Delfin Group — Proxy Solicitation & Information Statement 2026

Mar 10, 2026

delfin group pielágoti finanšu risinājumi

AS DelfinGroup
reg. nr. 40103252854
Skanstes iela 50a
Rīga LV-1013
info@delfingroup.lv
tel. 66116688

EXTRACT

AS "DelfinGroup"

registration number 40103252854

MINUTES OF SUPERVISORY BOARD WRITTEN MEETING No. 2/2026

Riga
10 March 2026

The minutes of the written meeting of the Supervisory Board were prepared at 10:25.

The extraordinary written meeting of the Supervisory Board of AS "DelfinGroup", registration number 40103252854 (hereinafter – DG), is held in accordance with Clauses 4.3, 4.6, and 4.8 of the Regulations of the Supervisory Board of AS "DelfinGroup", following the written procedure.

The meeting of the Supervisory Board is convened by the Chairman of the Supervisory Board of DG, Agris Evertovskis (AG), at the request of the Management Board of DG and in the decision-making process participates members of the Supervisory Board Jānis Pizičs (JP), Mārtiņš Ozoliņš (MO), and Solvita Kurtiša (SK), by voting in writing (via e-mail) on the proposed draft resolutions.

The Supervisory Board meeting has quorum.

[...]

Agenda

2/1 Approval of additional draft resolutions of the annual shareholders' meeting (E. Turlajs).

2/1 Approval of additional draft resolutions of the annual shareholders' meeting

[...]

Results of voting:

FOR – 4 (AE, JP, MO, SK).

AGAINST – 0

The Supervisory Board decided:

2/1/1 To support and refer the following draft resolutions for review at the annual shareholders' meeting of AS "DelfinGroup":

1. Election (re-election) of the Supervisory Board of AS "DelfinGroup"

The Supervisory Board of AS "DelfinGroup" has been re-elected with the following new composition:

4.1. [Name] [Surname], personal identification number [personal ID number], has been elected as a member of the Supervisory Board with [number of votes] shareholders' votes;

4.2. [Name] [Surname], personal identification number [personal ID number], has been elected as a member of the Supervisory Board with [number of votes] shareholders' votes;

4.3. [Name] [Surname], personal identification number [personal ID number], has been elected as a member of the Supervisory Board with [number of votes] shareholders' votes;

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delfin group pielágoti finanšu risinājumi

AS DelfinGroup
reģ. nr. 40103252854
Skanstes iela 50a
Rīga LV-1013
info@delfingroup.lv
tel. 66116688

EXTRACT

4.4. [Name] [Surname], personal identification number [personal ID number], has been elected as a member of the Supervisory Board with [number of votes] shareholders' votes;
4.5. [Name] [Surname], personal identification number [personal ID number], has been elected as a member of the Supervisory Board with [number of votes] shareholders' votes.

1. Election (re-election) of the Risk and Audit Committee of the Supervisory Board of AS "DelfinGroup"

The Risk and Audit Committee of the Supervisory Board of AS "DelfinGroup" has been re-elected with the following new composition for a term of three years:

5.1. [Name] [Surname], personal identification number [personal ID number], has been elected as a member of the Risk and Audit Committee of the Supervisory Board with [number of votes] shareholder votes;
5.2. [Name] [Surname], personal identification number [personal ID number], has been elected as a member of the Risk and Audit Committee of the Supervisory Board with [number of votes] shareholder votes;
5.3. [Name] [Surname], personal identification number [personal ID number], has been elected as a member of the Risk and Audit Committee of the Supervisory Board with [number of votes] shareholder votes.

1. Share buy-back of AS "DelfinGroup" for the purpose of reducing the share capital of AS "DelfinGroup" by cancelling the shares of AS "DelfinGroup" shares from circulation.

6.1. To allow AS "DelfinGroup" to repurchase its shares with the aim of reducing share capital of AS "DelfinGroup" by cancelling shares withdrawn (repurchased) from circulation, in accordance with Article 240(1)(1) of the Commercial Law.
6.2. Following the approval of the share buy-back program of AS "DelfinGroup" at the shareholders' meeting, to authorise the Management Board of AS "DelfinGroup" to implement the share capital reduction in respect of the own shares acquired under the share buy-back programme of AS "DelfinGroup" and to submit the terms of share capital reduction for approval to the shareholders' meeting, ensuring that the share capital reduction in respect of each repurchased share is implemented no later than within 1 (one) year from the date of acquisition of the respective share. The share capital reduction may be implemented on a gradual basis in multiple instances, each time applying it to the aggregate of shares repurchased during the relevant period.

