Notice to convene annual general meeting
NOTICE ON CALLING THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS
The Management Board of AS LHV Group (hereinafter the "Group") hereby calls the general meeting of the shareholders, to be held at 13:00 on 13 March 2020 (Tallinn time) at Hilton Tallinn Park Hotel, "Ballroom" conference hall (Fr. R. Kreutzwaldi 23, Tallinn, second floor).
Registration of participants will start at the venue of the meeting at 12:00. Registration will end at 12:50. We kindly ask all shareholders and representatives to arrive in a timely manner, taking into account the time required for registration.
The list of shareholders entitled to participate at the general meeting will be established 7 (seven) days before the general meeting, i.e. as at 6 March 2020 COB of Nasdaq CSD.
For registration, we kindly ask participants to submit the following documents:
- shareholders who are natural persons are required to submit their identity document; representatives must also submit a valid written authorisation document;
- legal representatives of shareholders who are legal persons are required to submit their identity document; authorised representatives must also submit a valid written authorisation document. If the legal person has not been registered in the Estonian commercial register, we kindly request submission of a valid extract of the register in which the legal person has been registered and under which the representative is authorised to represent the shareholder (legal authorisation). The extract must be prepared in English or translated into English by a sworn translator or authority equivalent to a sworn translator, be verified by a notary, and bear the Apostille.
A shareholder must inform the Group of the appointment of a representative or withdrawal of the authorisation prior to the general meeting, by sending the corresponding digitally signed notice to the general meeting's e-mail address email@example.com or by delivering the notice in a format which can be reproduced in writing to the Group's location at Tartu mnt 2, Tallinn 10145, first floor, on working days between 09:00 and 19:00. Should a shareholder wish to inform the Group of the appointment of a representative or withdrawal of the authorisation granted to a representative prior to the general meeting, the corresponding notice must have been delivered to and received by the Group at least 3 (three) days before the general meeting, i.e. by 23:59 on 10 March 2020. Rain Lõhmus, Chairman of the Supervisory Board of the Group, may be appointed as the authorised representative, if the shareholder so desires.
The authorisation document form is available for the shareholder on the Group's website at investor.lhv.ee.
Pursuant to the resolution adopted by the Group's Supervisory Board on 19 February 2020, the general meeting will have the following agenda, with the proposals of the Management Board and the Supervisory Board specified under the agenda items and with the Supervisory Board proposing to vote for all draft resolutions specified under the agenda items:
- Approval of the Annual Report 2019
To approve the Annual Report 2019 of the Group, as presented to the general meeting.
- Profit allocation for 2019
The profit attributable to the Group as the parent company of the consolidation group in the financial year 2019 amounts to EUR 19,525 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 19 euro cents per share. The list of shareholders entitled to receive dividends will be established as at 27 March 2020 COB. Consequently, the day of change of the rights related to the shares (ex-dividend date) is set to 26 March 2020. From this day onwards, the person acquiring the shares will not have the right to receive dividends for the financial year 2019. Dividends shall be disbursed to the shareholders on 31 March 2020.
- Overview of the economic results for the first two months of 2020
An overview provided by the Management Board to the shareholders on the economic results for the first two months of 2020.
- Overview on the business environment and the five-year financial forecast
An overview provided by the Management Board on the business environment and the Group's five-year financial forecast.
- Approval of the amendment of the Articles of Association
To amend the Group's Articles of Association and to adopt the new wording of the Articles of Association as presented to the general meeting.
- Approval of the option programme
To adopt the Group's share option programme as presented to the general meeting, and to grant the Group's Supervisory Board consent to the execution of the share option programme.
- Approval of the conditions of performance pay
As of 1 January 2021, to prospectively raise for the next five (5) years, i.e. for the period of the option programme, the percentage of performance pay payable to the management members and equivalent staff of the Group and group companies to 200% of their basic salary in accordance with the rationale presented to the general meeting.
- Extension of the authorisation of the members of the Supervisory Board
To extend the authorisation of the members of the Group's Supervisory Board to 3 (three) years after their current term of office.
Votes shall be cast by open ballot. All documents related to the annual general meeting of the Group (including the notice on calling the general meeting, the draft resolutions, the Group's Annual Report 2019, report on the activities of the Supervisory Board in 2019 and assessment of the Annual Report, and other documents to be submitted to the general meeting) will be made available to the shareholders on the Group's website investor.lhv.ee and at the Group's location at Tartu mnt 2, Tallinn 10145, first floor, during working days from 09:00 to 19:00 until (including) the day of the general meeting.
All shareholders shall have the right to receive from the Management Board information on the Group's activities at the general meeting. The Management Board may refuse to give information, if there is reason to presume that this may cause significant damage to the interests of the Group or the companies incorporated in the Group. Where the Management Board refuses to give information, a shareholder may demand that the legality of the shareholder's demand be decided by the general meeting or submit, within 2 (two) weeks after the refusal, a petition to a court in a proceeding on petition in order to obligate the Management Board to give information.
Any questions regarding the agenda items of the general meeting should be addressed to the Group's e-mail address firstname.lastname@example.org until 23:59 on 10 March 2020.
Shareholders, whose shares represent at least 1/20 (one-twentieth) of the share capital of the Group, may demand the inclusion of additional items on the agenda of the annual general meeting, if the corresponding request is filed in writing at least 15 (fifteen) days prior to the general meeting, i.e. at the latest by 23:59 on 27 February 2020, at the e-mail address: email@example.com or to the Group's location at Tartu mnt 2,Tallinn 10145.
Shareholders, whose shares represent at least 1/20 (one-twentieth) of the share capital of the Group, may submit to the Group in writing a draft resolution on each agenda item, by posting the draft to the e-mail address firstname.lastname@example.org or to the Group's location at Tartu mnt 2, Tallinn 10145. The draft must be submitted in electronic form or by e-mail so that it would be delivered to and received by the Group no later than 3 (three) days before the general meeting, preferably by 23:59 on 10 March 2020 at the latest.
Member of the Management Board of AS LHV Group
Announcement sent by:
Phone: +372 502 0786