Resolutions of the Annual General Meeting of AS LHV Group
The annual general meeting of shareholders of AS LHV Group (Group), held today in Hilton Tallinn Park Hotel „Ballroom“ hall (Fr. R. Kreutzwaldi St 23), approved the Annual Report, decided the dividend payment for 2019, approved the amendment of the Articles of Association, a new option programme and conditions of performance pay, additionally extended the authorisation of the members of the Supervisory Board.
A total of 144 shareholders participated and were represented at the meeting, with their corresponding shares representing a total of 20,782,819 votes. This means 73.04% of the votes determined by shares were represented at the meeting.
The notice on calling the annual general meeting was published in the stock exchange information system and on LHV website on 21 February 2020. On the same date, the notice was printed in the Äripäev and Eesti Päevaleht LP daily newspapers.
The annual general meeting of the shareholders of AS LHV Group resolved:
1. Approval of the Annual Report 2018
The general meeting unanimously resolved to approve the Annual Report 2019 of the Group, as presented to the general meeting.
2. Profit allocation for 2019
The profit attributable to the Group as the parent company of the consolidation group in the financial year 2019 amounted to EUR 19,525 thousand. The general meeting decided to transfer EUR 0 to the legal reserve.
The general meeting decided to approve the profit allocation proposal made by the Management Board and pay dividends in the net amount of 19 euro cents per share.
The list of shareholders entitled to receive dividends will be established as at 27 March 2020 COB. Consequently, the day of change of the rights related to the shares (ex-dividend date) is set to 26 March 2020. From this day onwards, the person acquiring the shares will not have the right to receive dividends for the financial year 2019. Dividends shall be disbursed to the shareholders on 31 March 2020.
3. Overview of the economic results for the first two months of 2020
The management provided the shareholders with an overview on the economic results for the first two months of 2020, that have been disclosed:
4. Overview of the business environment and the five-year financial forecast
The management gave an overview on the business environment and the disclosed .
5. Approval of the option programme for 2020-2024
The general meeting resolved to adopt the Group's share option programme as presented to the general meeting, and to grant the Group's Supervisory Board consent to the execution of the share option programme.
The option programme for the new period resembles the programme of the previous period, with the resolution of the general meeting the recipients of options and the scope of the programme was specified. According to the new programme, the management of the Group and its subsidiaries, the equivalent staff and key employees entitled to the options will be established with the resolution of the Supervisory Board on the proposal of the Remuneration Committee. The volume of the option programme was determined on an annual basis within a maximum of 2% of the total number of the shares of AS LHV Group, but this limit may be exceeded in the future by the previously unused portion of the effective option programme. The new option programme has a term of five years, with the last options being set in 2025 on the basis of economic results in 2024.
In favor: 20,718,347 votes (99.69% of the represented votes)
Against: 64,472 votes (0.31% of the represented votes)
Impartial: 0 votes (0% of the represented votes)
Did not vote: 0 votes (0% of the represented votes)
6. Approval of the conditions of performance pay
The general meeting resolved to, as of 1 January 2021, prospectively raise for the next five (5) years, i.e. for the period of the option programme, the percentage of performance pay payable to the management members and equivalent staff of the Group and group companies to 200% of their basic salary in order to ensure the managers of the Group’s companys standard conditions of the remuneration package (option programme) and to harmonise their long-term interests with those of the shareholders.
In favor: 20,718,347 votes (99.69% of the represented votes)
Against: 64,472 votes (0.31% of the represented votes)
Impartial: 0 votes (0% of the represented votes)
Did not vote: 0 votes (0% of the represented votes)
7. Approval of the amendment of the Articles of Association
The general meeting unanimously resolved to amend the Group's Articles of Association and to adopt the new wording of the Articles of Association as presented to the general meeting.
The amendment updated the content of the Supervisory Board’s right to increase the share capital in order to facilitate the realization of the share option programme. According to the amendment, the Supervisory Board has the right to increase the share capital within the maximum amount of the share option programme for the next three years. In addition, the reference to Risk and Capital Committee set up by the Supervisory Board was removed from the Articles of Association, as since December it has been established at the level of LHV Pank.
8. Extension of the authorisation of the members of the Supervisory Board
The general meeting resolved to extend the authorisation of the members of the Group's Supervisory Board Rain Lõhmus, Andres Viisemann, Tiina Mõis, Heldur Meerits, Raivo Hein, Sten Tamkivi and Tauno Tats to 3 (three) years after their current term of office.
In favor: 20,618,347 votes (99.21% of the represented votes)
Against: 164,472 votes (0.79% of the represented votes)
Impartial: 0 votes (0% of the represented votes)
Did not vote: 0 votes (0% of the represented votes)
The draft resolutions have been presented in more detail on LHV home page (), where the minutes of the meeting shall also be made available at the latest 7 days after the general meeting.
LHV Group is the largest domestic financial group and capital provider in Estonia. LHV Group's key subsidiaries are LHV Pank and LHV Varahaldus. LHV employs over 450 people, and 212,000 customers use LHV’s banking services. Pension funds managed by LHV have 177,000 active clients.
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