INDEXO — AGM Information 2023

Mar 16, 2023

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date: 2023-03-14 14:46:00+00:00
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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	30.03.2023. at 10.00 (EET)
4. Type of the meeting	Annual 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 Annual Meeting of Shareholders on 30 March 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

Operational matters of the Company:
1. Reports of the Management Board and the Supervisory Board.
Proposal To take note of the reports of the Management Board and the Supervisory Board of the Company. For 🞎 Against 🞎
1. Approval of the Annual Report for 2022 of the Company.
Proposal No. 1 To take note of the independent auditor’s report on the Company’s results of financial year 2022. For 🞎 Against 🞎 Proposal No. 2 To approve Consolidated and Separate Annual Report for 2022 prepared by the Management Board and reviewed by the Supervisory Board of the Company. For 🞎 Against 🞎 Proposal No. 3 To approve Corporate governance report for the year 2022 prepared by the Management Board and reviewed by the Supervisory Board of the Company. For 🞎 Against 🞎
1. Presentations of the Management Board on the action plan, budget and raising additional capital for 2023.
Proposal To take note of presentations of the Management Board on the action plan, budget and raising additional capital for 2023. For 🞎 Against 🞎
1. Election of an auditor for the year 2023.
Proposal To elect PricewaterhouseCoopers SIA, registration number: 40003142793, legal address: Krišjāņa Valdemāra iela 21-21, Rīga, Latvija, LV-1010, as the Company’s auditor of the Annual Reports for the year 2023 in accordance with the expressed offer. For 🞎 Against 🞎
1. Determination of the auditor’s remuneration.
Proposal To determine the total remuneration for the auditor for audit of the Annual Reports for the year 2023 until the amount of EUR 109 263 EUR (one hundred nine thousand and two hundred sixty three euros), VAT included, and to instruct the Management Board of the Company to decide on the total remuneration for the auditor of the Annual Reports for the year 2023, taking into account the set limit of the remuneration, as well as to authorize the Management Board of the Company to sign the agreement with the elected Company’s auditor for the audit of the Annual Reports for the year 2023. For 🞎 Against 🞎
Matters regarding personnel options of the Company:
1. The notification of the Management Board on personnel options and justification (opinion) of the Management Board regarding the necessity for conditional share capital increase of the Company.
Proposal To take note of the notification of the Management Board on personnel options and justification (opinion) of the Management Board regarding the necessity for conditional share capital increase of the Company. For 🞎 Against 🞎
1. Amendments to the Terms of Issue of Personnel Options of the Company (Personnel Option Program 2021) approved by the Company’s shareholders meeting on 30 May 2022.
Proposal No. 1 To approve new edition of 30 May 2022 Terms of Issue of Personnel Options of the Company (Personnel Option Program 2021) (enclosed as a separate document in Annex No. 2). For 🞎 Against 🞎 Proposal No. 2 To approve the amendments of Terms of Conditional Share Capital Increase of the Company (Personnel Option Program 2021) (enclosed as a separate document in Annex No. 3). For 🞎 Against 🞎
1. Amendments to the Terms of Issue of Personnel Options of the Company (Personnel Option Program 2022) approved by the Company’s shareholders meeting on 24 March 2022.
Proposal To approve new edition of 24 March 2022 Terms of Issue of Personnel Options of the Company (Personnel Option Program 2022) (enclosed as a separate document in Annex No. 4). For 🞎 Against 🞎
1. Approval of the issue of the personnel options of the Phase II of the Company’s Personnel Option Program 2022.
Proposal To approve the issue of 300 000 Company’s personnel options during Phase II of the Personnel Option Program 2022. For 🞎 Against 🞎
1. The conditional share capital increase of the Company and approval of the terms of conditional share capital increase of the Company.
Proposal No. 1 To approve the conditional share capital increase of the Company by EUR 300 000 (three hundred thousand euros) with a condition in accordance with Article 261.1 of the Commercial Law by issuing new shares of the Company which will be used to convert the personnel options of the Company during Phase II of the Personnel Option Program 2022. For 🞎 Against 🞎 Proposal No. 2 To approve the Terms of Conditional Share Capital Increase of the Company (enclosed as a separate document in Annex No. 5). 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 Conditional 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 🞎

