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Pealkiri

NOTICE ON CALLING THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

Teade

The Management Board of AS LHV Group (hereinafter the "Group") hereby calls the
general meeting of the shareholders, to be held at 13:00 on 30 March 2022
(Estonian time) at Hilton Tallinn Park Hotel, (Fr. R. Kreutzwaldi 23, Tallinn).

The list of shareholders who are entitled to participate in the general meeting
will be determined as of 7 (seven) days before the general meeting, i.e., as at
23 March 2022 COB of Nasdaq CSD settlement system.

Registration of participants will start at the venue of the meeting at 12:00.
Registration will end at 12:45. We kindly ask all shareholders and
representatives to arrive as early as possible, taking into account the time
required for registration.

Besides ordinary in-person voting, it is also possible to vote electronically on
draft resolutions on the general meeting agenda, either using the voting ballot
found on the Group website at https://investor.lhv.ee/, or, provided that
certain conditions are met, via AS LHV Pank's internet bank. Depending on the
voting method chosen, the voting ballot must be emailed to the Group at
[email protected] (mailto:[email protected]) or sent via internet bank by no later than
17:00 on 29 March 2022 (Estonian time). Holders of nominee accounts and
shareholders who want to vote in regard to one draft resolution in a different
proportion than the total number of votes held by the relevant shareholder, in
other words, to distribute the votes belonging to said shareholder between more
than one of the options provided, must send their votes electronically using the
voting ballot available on the Group website at https://investor.lhv.ee/. In
counting votes sent in electronically, only voting ballots that followed the
electronic voting procedure posted on the Group website at
https://investor.lhv.ee/ will be counted.

For registration for the general meeting, 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 or other document proving right of representation;
 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 from the register in which the legal person has been
    registered and under which the representative is authorised to represent the
    shareholder (legal right of representation). The extract must be prepared in
    English or translated into English by a sworn translator or official
    equivalent to a sworn translator, be verified by a notary, and be legalized
    or bear an apostille, unless set forth otherwise in an international
    agreement.

A shareholder must inform the Group of the appointment of a representative or
withdrawal of the authorisation prior to the general meeting, by sending a
corresponding digitally signed notice to the general meeting's e-mail address
[email protected] (mailto:[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, ground floor, on working days between 09:00 and 18:00, before 17:00 on
29 March 2022 (Estonian time). The authorisation document template, which the
shareholder can use to authorise a representative, can be accessed by
shareholders on the Group's website at https://investor.lhv.ee. If the
shareholder has added their email address to the authorisation document, they
will be allowed to watch the videocast of the meeting at
https://investor.lhv.ee/uldkoosolek/ on the basis of the same email address. If
so desired, chairman of the Group Supervisory Board Rain Lõhmus may be specified
as the authorised representative.



Pursuant to the resolutions adopted by the Group's Supervisory Board on 16
February 2022 and 3 March 2022, the general meeting will have the following
agenda, and the proposals of the Management Board and the Supervisory Board in
regard to the agenda items are specified by each agenda item as follows, whereas
the Supervisory Board has proposed to vote in favour of all draft resolutions
specified under the agenda items.

1. Annual Report 2021
To approve the Group's 2021 annual report in the form in which it was presented
to the general meeting.

2. Profit Allocation for 2021
The profit attributable to the Group as the parent company of the consolidation
group in the financial year 2021 amounts to EUR 58,309 thousand. To transfer EUR
0 to the legal reserve. To approve the profit allocation proposal made by the
Management Board and pay dividends in the net amount of 40 euro cents per share.
The list of shareholders entitled to receive dividends will be established as at
14 April 2022 COB of the settlement system. Consequently, the day of change of
the rights related to the shares (ex-dividend date) is set to 13 April 2022.
From this day onwards, persons acquiring the shares will not have the right to
receive dividends for the financial year 2021. Dividends shall be disbursed to
the shareholders on 20 April 2022.

3. Remuneration Report 2021
To approve the Group's 2021 remuneration report in the form in which it was
presented to the general meeting.

4. Remuneration Principles
To approve the Group's remuneration principles in the form in which they were
presented to the general meeting.

5. Overview of Economic Results for the First Two Months of 2022
An overview provided by the Management Board to the shareholders on the economic
results for the first two months of 2022.

6. Approval of Transaction and Related Increase of Share Capital
To approve the contract of purchase and sale of shares signed by the Group (as
the buyer) and by Luna Peak OÜ, Prudenta OÜ, OÜ Neoinvesteeringud, OÜ Diani EP,
Gracile Holding OÜ, HKN OÜ, OÜ UPsale, Leetberg OÜ, Greenlights OÜ and John
Francis McAndrew (as the sellers) signed on 2 March 2022, whereunder the Group
acquires a 100% share in EveryPay AS (registry code 12280690) for EUR
8,000,000, simultaneously issuing 195,121 ordinary shares in the Group at a
price of 41 euros in conformity with the other conditions set forth in the
contract of purchase and sale of shares referred to (hereinafter "Planned
Transaction"). In essence, the Planned Transaction is a share exchange
transaction.

