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Delfin Group Proxy Solicitation & Information Statement 2026

Mar 10, 2026

2238_rns_2026-03-10_a230d2c6-baf2-4e21-9b80-4b787c0604c9.pdf

Proxy Solicitation & Information Statement

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EXTRACT

AS "DelfinGroup"
registration number 40103252854
MINUTES OF MANAGEMENT BOARD MEETING No 3/2026

Riga 26 February 2026
The meeting opened at 14:00
The meeting closed at 14:16

Participants in the Management Board meeting: Minutes of the Management Board meeting taken by:
Didzis Ādmīdiņš, chairman of the Management Board Edgars Turlajs
Andrejs Aleksandrovīcs, member of the Management Board
Laima Eižvertiņa, member of the Management Board (has voted in writing prior to the Management Board meeting)

Agenda:

[...]

  1. Approval of draft resolutions of the annual shareholders' meeting.

Consideration of the agenda items:

[...]

  1. Approval of draft resolutions of the annual shareholders' meeting

[...]

Decision: 5.1. To approve the draft resolutions of the annual shareholders meeting of AS “DelfinGroup” to be held on 31 March 2026, as attached in Annex No. 4 to the minutes of the Management Board meeting. 5.2. To submit the resolution referred to in point 5.1 for review by the Supervisory Board of AS “DelfinGroup.” 5.3. To announce (convene) the annual shareholder meeting of AS “DelfinGroup” on 31 March 2026, after the Supervisory Board of AS “DelfinGroup” has reviewed the resolution referred to in point 5.1. Voting: For – 3 Against – 0

Chairman of the Management Board
(signature) Didzis Ādmīdiņš

Member of the Management Board
(signature) Andrejs Aleksandrovīcs

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


EXTRACT

Annex No. 4

AS "DelfinGroup"

Draft resolutions of the Annual Shareholder Meeting dated 31 March 2026

  1. Reports of the Management Board, Supervisory Board, and auditor

1.1. To take note of the reports of the Management Board, Supervisory Board, and auditor.

  1. Approval of the annual accounts, the consolidated annual accounts, and other related documents for 2025

2.1. Approve the annual accounts and the consolidated annual accounts of AS "DelfinGroup" for 2025.

2.2. Approve the corporate governance report of AS "DelfinGroup" for 2025.

2.3. Approve the remuneration report of AS "DelfinGroup" for 2025.

  1. Use of profits for 2025

3.1. Pursuant to the proposal made by the Management Board of AS "DelfinGroup" and reviewed by the Supervisory Board of AS "DelfinGroup", and in accordance with the dividend policy of AS "DelfinGroup", determine and pay dividends of AS "DelfinGroup" in the amount of EUR 0.0391 per 1 share of profit of 2025, i.e., EUR 1,777,052.58 based on the current number of shares, or EUR 1,777,975.18 based on the planned number of shares following the increase of the share capital of AS "DelfinGroup", which is planned in connection with employee stock options, by determining:

  • the ex-date (the date from which no dividends will be paid on the acquired (including purchased) shares on which the decision to pay extraordinary dividend was made) shall be 15 April 2026;
  • the dividend record date shall be 16 April 2026;
  • the dividend payment date shall be 17 April 2026.

To leave the remaining portion of the 2025 profit undistributed and allocate it to the expansion and development of the commercial activities of the AS "DelfinGroup" group.

EXTRACT CORRECT

AS "DELFIGGROUP"

Chairman of the Management Board

Didzis Ādmīdiņš

10 March 2026

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