Delfin Group

M&A Activity • Nov 21, 2025

The opinion of the Management Board of AS DelfinGroup on the voluntary share buyback offer made by IPAS Indexo to the shareholders of AS DelfinGroup

This public opinion on the offer does not constitute and should not be considered as an offer to any person in any jurisdiction to sell securities or as an invitation to any person in any jurisdiction to purchase or subscribe for securities. This opinion of the company has been prepared solely for the purpose of complying with the requirement of Section 28, Paragraph 1 of the Share Buy-back Act to publish the company's opinion on the offer.

This opinion may include forecasts regarding the impact of the transaction on AS DelfinGroup (hereinafter referred to as the Company), IPAS Indexo (hereinafter referred to as the Offeror), as well as the Company's shareholders and employees. Forecasts inevitably involve known and unknown risks and uncertainties, as they are based on future events and circumstances. The Company believes that the forecasts are based on reasonable assumptions, but at the same time no guarantees are given that these statements will come true or prove to be correct, and no assurances are given as to the future accuracy and completeness of these statements. Actual results may differ materially from those projected due to various factors beyond the control of the Company and the Offeror. Such factors include, among others, the risk that the terms of the offer may not be fulfilled, unexpected expenses or delays, political, economic or legal changes, and competitive conditions. The Company does not guarantee the future accuracy or completeness of these statements.

According to the voluntary offer prospectus published on 21 November 2025, the Offeror does not plan any significant changes to the Company's business, structure, strategy or place of business, nor does it anticipate any changes in the employment of the Company's employees, and plans to integrate the Company into the Offeror's group.

The Company's Management Board, having evaluated the Prospectus and the intentions stated therein, believes that the Offer complies with regulatory requirements, does not adversely affect the Company's operations, structure or the employment of its employees, and that the implementation of the offer described in the Prospectus may have positive long-term benefits, while preserving the Company's identity and sustainable management.

Having assessed the information provided in the Prospectus and the Offeror's publicly stated intentions, the Company's Management Board concludes that the offer referred to in the Prospectus should not impair the Company's ability to continue operating in its existing industries and markets, it does not envisage restructuring the company or changing its scope of activity, and it may contribute to additional synergies and capital availability in the long term. The Company's Management Board believes that becoming part of a licensed group consisting of a bank and pension managers may contribute to the achievement of the Company's strategic goals and strengthen its competitiveness.

Based on the information provided in the Prospectus, the Offeror does not plan to make any changes to the Company's employment relationships or number of employees, nor does it anticipate any termination of employment relationships as a result of the Offer. The Company's Management Board believes that the offer mentioned in the Prospectus does not pose any risks to the stability of employee employment and that employment legal relationships will continue in accordance with the existing employment contracts. The Company's Management Board also believes that the Offeror's intention to maintain the employment structure and social stability is a positive signal to employees, customers, and investors. The Company's Management Board is already communicating with employees, explaining the nature of the offer described in the Prospectus, the planned processes, and the possible impact on the Company's operations. Such open communication promotes trust and ensures that employees are informed about what is happening. To the best of the Company's Management Board's knowledge, employees have not expressed any negative opinions or positions regarding the planned Offering. Therefore, the Company's Management Board concludes that the mood among employees is neutral or positive.

At the same time, the Company's Management Board takes into account that, according to publicly available information, the Offeror does not plan any significant changes in its operations or structure after the implementation of the Offer, does not plan to change its place of business, and will continue its strategy of establishing a strong local capital financial group in Latvia.

Based on the above, the Company's Management Board assesses the offer mentioned in the Prospectus positively, considering that it would be in the interests of the Company's long-term development and, consequently, in the interests of its shareholders. Joining a strong group with a clear long-term vision and development strategy opens up opportunities for faster growth of the existing business and more effective scaling of operations in new markets. Within the group, the Company will have access to broader financing solutions and greater access to capital, which may contribute to the development of new products and services. Strategic integration in the provision of financial services will promote cooperation and synergy effects, improving profitability and market reach.

The Management Board notes that the Company plans to maintain its current dividend payment policy, continuing to pay dividends to shareholders on a quarterly basis. At the same time, the Company and its brands Banknote and VIZIA will continue to operate as usual, with no changes to the company's structure or daily operations.

Summary of the offer

Type of offer: Voluntary share buyback offer.

Offeror: IPAS Indexo.

Purpose of the offer: To acquire a significant stake in AS DelfinGroup and integrate the Company into the Offeror's group structure, creating a strong local capital financial services group in Latvia.

Offer period: from 24 November 2025 to 8 December 2025.

Nature of the offer: AS DelfinGroup shareholders are offered to exchange their AS DelfinGroup shares at a ratio of 1:7.3, which allows AS DelfinGroup shareholders to acquire 1 (one) IPAS Indexo share for 7.3 (seven point three) AS DelfinGroup shares. As a second option, the Company's shareholders will be offered to sell their AS DelfinGroup shares at a price of EUR 1.30 per share. There is also a third option – to retain their existing AS DelfinGroup shares.

About DelfinGroup

DelfinGroup is a licenced fintech company established in 2009 and currently operating 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.

Additional information:

Artūrs Dreimanis

DelfinGroup Head of Treasury and Investor Relations

Phone: +371 26189988

E-mail: IR@delfingroup.lv