1. Approval of the conditions for the share buy-back of AS "DelfinGroup".

7.1. To approve the acquisition of own shares of AS "DelfinGroup" within a share buy-back programme ("Programme") under the following conditions:

(i) the purpose of acquisition of own shares of AS "DelfinGroup" is to reduce the authorized capital of AS "DelfinGroup" by cancelling the shares purchased.
(ii) The Programme shall be implemented for a period of up to 2 (two) years from the date on which the Management Board of AS "DelfinGroup" adopts a separate resolution to commence the implementation of the Programme. During the implementation period of the Programme, the Management Board of AS "DelfinGroup" shall be entitled to carry out one or more transactions for the acquisition of the own shares of AS "DelfinGroup".
(iii) The Management Board of AS "DelfinGroup" is authorised to implement the Programme in accordance with this shareholders' resolution no later than within 5 (five) years from the date of adoption of this shareholders' resolution.
(iv) Maximum number of shares of AS "DelfinGroup" to be repurchased is 1,000,000 (one million).
(v) Minimum repurchase price per 1 (one) share, when executing transactions under a buy-back programme of AS "DelfinGroup", shall be no less than EUR 0.00 (zero euros).
(vi) The maximum buy-back price per 1 (one) share of AS "DelfinGroup", when executing transactions under the Programme, shall not exceed the higher of the following prices, as determined before the execution of each respective repurchase: (a) the price of the last independent trade, or (a) the highest current independent bid on the trading venue where the purchase is carried out.

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delfin group pielágoti finanšu risinājumi

AS DelfinGroup
reg. nr. 40103252854
Skanstes iela 50a
Rīga LV-1013
info@delfingroup.lv
tel. 66116688

EXTRACT

7.2. To determine that the implementation of the Programme may commence only after all applicable preconditions have been fulfilled, including the receipt of any necessary regulatory approvals, as well as after the consent of the bondholders of AS "DelfinGroup" has been obtained and the relevant amendments to the issuance documents of the bonds issued by AS "DelfinGroup" (including the prospectuses or the terms and conditions of the bonds) have been approved, to the extent necessary to permit the reduction of share capital of AS "DelfinGroup".

1. Authorization of the Management Board of AS "DelfinGroup" to perform all necessary actions with respect to share buy-back of AS "DelfinGroup".

8.1. To authorize the Management Board of AS "DelfinGroup", in accordance with the provisions of this resolution and applicable legal acts, to take actions necessary to fulfil the preconditions for the implementation of the Programme, to make specific decisions regarding the share buy-back, including the commencement, non-commencement or termination of the Programme, to organize and execute share buy-back, to determine the method and procedure for share buy-back (including the right to buy back shares in accordance with the provisions of Article 5, paragraph 1 of the European Parliament and Council Regulation (EU) No 596/2014 on market abuse), to determine the time, number and price of shares, and other conditions, as well as perform other actions related to the share buy-back.

Chairman of the Supervisory Board and the chair of the Supervisory Board meeting Agris Evertovskis (signature)

Member of the Supervisory Board Jānis Pizičs (signature)

Member of the Supervisory Board Mārtiņš Ozoliņš (signature)

Member of the Supervisory Board Solvita Kurtiša (signature)

Secretary of the Supervisory Board meeting Edgars Turlajs (signature)

THIS DOCUMENT IS SIGNED WITH A SECURE ELECTRONIC SIGNATURE AND CONTAINS A TIME STAMP

EXTRACT CORRECT

AS "DelfinGroup"

Chairman of the Supervisory Board

Agris Evertovskis

10 March 2026

THIS DOCUMENT IS SIGNED WITH A SECURE ELECTRONIC SIGNATURE AND CONTAINS A TIME STAMP

Kvalifiošis elektronsiskais parakots
AGRIS EVERTOVSKIS
2026-03-10 11:11:49 GMT+2
Miθips: Parakots