Minutes of extraordinary general meeting
Resolutions of the Special General Meeting of AS LHV Group
The special general meeting of shareholders of AS LHV Group, held today in Hilton Tallinn Park Hotel "Ballroom I" hall (Fr. R. Kreutzwaldi St 23), decided to increase the share capital of AS LHV Group.
A total of 126 shareholders participated and were represented at the meeting, with their corresponding shares representing a total of 17,515,569 votes. This means 66,72% of the votes determined by shares were represented at the meeting.
The notice on calling the special general meeting was published in the stock exchange information system and on LHV website on 30 July 2019. On the same date, the notice was printed in the Eesti Päevaleht daily newspaper.
- Overview of economic performance for the first seven months of 2019
The management provided the shareholders with an overview on the economic results for the first seven months of 2019, that have been disclosed:
- Overview of the long-term financial forecast
The management provided the shareholders with an overview on the Group’s adjusted long-term financial forecast.
The special general meeting of the shareholders of AS LHV Group resolved:
- Increase of the share capital
The general meeting unanimously resolved to increase share capital of the Group by EUR 2,200,000 through the issuing of new ordinary shares under the following terms and conditions:
- to issue 2,200,000 ordinary shares with a nominal value of EUR 1, as a result of which the new amount of share capital will be EUR 28,454,079;
- the shares will be issued with a share premium. The nominal value must be paid for each share, which is EUR 1, and the lower limit of the share premium is EUR 10.50, with it being possible for the Supervisory Board to assign a higher share premium by the start of share subscription, at the latest;
- The shareholders of the Group have the right of pre-emption for new shares for a period of two weeks as of the start of the subscription period for shares. A circle of individuals (shareholders) entitled to use the right of pre-emption shall be determined as at the close of business for the Nasdaq CSD securities settlement system on 4 September 2019;
- The Group’s shareholders, who have been entered in the list of shareholders as at the fixed day, shall each be granted 1 (one) right of pre-emption for every existing 12 shares. The subscription to each new share requires 1 (one) right of pre-emption. If the number of shares in the possession of the shareholder does not grant them the right to subscribe to a whole number of shares, the number of subscribed shares shall be rounded to the nearest mathematical whole number, whereas fractions under one shall be rounded to one;
- the trading period for rights of subscription for shares – 11 September 2019 until 23 September 2019, whereas the terms and conditions for trading with rights of subscription for shares are set forth in the public offer prospectus and listing particulars published prior to the start of the tender (Prospectus);
- new shares shall be distributed exclusively amongst individuals holding subscription rights as at the close of business for the Nasdaq CSD securities settlement system on 25 September 2019;
- subscription and payment for new shares shall take place in accordance with the procedure set forth in the Prospectus during the period 11 September 2019 – 25 September 2019;
- new shares shall be distributed in accordance with their subscription orders, but not more than the corresponding individual’s pre-emptive right to subscribe to shares. In the case of an amount that exceeds the quantity indicated, the shares shall be divided in proportion to the pre-emptive rights belonging to subscribers (but not in excess of the number of shares subscribed for by the corresponding individual);
- if it appears that share subscription exceeds the number of shares being offered under the current decision, then the number of shares subscribed for shall be divided proportionally between subscribers based on the pre-emptive rights belonging to the subscribers. In the event that the subscribed shares are not divided exactly between subscribers, the Group’s Supervisory Board shall make the final decision on the division of subscribed shares between subscribers. The Group’s Supervisory Board decides on the cancellation of oversubscribed shares. In the event that all of the new shares have not been fully subscribed by the term specified in the decision, the Group’s Management Board shall have the right to extend the subscription period or cancel any shares that have not been subscribed for during the subscription period. The specific rules governing the allocation of new shares are prescribed in the Prospectus;
- newly issued shares will provide the right to a dividend starting in the 2019 financial year.
The minutes of the General Meeting shall be published not later than within 7 (seven) days from the date of the General Meeting on the website of AS LHV Group https://investor.lhv.ee/.
LHV Group is the largest domestic financial group and capital provider in Estonia. LHV Group's key subsidiaries are LHV Pank and LHV Varahaldus. LHV employs more than 420 people, and more than 182,000 customers use LHV’s banking services. Pension funds managed by LHV have more than 177,000 active clients.
Phone: +372 502 0786