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: joonas.joost@liven.ee
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