Delfin Group

Remuneration Information • May 21, 2025

AS DelfinGroup Remuneration Report 2024

Introduction

AS DelfinGroup (hereinafter DelfinGroup or Company) Remuneration Report of the Management Board and Supervisory Board for the year 2024 has been prepared in accordance with the requirements of Chapter III¹ of Section D of the Financial Instrument Market Law of the Republic of Latvia and DelfinGroup Remuneration Policy, which is available on the Company's website www.delfingroup.lv

The DelfinGroup Remuneration Policy aims to promote the implementation of DelfinGroup strategy, sustainability, and transparency of the use of finances, as well as to retain, attract, motivate and develop professional and talented employees, Management Board and Supervisory Board members. DelfinGroup applies the following principles when determining the remuneration of the Management Board and Supervisory Board members:

• 1. Remuneration is commensurate with the performance and personal contribution of Management Board and Supervisory Board members;
• 1. Remuneration is in line with the terms of the employment or authorisation relationship as well as DelfinGroup actual performance;
• 1. The remuneration of the Management Board and Supervisory Board members is proportional to the remuneration of employees;
• 1. Remuneration is competitive in the labour market;
• 1. The remuneration structure is balanced and does not encourage excessive risk-taking;
• 1. Remuneration is not contrary to the long-term interests of DelfinGroup and stakeholders;
• 1. To avoid conflicts of interest, DelfinGroup ensures that its employees, Management Board and Supervisory Board members do not participate in determining their remuneration (unless the shareholder is a Supervisory Board member).

The fixed and variable remuneration paid to the DelfinGroup Management Board and Supervisory Board members in 2024 complies with the provisions of the Company's remuneration policy.

The previous remuneration report for 2023 was unanimously adopted on 30.05.2024 at the Annual General Meeting without further shareholder comments.

The remuneration report is a part of the Annual Report prepared by the Company's Management Board and reviewed by the Company's Supervisory Board. A sworn auditor has reviewed the Remuneration Report and will be approved at the shareholders' meeting with other components of the Annual Report. As a separate part of the Annual Report, the Remuneration Report is available in Latvian and English on the Company's website www.delfingroup.lv and on the Nasdaq Riga website www.nasdaqbaltic.com/.

Didzis Ādmīdiņš Chairman of the Management Board

Andrejs Aleksandrovičs Member of the Management Board Laima Eižvertiņa Member of the Management Board

This document is electronically signed with safe electronical signature and contains time stamp.

Remuneration of the Management Board

Remuneration of Management Board is determined by the Supervisory Board of DelfinGroup. Salary or time remuneration and a bonus are determined for Management Board members, and other benefits are provided. When determining time remuneration for a Management Board member various factors are taken into account, such as, education, professional skills and competencies, job responsibilities, as well as the level of responsibility, the situation in the labour market, and DelfinGroup financial position.

The bonus for Management Board members shall be determined in an amount not exceeding 100% of the amount of time remuneration. The bonus amount is related to the implementation of DelfinGroup strategy, the fulfilment of the overall objectives set by the Supervisory Board, as well as the objectives and key performance indicators (KPIs) of individual members of the Management board as defined by the Supervisory Board, and DelfinGroup financial results, including profits. The supervisory board may reduce or not pay bonuses if DelfinGroup financial results have not been achieved or if the overall financial situation of DelfinGroup does not allow it.

In addition to time remuneration, as well as the bonus, the supervisory board may set other benefits for Management board members:

• a bonus for the successful implementation of strategically important projects determined by the Supervisory Board with the total bonus budget not exceeding 20% of the total amount of remuneration for the Management Board member in the last 12 months. If the Management Board member has been in office for 3 to 6 months, then the total bonus budget does not exceed 80% of the total remuneration of the Management Board member in the last 3 months. If the Management Board member has been in office for 6 to 12 months, then the total bonus budget does not exceed 40% of the total remuneration of the Management Board member in the last 6 months;
• the use of one non-luxury car and the payment of related expenses;
• once a year the Supervisory Board approves the package of other rational benefits with the total budget not exceeding 5% of the amount of time remuneration.
• no termination payments are set for Management Board members. However, if it is deemed necessary in specific circumstances, the amount of such payment determined by the Supervisory Board may not exceed the amount of time remuneration of the Management Board member for 6 months.

