Market announcement

Title

Notice convening the annual general meeting of shareholders of Liven AS

Message

The  management board of Liven AS (registration code 12619609; registered office
Telliskivi  60/5, 10412, Tallinn)  is  calling  the  annual  general  meeting of
shareholders  on 14 May 2025 at 10.00 a.m. EEST. The meeting will be held at the
salon office of Liven AS, Telliskivi 60/5, 10412, Tallinn (ground floor).

Registration  for the meeting  will start on  14 May 2025 at 9.30 at the meeting
venue.  The list of shareholders entitled to  attend the general meeting will be
fixed  seven days prior to the general meeting, i.e. as at the close of business
on the Nasdaq CSD Estonian settlement system on 7 May 2025.

Shareholders  who  cannot  attend  the  general  meeting  can  vote on the draft
resolutions  on the agenda of the general  meeting before the general meeting in
the  period from the publication of the notice calling the general meeting (i.e.
from  17.04.2025) until 12.05.2025 at  17.00 EEST by  sending a digitally signed
voting  slip to the e-mail address [email protected] (mailto:[email protected]).
The  vote must be cast  on a correctly completed  voting ballot available on the
website  of Liven AS https://liven.ee/investor/uldkoosolek (hereinafter referred
to  as the Liven AGM website). In case the shareholder is represented by a proxy
when  submitting the voting ballot, the proxy  must be accompanied by a power of
attorney attesting the right of representation, which must be submitted together
with  or  prior  to  the  submission  of  the  digitally signed voting ballot to
[email protected]  (mailto:[email protected]). A  shareholder who  has duly cast
their vote by 17.00 on 12.05.2025 at the latest shall be deemed to be present at
the  general meeting  and the  votes represented  by the  shares held by him/her
shall  be counted towards  the quorum for  the general meeting, unless otherwise
provided by law.

The supervisory board of Liven AS has set the following agenda for the annual
general meeting and submits the following proposals to the shareholders
regarding the items on the agenda:

1.        Approval of the annual report for 2024
1.1.     To approve the consolidated annual report for the year 2024 prepared by
the management board of Liven AS and approved by the supervisory board as
submitted to the general meeting.

2.        Distribution of profits
           To approve the following profit distribution proposal submitted by
the management board of Liven AS:
2.1.     To approve the net profit for the financial year 2024 in the amount of
EUR 558 thousand.
2.2.     To transfer EUR 2 thousand to the mandatory reserve capital.
2.3.     To pay a total dividend to shareholders in the amount of EUR 180
thousand.
2.4.     To transfer EUR 376 thousand to the retained earnings from previous
periods.
2.5.     The list of shareholders entitled to dividends will be fixed as at the
close of business on 21.05.2025 in the Nasdaq CSD settlement system.
2.6.     Dividends will be paid on 28.05.2025 or on a date close to that date.

3.        Appointment of the auditor for the period 2025-2026 and determination
of the auditor's remuneration arrangements.
3.1.     To appoint KPMG Baltics OÜ as the auditor for the years 2025-2026 and
to pay the auditor a fee in accordance with the contract to be concluded with
the auditor.


Procedural matters
Shareholders whose shares represent at least 1/10 of the share capital may
request the inclusion of additional items on the agenda of the general meeting,
provided that the request is submitted in writing 15 days before the general
meeting (i.e. 29.04.2025). Shareholders whose shares represent at least 1/10 of
the share capital may submit in writing a draft resolution for each item on the
agenda no later than 11.05.2025.

The documents relating to the general meeting of shareholders of Liven and other
important  information  relating  to  the  general  meeting, including the draft
resolutions,  the audited  2024 consolidated financial  statements of Liven, the
report  of the supervisory board and the voting ballots will be available on the
Liven  AGM website or  at the registered  office of the  company on working days
from 10:00 to 16:00, until 13.05.2025, Telliskivi 60/5, Tallinn.

Shareholders  have the  right to  receive information  on the  activities of the
company  from the management board at  the general meeting. The management board
may  refuse to provide  information if there  are grounds for  believing that it
would  be likely to cause substantial damage to the interests of the company. In
the  event  that  the  management  board  refuses  to  provide  information, the
shareholder  may request the general meeting to  decide on the lawfulness of his
request,  or he  may, within  two weeks,  bring an  application before  a court,
without   legal   proceedings,   to  compel  the  management  board  to  provide
information.

Draft resolutions and justifications submitted by shareholders will be published
on the Liven AGM website when received. After the agenda of the general meeting,
including  additional items, has been exhausted,  shareholders can ask the board
for information on the activities of the company.

Questions  on the items on the  agenda of the general meeting  can be sent by e-
mail  to  [email protected]  (mailto:[email protected]).  Information  on how to
watch  the video webcast  of the general  meeting can be  found on the Liven AGM
website.

To register for the general meeting, please submit:

  * an identity document for a natural person who is a shareholder. In addition,
    the shareholder's representative must also submit a valid written power of
    attorney.
  * legal representative of a legal person shareholder: identity document;
    authorised representative: additionally a valid written power of attorney.

As proof of identity, we ask you to present your passport or ID card.

Prior  to the  general meeting,  a shareholder  may notify  the appointment of a
proxy  and  the  withdrawal  of  the  proxy  by  the  proxy  holder by e-mail to
[email protected]    (mailto:[email protected])   or   by   handing   over   the
aforementioned document(s) at the company's registered office, Telliskivi 60/5,
Tallinn, on weekdays between 10:00 and 16:00 EEST, no later than 13.05.2025.


Joonas Joost
Liven AS, CFO
E-mail: [email protected]