To increase the Group's share capital through the issue of new ordinary shares
for the purpose of completing the Planned Transaction on the following
conditions:

 1. To issue 195,121 ordinary shares with a nominal value of 1 euro and to
    increase the share capital by 195.121 euros, as a result of which the new
    share capital will total 30,059,288 euros. The shares will be issued with a
    premium amounting to 40 euros.
 2. The right of pre-emption of Group shareholders to subscribe to new shares is
    excluded and the right of subscription to the shares shall be granted to
    EveryPay AS (registry code 12280690) shareholders - i.e. the sellers - as
    follows:

  * Luna Peak OÜ has the right to subscribe 15,435 ordinary shares in the Group
    at a nominal value of 1 euro and share premium of 40 euros (total
    subscription price 632,835 euros).
  * Prudenta OÜ has the right to subscribe 37,386 ordinary shares in the Group
    at a nominal value of 1 euro and share premium of 40 euros (total
    subscription price 1,532,826 euros).
  * OÜ Neoinvesteeringud has the right to subscribe 39,211 ordinary shares in
    the Group at a nominal value of 1 euro and share premium of 40 euros (total
    subscription price 1,607,651 euros).
  * OÜ Diani EP has the right to subscribe 29,311 ordinary shares in the Group
    at a nominal value of 1 euro and share premium of 40 euros (total
    subscription price 1,201,751 euros).
  * Gracile Holding OÜ has the right to subscribe 15,591 ordinary shares in the
    Group at a nominal value of 1 euro and share premium of 40 euros (total
    subscription price 639,231 euros).
  * HKNOÜ OÜ has the right to subscribe 13,236 ordinary shares in the Group at a
    nominal value of 1 euro and share premium of 40 euros (total subscription
    price 542,676 euros).
  * OÜ Upsale has the right to subscribe 9,355 ordinary shares in the Group at a
    nominal value of 1 euro and share premium of 40 euros (total subscription
    price 383,555 euros).
  * Leetberg OÜ has the right to subscribe 6,231 ordinary shares in the Group at
    a nominal value of 1 euro and share premium of 40 euros (total subscription
    price 255,471 euros).
  * Greenlights OÜ has the right to subscribe 54 ordinary shares in the Group at
    a nominal value of 1 euro and share premium of 40 euros (total subscription
    price 2,214 euros).
  * John Francis McAndrew has the right to subscribe 29,311 ordinary shares in
    the Group at a nominal value of 1 euro and share premium of 40 euros (total
    subscription price 1,201,751 euros).

 1. The subscription to the shares takes place by way of monetary contributions
    to the Group's bank account within 5 working days of adoption of this
    resolution.
 2. The new shares issued will provide the right to dividends starting from the
    financial year started 1 January 2022.

7. Amendments to Articles of Association I
Amend the Group's Articles of Association as follows:

  * to supplement clause 4.1.5 and establish it in the following wording:

"4.1.5. The Supervisory Board has set up the Audit Committee, Nomination
Committee and Remuneration Committee and has established the relevant rules of
procedure.";

  * to supplement clause 4.1.6 and establish it in the following wording:

"4.1.6  The Supervisory Board shall have the right, during the period of 3
(three) years from the moment of entry into force of this wording of the
Articles of Association, to increase the share capital by way of contributions
as follows:

 a. in 2022, by up to 6 (six) per cent in total of the size of share capital
    valid at the moment of making the decision to increase the capital;
 b. in both years, in 2023 and in 2024, once a year by up to 2 (two) per cent of
    the size of the share capital valid at the time of the resolution to
    increase share capital";

  * to add to the Estonian-language text a parallel translation into English and
    a new clause, 8.3, in the following wording:

"8.3.    Should there be any contradiction between the conditions in the
Estonian version and the English version, the Estonian version shall prevail."

and to approve the Group's Articles of Association with the abovementioned
amendments as of the General Meeting.

8. Amendments to Articles of Association II and Reduction of Nominal Value of
Share
Amend clause 2.2.1 of the Group's Articles of Association and establish it in
the following wording:

  * "2.2.1.  Aktsiakapital on jagatud 0,1 (null koma ühe) eurose, s.o 10 (kümne)
    eurosendise nimiväärtusega nimelisteks aktsiateks." (Estonian-language
    text),
  * "2.2.1. The share capital has been divided into registered shares with a
    nominal value of 0.1 (zero point one) euro, i.e., 10 (ten) eurocents."
    (English-language text),

and approve the Group's Articles of Association with the abovementioned
amendments.

