Börsiteade

Pealkiri

Notice convening the annual general meeting of shareholders of Liven AS

Teade

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 9 April 2026 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  9 April 2026 at  9:30 a.m. 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 2 April 2026 in the Nasdaq CSD Estonian settlement system.

Shareholders  who  cannot  attend  the  general  meeting  may  vote on the draft
resolutions  on the  agenda of  the general  meeting before  the general meeting
during the period from the publication of the notice calling the general meeting
(i.e.  from 18.03.2026) until  07.04.2026 at 17:00 EEST  by sending  a digitally
signed  voting ballot to  [email protected] (mailto:[email protected]). The vote
must  be cast on a correctly completed voting ballot available on the website of
Liven   AS   at   https://liven.ee/en/investor/agm (hereinafter  the  Liven  AGM
website). If a shareholder is represented by an authorised proxy when submitting
the  voting ballot, a  power of attorney  evidencing the right of representation
must  also be submitted to [email protected] (mailto:[email protected]) together
with  or  prior  to  the  submission  of  the  digitally signed voting ballot. A
shareholder  who has duly voted by  07.04.2026 at 17:00 EEST at the latest shall
be  deemed to be present at the general meeting and the votes represented by the
shares  held by  such shareholder  shall be  counted towards  the quorum  of the
general meeting, unless otherwise provided by law.

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

1. Approval of the annual report for 2025
1.1. To approve the consolidated annual report for the year 2025 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 2025 in the amount of EUR
5,414 thousand.
2.2. To  pay  a  total  dividend  to  shareholders  in  the amount of EUR 1,362
thousand.
2.3. To transfer EUR 4,052 thousand to retained earnings from previous periods.
2.4. The  list of  shareholders entitled  to dividends  will be  fixed as at the
close of business on 16.04.2026 in the Nasdaq CSD settlement system.
2.5. Dividends will be paid on 20.04.2026 or on a date close to that date.

3. Approval  of preparations  for the  initial public  offering and admission of
shares to trading
In  connection with the planned initial public offering and admission to trading
of Liven AS shares:
3.1 To  approve the preparation of the offering and to authorise the supervisory
board  of  Liven  AS  to  make  the  necessary preparations for carrying out the
offering,  including  obtaining  approval  of  the  prospectus from the Estonian
Financial Supervision and Resolution Authority;
3.2 To  approve the admission to trading of all shares of Liven AS on the Baltic
Main  List of  Nasdaq Tallinn  Stock Exchange  and to  authorise the supervisory
board of Liven AS to submit an application to Nasdaq Tallinn AS, the operator of
Nasdaq  Tallinn Stock Exchange,  for the admission  to trading of  all shares of
Liven AS on the Baltic Main List of Nasdaq Tallinn Stock Exchange.

4. Exclusion of pre-emptive subscription rights
4.1. In  connection  with  the  planned  initial  public  offering,  listing and
admission  to trading of Liven AS shares, to exclude, pursuant to Section 345 of
the Commercial Code, the pre-emptive right of the existing shareholders of Liven
AS  to subscribe  for new  shares in  the event  of an increase of share capital
carried out within the framework of the public offering.

5. Amendment of the articles of association
5.1. To  amend clause 2.2 of the articles of association of Liven AS and word it
as follows:
"The supervisory board shall have the right, within 3 years as of the entry into
force  of this  version of  the articles  of association,  to increase the share
capital  of the company by up to one-half  of the amount of the share capital in
force  as at the  date of entry  into force of  this version of  the articles of
association.  When resolving  on an  increase of  share capital pursuant to this
clause,  the supervisory board shall have all the rights of the general meeting.
The supervisory board shall have the right to increase the share capital both by
monetary and non-monetary contributions."
5.2. To  approve the new version of the  articles of association as submitted to
the general meeting of shareholders.

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 relevant  request is submitted  in writing 15 days before the
general  meeting (i.e.  by 25.03.2026). Shareholders  whose shares  represent at
least 1/10 of the share capital may submit in writing a draft resolution on each
agenda item no later than 06.04.2026.

The documents relating to the general meeting of shareholders of Liven and other
important   information   related   to  the  general  meeting,  including  draft
resolutions,  Liven's audited 2025 consolidated annual report, the report of the
supervisory  board and voting ballots, are available on the Liven AGM website or
at  the registered office of the company  on business days from 10:00 to 16:00,
until 08.04.2026, at Telliskivi 60/5, Tallinn.

A  shareholder has the right to receive information from the management board at
the  general meeting on the activities of  the company. The management board may
refuse  to provide  information if  there are  grounds to  presume that this may
cause  significant damage  to the  interests of  the company.  If the management
board refuses to provide information, a shareholder may request that the general
meeting decide on the lawfulness of the shareholder's request or may, within two
weeks, submit a petition to a court in non-contentious proceedings to oblige the
management board to provide the information.

If  draft resolutions  and statements  of reasons  submitted by shareholders are
received,  they will be published on the  Liven AGM website. After the agenda of
the  general  meeting,  including  any  additional  items,  has  been exhausted,
shareholders  may  ask  the  management  board  for  information  regarding  the
activities of the public limited company.

Questions  regarding the items on the agenda  of the general meeting may be sent
by e-mail to [email protected] (mailto:[email protected]). Information on how to
follow  the video webcast of  the general meeting is  available on the Liven AGM
website.

For  registration of participants  attending the general  meeting, we kindly ask
the following documents to be submitted:

  * in the case of a shareholder who is a natural person, an identity document.
    A representative of a shareholder must additionally submit a valid written
    power of attorney;
  * in the case of the legal representative of a shareholder that is a legal
    person, an identity document; an authorised representative must additionally
    submit a valid written power of attorney.

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

Prior  to the  general meeting,  a shareholder  may notify  the appointment of a
representative  and the withdrawal  of the authority  granted by the represented
person   by   e-mail   to  [email protected]  (mailto:[email protected])  or  by
delivering  the relevant  document(s) on  business days  from 10:00 to 16:00, no
later  than 08.04.2026, to  the registered  office of  the company at Telliskivi
60/5, Tallinn.


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