Resolutions of the Annual General Meeting of Shareholders of AS DelfinGroup dated 30 May 2024
1. Reports of the Management Board, the Supervisory Board and statement of the sworn auditor, approval of the Annual report for 2023
1) To take note of the reports of the Management Board, the Supervisory Board and statement of the sworn auditor of AS DelfinGroup.
2) To approve:
1. AS DelfinGroup annual report for 2023;
2. AS DelfinGroup Group consolidated report for 2023;
3. AS DelfinGroup Corporate Governance report for the year 2023;
4. AS DelfinGroup Remuneration report for the year 2023;
prepared by the Management Board and reviewed by the Supervisory Board of AS DelfinGroup.
2. Distribution of profit
1) To pay dividends in the total amount of EUR 399 322.04 or 0.0088 per share, from profit of AS DelfinGroup for 2023.
2) To set that the dividend Ex-date (namely, the date from which no dividends will be paid for the shares in respect to which a decision was made to pay dividends) shall be 10 July 2024. To set that the dividend record date shall be 11 July 2024. To set that the dividend payment date shall be 12 July 2024.
3. Approval of the Unaudited consolidated interim report January – March 2024
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To approve the Company's Unaudited consolidated interim report January – March 2024, which were prepared by the Management Board and reviewed by the Supervisory Board of AS DelfinGroup.
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4. Payment of extraordinary dividends
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1) To pay extraordinary dividends in the total amount of EUR 807 719.59 EUR or 0.0178 per share, from the profit of the first quarter of 2024 of AS DelfinGroup.
2) To set that the dividend Ex-date (namely, the date from which no dividends will be paid for the shares in respect to which a decision was made to pay extraordinary dividends) shall be 12 June 2024. To set that the dividend record date shall be 13 June 2024. To set that the dividend payment date shall be 14 June 2024.
5. Amendments to the Articles of Association
To amend the Articles of Association of AS DelfinGroup and to express Articles 3.3. and 5.1 in the following wording:
- “3.3. Each share is dematerialized share with a nominal value of EUR 0.10 (ten cents).”.
- “5.1. The Supervisory Board is the supervisory institution of the Company which represents the interests of the Company and supervises the activities of the Management Board and the development of the Company.”.
6. Changes to the Share option program
To amend to the Share option program of AS DelfinGroup and to express Paragraphs 1.2, 3.1, 6.1, and 6.2 in the following wording:
“1.2 In accordance with the provisions of the Commercial Law, the grant of Employee share Options, in addition to the Company's existing system of remuneration and other benefits, entitles the holders of Employee share Options to acquire a certain number of dematerialised shares of a new issue of the Company and the proceeds from the disposal of such shares, thereby motivating the holders of Employee share Options to achieve increasingly better performance over a longer period of time, thereby giving them an interest in ensuring the successful and sustainable future performance of the Company and increasing the value of the Company.
3.1 All Employee share options are to be covered by 450 000 dematerialised shares of one class with a nominal value of EUR 0.10 per share, not exceeding 10% of the Company's paid-up share capital at the time of the Board decision to grant the staff options.
6.1 One Employee share Option granted shall entitle the Option Holder to acquire one share of the Company in dematerialised form.
6.2 Optionholders shall be entitled to acquire newly issued shares in the Company for a fee upon exercise of their Employee share Options. The price per new issue share of the Company shall be EUR 0.10 (10 cents).”
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The Management Board of AS DelfinGroup |
About DelfinGroup
AS DelfinGroup is a licenced fintech company established in 2009 and operates under the brand names Banknote and VIZIA. The company has been profitable every year since 2010. DelfinGroup continuously develops and offers consumer and pawn loans, loans developed for senior citizens, Buy now pay later loans (BNPL loans), and the sale of pre-owned goods online and at more than 90 branches across Latvia and Lithuania. Since 2014, DelfinGroup has been known on the Nasdaq Riga Stock Exchange as a bond issuer and, since 2021, as a listed company on the Baltic Main List. The company regularly pays dividends to its shareholders. The sustainability of DelfinGroup is based on focused corporate governance, fintech innovation, responsible lending, financial inclusion, and facilitating the circular economy.
For further information, please contact:
Aldis Umblejs,
DelfinGroup Chief Financial Officer
Phone: +371 26189988
E-mail: IR@delfingroup.lv
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