Clevon AS

Regulatory Filings • Dec 23, 2024

Harmonisation of the articles of the group's Estonian subsidiaries

Liven AS has harmonised the articles of associations of the group's subsidiaries
registered in Estonia and supplemented them, where necessary, with the right to
establish a voluntary reserve. Among others, the amendment concerns the
following subsidiaries that are considered significant subsidiaries according to
the requirements of Nasdaq Tallinn:

Liven Kodu OÜ
Liven Kodu 6 OÜ
Liven Kodu 12 OÜ
Liven Kodu 14 OÜ
Liven Kodu 15 OÜ
Liven Kodu 16 OÜ
Liven Kodu 18 OÜ
Liven Kodu 20 OÜ

Translation of the item added to the articles of association (original in
Estonian): One or more voluntary reserves (hereinafter referred to as
the Voluntary Reserve) may be established by decision of the shareholders of the
limited liability company (the Company), which shall be constituted either from
annual allocations of net profits or from additional financial contributions or
other contributions to the Company's equity. Contributions to the Voluntary
Reserve may be made in cash or in other assets (including, for example, by way
of offsetting a shareholder's claim). The value of the contribution in kind is
determined by the management of the Company. The amount of the Voluntary Reserve
is determined by a decision of the shareholders, which also determines the
amount of the contributions to be paid by the shareholders and the procedure for
their payment (the contributions to the Voluntary Reserve being distributed in
proportion to the shareholdings of the shareholders in the Company). Once the
formation of the Voluntary Reserve from the contributions of the shareholders
has been decided, each shareholder will be obliged to make a contribution
corresponding to the amount set out in the shareholders' decision (regardless of
whether the shareholder participated in the adoption of the decision or opposed
it). Voluntary Reserves, if established, shall be deemed to form part of the
Company's equity capital (including contributions to the Reserve being deemed to
be a contribution to equity capital) and may be used to cover losses, to
increase share capital or to make distributions to shareholders, as determined
by a resolution of the shareholders (or, in the case of a resolution of the
shareholders, by the management of the Company). Any payments to shareholders
from the Voluntary Reserves shall be distributed among the shareholders in
proportion to the amount of their contributions to the Voluntary Reserve.
Payments may be made only to the extent of the contributions made to the
Voluntary Reserve, but no more than the amount that does not result in a
reduction of the net assets below the minimum net assets requirement set out in
§ 176 of the Commercial Code. No interest or other charge shall be calculated on
contributions to the Voluntary Reserve. Voluntary Reserves shall be deemed to be
"other reserves" within the meaning of § 155(1)(1) and § 1992(2) of the
Commercial Code.

After registration of the amendments by the Tartu District Court Registration
Department, the articles of association will be available in the e-business
register https://ariregister.rik.ee/eng.

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