At the extraordinary shareholders' meeting of IPAS "Indexo" on October 1, 2026, the following decisions were made.
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.
1) Approve the reduction of the nominal value of the Company's shares and proportionally increase the total number of the Company's shares, stipulating that the nominal value of one share is 0.25 EUR (zero euros twenty-five cents) and the total number of shares is [X]([XX]) [After the reduction of the nominal value of the shares, the total number of the Company's shares is determined by the Company's Council by dividing the actual share capital amount at the time of the shareholders' meeting by the new nominal value of 0.25 EUR per share].
Voting results: the decision has been adopted by the required majority.
2) Authorize the board to make a decision within five years from the approval of the amendments to the articles of association regarding the issuance of new shares of the Company in the amount of up to 12,721,836 (twelve million seven hundred twenty-one thousand eight hundred thirty-six) shares, in accordance with the provisions of Article 249, Paragraph 4 of the Commercial Law, setting the share sale price within the range of 1 EUR (one euro) to 30 EUR (thirty euros) per share.
Voting results: the decision has been adopted by the required majority.
3) Authorize the Board, in the event of a reduction in the nominal value of shares, to determine the total number of the Company's shares by dividing the actual amount of the Company's share capital as of the shareholders' meeting date by the new nominal value of 0.25 EUR per share (zero euros and twenty-five cents).
Voting results: the decision has been adopted by the required majority.
4) Approve amendments to the Company's Articles of Association.
Voting results: the decision has been adopted by the required majority.
5) Approve the new version of the Company's Articles of Association.
Voting results: the decision has been adopted by the required majority.
6) To instruct the Company's board to submit all necessary documents for the registration of amendments to the Company's articles of association and related changes in the Register of Enterprises of the Republic of Latvia and the central securities depository Nasdaq CSD SE, as well as to take other necessary actions to implement the adopted decision.
Voting results: the decision has been adopted by the required majority.
2. Revocation of the pre-emptive rights of the company's shareholders
To revoke the shareholders' pre-emptive rights regarding the Company's new issue shares, 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 to make a decision within five years from the approval of the articles amendments on issuing new shares of the Company up to 12,721,836 (twelve million seven hundred twenty-one thousand eight hundred thirty-six) shares, in accordance with the provisions of Article 249, Paragraph 4 of the Commercial Law, and which will be disposed of at a price ranging from 1 EUR (one euro) to 30 EUR (thirty euros) per share.
Voting results: the decision has been adopted by the required majority.
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).
To approve the 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), their inclusion, and commencement of trading on the joint-stock company "Nasdaq Riga" Baltic regulated market (Baltic official list) or on another regulated market or multilateral trading system determined by the board.
Voting results: the decision has been adopted by the required majority.
4. Authorization of the Company's board and council in connection with the capital increase, which will be carried out based on the authorization granted to the board in point 3.6 of the new version of the articles of association
1) Authorize the Company's board, at its discretion, to decide on the type of share offer – to make a public offer of shares or a closed (private) offer of shares, with the board increasing the capital based on the authorization granted to the board in point 3.6 of the new version of the articles of association, as well as to authorize the Company's board and the Company's council to prepare, approve, and/or sign (in accordance with the procedure established by the Commercial Law) all documents and perform all actions necessary for making public and/or restricted (private) offers for shares, including signing the public offer prospectus, making and approving corrections, changes, and additions to the public share offer prospectus as needed, performing all necessary actions for registering (approving) the public share offer prospectus with the Bank of Latvia, performing all necessary actions for making a closed (private) share offer, and signing the necessary documents for the closed (private) share offer.
Voting results: the decision has been adopted by the required majority.
2) To instruct the Company's board and the Company's council, in connection with the capital increase to be carried out based on the authorization granted to the board in clause 3.6 of the new version of the articles of association, to prepare, approve, and submit all necessary documents, including the rules for the capital increase, for registration of the Company's share capital increase with the Register of Enterprises of the Republic of Latvia, including instructing the Company's council to make amendments to the Company's articles of association and the Company's board to prepare and sign the full text of the articles of association in the new version, as well as to take other necessary actions to implement the adopted capital increase decision.
Voting results: the decision has been adopted by the required majority. ) 3_To authorize the Company's board to carry out all necessary actions for the registration of the Company's shares in the Nasdaq CSD SE securities settlement system and for inclusion in the joint-stock company "Nasdaq Riga" Baltic Regulated Market (Baltic Official List).
Voting results: the decision has been adopted by the required majority.
II. Increase of share capital related to a voluntary share buyback offer for the acquisition of shares of AS "DelfinGroup", with the aim of executing 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.
1) Increase the share capital of IPAS "Indexo" by paying for the new issue shares with a non-monetary contribution, namely shares of AS "DelfinGroup", registration number 40103252854 (ISIN: LV0000101806), so that within the voluntary share offer the Company can acquire no more than 8,164,808 (eight million one hundred sixty-four thousand eight hundred eight) shares of AS "DelfinGroup" and thus increase the number of AS "DelfinGroup" shares owned by the Company to no more than 40,920,712 (forty million nine hundred twenty thousand seven hundred twelve) shares, which constitutes up to 89.99% of the total number of shares of AS "DelfinGroup".
