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LHV Group Proxy Solicitation & Information Statement 2026

Mar 3, 2026

2219_rns_2026-03-03_a94497d8-7ed8-4b1d-a71b-360a6e66cade.html

Proxy Solicitation & Information Statement

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NOTICE ON CALLING ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE ON CALLING ANNUAL GENERAL MEETING OF SHAREHOLDERS

The Management Board of AS LHV Group (hereinafter LHV Group) hereby calls the
general meeting of the shareholders (hereinafter the General Meeting), to be
held on 25 March 2026 starting at 13:00 (Estonian time) at Swissôtel
Tallinn Hotel (Tornimäe 3, 10145 Tallinn, 6th floor).

The list of shareholders entitled to participate in the General Meeting will be
determined as of 7 (seven) days before the General Meeting, i.e., as at 18 March
2026 EOD of Nasdaq CSD settlement system.

Pursuant to the resolution adopted by LHV Group's Supervisory Board on 18
February 2026, the agenda of the General Meeting will be following, 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 2025
    To approve the Annual Report of LHV Group for the financial year 2025 as
    submitted to the General Meeting.

  2. Profit Distribution for Financial Year 2025
    The consolidated net profit attributable to LHV Group as the parent company
    of the consolidation group in the financial year 2025 amounts to EUR
    114,265 thousand. Transfer EUR 0 to the legal reserve. Approve the profit
    allocation proposal made by the Management Board and pay dividends in the
    net amount of 17 euro cents per share. The list of shareholders entitled to
    receive dividends will be established as at on 10 April 2026 EOD of Nasdaq
    CSD settlement system. Consequently, the day of change of the rights related
    to the shares (ex-dividend date) is set to 9 April 2026. From this day
    onwards, the person acquiring the shares will not have the right to receive
    dividends for the financial year 2025. Dividends shall be disbursed to the
    shareholders on 15 April 2026.

  3. Financial Results of First Two Months of 2026
    An overview of the economic results of LHV Group for the first two months of
    2026.

  4. Five-Year Financial Forecast
    An overview of the five-year financial forecast of LHV Group.

  5. Dividend Policy
    An overview of the amendment to the Dividend Policy of LHV Group.

  6. Remuneration Principles
    To approve the Remuneration Principles of the Management Board of LHV Group
    as presented to the General Meeting.

  7. Recall of Supervisory Board Members
    To recall Raivo Hein (personal identification code: 36611230293) and Tiina
    Mõis (personal identification code: 45702240324) from the Supervisory Board
    of LHV Group, effective immediately upon the adoption of this resolution.

  8. Election and Extension of Term of Office of Supervisory Board Members
    To elect Kairi Pauskar (personal identification code: 48201312725) and
    Christian Schröder (birth date: 18.01.1971) as new members of the
    Supervisory Board of LHV Group, with the term commencing immediately upon
    the adoption of this resolution and continuing for three years, i.e., from
    25 March 2026 until 24 March 2029 (inclusive).

    To extend the term of office of Rain Lõhmus (personal identification code:
    36612300228), Andres Viisemann (personal identification code: 36810020231),
    and Tauno Tats (personal identification code: 37205160226), members of the
    Supervisory Board of LHV Group, for a period of 3 (three) years from the
    expiry of their current term of office, i.e., from 29 March 2026 until 28
    March 2029 (inclusive).

The registration of the participants of the General Meeting will take place on
the day of the meeting, 25 March 2026, between 12:00 and 12:45. The organizers
of the General Meeting have the right not to consider later requests for
registration and participation in the General Meeting. Registration of
participation ensures the exercise of shareholder's rights during the General
Meeting, including electronic voting for draft resolutions on the agenda of the
General Meeting.

Shareholders who cannot or do not wish to take part in the General Meeting can
vote on the draft resolutions on the agenda of the General Meeting before the
General Meeting (hereinafter pre-voting) in the period from the determination of
the list of shareholders entitled to participate in the General Meeting (i.e.,
as of the end of the business day of the Nasdaq CSD settlement system on 18
March 2026) until 23 March 2026 at 17:00, whereas the simplified pre-voting via
the website vote.lhv.ee/ (https://vote.lhv.ee/) (hereinafter meeting website)
will be opened at 10:00 on 20 March 2026. A shareholder who has pre-voted is
considered to be participating in the General Meeting, and the votes represented
by the shares that shareholder holds are accounted as part of the General
Meeting quorum.

