Delfin Group — Proxy Solicitation & Information Statement 2026

Apr 8, 2026

AS "DelfinGroup"
registration number 40103252854
Draft resolutions of the Extraordinary Meeting of Shareholders dated 29 April 2026

1. Approval of the issuance of senior unsecured bonds of AS "DelfinGroup" and authorisation for the Management Board of AS "DelfinGroup" to perform the necessary actions

1.1. Approve 1 (one) issuance of senior unsecured bonds of AS "DelfinGroup" with a total nominal value of up to EUR 35,000,000, with a final repayment date of no later than 4 years.

1.2. Authorise the Management Board of AS "DelfinGroup" to:

1.2.1. decide on the coupon (interest) rate for the bonds;

1.2.2. prepare and sign the bond issue documents, as well as make and approve any corrections, changes and additions to the prospectus as necessary;

1.2.3. sign the necessary agreements with Nasdaq CSD SE (depositary) for the accounting of financial instruments;

1.2.4. decide whether to include the bonds in trading on the Corporate Bond List of AS "Nasdaq Riga" Baltic Regulated Market or on Bond List of AS "Nasdaq Riga" First North Market and sign the necessary agreements and other documents with AS "Nasdaq Riga" in this regard;

1.2.5. perform any other necessary actions to implement the bond issue, the inclusion of the bond issue and the commencement of trading on a regulated or alternative market, including representing AS "DelfinGroup" in relations with the Bank of Latvia, AS "Nasdaq Riga", Nasdaq CSD SE, and other organizations for the implementation of this decision.

1. Approval of the issuance of subordinated bonds of AS "DelfinGroup" and authorisation for the Management Board of AS "DelfinGroup" to perform the necessary actions

2.1. Approve the issuance of subordinated bonds of AS "DelfinGroup" with a total nominal value of up to EUR 10,000,000, with a final repayment date of no later than 5 years.

2.2. Authorise the Management Board of AS "DelfinGroup" to:

2.2.1. decide on carrying out 1 (one) or 2 (two) issuances within the total amount;

2.2.2. decide on the coupon (interest) rate for the bonds;

2.2.3. prepare and sign the bond issue documents, as well as make and approve any corrections, changes and additions to the prospectus as necessary;

2.2.4. sign the necessary agreements with Nasdaq CSD SE (depositary) for the accounting of financial instruments;

2.2.5. decide whether to include the bonds in trading on the Corporate Bond List of AS "Nasdaq Riga" Baltic Regulated Market or on Bond List of AS "Nasdaq Riga" First North Market and sign the necessary agreements and other documents with AS "Nasdaq Riga" in this regard;

2.2.6. perform any other necessary actions to implement the bond issue, the inclusion of the bond issue and the commencement of trading on a regulated or alternative market, including representing AS "DelfinGroup" in relations with the Bank of Latvia, AS "Nasdaq Riga", Nasdaq CSD SE, and other organizations for the implementation of this decision.

Management Board of AS "DelfinGroup"
8 April 2026