The Annual General Meeting of Shareholders of AS LHV Group (LHV Group) was held on 26 March 2025 at Hilton Tallinn Park Hotel. It was possible to participate in the meeting in person or electronically.
A total of 1,192 shareholders participated in the meeting, representing a total of 215,268,277 votes, which corresponds to 66.40% of all votes entitled to participate in the meeting.
Of the participants 1,102 shareholders, representing a total of 131,820,583 votes, voted before the meeting according to the procedure for pre-voting and electronic participation published with the notice on calling the meeting.
The notice on calling the Annual General Meeting was published in the stock exchange information system and on the Group’s website on 4 March 2025. On the same date, the notice was printed in Postimees daily newspaper.
The Annual General Meeting of the Shareholders of LHV Group adopted the following resolutions:
1. Annual Report 2024
Approve the Annual Report of LHV Group for the financial year 2024 as submitted to the General Meeting.
In favour: 194,709,108 votes (90.45% of the represented votes) Opposed: 472,672 votes (0.22% of the represented votes) Neutral: 16,304 votes (0.01% of the represented votes) Withheld: 20,070,193 votes (9.32% of the represented votes)
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.
In favour: 210,519,615 votes (97.79% of the represented votes) Opposed: 25,761 votes (0.01% of the represented votes) Neutral: 8,061 votes (0.00% of the represented votes) Withheld: 4,714,840 votes (2.19% of the represented votes)
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 was given by the CEO of LHV Group.
4. Five-Year Financial Forecast
An overview of the five-year financial forecast of LHV Group was given by the CEO 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.
In favour: 206,661,208 votes (96.00% of the represented votes) Opposed: 1,170,927 votes (0.54% of the represented votes) Neutral: 655,451 votes (0.30% of the represented votes) Withheld: 6,780,691 votes (3.15% of the represented votes)
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.
In favour: 200,680,460 votes (93,22% of the represented votes) Opposed: 1,173,460 votes (0.55% of the represented votes) Neutral: 978,108 votes (0.45% of the represented votes) Withheld: 12,436,249 votes (5.78% of the represented votes)
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.
In favour: 199,828,946 votes (92.83% of the represented votes) Opposed: 3,299,238 votes (1.53% of the represented votes) Neutral: 376,838 votes (0.18% of the represented votes) Withheld: 11,763,255 votes (5.46% of the represented votes)
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.
In favor: 202,399,668 votes (94.02% of the represented votes) Opposed: 1,164,099 votes (0.54% of the represented votes) Neutral: 236,684 votes (0.11% of the represented votes) Withheld: 11,467,826 votes (5.33% of the represented votes)
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)."
In favour: 202,252,123 votes (93.95% of the represented votes) Opposed: 14,450 votes (0.01% of the represented votes) Neutral: 1,085,252 votes (0.50% of the represented votes) Withheld: 11,916,452 votes (5.54% of the represented votes)
All relevant documents associated with the Group’s 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) have been presented in more detail on the Group’s website (https://investor.lhv.ee/en/general-meetings/#26.03.2025) 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. The main subsidiaries of LHV Group are LHV Pank, LHV Varahaldus, LHV Kindlustus, and LHV Bank Limited. The Group employs more than 1,160 people. As at the end of February, the banking services of LHV are used by 462,000 clients, the pension funds managed by LHV have 113,000 active clients, and LHV Kindlustus protects a total of 174,000 clients. LHV Bank, a subsidiary of the Group, holds a UK banking licence and offers banking services to international fintech companies and loans to small and medium-sized enterprises.
Priit Rum Communications Manager Phone: +372 502 0786 Email: priit.rum@lhv.ee