Name, surname,	Fixed remuneration			Variable	Total	Proportion of	Notes
position	Base salary	Other benefits*	Total	remuneration	remuneration	fixed and variable remuneration %
Didzis Ādmīdiņš, Chairman of the Management Board	155 212	605	155 817	88 665	244 482	64 / 36
Nauris Bloks, Member of the Management Board, Chief Innovation and Product Officer (until 01.04.2025)	95 184	605	95 789	38 750	134 539	71 / 29
Andrejs Aleksandrovičs Member of the Management Board, Chief Financial Officer	3 333	-	3 333	-	3 333	100 / 0	From 18.12.2024
Aldis Umblejs, Member of the Management Board, Chief Financial Officer (until 18.12.2024)	81 840	605	82 445	47 285	129 730	64 / 36	Until 18.12.2024
Sanita Pudnika, Member of the Management Board, Chief Commercial Officer (until 28.06.2024)	49 316	605	49 921	49 060	98 981	50 / 50	Until 28.06.2024

Below, in the table, the remuneration of the Management Board and other benefits paid out in 2024 are reflected in EUR:

*Other benefits include health insurance.

Remuneration of the Supervisory Board

Remuneration of Supervisory Board members is determined by the shareholders' meeting of DelfinGroup. No variable part of remuneration or bonus is determined for Supervisory Board members. Remuneration of the Chairperson of the Supervisory Board is calculated with the shareholder's meeting setting the basic remuneration of no more than 50% of the time wage of the Chairperson of the Management Board of DelfinGroup, and the shareholders' meeting may determine that the basic remuneration of a Supervisory Board member is calculated as not exceeding 50% of the basic remuneration of the Chairman of the Supervisory Board. The Supervisory Board may set bonuses for members and/or the Chairperson of the Supervisory Board for work in committees or working groups established by the Supervisory Board, the total amount of the bonuses not exceeding 50% of the basic remuneration of the member and/or the Chairperson of the Supervisory Board, respectively.

It is possible to set additional bonuses for Supervisory Board members only per the decision of the shareholders' meeting. No termination payments are set for Supervisory Board members. However, if it is deemed necessary in specific circumstances, the amount of such payment determined by the shareholders' meeting shall not exceed the amount of the fixed remuneration of the Supervisory Board member for 6 months.

Below, in the table, the remuneration of the Supervisory Board and other benefits paid out in 2024 are reflected in EUR:

Name, surname,	Fixed remuneration			Variable	Total	Proportion of
position	Base salary	Allowances for work in Supervisory Board committees	Other benefits*	Total	remuneration	remuneration	fixed and variable remuneration %
Agris Evertovskis, Chairman of the Supervisory Board	67 740	6 550	605	74 895	0	74 895	100 / 0
Gatis Kokins, Deputy Chairman of the Supervisory Board	32 890	10 520	605	44 015	0	44 015	100 / 0
Mārtiņš Bičevskis, Member of the Supervisory Board	27 090	7 828	605	35 523	0	35 523	100 / 0
Jānis Pizičs, Member of the Supervisory Board	27 090	8 700	605	36 395	0	36 395	100 / 0
Edgars Voļskis, Member of the Supervisory Board (until 22.05.2024)	11 067	2 370	605	14 042	0	14 042	100 / 0

*Other benefits include health insurance.

Changes in remuneration and Company performance results

The comparative data summarizes the remuneration of the Management Board and Supervisory Board, company performance indicators (all company performance indicators are available in the financial report), and the average full-time salary of the Company's employees, excluding Management Board and Supervisory Board members. In addition, heads of departments of DelfinGroup have been selected as the reference group for employee compensation.

In 2024, DelfinGroup achieved stable growth with increasing income and profit results. Revenues in 2024 increased by 25% compared to 2023, reaching 63 million euros. In addition, the Company's profit in 2024 grew along with the increase in income, which resulted in profit before taxes reaching 9.2 million euros and an increase of 11%, while net profit increased by 10% to 7.3 million euros.

Management Board remuneration, EUR	2024	2023	2022
Management Board fixed remuneration	387 305	360 866	257 511
Management Board variable remuneration	223 760	55 038	115 571
Management Board total remuneration	611 065	415 905	373 082
Supervisory Board fixed remuneration	204 870	209 613	134 600
Supervisory Board variable remuneration	0	0	0
Supervisory Board total remuneration	204 870	209 613	134 600
Company performance, EUR
Revenue	62 954 008	50 423 151	35 775 886
Profit before tax	9 174 170	8 289 635	7 257 561
Net profit	7 276 206	6 627 971	5 961 453
The annual average salary of employees for full-time work, EUR
Remuneration of department heads	52 732	44 904	39 996

Remuneration related to stock options

The DelfinGroup employee share options program was approved by the shareholders' meeting on September 9, 2021, while the amendments to the option program were approved by the extraordinary shareholders' meeting on March 28, 2022.

