Delfin Group — AGM Information 2024

Jul 4, 2024

Draft resolutions of the Extraordinary Meeting of Shareholders of AS DelfinGroup dated 25 July 2024 (including candidates of members of Risk and Audit Committee proposed by shareholders)

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
  • 1. Jānis Pizičs
• 2) To elect of AS DelfinGroup's Risk and Audit Committee in the new composition for 3 years term of duties:
  • 1. Gatis Kokins
  • 1. Mārtiņš Bičevskis
  • 1. Jānis Pizičs.

2. 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;
  • 1. Member of the Committee Mārtiņš Bičevskis, member of AS DelfinGroup Supervisory Board and Chairman of the Remuneration and Nomination Committee;
  • 1. 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;
  • 1. 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.

3. 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:
  • a. 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.
  • b. To perform the necessary actions to have the public offering prospectus of the bond issue approved by the Bank of Latvia.
• c. 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.
• d. To sign all necessary agreements with Nasdaq CSD SE (depository) to account for financial instruments
• e. 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.

The Management Board of AS DelfinGroup