Proxy Solicitation & Information Statement • Jul 4, 2024
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| VOTING FORM | |
| I. Issuer’s data | |
| 1. Issuer’s name | AS DelfinGroup |
| 2. Issuer’s registration number | 40103252854 |
| 3. Meeting date and time | 25.07.2024. at 15.00 |
| 4. Type of the meeting | Extraordinary Meeting of Shareholders |
| 5. ISIN code | LV0000101806 |
II. Shareholder’s data
| 1. Name, Surname or Company Name of shareholder | |
| 1. Shareholder’s personal code (if the person does not have a personal identification number - the date of birth, the number, the date of issue, the country of issuance and the issuing authority of the passport or other identification document) or registration number | |
| 1. Shareholder’s e-mail | |
| 1. Name, Surname of proxy nominated by shareholder (if applicable) | |
| 1. Personal code code (if the person does not have a personal identification number - the date of birth, the number, the date of issue, the country of issuance and the issuing authority of the passport or other identification document) (if applicable) | |
| 1. Proxy’s e-mail (if applicable) | |
| 1. Number of shares owned by shareholder |
as the shareholder of AS DelfinGroup (registration number: 40103252854, legal address: Skanstes iela 50A, Riga, LV-1013, Latvia) at the extraordinary meeting of shareholders on 25 July 2024 with all votes arising from my shares vote AS follows:
III. In the organizational matters of the shareholders' meeting (election of the teller of the votes, chairman of the meeting, secretary (recorder) and persons confirming the accuracy of the meeting minutes) I authorize the management board of AS DelfinGroup (registration number: 40103252854, legal address: Skanstes iela 50A, Riga, LV-1013, Latvia) to vote with my votes at its discretion as an honest and diligent manager.
IV. Agenda items
| 1. On the composition of AS DelfinGroup’s Risk and Audit Committee |
| 1. To recall from the duties of member of AS DelfinGroup’s Risk and Audit Committee: 1. Gatis Kokins 2. Jānis Pizičs. For Against |
| 1. To elect of AS DelfinGroup’s Risk and Audit Committee in the new composition for 3 years term of duties: For Against |
| 1. On the establishment of the Supervisory Board Selection Committee |
| 1. Establish the Supervisory Board Selection Committee in the following composition: 1. Chair of the Committee – Agris Evertovskis, Chairman of AS DelfinGroup Supervisory Board; 2. Member of the Committee – Mārtiņš Bičevskis, member of AS DelfinGroup Supervisory Board and Chairman of the Remuneration and Nomination Committee; 3. Independent member of the Committee – Daiga Auziņa-Melalksne. 2. Set the remuneration for the members of the Supervisory Board Selection Committee as follows: 1. for the members of the AS DelfinGroup Supervisory Board - EUR 150 per Committee meeting; 2. for the independent member of the Selection Committee – an amount equivalent to one month's remuneration for a member of the AS “DelfinGroup” Supervisory Board (EUR 2289) per each selection of the Supervisory Board member. For Against |
| * 1. On the approval and authorization to the Management Board for the public offering and inclusion and trading of the Company's Bond Issue in the Corporate Bonds List of AS Nasdaq Riga Baltic Regulated Market |
| * 1. Approve the Company’s bond issue with a total nominal value of up to EUR 15,000,000 (fifteen million euros). 2. Approve the public offering for the bond issue in Latvia, Lithuania, and Estonia with a nominal value of up to EUR 15,000,000 (fifteen million euros). 3. Approve the inclusion and trading of the bond issue in the Corporate Bond List of AS Nasdaq Riga Baltic Regulated Market 4. Authorize the Company's Management Board: 5. To sign the public offering prospectus of the Company’s bond issue and to make and approve necessary corrections, amendments, and additions to the prospectus as needed. 6. To perform the necessary actions to have the public offering prospectus of the bond issue approved by the Bank of Latvia. 7. To sign all necessary agreements and other documents with AS Nasdaq Riga to include and trade the bonds in the Corporate Bonds List of AS “Nasdaq Riga” Baltic Regulated Market. 8. To sign all necessary agreements with Nasdaq CSD SE (depository) to account for financial instruments 9. To perform other necessary actions to implement the public offering of the bond issue and the inclusion and start of trading of the bond issue in the regulated market, as well as representing the Company in relations with the Bank of Latvia, AS Nasdaq Riga, Nasdaq CSD SE, and other organizations to implement the decision For Against |
V. Additional data
| Indicate whether a vote execution confirmation is requested | Yes No |
SHAREHOLDER / PROXY:
___________________
Signature, decipher of signature
[THIS DOCUMENT IS SIGNED ELECTRONICALLY WITH SAFE ELECTRONIC SIGNATURE AND CONTAINS A TIME STAMP]*
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