Pre-voting under simplified procedure and registering participation and
electronic voting during the General Meeting takes place through the meeting
website. Shareholders who cannot or do not wish to participate in the pre-voting
or register their presence electronically, will be allowed to register and vote
at the meeting venue, as long as they arrive at the venue with sufficient time
for registration. It is possible to pre-vote on the draft resolutions on the
agenda of the General Meeting using the pre-voting ballots, which are available
on LHV Group's website investor.lhv.ee/en/ (https://investor.lhv.ee/en/general-
meetings/) (hereinafter investor website).

Shareholders whose rights are exercised by a representative at the General
Meeting, must ensure that before the General Meeting takes place, the
document(s) proving their right of representation are presented in writing to
LHV Group's e-mail address [email protected] (mailto:[email protected]) or on working days
between 9:00 to 17:00 to LHV Group's address Tartu mnt 2, Tallinn 10145, 1st
floor no later than 17:00 on 24 March 2026. All documents submitted in a foreign
language must be in English or translated into English by a sworn translator or
an official equivalent to a sworn translator, certified and legalized or
apostilled, unless otherwise provided by legal acts in force. LHV Group must
also be informed of the withdrawal of the given authorization by the same
deadline. The organizers of the General Meeting have the right not to consider
later requests concerning document(s) proving the right of representation.

LHV Group asks to take into account that shareholder's rights can be exercised
via the meeting website by a person who has the right of sole representation of
the shareholder. Holders of nominee accounts who wish to vote on a draft
resolution in a proportion other than the total number of votes belonging to the
respective shareholder, i.e., to distribute the votes belonging to the
respective shareholder on the draft resolution between several predetermined
options, will have the opportunity to do so on the meeting website. Such
proportional voting is also possible with the pre-voting ballots published on
the investor website.

In the counting the votes given by pre-voting and electronic voting during the
General Meeting, only votes that followed the procedure for pre-voting and
electronic participation will be counted. The procedure can be found on the
investor website.

Shareholders can remotely watch the General Meeting's live stream and
participate in discussions through the website investor.lhv.ee/uldkoosolek/
(https://investor.lhv.ee/uldkoosolek/). Access to the live stream does not
require authentication or registration. Instructions for watching the broadcast
and submitting questions can be found on the investor website.

Up to and including the day of the General Meeting, shareholders have the option
of examining all documents submitted to General Meeting (including the notice on
calling the General Meeting, draft resolutions, LHV Group's annual report for
2025, including the independent auditor's report, proposal for the profit
distribution, the remuneration report, the Supervisory Board's report on its
activities and assessment of the 2025 annual report, as well as the dividend
policy, the remuneration principles and the resumes of the new planned members
of the Supervisory Board) on the investor webpage. The procedure for pre-voting
and electronic participation, instructions for watching the video broadcast,
pre-voting ballots, and authorizations for appointing a representative at the
General Meeting can also be found on the same page.

Before the General Meeting, shareholders can ask questions about the agenda
items of the General Meeting by email [email protected] (mailto:[email protected]),
provided that the questions are received by LHV Group at least 1 (one) working
day before the General Meeting, no later than 13:00 on 24 March 2026.

At the General Meeting, shareholders have the right to receive information from
the Management Board, to request that additional items be included on the
agenda, and to submit draft resolutions in regard to each agenda item. In regard
to the procedure and term for exercising these rights, LHV Group proceeds from
the provisions of section 287, subsections 293 (2) and 293(1) (4) of the
Commercial Code and requests that the corresponding applications be sent by e-
mail to [email protected] (mailto:[email protected]) or to LHV Group's location at Tartu
mnt 2, Tallinn 10145.

Within 7 (seven) days of the General Meeting, the minutes of the General Meeting
will be made available to shareholders on the investor website.

Sincerely,
Mihkel Torim
Chairman of the Management Board of AS LHV Group

Investor Relations
Sten Hans Jakobsoo
Head of Investor Relations and Corporate Development
Email: [email protected]
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Communications
Paul Pihlak
Head of Communications
Email: [email protected]
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