Raising additional capital. General decisions in connection with the execution of secondary issuance:

1. Approval of carrying out the secondary issuance of the newly issued shares of the Company and listing the Company’s shares on AS “Nasdaq Riga” Baltic Regulated market.
Proposal No. 1 To approve the secondary issuance in the range of 410 000 (four hundred and ten thousand) to up to 475 000 (four hundred and seventy five thousand) of the Company’s newly issued dematerialized bearer shares. For 🞎 Against 🞎 Proposal No. 2 To approve the listing in the range of 410 000 (four hundred and ten thousand) to up to 475 000 (four hundred and seventy five thousand) Company's newly issued dematerialized bearer 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 bearer shares to be issued within the range specified above in subsections 1 and 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 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 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 🞎

Corporate decisions in connection with the secondary issuance:

1. Justification (opinion) of the Management Board on the need for revocation of the Company's shareholders' pre-emptive rights and the sale price of the new issue share.
Proposal To take note of the justification (opinion) of the Management Board on the need for revocation of the Company's shareholders' pre-emptive rights and the sale price of the new issue share. For 🞎 Against 🞎
1. An increase of the share capital of the Company.
Proposal No. 1 To increase the share capital of the Company within the range from EUR 410 000 (four hundred and ten thousand euros) to EUR 475 000 (four hundred and seventy five thousand euros), by issuing from 410 000 (four hundred and ten thousand) up to EUR 475 000 (four hundred and seventy five thousand) new dematerialized bearer shares with the sale price of one new issue share in the range of EUR 14,5 (fourteen point five euros) to EUR 17,5 (seventeen point five euros), including the nominal value of a share in the amount of EUR 1 (one euro) and the share premium in the range of EUR 13,5 (thirteen point five euros) to EUR 16,5 (sixteen point five euros). For 🞎 Against 🞎 Proposal No. 2 To authorize the Management Board of the Company to determine the sale price of one new issue dematerialized bearer share within the mentioned range of EUR 14,5 (fourteen point five euros) to EUR 17,5 (seventeen point five 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 (enclosed as a separate document in Annex No. 6). 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, if other changes in the Company's share capital have taken place, which have been registered in the Register of Enterprises of the Republic of Latvia after 30 March 2023, as well as, based on the authorization given to the Management Board, to determine the number of shares to be issued and the matters with respect to the capital to be increased within the limits approved in the agenda point No. 11. 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 (enclosed as a separate document in Annex No. 7). For 🞎 Against 🞎 Proposal No. 2 To approve new edition of the Articles of Association of the Company (enclosed as a separate document in Annex No. 8). 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, if other changes in the Company's share capital have taken place, which have been registered in the Register of Enterprises of the Republic of Latvia after 30 March 2023, 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. 11. For 🞎 Against 🞎

Decisions concerning the members of governance bodies:

1. The recall of current members of the Supervisory Board and election of the Supervisory Board.
Proposal No. 1 To recall all the current members of the Supervisory Board of the Company: * * 1. Toms Kreicbergs; 2. Valdis Vancovičs; 3. Renāts Lokomets; 4. Svens Dinsdorfs. For 🞎 Against 🞎 Proposal No. 2 To elect the following persons as members of the Supervisory Board of the Company for five years, with the term of office starting 30 March 2023:
1. Determination of the remuneration for members of the Supervisory Board.
Proposal To set the remuneration for the fulfilment of duties as a member of the Supervisory Board of the Company for each member in the amount of EUR 500 per meeting in which the person has taken part in., For 🞎 Against 🞎

V. Additional data

Indicate whether a vote execution confirmation is requested	Yes 🞎 No 🞎

SHAREHOLDER / PROXY:

__________________­­­­_______

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