Notice convening the annual general meeting of shareholders of Liven AS

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 14 May 2025 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 14 May 2025 at 9.30 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 the Nasdaq CSD Estonian settlement system on 7 May 2025.

Shareholders who cannot attend the general meeting can vote on the draft resolutions on the agenda of the general meeting before the general meeting in the period from the publication of the notice calling the general meeting (i.e. from 17.04.2025) until 12.05.2025 at 17.00 EEST by sending a digitally signed voting slip to the e-mail address investor@liven.ee. The vote must be cast on a correctly completed voting ballot available on the website of Liven AS https://liven.ee/investor/uldkoosolek (hereinafter referred to as the Liven AGM website). In case the shareholder is represented by a proxy when submitting the voting ballot, the proxy must be accompanied by a power of attorney attesting the right of representation, which must be submitted together with or prior to the submission of the digitally signed voting ballot to investor@liven.ee. A shareholder who has duly cast their vote by 17.00 on 12.05.2025 at the latest shall be deemed to be present at the general meeting and the votes represented by the shares held by him/her shall be counted towards the quorum for the general meeting, unless otherwise provided by law.

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

1.        Approval of the annual report for 2024
1.1.     To approve the consolidated annual report for the year 2024 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 2024 in the amount of EUR 558 thousand.
2.2.     To transfer EUR 2 thousand to the mandatory reserve capital.
2.3.     To pay a total dividend to shareholders in the amount of EUR 180 thousand.
2.4.     To transfer EUR 376 thousand to the retained earnings from previous periods.
2.5.     The list of shareholders entitled to dividends will be fixed as at the close of business on 21.05.2025 in the Nasdaq CSD settlement system.
2.6.     Dividends will be paid on 28.05.2025 or on a date close to that date.

3.        Appointment of the auditor for the period 2025-2026 and determination of the auditor’s remuneration arrangements.
3.1.     To appoint KPMG Baltics OÜ as the auditor for the years 2025-2026 and to pay the auditor a fee in accordance with the contract to be concluded with the auditor.

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 request is submitted in writing 15 days before the general meeting (i.e. 29.04.2025). Shareholders whose shares represent at least 1/10 of the share capital may submit in writing a draft resolution for each item on the agenda no later than 11.05.2025.

The documents relating to the general meeting of shareholders of Liven and other important information relating to the general meeting, including the draft resolutions, the audited 2024 consolidated financial statements of Liven, the report of the supervisory board and the voting ballots will be available on the Liven AGM website or at the registered office of the company on working days from 10:00 to 16:00, until 13.05.2025, Telliskivi 60/5, Tallinn.

Shareholders have the right to receive information on the activities of the company from the management board at the general meeting. The management board may refuse to provide information if there are grounds for believing that it would be likely to cause substantial damage to the interests of the company. In the event that the management board refuses to provide information, the shareholder may request the general meeting to decide on the lawfulness of his request, or he may, within two weeks, bring an application before a court, without legal proceedings, to compel the management board to provide information.

Draft resolutions and justifications submitted by shareholders will be published on the Liven AGM website when received. After the agenda of the general meeting, including additional items, has been exhausted, shareholders can ask the board for information on the activities of the company.

Questions on the items on the agenda of the general meeting can be sent by e-mail to investor@liven.ee. Information on how to watch the video webcast of the general meeting can be found on the Liven AGM website.

To register for the general meeting, please submit:

• an identity document for a natural person who is a shareholder. In addition, the shareholder’s representative must also submit a valid written power of attorney.
• legal representative of a legal person shareholder: identity document; authorised representative: additionally a valid written power of attorney.

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

Prior to the general meeting, a shareholder may notify the appointment of a proxy and the withdrawal of the proxy by the proxy holder by e-mail to investor@liven.ee or by handing over the aforementioned document(s) at the company’s registered office, Telliskivi 60/5, Tallinn, on weekdays between 10:00 and 16:00 EEST, no later than 13.05.2025.

Joonas Joost
Liven AS, CFO
E-mail: joonas.joost@liven.ee

Attachments

• Draft resolutions of the annual general meeting of shareholders of Liven AS
• Report of supervisory board
• Voting ballot
• Form – power of attorney