Börsiteade

Pealkiri

NOTICE REGARDING THE CALLING OF A SPECIAL GENERAL MEETING OF SHAREHOLDERS

Teade

The Management Board of AS LHV Group (hereinafter Group) is calling a special
general meeting of shareholders, set to take place on 21 August 2019 starting at
13:00 (Tallinn time) in the 'Ballroom I' conference hall of the Hilton Tallinn
Park hotel (Fr.R. Kreutzwaldi 23, Tallinn, 2nd floor).

Registration of meeting participants will begin at 12.00 at the location of the
meeting. Registration ends at 12.50. We ask that shareholders and their
representatives arrive as early as possible, taking into consideration the time
required for participants to register.

The list of shareholders entitled to participate in the special general meeting
of shareholders shall be determined 7 (seven) days before the general meeting is
held, i.e. 14 August 2019, as at the end of the business day for the Nasdaq CSD
settlement system.

We ask that the following be presented when registering for the general meeting:

 1. a personal identification document for a shareholder who is a natural
    person; in addition to a valid written authorisation document;
 2. a personal identification document for the legal representative of a
    shareholder who is a legal entity; in addition to a valid written
    authorisation document for the authorised representative. In the event that
    the legal entity is not registered in the Estonian commercial register, we
    ask that a valid extract from a corresponding register be submitted, in
    which the legal person is registered and from which the right of the
    representative to represent the shareholder (right of representation arising
    from law) arises. The extract must be in English or translated into English
    by a sworn translator or official equivalent to a sworn translator,
    confirmed and legalised or certified by an apostille, unless otherwise
    provided by an international agreement.

Prior to the special general meeting taking place, the Shareholder must notify
the Group regarding the appointment of a representative or the revocation of the
authorisation granted to a representative, sending a digitally signed notice to
this effect to the e-mail address [email protected] (mailto:[email protected]) or by
delivering a notice that can be reproduced in writing, on working days between
the hours of 09:00 to 19:00, to the Group's registered office at Tartu mnt 2,
Tallinn 10145, Ground Floor. If the Shareholder wishes to notify the Group's
representatives, prior to the general meeting taking place, regarding the
appointment of a representative or the revocation of the authorisation issued to
the representative, such notices must have been received by the Group by 23.59
on 16 August 2019, at the latest. If so desired, Rain Lõhmus, Chairman of the
Supervisory Board of the Group, may be designated as the authorised
representative.

The authorisation form, which the Shareholder may use to authorise the
representative, is available on the Group's website investor.lhv.ee
(https://investor.lhv.ee/en/).

In accordance with the 26 July 2019 decision of the Group's Supervisory Board,
the agenda for the general meeting is as follows and the proposal of the
Management Board and Supervisory Board regarding the agenda items is the
following, whereas the Supervisory Board has made the proposal to vote in favour
of the draft decision:


 1. Overview of economic performance for the first seven months of 2019

An overview, provided by the Management Board to the shareholders, regarding the
Group's economic performance for the first seven months of 2019.

 1. Overview of the long-term financial forecast

Management's overview of the Group's adjusted long-term financial forecast.

 1. Raising of the share capital

To increase the Group's share capital by EUR 2,200,000 through the issuing of
new ordinary shares under the following terms and conditions:

    i. to issue EUR 2,200,000 in ordinary shares with a nominal value of EUR 1,
       as a result of which the new amount of share capital will be EUR
       28,454,079;
   ii. the shares will be issued with a share premium. The nominal value must be
       paid for each share, which is EUR 1, and the lower limit of the share
       premium is EUR 10.50, with it being possible for the Supervisory Board to
       assign a higher share premium by the start of share subscription, at the
       latest;
  iii. The Group's shareholders 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. A 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 4 September 2019;
   iv. The Group's shareholders, who have been entered in the list of
       shareholders as at the fixed day, shall each be granted 1 (one) right of
       pre-emption for every existing 12 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;
    v. the trading period for rights of subscription for shares - 11 September
       2019 until 23 September 2019, whereas the terms and conditions for
       trading with rights of subscription for shares are set forth in the
       Prospectus;
   vi. new shares shall be distributed exclusively amongst individuals holding
       subscription rights as at the close of business for the Nasdaq CSD
       securities settlement system on 25 September 2019;
  vii. subscription and payment for new shares shall take place in accordance
       with the procedure set forth in the public offer prospectus and listing
       particulars published prior to the start of the tender, during the period
       11 September 2019 - 25 September 2019;
 viii. new shares shall be distributed in accordance with their subscription
       orders, but not more than the corresponding individual's pre-emptive
       right 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 for by the corresponding individual);
   ix. if it appears 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 for during the subscription period. The specific
       rules governing the allocation of new shares are prescribed in the
       Prospectus;
    x. newly issued shares will provide the right to a dividend starting in the
       2019 financial year.

Shareholders have until the date on which the general meeting takes place
(included) to review all of the documents (including the notice calling together
the general meeting, drafts of the resolutions, the Group's 2018 Annual Report,
overview of the Group's economic activities for the current year) associated
with the Group's special general meeting, and found on the Group's website
investor.lhv.ee (https://investor.lhv.ee/en/) and at the Group's registered
office at Tartu mnt 2, Tallinn 10145, Ground Floor, on working days from 09.00
to 19.00.

Shareholders have the right to receive information from the Management Board at
the general meeting regarding the activities of the Group. The Management Board
may refuse to provide information if there is reason to believe that it may
result in significant damage to the interests of the Group or companies that are
a part of the group. In the event that the Management Board refuses to provide
information, the shareholder may demand that the legality of the shareholder's
demand be decided by the meeting of shareholders or to submit, within two weeks
after receiving the refusal of the management board, a petition to a court in
order to obligate the Management Board to give information.

Any questions regarding the agenda for the special general meeting can be
submitted to the Group at the e-mail address [email protected] (mailto:[email protected])
until 23.59 on 16 August 2019.

Shareholders whose shares represent at least 1/20 (one-twentieth) of the Group's
share capital may demand the inclusion of additional issues on the agenda of the
general meeting if the respective demand has been submitted in writing no later
than 15 (fifteen) days before the general meeting is held, i.e. at the latest by
23.59 on 06 August 2019, to the e-mail address [email protected] (mailto:[email protected]) or
the Group's registered office at Tartu mnt 2, Tallinn 10145.

Shareholders whose shares represent at least 1/20 (one-twentieth) of the Group's
share capital may submit a draft of the resolution in respect to each item on
the agenda, sending the corresponding draft, in writing, to the e-mail address
[email protected] (mailto:[email protected]) or the Group's seat at Tartu mnt 2, Tallinn
10145. The draft must arrive electronically or via regular mail in such a manner
that it has been received by the Group at least 3 (three) days prior to the
general meeting taking place, by 23.59 on 16 August 2019.



Sincerely,

Madis Toomsalu
Member of the Management Board of AS LHV Group


Announcement sent by:
Priit Rum
Communication Manager
Phone: +372 502 0786
Email: [email protected]