Market announcement

Title

Notice on calling the Annual General Meeting of the shareholders of AS LHV Group

Message

The Management Board of AS LHV Group (hereinafter the "Group") hereby calls the
general meeting of the shareholders, to be held at 13:00 (GMT+2) on 20 April
2016 in Swissôtel, conference hall Ballroom 3 (Tornimäe 3, 10145 Tallinn, 6th
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.Lunch will be served during the period allocated 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 23:59 on 13
April 2016. 

For registration, we kindly ask participants to submit the following documents:

  1. shareholders who are natural persons are required to submit their identity
     document; representatives must also submit a valid written authorisation
     document;
  2. 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).

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 protected] 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, on working days
between 09:00 and 19:00, on 1st floor. 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 the latest by
23:59 on 17 April 2016. Rain Lõhmus (personal identification code:
36612300228), 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 16 March
2016, 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: 

1.            Approval of the Annual Report 2015

To approve the Annual Report 2015 of the Group, as presented to the general
meeting. 

2.            Profit allocation for 2015

The profit attributable to the Group as the parent company of the consolidation
group in the financial year 2015 amounts to 13,706 thousand euros. To transfer
685 thousand euros to the legal reserve and the profit attributable to the
parent company of the shareholder in the amount of 13,021 thousand euros to
accumulated loss. Not to pay dividends. 

3.            Overview of the economic results for the first quarter of 2016

The Management Board's overview of the Group's economic results for the first
quarter of 2016 in accordance with section 287 of the Commercial Code. 

4.    Conditional increase of share capital and listing of all shares of the
Group on the Nasdaq Tallinn Stock Exchange Baltic Main List 

4.1. To conditionally increase the Group's share capital by 2,000,000 euros by
way of issue of a maximum of 2,000,000 new ordinary shares, as a result of
which the Group's share capital would conditionally amount to 25,356,005 euros,
subject to the following conditions: 

(i)             the objective of the conditional increase of share capital –
organisation of the public offering of shares and listing and admitting for
trading of all shares of the Group on the Nasdaq Tallinn Stock Exchange Main
List; 

(ii)            the set of persons entitled to participate in the conditional
increase of share capital – a public offering will be organised with respect to
the new shares; 

(iii)           the issue price of shares – the fixed price per ordinary share
will be 6.95 euros, of which the nominal value of the share will amount to 1
euro and the share premium to 5.95 euros; 

(iv)          the term for performing the subscription rights – the planned
term for performing the subscription rights will commence on 2 May 2016 and end
on 16 May 2016; however, depending on the dynamics of the public offering, the
Management Board will have the right to change, extend or shorten the term for
performing the subscription rights; 

(v)           the increase of the share capital and the issue of new shares
will be decided by the Management Board in accordance with the resolution of
the general meeting; 

(vi)          monetary contributions will be made for the new shares;

(vii)         to rule out the possibility for the Group's shareholders to
exercise the pre-emptive right of subscription upon the increase of the Group's
share capital in accordance with this resolution. 

4.2. To organise the public offering of the issued shares and the listing of
all shares of the Group on the Nasdaq Tallinn Stock Exchange Baltic Main List,
whilst the Group's shares may also be listed on the stock exchange, if the
public offering fails or is cancelled, in part or in full. 

5.            Approval of the dividend policy

To approve the Group's dividend policy, as presented to the general meeting.

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 2015, report on the activities of the Supervisory Board in 2015
and assessment of the Annual Report, the dividend policy 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, 1st 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 [email protected] until 23:59 on 17 April
2016. 

Shareholders, whose shares represent at least 1/10 (one-tenth) 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 5 April 2016, at the e-mail address: [email protected] or to the
Group's location at Tartu mnt 2, Tallinn 10145. 

Shareholders, whose shares represent at least 1/10 (one-tenth) 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 [email protected] 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, i.e. by
23:59 on 17 April 2016 at the latest. 


         Sincerely
         
         Erkki Raasuke
         Member of the Management Board of AS LHV Group