The purpose of issuing the Company's share options is to reward the Company's employees, Management Board, and Supervisory Board members for successful work results, significant investment in the Company, and loyalty to the Company. Also, to motivate the Company's employees and management to take care of the development of the Company's activities in the long term, as well as to increase the number of employees of the Company and to increase the interest of the Management and Supervisory board members in the effective management of the Company.

The main, but not only, terms of the employee share option program are as follows:

• 1. The Company issues 450 000 employee options.
• 1. 450 000 dematerialized bearer shares of the same category with a nominal value of EUR 0.10 per share, which does not exceed 10% of the Company's paid-up share capital at the time when the decision of the Management or Supervisory Board on granting staff options, is intended to cover all personnel options.
• 1. Each share of the new issue of the Company obtained as a result of the conversion of the personnel option gives the shareholder the same rights as the existing shares of the Company, i.e., equal rights to receive dividends, liquidation quota, and voting rights in the Company.
• 1. The right to receive employee options belongs to those members of the Company's Management Board and Supervisory Board members who meet the following conditions:
  2. 4.1. The Management Board member has been a member of the Company's Management or Supervisory Board for at least 3 of the last calendar months;
  3. 4.2. The Management or Supervisory Board member has achieved the individual goals set for him by the Supervisory Board, and the Management / Supervisory Board member has contributed to achieving the common business goals.
• 1. Upon exercising their personnel options, option holders are entitled to receive the Company's newly issued shares for a fee. The price of one bearer share of the Company's new issue is EUR 0.10 (10 cents).
• 1. The minimum term of holding employee options from their allocation to the day the option holder is entitled to exercise the option rights is 12 months.

Below, in the table, the number of granted and realized options, price, and grant date in 2024 are indicated:

	Option grant date	Effective date of the conversion right	Conversion price of the share, EUR		Information about the financial year
Name, surname, position					Opening balance		During the year	Closing balance
				Exercise period	Share options at the beginning of the year	Share options granted	Share options converted	Share options granted but not converted
Didzis Ādmīdiņš, Chairman of the Management Board	30.06.2024. 30.12.2024.	30.06.2025. 30.12.2025.	0.1	30.06.2025.-30.07.2025. 30.12.2025.-30.01.2026.	5 000	5 000	5 000	5 000
Nauris Bloks, Member of the Management Board, Chief Innovation Officer (until 01.04.2025)	30.06.2024. 30.12.2024.	30.06.2025. 30.12.2025.	0.1	30.06.2025.-30.07.2025. 30.12.2025.-30.01.2026.	5 000	5 000	5 000	5 000
Andrejs Aleksandrovičs, Member of the Management Board, Chief Financial Officer	-	-	-	-	0	0	0	0
Agris Evertovskis, Chairman of the Supervisory Board	30.06.2024. 30.12.2024.	30.06.2025. 30.12.2025.	0.1	30.06.2025.-30.07.2025. 30.12.2025.-30.01.2026.	1 250	1 250	1 250	1 250
Gatis Kokins, Deputy Chairman of the Supervisory Board	30.06.2024. 30.12.2024.	30.06.2025. 30.12.2025.	0.1	30.06.2025.-30.07.2025. 30.12.2025.-30.01.2026.	1 250	1 250	1 250	1 250
Mārtiņš Bičevskis, Member of the Supervisory Board	30.06.2024. 30.12.2024.	30.06.2025. 30.12.2025.	0.1	30.06.2025.-30.07.2025. 30.12.2025.-30.01.2026.	1 250	1 250	1 250	1 250
Jānis Pizičs, Member of the Supervisory Board	30.06.2024. 30.12.2024.	30.06.2025. 30.12.2025.	0.1	30.06.2025.-30.07.2025. 30.12.2025.-30.01.2026.	1 250	1 250	1 250	1 250

The remuneration received from another company which is part of the same group of companies within the meaning of the Law on the Annual Financial Statements and Consolidated Financial Statements.

None.

Information on cases when the variable part of the remuneration has been reclaimed

None.

The applied temporary derogations, inter alia, an explanation of the nature of the exceptional case and a reference to specific components of the remuneration policy to which a temporary derogation has been applied.

None.