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INDEXO — AGM Information 2023
Nov 1, 2023
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| VOTING FORM | |
| I. Issuer’s data | |
| 1. Issuer’s name | IPAS “INDEXO” |
| 2. Issuer’s registration number | 40203042988 |
| 3. Meeting date and time | 23.11.2023. at 10:00 (EET) |
| 4. Type of the meeting | Extraordinary Meeting of Shareholders |
| 5. ISIN code | LV0000101863 |
II. Shareholder’s data
| 1. Name, Surname or Company Name of shareholder | |
| 1. Shareholder’s personal identification number (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. Proxy’s personal identification number (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 IPAS “INDEXO” (registration number: 40203042988 , legal address: Elizabetes street 13 - 1A, Riga, LV-1010, Latvia) at the Extraordinary Meeting of Shareholders on 23 November 2023 with all votes arising from my shares vote as follows:
III. In the organizational matters of the shareholders' meeting (election of the vote counter, chairman of the meeting, secretary (recorder) and persons confirming the accuracy of the meeting minutes) I authorize the management board of IPAS “INDEXO” (registration number:40203042988, legal address: Elizabetes street 13 - 1A, Riga, LV-1010, Latvia) to vote with my votes at its discretion as an honest and diligent manager.
IV. Agenda items
Raising additional capital. General decisions in connection with the execution of secondary issuance:
| 1. Justification (opinion) of the Management Board on establishing process of INDEXO Bank, share capital increase, the need for revocation of the Company's shareholders' pre-emptive rights and on the sale price of the new issue shares. |
| Proposal To take note of the justification (opinion) of the Management Board on establishing process of INDEXO Bank, share capital increase, the need for revocation of the Company's shareholders' pre-emptive rights and on the sale price of the new issue shares. The agenda item is not subject to a vote. |
| 1. Approval of carrying out the secondary issuance of the newly issued shares of the Company, registration of shares in the Nasdaq CSD SE (central securities depository) and listing the Company’s shares on AS “Nasdaq Riga” Baltic Regulated market. |
| Proposal No. 1 To approve the secondary issuance in the amount up to 1 150 000 (one million one hundred fifty thousand) of the Company’s new dematerialized shares. For ¨ Against ¨ Proposal No. 2 To approve registration of shares in the Nasdaq CSD SE (central securities depository) and the listing in the amount up to 1 150 000 (one million one hundred fifty thousand) of Company's newly issued dematerialized shares on the Baltic Regulated market (on the Baltic main list) of AS “Nasdaq Riga”. For ¨ Against ¨ Proposal No. 3 To authorize the Management Board of making the decision of determining the number of the new dematerialized shares to be issued within the range specified above in subsections 1 and 2. For ¨ Against ¨ |
Corporate decisions in connection with the secondary issuance:
| 1. An increase of the share capital of the Company. |
| Proposal No. 1 To increase the share capital of the Company for the sum up to 1 150 000 EUR (one million one hundred fifty euros), by issuing up to 1 150 000 (one million one hundred fifty thousand) new dematerialized shares with the sale price of one new issue share in the range of 11 EUR (eleven euros) to 15 EUR (fifteen euros), including the nominal value of a share in the amount of EUR 1 (one euro) and the share premium in the range of 10 EUR (ten euros) to EUR 14 (fourteen euros). For ¨ Against ¨ Proposal No. 2 To authorize the Management Board of the Company to determine the sale price of one new issue dematerialized share within the mentioned range of of 11 EUR (eleven euros) to 15 EUR (fifteen euros). For ¨ Against ¨ Proposal No. 3 To instruct the Management Board of the Company to submit all necessary documents for the registration of changes in the Register of Enterprises of the Republic of Latvia and perform other actions required to execute the taken decision. For ¨ Against ¨ |
| 1. Revocation of the Company's shareholders' pre-emptive rights. |
| Proposal To revoke the pre-emptive rights of the Company's shareholders to the newly issued shares of the Company. For ¨ Against ¨ |
| 1. Approval of the Terms of Share Capital Increase of the Company. |
| Proposal No. 1 To approve the Terms of Share Capital Increase of the Company. For ¨ Against ¨ Proposal No. 2 To authorize the Management Board of the Company the rights to formally clarify, specify and sign the information specified in Terms of Share Capital Increase about the Company’s number of shares to be issued and the share capital in accordance with the de facto situation, without changing the information by nature, as well as, based on the authorization given to the Management Board, to determine the number of shares to be issued, the price and the matters with respect to the capital to be increased within the limits approved in the agenda points No. 2 and 3. For ¨ Against ¨ Proposal No. 3 To instruct the Management Board of the Company to submit all necessary documents for the registration of the Terms of Share Capital Increase of the Company in the Register of Enterprises of the Republic of Latvia and to perform other necessary actions for the execution of the adopted decision. For ¨ Against ¨ |
| 1. Approval of amendments to the Articles of Association and the new edition of the Articles of Association. |
| Proposal No. 1 To approve amendments to the Articles of Association of the Company. For ¨ Against ¨ Proposal No. 2 To approve new edition of the Articles of Association of the Company. For ¨ Against ¨ Proposal No. 3 To designate the Management Board of the Company as responsible to submit all the necessary documents for the registration of amendments to the Articles of Association to the Register of Enterprises of the Republic of Latvia and perform other actions required to execute the taken decisions. For ¨ Against ¨ Proposal No. 4 To grant the Management Board of the Company rights to formally clarify, specify and sign the information specified in the amendments and the new edition to the Articles of Association about the Company’s number of shares and share capital in accordance with the de facto situation, without changing the information by nature, as well as, based on the authorization given to the Management Board, to determine the number of new shares to be issued within the limits approved in the agenda point No.2. For ¨ Against ¨ |
| 1. Authorization of the Management Board of the Company to perform all the necessary actions with respect to the secondary issuance of the Company’s shares. |
| Proposal No. 1 To authorize the Management Board of the Company to perform all the necessary actions for registration of shares in the Nasdaq CSD and listing of shares of the Company on the Baltic Regulated Market (on the Baltic main List) of AS “Nasdaq Riga”, to make the secondary public offering, for the registration (approval) of the universal registration document, securities note and the summary with the Bank of Latvia. For ¨ Against ¨ Proposal No. 2 To authorize the Management Board of the Company to sign the Company’s universal registration document, securities note and the summary, as well as to make and approve adjustments, alterations and additions to the universal registration document, the securities note and the summary, if needed. For ¨ Against ¨ Proposal No. 3 To authorize the Management Board of the Company to sign agreements or other documents related to registration of shares in the Nasdaq CSD and listing and trading of shares of the Company’s secondary issuance on the Baltic Regulated Market (Baltic main List) of AS „Nasdaq Riga” and submit them to the AS „Nasdaq Riga”, Nasdaq CSD SE (depositary), as well as represent the Company in the Bank of Latvia, AS “Nasdaq Riga” and the Nasdaq CSD SE and in other organizations and/or their structural units. For ¨ Against ¨ |
| 1. Cancellation of the general and corporate decisions of the Company's shareholders meeting from March 30, 2023, related to the secondary share issue of the Company (agenda points 11.-17. of the shareholders' meeting minutes No. 1-2023). |
| Proposal To approve cancellation of the general and corporate decisions of the Company's shareholders meeting from March 30, 2023 related to the secondary share issue of the Company (agenda points 11. - 17. of the shareholders' meeting minutes No. 1-2023). For ¨ Against ¨ |
V. Additional data
| Indicate whether a vote execution confirmation is requested | Yes ¨ No ¨ |
SHAREHOLDER / PROXY:
_________________________
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