Market announcement

Title

Notice on the Public Offering of the Shares of Liven AS

Message

Liven  AS (registry  code 12619609, address  Telliskivi tn 60/5, 10412, Tallinn,
Estonia;  Liven or the Company) hereby announces a public offering of its shares
(the  Offering).  The  Offering  will  be  carried  out  based on the prospectus
prepared  by  Liven  and  approved  by  the  Estonian  Financial Supervision and
Resolution  Authority (EFSA) on  22 April 2026, which has  been published on the
date  of this notice on the websites of Liven and the EFSA (the Prospectus). The
details of the Offering are set out in the Prospectus.

For  interested parties, Liven  will organise a  webinar in English, introducing
the  Company and the Offering on 29 April  at 11:00 and a seminar in Estonian on
29 April  at 17:30 at  Liven's Regati  pst 3 /  5 development at  Regati pst 5,
Tallinn  (ground floor; gathering and the opportunity to visit the Regati pst 5
premises  begins  at  16:30). The  English  webinar  can be joined via this link
(https://meet.google.com/tpq-wquu-tdc).            Prior            registration
(https://calendly.com/uuskodu-liven/liveni-investorite-ohtu-pirital) is required
to participate at the Estonian seminar.

The  Arranger of the Offering is AS LHV  Pank, the Latvian sales agent is Signet
Bank   AS,   Liven's  legal  adviser  is  Ellex  Raidla  Advokaadibüroo  OÜ  and
communication partner is Tuum Consulting OÜ.

Key terms of the Offering
In  the course of  the Offering, Liven  will offer up  to 1,495,730 new ordinary
shares  with  a  nominal  value  of  EUR  0.10 per  share  and  certain minority
shareholders  of Liven will offer up  to 369,015 existing ordinary shares with a
nominal  value of EUR 0.10 per share (together,  the Offer Shares). In the event
of  oversubscription of the Offering, Liven has the right to increase the number
of  Offer Shares by up to 854,705 additional  new ordinary shares with a nominal
value  of EUR  0.10 per share  (the Overallotment  Shares). If the Overallotment
Shares  are allocated to  investors in full,  the maximum total  number of Offer
Shares  is 2,719,450. Liven  also has  the right  to cancel  the Offering to the
extent not subscribed for.

Liven  has one type of  shares and all Offer  Shares are or will  be of the same
type.

The  Offering comprises a public offering  to retail and institutional investors
in  Estonia, Latvia and Lithuania. In addition, Liven may offer the Offer Shares
non-publicly  to  qualified  investors  within  the  meaning  of Regulation (EU)
2017/1129 of  the European Parliament and of  the Council of 14 June 2017 on the
prospectus to be published when securities are offered to the public or admitted
to trading on a regulated market (the Prospectus Regulation) in Estonia, Latvia,
Lithuania  and certain selected member states  of the European Economic Area, as
well  as to other  selected investors, subject  to relevant exemptions under the
laws  of the respective Member States. The  public offering will take place only
in  Estonia, Latvia and Lithuania and no  public offering will take place in any
other jurisdiction.

The  subscription period for the Offer  Shares will commence on 23 April 2026 at
10:00 (Estonian time) and ends on 7 May 2026 at 15:30 (Estonian time) (the Offer
Period), unless the Offer Period is changed or the Offering is cancelled.

The  Offer Shares are offered  at a price of  EUR 4.68 per Offer Share, of which
EUR  0.10 is the nominal value and the remainder is the share premium (the Offer
Price).

Based  on the number of new ordinary shares  to be issued by Liven and the Offer
Price,  the gross proceeds to  be raised by Liven  in the course of the Offering
will  be up to  EUR 7.0 million, and  up to EUR  11.0 million if the Offering is
increased  by the  Overallotment Shares.  Together with  the offering by certain
minority  shareholders of  Liven, based  on the  number of  Offer Shares and the
Offer  Price, the gross proceeds of the  Offering will be up to EUR 8.7 million,
and  up to EUR  12.7 million if the  Offering is increased  by the Overallotment
Shares.

Liven's  key shareholders Verdale OÜ, BKK Holding  OÜ and Laur & Partners OÜ, as
well  as Probus OÜ and Ivard OÜ, are long-term and strategic shareholders of the
Group and have undertaken, on the basis of an agreement entered into with AS LHV
Pank,  not to sell, enter into sales agreements or otherwise transfer the Shares
of Liven belonging to them during the 12-month period following the Offering.

The indicative timetable of the Offering is as follows:

  Commencement of the Offer Period              23 April 2026 at 10:00

  End of the Offer Period                       7 May 2026 at 15:30

  Announcement of the results of the Offering   On or about 11 May 2026

  Settlement of the Offering                    On or about 13 May 2026

  First trading day on the Exchange             On or about 15 May 2026


Submission of Subscription Undertakings
In order to subscribe for shares in the Offering, an investor must have a
securities account with an account operator of the Estonian branch of Nasdaq CSD
SE (the Nasdaq CSD) or a financial institution that is a member of the Nasdaq
Tallinn Stock Exchange (the Exchange).

