal made by the Management Board and pay dividends in the net amount of 9 euro cents per share. The list of shareholders entitled to receive dividends will be established as at on 9 April 2025 EOD of Nasdaq CSD settlement system. Consequently, the day of change of the rights related to the shares (ex-dividend date) is set to 8 April 2025. From this day onwards, the person acquiring the shares will not have the right to receive dividends for the financial year 2024. Dividends shall be disbursed to the shareholders on 10 April 2025.
3. Financial Results of First Two Months of 2025
An overview of the economic results of LHV Group for the first two months of 2025.
4. Five-Year Financial Forecast
An overview of the five-year financial forecast of LHV Group.
5. Amendments to 2020–2024 Share Option Program
Approve the amendments of LHV Group's 2020–2024 share option program as presented to the General Meeting and authorize LHV Group's Supervisory Board to implement the 2020–2024 share option program in accordance with the program’s terms.
6. 2025–2029 Share Option Program
Approve LHV Group's 2025–2029 share option program as presented to the General Meeting and authorize LHV Group's Supervisory Board to implement the 2025–2029 share option program in accordance with the program’s terms.
7. Conditions of Performance Pay
As of 1 January 2026, to prospectively raise for the next five (5) years, i.e., for the period of the 2025–2029 share option program, the percentage of performance pay payable to the management members and equivalent staff of LHV Group and its group companies up to two hundred percent (200%) of their basic salary in accordance with the rationale presented to the General Meeting.
8. Acquisition of Own Shares
Approve the acquisition of LHV Group’s own shares under the following conditions:
The purpose of acquiring own shares is to create value for shareholders by using the acquired shares for the execution of applicable General Meeting’s approved share option programs.
The acquisition shall be executed within a period of up to five (5) years from the adoption of this resolution. The acquisitions may take place in one or multiple transactions within thirteen (13) months from each LHV Group’s Supervisory Board decision to execute the acquisition of own shares.
LHV Group is entitled to acquire a maximum of its own shares necessary for fulfilling the commitments arising from the General Meeting’s approved share option programs. The acquisition may take place in portions corresponding to the required volume for a single year, multiple years, or the full duration of the applicable share option programs. This resolution shall also apply if the shareholders approve amendments to the share option programs that affect the acquisition volume. In any case, the total nominal value of the shares owned by LHV Group does not exceed 1/10 of the share capital.
The price per share to be paid for own shares shall be no less than EUR 0.00 and must not exceed the closing price of the Nasdaq Tallinn Stock Exchange on the previous trading day, as determined before the execution date of each respective acquisition (or the date of announcement of the execution of the acquisition). The purchase price per share shall not exceed the average market price of the last 30 trading days by more than fifty percent (50%). The acquisition of shares shall be executed under market conditions in accordance with the rules of Nasdaq Tallinn Stock Exchange.
The acquisition of own shares must not cause the net assets to become less than the total of share capital and reserves which pursuant to law or the Articles of Association shall not be paid out to shareholders.
Authorize LHV Group's Supervisory Board, in accordance with this resolution, applicable legislation and the General Meeting’s approved share option programs, to decide and execute own shares acquisitions, determine the acquisition price, procedure, and other conditions, and to carry out all necessary actions related to the own shares acquisition. The Supervisory Board may delegate technical and procedural tasks related to the execution of the acquisition to the Management Board. The execution of the own shares acquisition shall be conditional upon the European Central Bank’s consent.
9. Amendments to Articles of Association
Approve the new redaction of the Articles of Association of LHV Group, thereby amending clauses 4.1.5 and 4.1.6. with the following wording: “4.1.5. The Supervisory Board has set up the Audit Committee, the Risk and Capital Committee, the Nomination Committee and the Remuneration Committee and established the relevant terms of reference.” "4.1.6. The Supervisory Board shall be authorized, for a period of 3 (three) years from the entry into force of this version of the Articles of Association, to increase the share capital through contributions 1 (once) per year by up to 2% (two percent) of the share capital as valid at the time of the respective resolution. If the full 2% (two percent) limit has not been used in previous years, the unused portion may be carried forward within the authorization period. However, if the limit has been fully utilized, the increase in any following year shall not exceed 2% (two percent)."
The registration of the participants of the General Meeting will take place on the day of the meeting, 26 March 2025, 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 determination of the circle of shareholders entitled to participate in the General Meeting (i.e., as of the end of the business day of the Nasdaq CSD settlement system on 19 March 2025) until 24 March 2025 at 17:00, whereas the simplified pre-voting via the website vote.lhv.ee/ (hereinafter meeting website) will be opened at 10:00 on 21 March 2025. 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 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 25 March 2025. 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 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 2024, 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 2024 annual report and proposals for approving of the terms of performance pay, LHV Group's share option programs and LHV Group's Articles of Association) 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 25 March 2025.
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
Marthi Lepik Communication Specialist Phone: +372 5666 2944 Email: marthi.lepik@lhv.ee
