PAS "Indexo", registration number: 40203042988, legal address: Riga, Roberta Hirša Street 1, LV-1045, Latvia (hereinafter - the Company), the Management Board convenes and announces an Extraordinary Shareholders' meeting to be held on October 1, 2026, at 10:00 AM, at Roberta Hirša Street 1, LV-1045, in the Bite conference hall on the 1st floor of the Verdes A building, hereinafter referred to as the Meeting.
The purpose of the meeting is to decide on the reduction of the nominal value of the Company's shares and amendments to the articles of association, further capital raising, increase of share capital in connection with the acquisition of shares of AS "DelfinGroup" within the framework of the share exchange transaction, as well as amendments to the Company's employee stock option programs and the related conditional terms for increasing share capital.
Agenda
I. Corporate decisions related to reducing the nominal value of shares and raising capital:
1) Amendments to the statutes and approval of the new version of the statutes.
2) Revocation of the pre-emptive rights of the company's shareholders.
3) Registration of the company's new dematerialized shares to be issued, which will be issued based on the authorization granted to the board in clause 3.6 of the new version of the articles of association, with Nasdaq CSD SE (central securities depository), inclusion, and commencement of trading on the joint-stock company "Nasdaq Riga" Baltic regulated market (Baltic Official List).
4) Authorization of the company's board and council regarding the capital increase, which will be carried out based on the authorization granted to the board in clause 3.6 of the new version of the articles of association.
II. Increase of share capital related to the voluntary share buyback offer for the acquisition of "Delfingroup" shares, with the aim of carrying out a share exchange transaction:
5) Increase of the company's share capital in connection with a voluntary share buyback offer for the acquisition of AS "DelfinGroup" shares, with the aim of executing a share exchange transaction.
6) Revocation of the pre-emptive rights of the company's shareholders.
7) Approval of the rules for increasing the company's share capital.
8) Approval of amendments to the Statutes and the new version of the Statutes.
9) Registration of the company's newly issued dematerialized shares in Nasdaq CSD SE (central securities depository), inclusion, and commencement of trading on the joint-stock company "Nasdaq Riga" Baltic regulated market (Baltic official list).
III. Amendments to the Company's staff stock option release rules:
10) The Board's justification (opinion) for making amendments to the Company's employee stock option release rules (Employee Stock Options Program 2021, 2022, and 2025) and the conditional share capital increase regulations.
11) Amendments to the Staff Option Release Rules approved by the Company's shareholders' meeting on November 7, 2025 (Staff Stock Option Program 2025).
12) Amendments to the conditional terms for increasing share capital approved at the Company's shareholders' meeting on November 7, 2025.
13) Amendments to the Staff Option Release Rules approved by the Company's shareholders' meeting on March 24, 2022 (Personnel Option Program 2022).
14) Making amendments to the conditional capital increase rules approved by the Company's shareholders' meeting on March 24, 2022.
15) Amendments to the Staff Option Release Rules approved by the Company's shareholders' meeting on March 24, 2022 (Personnel Option Program 2021).
16) Making amendments to the conditional capital increase rules approved by the Company's shareholders' meeting on March 24, 2022.
Shareholders of the Company and their authorised representatives representing at least 5 percent of the total number of voting shares of the Company are entitled, no later than 15 days prior to the Meeting, namely by 16 September 2026, to request that the Management Board include additional items on the agenda of the Meeting.
Shareholders of the Company and their authorised representatives representing at least 5 percent of the total number of voting shares of the Company are entitled, no later than 7 days prior to the Meeting, namely by 24 September 2026, to submit draft resolutions regarding the items included on the agenda of the Meeting
Shareholders of the Company are entitled to submit questions regarding the items on the agenda of the Meeting at least 7 days prior to the Meeting by submitting a written request to the Management Board of the Company.
Such requests and questions may be submitted in paper form at the Company's registered office at 1 Roberta Hirša Street, Riga, LV 1045, upon presentation of an identity document to the Company's representatives, or sent electronically, signed with a secure electronic signature, to the email address info@indexo.lv.
The total number of the Company's shares and total number of voting shares is 10,561,531 (ten million five hundred sixty-one thousand five hundred thirty-one).
All draft resolutions for the items to be considered at the Meeting are available on the Company's website at https://indexo.lv/en/for-investors/announcements/, on https://csri.investinfo.lv/lv/, and on the website of AS Nasdaq Riga atwww.nasdaqbaltic.com, and on the day of the Meeting at the registration venue. The Company shall, without delay after receipt of draft resolutions submitted by shareholders or explanations regarding items for which no resolution is proposed, publish such information in accordance with the applicable regulatory requirements.
Voting in writing before the Meeting
The Management Board of the Company ensures the possibility for shareholders to vote prior to the Meeting. Shareholders may exercise their right to vote in writing before the Meeting by sending their vote, signed with a secure electronic signature, to the Company's email address info@indexo.lv, or by submitting a vote signed in paper form at the Company's registered office at 1 Roberta Hirša Street, Riga, LV 1045, Latvia, to the Company's representatives upon presentation of an identity document.
