Resolutions of the annual general meeting of shareholders of Liven AS
The annual general meeting of Liven AS was held on 09.04.2026 at the salon office of Liven AS at Telliskivi 60/5, 10412, Tallinn (ground floor). The meeting was held in Estonian language.
The meeting was attended by 28 shareholders, whose shares represented 11 219 204 votes, which is a total of 93,49% of the total voting rights.
Resolutions adopted at the meeting:
1. Approval of the annual report for 2025
1.1. To approve the consolidated annual report for the year 2025 prepared by the management board of Liven AS and approved by the supervisory board as submitted to the general meeting.
In favour: 11 219 204 votes, or 100% of the votes represented at the 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 2025 in the amount of EUR 5,414 thousand.
2.2. To pay a total dividend to shareholders in the amount of EUR 1,362 thousand.
2.3. To transfer EUR 4,052 thousand to retained earnings from previous periods.
2.4. The list of shareholders entitled to dividends will be fixed as at the close of business on 16.04.2026 in the Nasdaq CSD settlement system.
2.5. Dividends will be paid on 20.04.2026 or on a date close to that date.
In favour: 11 219 204 votes, or 100% of the votes represented at the meeting.
3. Approval of preparations for the initial public offering and admission of shares to trading
In connection with the planned initial public offering and admission to trading of Liven AS shares:
3.1 To approve the preparation of the offering and to authorise the supervisory board of Liven AS to make the necessary preparations for carrying out the offering, including obtaining approval of the prospectus from the Estonian Financial Supervision and Resolution Authority;
3.2 To approve the admission to trading of all shares of Liven AS on the Baltic Main List of Nasdaq Tallinn Stock Exchange and to authorise the supervisory board of Liven AS to submit an application to Nasdaq Tallinn AS, the operator of Nasdaq Tallinn Stock Exchange, for the admission to trading of all shares of Liven AS on the Baltic Main List of Nasdaq Tallinn Stock Exchange.
In favour: 11 219 004 votes, or 100% of the votes represented at the meeting.
4. Exclusion of pre-emptive subscription rights
4.1. In connection with the planned initial public offering, listing and admission to trading of Liven AS shares, to exclude, pursuant to Section 345 of the Commercial Code, the pre-emptive right of the existing shareholders of Liven AS to subscribe for new shares in the event of an increase of share capital carried out within the framework of the public offering.
In favour: 11 219 204 votes, or 100% of the votes represented at the meeting.
5. Amendment of the articles of association
5.1. To amend clause 2.2 of the articles of association of Liven AS and word it as follows:
“The supervisory board shall have the right, within 3 years as of the entry into force of this version of the articles of association, to increase the share capital of the company by up to one-half of the amount of the share capital in force as at the date of entry into force of this version of the articles of association. When resolving on an increase of share capital pursuant to this clause, the supervisory board shall have all the rights of the general meeting. The supervisory board shall have the right to increase the share capital both by monetary and non-monetary contributions.”
5.2. To approve the new version of the articles of association as submitted to the general meeting of shareholders.
In favour: 11 219 204 votes, or 100% of the votes represented at the meeting.
Joonas Joost
Liven AS CFO
E-mail: joonas.joost@liven.ee
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