Börsiteade

Pealkiri

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

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 (Tallinn time) on 29
March 2017 at Hilton Hotel, "Ballroom" conference hall (Fr. R. Kreutzwaldi 23,
Tallinn, second 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. 

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 22
March 2017. 

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). The extract must be
     prepared in English or translated into English by a sworn translator or
     authority equivalent to a sworn translator, be verified by a notary, and
     bear the Apostille.

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, first floor, on
working days between 09:00 and 19:00. 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 27 March 2017. 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 22
February 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 2016

To approve the Annual Report 2016 of the Group, as presented to the general
meeting. 

2.            Approval of the specification of the dividend policy

To specify the wording of the dividend policy and to adopt the new wording of
the dividend policy as presented to the general meeting. 

3.            Profit allocation for 2016

The profit attributable to the Group as the parent company of the consolidation
group in the financial year 2016 amounts to EUR 17,815 thousand. To transfer
EUR 891 thousand to the legal reserve. To approve the profit allocation
proposal made by the Management Board and pay dividends in the net amount of 15
cents per share. 

The list of shareholders entitled to receive dividends wil be established 10
(ten) stock exchange days after the general meeting, i.e. at 23:59 on April 12.
Dividends shall be disbursed to the shareholders on 14 April 2017 at the
latest. 

4.            Overview of the economic results for the first two months of 2017

The overview provided by the Management Board to the shareholders on the
economic results for the first two months of 2017. 

5.            Approval of the amendment of the Articles of Association

To amend the Articles of Association and to adopt the new wording of the
Articles of Association as presented to the general meeting. 

6.           Approval of the conditions of performance pay

            To prospectively increase the proportion of performance pay payable
to the management and staff members of the Group and the Group's subsidiaries
to 200% of the basic remuneration for all those currently subjected to the 100%
limit (above all, managers of LHV Bank and LHV Asset Management and persons
equivalent to the same) in accordance with the justification presented to the
general meeting. 

7.          Extension of the authorisation of the members of the Supervisory
Board 

To extend the authorisation of the members of the Supervisory Board of the
Group to 3 (three) years after the adoption of this resolution. 



Votes shall be cast by open ballot. All documents related to the annual general
meeting of the Group (including the notice on calling the general meeting, the
draft resolutions, the dividend policy, the Group's Annual Report 2016, report
on the activities of the Supervisory Board in 2016 and assessment of the Annual
Report, the Articles of Association 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, first 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 27 March
2017. 

Shareholders, whose shares represent at least 1/20 (one-twentieth) 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 14 March 2017, 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 1/20 (one-twentieth) 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 [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, by 23:59
on 27 March 2017 at the latest. 



Yours sincerely



Madis Toomsalu

Member of the Management Board of AS LHV Group