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INDEXO AGM Information 2024

Mar 1, 2024

2240_rns_2024-03-01_253bed15-3fbe-4104-85a9-0a15a761f74e.pdf

AGM Information

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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 25.03.2024. at 10:00 (EET)
4. Type of the meeting Annual Shareholders Meeting
5. ISIN code LV0000101863

II. Shareholder's data

1.
Name, Surname or Company Name of
shareholder
2. 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
3.
Shareholder's e-mail
4.
Name, Surname of proxy nominated by
shareholder (if applicable)
5.
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)
6.
Proxy's e-mail (if applicable)
7.
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 Shareholders Meeting on 25 of March 2024 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 issues of the Company:

1. Reports of the Company's Management Board, Council and auditor.

Proposal

Note the reports of the Company's Management Board, Council and auditor.

The agenda item is not subject to a vote.

2. Approval of the Company's Consolidated and Annual Report for the year 2023 and related documents of the Company.

Proposal No. 1

To approve the Consolidated and Company's Annual Report for the year 2023.

For Against

Proposal No. 2

To approve the Corporate Governance Report for the year 2023.

For Against

Proposal No. 3

To approve the Remuneration Report of the Company's Management Board and the Council for the year 2023.

For Against

3. Election of an auditor for the year 2024.

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 2024 in accordance with the expressed offer.

For

Against

4. Determination of the auditor's remuneration.

Proposal

To determine the total remuneration for the auditor for audit of the Annual Reports for the year 2024 up to the amount of EUR 102 950 EUR (one hundred two thousand nine hundred fifty euros) with addition of applicable VAT, 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 2024, 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 of the Company for the year 2024.

For Against

5. Approval of Remuneration Policy.

Proposal

To approve the INDEXO Group's Remuneration Policy, which replaces the policy of IPAS "Indexo" for remuneration of IPAS "Indexo" Council, Management Board members and employees', that has been approved by the Shareholders' Meeting of IPAS "Indexo" on March 24, 2022.

Corporate and general decisions related to raising capital:

6. 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 decisions taken.

For Against

7. Cancelation of the Company's shareholders' pre-emptive rights.

Proposal

To cancel the Company's shareholders' pre-emptive rights regarding the Company's newly issued shares, that will be issued based on authorization provided to the Management Board by Article 3.6. of the new edition of the Articles of Association within five years from the approval of the Articles of Association to take a decision on the issue of new shares of the Company in the amount of up to 375,000 (three hundred seventy-five thousand) shares that will be sold at a price not less than EUR 12 (twelve euros) per share.

For Against

8. The registration of the new dematerialized shares, that will be issued based on the authorization granted to the Management Board by the Article 3.6 of the new edition of the Article of Association to issue of up to 375,000 (three hundred seventy-five thousand) shares in Nasdaq CSD SE (central securities depository) and listing and trading of those shares on the Baltic Regulated Market (on the Baltic main List).

Proposal

To approve the registration of the new dematerialized shares, that will be issued based on the authorization granted to the Management Board by the Article 3.6 of the new edition of the Article of Association to issue of up to 375,000 shares (three hundred seventy-five thousand shares), in Nasdaq CSD SE (central securities depository) and listing and trading of those shares on the Baltic Regulated Market (on the Baltic main List).

For Against

9. To authorize the Management Board with regards to capital increase, that will be provided based on the authorization granted to the Management Board by Article 3.6. of the new edition of the Article of Association:

Proposal No. 1

To designate the Management Board of the Company with regards to capital increase, that will be performed based on authorization granted to the Board by Article 3.6. of the new edition of the Article of Association, to prepare, approve and submit all the documents, including rules of share capital increase, to the Register of Enterprises of the Republic of Latvia and to perform other actions required for execution of the decision necessary for the share capital increase.

For Against

Proposal No. 2

To authorize the Management Board of the Company on its own discretion to take a decision on the type of share offer – to make a public offer of shares or a closed (private) offer of shares with respect to shares that will be issued by the Management Board during the share capital increase based on the authorization granted to the Management Board by the Article 3.6. of the new edition of the Articles of Association, as well as to sign all documents and perform all actions necessary for the public and/or closed (private) issue of the shares, including signing the prospectus of the public offer of the shares, making and approving corrections and changes to the prospectus of the public offer of shares if necessary as well as amendments, perform all necessary actions for registration (approval) of the prospectus of the public offer of shares with the Bank of Latvia, perform all necessary actions for the closed (private) offer of shares and sign the documents necessary for the closed (private) offer of shares.

For Against

Proposal No. 3

To authorize the Management Board of the Company to perform all necessary actions for the registration of the Company's shares in the Nasdaq CSD SE securities settlement system and for listing of those shares on the Baltic Regulated Market (on the Baltic Main List).

For Against

Amendments to the Company's existing personnel option programs:

10. To amend the terms of issue of the Company's personnel options approved by the Company's shareholders' meeting on March 24, 2022 (Personnel Option Program 2022).

Proposal

To approve the new version of the terms of issue of the Company's personnel options from March 24, 2022 (Personnel option program 2022).

For Against

11. To amend the terms of issue of the Company's personnel options approved by the Company's shareholders' meeting on March 24, 2022 (Personnel Option Program 2021).

Proposal

To approve the new version of the terms of issue of the Company's personnel options from March 24, 2022 (Personnel option program 2021).

For 
Against 

V. Additional data

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

SHAREHOLDER / PROXY:

_________________________ Signature, decipher of signature

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