Notification on convocation of Annual Meeting of Shareholders of AS DelfinGroup

The Management Board of AS DelfinGroup, registration number: 40103252854, legal address: Skanstes iela 50A, Riga, LV-1013, the Republic of Latvia (hereinafter – the “Company”), hereby, in accordance with the Article 269(2) of the Commercial Law convenes and announces that the annual meeting of shareholders of the Company will be held on 31 March 2026 at 15:00 in Riga, at the Skanstes City Conference Centre, hall B on the 2^nd floor, Skanstes Street 50, Entrance 1.

The agenda:

1. Reports of the Management Board, Supervisory Board, and auditor.
2. Approval of the annual accounts, the consolidated annual accounts, and other related documents for 2025.
3. Use of profits for 2025.
4. Election (re-election) of the Supervisory Board.
5. Election (re-election) of the Risk and Audit Committee of the Supervisory Board.
6. Share buy-back of AS “DelfinGroup” for the purpose of reducing the share capital of AS “DelfinGroup” by cancelling the shares of AS “DelfinGroup” from circulation.
7. Approval of the conditions for the share buy-back of AS “DelfinGroup”.
8. Authorization of the Management Board of AS “DelfinGroup” to perform all necessary actions with respect to share buy-back of AS “DelfinGroup”.

The Management Board of the Company will provide the shareholders with the possibility to vote before the shareholders’ meeting and to connect to the shareholders’ meeting remotely, without physical attendance.

The record date for shareholders’ participation at the annual meeting of shareholders of the Company is 23 March 2026. Only the persons who are shareholders on the record date with the number of shares held by them on the record date are authorized to participate in the annual meeting of shareholders of the Company on 31 March 2026, as well as to vote in writing before the shareholders' meeting.

Shareholders have a right to participate in the shareholders’ meeting (including filling and submitting the voting before the meeting) in person or by mediation of their legal representatives or authorized persons. If the shareholder is represented by the authorized person, the power of attorney should be attached to the voting or the application form, but legal representatives should attach to the voting or the application form the document proofing representation rights. The power of attorneys issued by natural persons should be notarised. The form of a written power of attorney is available on website of the  Company – www.delfingroup.lv/shareholders-meetings, on website of the Central Storage of Regulated Information – https://csri.investinfo.lv/en/ and on website of AS Nasdaq Riga – http://www.nasdaqbaltic.com.

Voting prior to the meeting

Shareholders are invited to exercise their rights to vote in writing before the shareholders' meeting, by sending a vote signed with a secure electronic signature to the electronical mail address: IR@delfingroup.lv or signed in paper form by post to the legal address of the Company: Skanstes iela 50A, Riga LV-1013, the Republic of Latvia.

The required voting form will be available on website of the Company – www.delfingroup.lv/shareholders-meetings, on website of the Central Storage of Regulated Information – https://csri.investinfo.lv/en/ and on website of AS Nasdaq Riga webpage at www.nasdaqbaltic.com.  Such a vote will be considered if received by 30 March 2026. The voting form will be published together with the draft resolutions of the shareholders’ meeting.

Shareholders who voted before the shareholders’ meeting will be considered present at the shareholders’ meeting. A shareholder who has voted before the shareholders' meeting may ask the Company to confirm the receipt of the vote. The Company shall send a confirmation to the shareholder immediately upon receipt of the shareholder's vote.

Participation and voting at the shareholders’ meeting

The registration and identification of shareholders will take place in the following order:

1. A shareholder must send the application form signed with a secure electronic signature to the electronical mail address: IR@delfingroup.lv or a signed in paper form by post to the legal address of the Company: Skanstes iela 50A, Riga LV-1013, the Republic Latvia, by 17:00 on 30 March 2026. If the shareholder wants to participate in the shareholders’ meeting remotely, a copy of shareholder’s (or representative’s) identification document together with contacts (phone number and electronical mail address) should be attached to the application form in order to carry out identification of the shareholder.
2. Shareholders applied for participation in the shareholders’ meeting remotely will receive a connection link to the meeting by indicated electronical mail address by 13:00 on 31 March 2026.
3. Shareholders who have applied for participation in the shareholders’ meeting remotely using the link provided must join the shareholders’ meeting on the day of the shareholders’ meeting (31 March 2026) from 14:00 to 14:45 and be prepared to present a personal identification document to carry out the video identification.
4. The video and audio streaming of the shareholders’ meeting and the video identification process could be recorded.
5. The registration of shareholders who have applied for participation in the shareholders’ meeting in a presence will take place on the day of the shareholders’ meeting (31 March 2026) from 14:00 to 14:45 at the shareholders’ meeting venue. Shareholders or their representatives should present passport or other identification document upon registration.