For voting in writing prior to the Meeting, the voting form available on the Company's website athttps://indexo.lv/en/for-investors/announcements/, on the website of the Official Central Storage System of Regulated Information athttps://csri.investinfo.lv/lv/, and on the website of AS Nasdaq Riga atwww.nasdaqbaltic.com must be used. The voting form is published together with the draft resolutions of the Meeting.
A written vote cast prior to the Meeting will be taken into account if it is received by the Company no later than 30 September 2026 at 16:00. Shareholders who have voted in writing prior to the Meeting shall be deemed present at the Meeting. A shareholder who has voted in writing prior to the Meeting may request the Company to confirm receipt of the vote. Upon receipt of a vote in which confirmation is requested, the Company shall promptly send a confirmation to the shareholder.
Participation and voting in the Meeting
The record date for participation of shareholders in the Meeting is 23 september 2026. Only persons who are shareholders on the record date are entitled, with the number of shares held by them on that date, to participate in the Meeting on 01 October 2026 and to vote in writing prior to the Meeting.
Shareholders may participate in the Meeting, including by completing and submitting a written vote prior to the Meeting, in person or through an authorised representative or proxy. If a shareholder is represented by an authorized representative, the shareholder must send a signed power of attorney form to the Company at info@indexo.lv. The power of attorney form is available on the Company's website athttps://indexo.lv/en/for-investors/announcements/, on the website of the Official Central Storage System of Regulated Information athttps://csri.investinfo.lv/lv/, and on the website of AS Nasdaq Riga atwww.nasdaqbaltic.com. A shareholder's legal representative must attach a document evidencing their right of representation.
For participation in the Meeting, registration and identification of shareholders or their representatives will take place as follows.
1. Shareholders must complete the registration form by 30 September 2026 at 16:00, the Company must send an application form signed with a secure electronic signature to the e-mailinfo@indexo.lv, or a paper signed application form must be submitted to the Company's legal address in Riga, Roberta Hirša street 1, LV-1045, presenting an identity document to the Company's employees.
2. Registration of shareholders (proxies) for participation in the Meeting will take place on the day of the Meeting, 1 October 2026, from noon. 9:30 a.m. to noon. 9:50 a.m. at the meeting venue - Roberta Hirša street 1, LV-1045, 1st floor of Verdes A building, conference hall Bite. Shareholders (representatives) must present a passport or other identity document when registering.
During the Meeting, video and audio streaming will be provided, accessible to all shareholders of the Company. To apply for access to the stream, shareholders must complete by 30 September 2026 at 16:00 registration form, indicating the relevant option and specifying the email address to which an invitation to join the shareholders' meeting of 1 October 2026 will be sent. This streaming is not considered remote participation in the Meeting and is for information purposes only. Shareholders will not be able to vote electronically while viewing the stream. Voting is possible:
- by attending the Meeting in person or by voting in writing in advance;
- by submitting a completed voting form to the Company in accordance with the procedure set out in this notice.
Information about the Meeting is also available on the Company's website https://indexo.lv/en/for-investors/announcements/ and on the website of AS Nasdaq Rigawww.nasdaqbaltic.com.
Attachments:
1. Application form for participation in the Meeting.
2. Authorization form.
3. Draft resolutions of the shareholders' meeting.
4. Voting form.
5. IPAS Indexo Board report on the necessity to cancel the Company's shareholders' pre-emptive rights and the share price of a new issue;
6. Amendments to the IPAS INDEXO Statutes;
7. New edition of the IPAS INDEXO Statutes;
8. IPAS INDEXO Share Capital Increase regulations DelfinGroup transaction;
9. Amendments to the IPAS INDEXO Statutes transaction DelfinGroup transaction;
10. The new version of the DelfinGroup deal of the IPAS INDEXO Statutes;
11. IPAS Indexo 2021 Staff Options program new edition;
12. Increase of share capital with the condition's 2021 annual program new edition;
13. The new version of the Staff Option Release Rules (Staff Options Program 2022), approved at the Company's shareholders' meeting on March 24, 2022;
14. The new version of the conditions for increasing the share capital approved by the Company's shareholders' meeting on March 24, 2022;
15. Regulations on conditional increase of the company's share capital in 2025, new edition;
16. Company's Employee Stock Option Release Regulations (Employee Stock Option Program 2025) new edition.
About the INDEXO Financial Services Group
INDEXO is a financial services group comprising pension management companies IPAS INDEXO, INDEXO Atklātais Pensiju Fonds AS, and INDEXO Asset Management IPAS, as well as INDEXO Bank AS and DelfinGroup AS.
The Group's pension companies manage EUR 1.7 billion for more than 162 thousand customers in Latvia. INDEXO Banka, a bank licensed by the European Central Bank, serves more than 68 thousand customers with deposits exceeding EUR 155 million and a loan portfolio exceeding EUR 126 million. The Group reached profitability in the first quarter of 2026.
More information: https://indexo.lv/en/