Submission of Subscription Undertakings by Estonian investors
An  investor who wishes to  subscribe for Offer Shares  must contact the account
operator  that manages the relevant investor's Nasdaq CSD securities account and
submit  a Subscription Undertaking  for subscription of  the Offer Shares in the
form set out below during the Offer Period. The Subscription Undertaking must be
submitted  to the account operator by the end of the Offer Period at the latest.
By  submitting a Subscription  Undertaking, the investor  authorises the account
operator that manages the settlement account linked to the investor's securities
account  to immediately  block the  total transaction  amount on  the investor's
settlement  account until settlement  is completed or  the funds are released in
accordance with the terms and conditions set out in the Prospectus.

 Securities account holder:              Investor's name

 Securities account:                     Investor's securities account number

 Account operator:                       Name of the investor's account
                                         operator

 Securities:                             Liven ordinary share

 ISIN code:                              EE3100003112

 Number of securities:                   Number of Offer Shares that the
                                         investor wishes to subscribe for

 Price (per share):                      EUR 4.68

                                         Number of Offer Shares that the
 Transaction amount:                     investor wishes to subscribe for
                                         multiplied by the Offer Price

 Counterparty:                           AS LHV Pank*

 Securities account of the counterparty  99104086627
 to the transaction:

 The account operator of the             AS LHV Pank
 counterparty to the transaction:

 Settlement date:                        13 May 2026

 Type of transaction:                    "subscription undertaking"

*In  order to facilitate the settlement of the Offering and to enable trading of
the  Shares on the Exchange to commence as soon as possible after the allocation
of  the  Offer  Shares,  (i)  the  Shares  belonging  to  Laur  & Partners OÜ, a
shareholder  of the Company, will be used  for the settlement of the Offering to
the extent of the new shares to be issued, which Laur & Partners OÜ will lend to
AS LHV Pank and transfer to AS LHV Pank prior to the settlement of the Offering,
and  (ii) all Selling Shareholders will transfer their ownership of the existing
shares  to AS LHV Pank prior to  the settlement of the Offering. Accordingly, AS
LHV Pank must be indicated as the counterparty in the Subscription Undertaking.

Submission of Subscription Undertakings by Latvian and Lithuanian investors
An  investor who wishes to  subscribe for Offer Shares  must contact a financial
institution that is a member of the Exchange and operates the securities account
of  the  respective  investor  and  submit  a  Subscription  Undertaking for the
purchase  of the Offer Shares in the  form accepted by the financial institution
and  in accordance with the  terms and conditions of  the Offering. The investor
may  use  any  method  offered  by  the  financial  institution  to  submit  the
Subscription  Undertaking  (e.g.  physically  at  the customer service location,
through internet banking or otherwise).

Admission to trading of the Shares
On  22 April 2026, Liven submitted  an application to  Nasdaq Tallinn AS for the
admission  of all of its  shares (including the Offer  Shares) to trading on the
Baltic  Main List of the Nasdaq Tallinn  Stock Exchange. Trading with the Shares
on  the Baltic  Main List  of the  Nasdaq Tallinn  Stock Exchange is expected to
commence on or about 15 May 2026.

Availability of the Prospectus
The  Prospectus, together with the translations of the summary of the Prospectus
into  Latvian and Lithuanian, has been  published and is available in electronic
form on the website of Liven at https://liven.ee/en/investor/ and on the website
of   the  EFSA  at  https://www.fi.ee  (https://www.fi.ee/).  In  addition,  the
Prospectus,  together with the translations of the summary of the Prospectus, is
available through the information system of the Exchange.

Before  making an investment decision, investors  should read the Prospectus and
its  summary and, if necessary, consult a  person who specialises in advising on
such investments.


Joonas Joost
Chief Financial Officer
e-mail: [email protected] (mailto:[email protected])
https://liven.ee/  (https://liven.ee/en/)

Important information
This  notice is an advertisement of  securities within the meaning of Regulation
(EU)  2017/1129 of the European  Parliament and of  the Council of 14 June 2017
(the "Prospectus Regulation"). Before making an investment decision, please read
the  prospectus  and  its  summary,  which  are  available  at https://www.fi.ee
(https://www.fi.ee/) and https://liven.ee/en/investor/.  Each investor must make
an  investment decision only  on the basis  of the information  contained in the
prospectus  and, if necessary, consult an expert. The approval of the prospectus
by  the  Estonian  Financial  Supervision  and  Resolution  Authority  does  not
constitute an endorsement of the shares of Liven AS.

The  information  contained  in  this  notice  is  not intended for publication,
distribution  or transmission, in  whole or in  part, directly or indirectly, in
the  United States, Canada,  Hong Kong, Japan,  Singapore, South Africa or other
countries  or in  circumstances where  publication, distribution or transmission
would  be unlawful.  The shares  of Liven  AS are  offered to the public only in
Estonia,  Latvia and Lithuania and no sale or offering of shares will take place
in  any jurisdiction where  such offering, invitation  or sale would be unlawful
without  an exemption or qualification under the  law. The shares are offered to
the  public only on the basis of the prospectus and its summary and the offering
is  directed only at persons to whom the prospectus is directed. This notice has
not been approved by any supervisory authority and is not a prospectus.