The shareholders representing at least one-twentieth of the Company's share capital, have the right to request the Management Board to include additional points on the agenda of the meeting no later than by 16 March 2026. Shareholders representing at least one-twentieth of the Company's share capital have the right to submit draft decisions on the issues included in the agenda of the meeting no later than by 24 March 2026. If a shareholder submits a written request to the Management Board no later than by 24 March 2026, the Management Board will provide all the requested information on the issues included in the agenda no later than on 28 March 2026. All the above-mentioned correspondence should be sent to the electronical mail address: IR@delfingroup.lv signed with a safe electronic signature or by post to the legal address of the Company: Skanstes iela 50A, Riga LV-1013, the Republic of Latvia.

The Company’s annual accounts and the consolidated annual accounts for 2025 with the reports of the Management Board, Supervisory Board, and auditor, the Company’s corporate governance report for 2025, the Company’s remuneration report for 2025, proposal of the Management Board on the distribution of profit, the draft resolutions and the voting form are published together with this notification.

On the Election (Re-election) of the Supervisory Board

According to Article 296(4) of the Commercial Law, a shareholder or a group of shareholders has the right to nominate candidates for election to the Supervisory Board in such a manner that, when dividing the voting capital represented by the shareholder or group of shareholders by the number of candidates nominated, each candidate receives no less than five percent of the voting capital represented at the shareholders’ meeting. Each candidate nominated in this manner shall be included in the list of candidates for election to the Supervisory Board.

According to Article 296(5) of the Commercial Law, a shareholder has the right to cast all of their votes for one or more of the candidates included in the list of candidates for the Supervisory Board, in any proportion in whole numbers.

According to Article 296(6) of the Commercial Law, the individuals who receive the highest number of votes shall be considered elected to the Supervisory Board, subject to the maximum number of Supervisory Board members specified in the Articles of Association.

The Company’s shareholder IPAS “Indexo”, registration number 40203042988, has nominated the following candidates for election to the Supervisory Board, whose CVs have been published together with this notice: Mārtiņš Ozoliņš, Jānis Pizičs, Valdis Siksnis, Henrik Karmo, and Jānis Mūrnieks. If the Management Board of the Company receives information about other candidates nominated by shareholders for election to the Supervisory Board, the Company will publish such information.

On the Election (Re-election) of the Risk and Audit Committee of the Supervisory Board

Article 55.⁷(9) of the Financial Instrument Market Law stipulates that the election of a new member of the Audit Committee requires the re-election of the entire Audit Committee. The Company's Audit Committee consists of 3 members.

According to Article 55.⁷(3) of the Financial Instrument Market Law, a shareholder or group of shareholders holding not less than five percent of the voting capital has the right to nominate one candidate for the position of a member of the Audit Committee. Each nominated candidate must be included in the list of candidates for election to the Audit Committee.

According to Article 55.⁷(4) of the Financial Instrument Market Law, a shareholder has the right to cast all of their votes for one or more of the candidates included in the list of candidates for the Audit Committee, in any proportion, using whole numbers.

According to Article 55.⁷(5) of the Financial Instrument Market Law, the individuals who receive the highest number of votes shall be considered elected to the Audit Committee.

The Company’s shareholder IPAS “Indexo”, registration number 40203042988, has nominated the following candidates for election to the Risk and Audit Committee of the Supervisory Board, whose CVs have been published together with this notice: Jānis Pizičs, Henrik Karmo, and Ivita Asare. If the Management Board of the Company receives information about other candidates nominated by shareholders for election to the Risk and Audit Committee of the Supervisory Board, the Company will publicly disclose such information.

Information on the shareholders’ meeting is also available on the website of the Company – www.delfingroup.lv and on the website of AS Nasdaq Riga – www.nasdaqbaltic.com. On the date of convocation the shareholders' meeting, the total amount of shares and the total amount of the shares with voting rights of the Company is 45,448,915.

Management Board of AS DelfinGroup

Annexes:

1. The Company’s annual accounts and the consolidated annual accounts for 2025 with the reports of the Management Board, Supervisory Board, and auditor.
2. The Company’s corporate governance report for 2025.
3. The Company’s remuneration report for 2025.
4. Proposal of the Management Board of the Company on the distribution of profit.
5. Extracts from the minutes of the management board meetings.
6. Extracts from the minutes of the supervisory board meetings.
7. The draft of shareholders’ resolutions.
8. The voting form.
9. The power of attorney form.
10. The application form for participation.
11. CVs of Mārtiņš Ozoliņš, Jānis Pizičs, Valdis Siksnis, Henrik Karmo, Jānis Mūrnieks and Ivita Asare.

About DelfinGroup

DelfinGroup is a licensed Latvian fintech company founded in 2009 and is a part of the INDEXO group since 2025. DelfinGroup currently operates in Latvia and Lithuania. The company operates under the brand names Banknote and VIZIA. The company has been profitable every year since 2010. DelfinGroup continuously develops and offers consumer loans, pawn loans, and the sale of pre-owned goods online and at more than 80 branches across Latvia. 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.