The special general meeting of shareholders of AS LHV Group, held today in
Hilton Tallinn Park Hotel (Fr. R. Kreutzwaldi St 23) and also broadcast via
video, decided to increase the share capital of AS LHV Group.
A total of 1,484 shareholders participated and were represented at the meeting,
with their corresponding shares representing a total of 20,437,465 votes. This
means 70.18% of the votes determined by shares were represented at the meeting.
Of the participants 1,445 shareholders, representing a total of 8,993,954 votes,
cast their votes in advance of the meeting electronically as set in the
Procedure of Electronic Voting.
The notice on calling the special general meeting was published in the stock
exchange information system and on LHV website on 2 August 2021. On the same
date, the notice was printed in the Eesti Päevaleht daily newspaper.
The special general meeting of the shareholders of AS LHV Group resolved:
1. Increase of the share capital
The general meeting resolved to increase share capital of the Group by EUR
25,340,000 through the issuing of new ordinary shares under the following terms
and conditions:
1. to issue 905,000 ordinary shares with a nominal value of EUR 1, as a result
of which the new amount of share capital will be EUR 30,023,873;
2. the shares will be issued with a share premium. Each share requires the
payment of the nominal value, which is EUR 1, and the share premium with a
lower limit of EUR 27, with it being possible for the Supervisory Board to
assign a higher share premium by the start of share subscription, at the
latest;
3. only the Group's shareholders who 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 are allowed to participate in the subscription of new shares.
The 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 8 September 2021;
4. The Group's shareholders, who have been entered in the list of shareholders
as at the fixing date, shall each be granted 1 (one) right of pre-emption
for every existing 33 (thirty-three) 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 specific principles for the distribution of shares
shall be established before the beginning of the offer in the upcoming
prospectus for public offering, listing and admission to trading
('Prospectus');
5. trading with the rights of pre-emption shall take place pursuant to the
procedure provided in the Prospectus, in the period from 15 September 2021
to 27 September 2021;
6. new shares shall be distributed exclusively amongst individuals holding
rights of pre-emption as at the close of business for the Nasdaq CSD
securities settlement system on 29 September 2021.
7. subscription to new shares and payment for these shall take place pursuant
to the procedure provided in the Prospectus, in the period from 15
September 2021 to 29 September 2021;
8. new shares shall be distributed in accordance with their subscription
orders, but not more than the number of the respective individual's pre-
emptive rights 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 to by the corresponding individual);
9. if it becomes apparent 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
during the subscription period. The specific rules governing the division
of new shares are prescribed in the Prospectus;
10. newly issued shares will provide the right to a dividend starting from the
2021 financial year.
In favor: 20,415,970 votes (99.89% of the represented votes)
Against: 3,936 votes (0.02% of the represented votes)
Impartial: 17,453 votes (0.09% of the represented votes)
Did not vote: 0 votes (0% of the represented votes)
All relevant documents associated with the Group's general meeting have been
presented in more detail on LHV home page https://investor.lhv.ee/en/general-
meetings/#23.08.2021), 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 620 people. LHV's banking services are used by
290,000 clients, the pension funds managed by LHV have 174,000 active clients,
and LHV Kindlustus protects a total of 132,000 clients. LHV's UK branch offers
banking infrastructure to over 160 international financial services companies,
via which LHV's payment services reach clients around the world.
Priit Rum
LHV Communication Manager
Phone: +372 502 786
Email: priit.rum@lhv.ee (mailto:priit.rum@lhv.ee)
|