Voting results: the decision has been adopted by the required majority.
2) Within the framework of increasing the share capital, issue new dematerialized shares of the Company with a nominal value of EUR 0.25 (twenty-five cents) per share. The number of new shares to be issued shall be determined according to the share exchange ratio specified in the Prospectus and the actual number of shares of AS "DelfinGroup" transferred to the Company under the exchange transaction.
Voting results: the decision has been adopted by the required majority.
3) The exact amount of the Company's share capital increase and the number of new shares to be issued shall be determined by the Company's board, based on the share exchange ratio specified in the Prospectus and the actual number of shares of AS "DelfinGroup" transferred to the Company under the Exchange transaction.
Voting results: the decision has been adopted by the required majority.
6. Revocation of the pre-emptive rights of the company's shareholders.
Cancel the shareholders' pre-emptive rights to the company's new issue shares.
Voting results: the decision has been adopted by the required majority.
7. Approval of the rules for increasing the company's share capital.
1) To approve the rules for increasing the Company's share capital.
Voting results: decisions have been made with the required majority of votes.
2) To authorize the Company's board to calculate the issue price of the Company's new shares in accordance with the procedure set out in the Rules on the Increase of the Company's share capital, based on the current valuation opinion on the average weighted price of AS "DelfinGroup" shares on the regulated market for the six-month period prior to the valuation date of the non-monetary contribution and the share exchange rate specified in the Prospectus.
Voting results: decisions have been made with the required majority of votes.
3) To instruct the Company's board, after the implementation of the share capital increase, to submit to the Register of Enterprises of the Republic of Latvia all documents necessary for the registration of the share capital increase and to take other required actions to fulfill this decision.
Voting results: decisions have been made with the required majority of votes.
8. Approval of amendments to the Statutes and the new version of the Statutes.
1) To approve amendments to the Company's Articles of Association.
Voting results: the decision has been adopted by the required majority.
2) Approve the new version of the Company's Articles of Association.
Voting results: the decision has been adopted by the required majority.
3) To designate the Company's board as responsible for submitting all necessary documents required to register amendments to the Company's Articles of Association and the new version of the Company's Articles of Association with the Register of Enterprises of the Republic of Latvia, and to take other necessary actions to implement the adopted decisions.
Voting results: the decision has been adopted by the required majority.
4) To grant the Company's board the right to clarify, approve, and sign the information regarding the Company's share capital specified in the amendments to the Articles of Association and the new version of the Articles, adjusting it to the actual situation based on the amount of share capital in effect at the time of the share capital increase. Also, to authorize the board to make appropriate formal corrections to the Articles of Association based on the amount of share capital that will be approved at the time of the share capital increase.
Voting results: the decision has been adopted by the required majority.
9. Registration of the company's newly issued dematerialized shares in Nasdaq CSD SE (central securities depository), incorporation, and commencement of trading on the joint-stock company "Nasdaq Riga" Baltic regulated market (Baltic Official List). Dismiss all members of the Company's audit committee from their positions.
To approve the registration of the Company's new dematerialized shares to be issued in Nasdaq CSD SE (central securities depository), their inclusion, and the commencement of trading on the joint-stock company "Nasdaq Riga" Baltic regulated market (Baltic official list).
Voting results: the decision has been adopted by the required majority.
III. Amendments to the company's staff 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.
To take note of the Company's board report.
Voting results: decisions have been made with the required majority of votes.
11. Amendments to the Staff Option Release Rules approved by the Company's shareholders' meeting on November 7, 2025 (Staff Stock Option Program 2025).
Approve the new version of the Company's Staff Options Release Rules (Personnel Options Program 2025) on November 7, 2025.
Voting results: decisions have been made with the required majority of votes.
12. Amendments to the conditional terms for increasing share capital approved at the Company's shareholders' meeting on November 7, 2025.
Approve the new version of the conditional terms for the increase of share capital dated November 7, 2025.
Voting results: decisions have been made with the required majority of votes.
13. Amendments to the Staff Option Release Rules approved by the Company's shareholders' meeting on March 24, 2022 (Personnel Option Program 2022).
Approve the new version of the Company's Employee Options Release Regulations (Personnel Options Program 2022) dated March 24, 2022.
Voting results: decisions have been made with the required majority of votes.
14. Making amendments to the conditional capital increase rules approved by the Company's shareholders' meeting on March 24, 2022.
Approve the new version of the conditional terms for the increase of share capital dated March 24, 2022.
Voting results: the decision has been adopted by the required majority.
15. Amendments to the Staff Option Release Rules approved by the Company's shareholders' meeting on March 24, 2022 (Personnel Option Program 2021).
Approve the new version of the Company's Staff Options Release Regulations (Employee Options Program 2021) dated March 24, 2022.
Voting results: the decision has been adopted by the required majority.
16. Making amendments to the conditional capital increase rules approved by the Company's shareholders' meeting on March 24, 2022.
Approve the new version of the conditional terms for the increase of share capital dated March 24, 2022.
Voting results: the decision has been adopted by the required majority.
Management Board of IPAS INDEXO
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 69 thousand customers with deposits exceeding EUR 161 million and a loan portfolio exceeding EUR 134 million. The Group reached profitability in the first quarter of 2026.
More information: https://indexo.lv/en/