To reduce the nominal value of each of the Group's existing shares on the
following conditions:

 1. To reduce the nominal value of the Group share by 0.9 (zero point nine)
    euros, including 90 (ninety) euro cents, as a result of which the new
    nominal value of one ordinary share in the Group is 0.1 (zero point one)
    euro, i.e., 10 (ten) euro cents;
 2. The change in the nominal value of the Group share will not result in a
    change in the size of the Group's share capital, i.e., the amount of the
    Group's share capital after the reduction in the nominal value will be the
    euro amount of the share capital entered into the Commercial Register at the
    time of the registration of the reduction of the nominal value of share.
 3. As a result of the change in the share's nominal value, the number of the
    Group's existing shares will change. Prior to the change in the nominal
    value of the share, the Group's shares were entered into the Commercial
    Register pursuant to the size of the share capital at the time of the
    registration of the reduction in nominal value on the consideration that the
    share capital has been divided into one (1) euro nominal value shares.
    Following the change in the nominal value of the share, the Group's shares
    will be entered into the Commercial Register at the time of the registration
    of the reduction in nominal value pursuant to the size of share capital on
    the consideration that the share capital has been divided into 0.1 (zero
    point one) euro, i.e., 10 (ten) euro cent nominal value shares.

The resolutions set forth in this agenda item enter into force on 30 June 2022.

9. Auditor for Financial Year 2023
To appoint KPMG Baltics OÜ (registry code 10096082) as the auditor of the Group
(including Group consolidation group companies, not including LHV UK Ltd), and
give the Group's Management Board the right to extend the agreement entered into
with the relevant auditor, including determining the remuneration procedure for
the auditor.

Give the Group Management Board the right, at its discretion, to decide on the
appointment of auditor for the financial year 2023, for entering into a
corresponding agreement with the auditor and performing all of the necessary
related procedures. To accept the fact that another auditor than the auditor who
was appointed the Group's auditor for the financial year may be appointed as
auditor of the 2022 annual report of LHV UK Ltd.

10. Auditor for Financial Years 2024-2028
To appoint AS PricewaterhouseCoopers (registry code 10142876) as the auditor of
the annual reports for 2024 to 2028 of the Group (including companies in the
Group's consolidation group, not including LHV UK Ltd), determine the
remuneration procedure for the auditor pursuant to agreement concluded with the
auditor and give the Group's Management Board the right to conclude the relevant
agreement.

Give the Group Management Board the right, at its discretion, to decide on the
appointment of auditor(s) for the financial years 2024-2028 for the Group
subsidiary LHV UK Ltd., the period to be audited and appointment of auditor(s),
determining the remuneration procedure and entering into all relevant
procedures. To accept the fact that (an)other auditor(s) than the auditor who
was appointed the Group's auditor may be appointed as auditor of LHV UK Ltd's
annual reports for 2024-2028.



Shareholders who do not wish to take part in the meeting physically, including
those who voted electronically, whose submitted ballots pass technical
inspection and are taken into account in counting the votes, as well as
shareholders who designated a representative at the general meeting, will be
provided with the option of watching the meeting by video link on the website
https://investor.lhv.ee/uldkoosolek/. On the day of the General Meeting before
the start of the General Meeting, the Group will send entitled persons
instructions for watching the videocast. The instructions are also in the
electronic voting procedure, which can be read on the Group's website
https://investor.lhv.ee/.

Up to and including the day of the general meeting, shareholders have the option
of examining all documents submitted to the Group's annual general meeting
(including the notice on calling the meeting, draft resolutions, the Group's
annual report for 2021, the Supervisory Board's report on its activities in
2021 and its assessment of the annual report, remuneration report, remuneration
principles, new wordings of the articles of association) on the Group's website
https://investor.lhv.ee/. Additional data subject to disclosure in regard to the
Planned Transaction were published as a stock market press release on 4 March
2022 via the Nasdaq Tallinn Stock Exchange information system at
https://nasdaqbaltic.com/.

Before the general meeting, shareholders can ask questions about the meeting
agenda items by email at [email protected] (mailto:[email protected]), provided the
questions are received by the Group at least 1 (one) working day before the
meeting - not later than 9:00 on 29 March 2022.

At the general meeting, shareholders have the right to receive information from
the Management Board, request that additional questions be included on the
agenda, and submit a draft resolution in regard to each agenda item. In regard
to the procedure and term for exercising these rights, the Group proceeds from
the provisions of section 287, subsection 293 (2) and 2931 (4) of the Commercial
Code and asks that the relevant applications be sent by email to [email protected]
(mailto:[email protected]) or to the Group's location Tartu mnt 2, Tallinn 10145.

Within 7 (seven) days of the general meeting, the minutes of the general meeting
will be made available on the Group website https://investor.lhv.ee/.



Sincerely,

Madis Toomsalu
Management Board Member, AS LHV Group



Announcement sent by:

Priit Rum
LHV Communication Manager
Phone: +372 502 0786
Email: [email protected] (mailto:[email protected])