Delfin Group

Proxy Solicitation & Information Statement • May 16, 2024

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date: 2024-05-15 11:04:00+00:00
processor: python-docx+mammoth
status: success

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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	30.05.2024. at 15.00
4. Type of the meeting	Annual General 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 annual general meeting of shareholders on 30 May 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. 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: 3. AS DelfinGroup annual report for 2023; 4. AS DelfinGroup Group consolidated report for 2023; 5. AS DelfinGroup Corporate Governance report for the year 2023; 6. AS DelfinGroup Remuneration report for the year 2023; prepared by the Management Board and reviewed by the Supervisory Board of AS DelfinGroup For Against
1. 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. For Against
1. Approval of the Unaudited consolidated interim report January – March 2024
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. For Against
1. Payment of extraordinary dividends
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. For Against
1. 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.”. For Against
1. 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).” For Against

V. Additional data

Indicate whether a vote execution confirmation is requested	Yes No

SHAREHOLDER / PROXY:

___________________

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