INDEXO — AGM Information 2025

Mar 7, 2025

Draft resolutions of the Ordinary General Meeting of Shareholders of IPAS "Indexo" of 28th of March 2025

On 7th of March 2025, the Management Board of IPAS "Indexo", registration number: 40203042988, registered office at 1 Roberta Hirša Street, Riga, LV-1045, Latvia (hereinafter - the Company) announces the convening of the Ordinary General Meeting of Shareholders of the Company.

In view of the above, the Management Board of the Company has determined and shall submit for approval to the Ordinary General Meeting of Shareholders to be held on 28th of March 2025 the following draft resolutions, considering the announced agenda items.

I. I. Operational matters of the Company:

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

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

2. Approval of the Consolidated and Company's Annual Report for the year 2024 and related documents of the Company.

1) To approve the Consolidated and Company's Annual Report for the year 2024;

2) To approve the Corporate Governance Report for the year 2024;

3) To approve the Remuneration Report of the Company's Management Board and the Supervisory Board for the year 2024.

3. Election of an auditor for the year 2025.

To elect ERNST & YOUNG BALTIC, limited liability company, registration number: 40003593454, legal address: Riga, Muitas street 1A, LV-1010, as the Company's auditor for the audit of the Company's annual accounts for 2025 in accordance with the submitted proposal.

4. Determination of the auditor's remuneration.

To determine the total remuneration of the Company's auditor for the audit of the 2025 Annual Accounts up to and not exceeding EUR 50 000 (fifty thousand euros), before the application of VAT, and to instruct the Company's Management Board to decide on the total remuneration of the Company's auditor for the audit of the 2025 Annual Accounts within the agreed remuneration limit, as well as to conclude a contract with the Company's elected auditor for the audit of the 2025 Annual Accounts.

5. Approval of the remuneration policy of the Management Board and the Supervisory Board.

To approve the Remuneration Policy of the Management Board and Supervisory Board of IPAS INDEXO, replacing the Remuneration Policy of the INDEXO Group approved by the Shareholders' Meeting of IPAS Indexo on 24th March 2024.

II. 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.
• 1) To approve amendments to the Articles of Association of the Company.
• 2) To approve the new edition of the Articles of Association of the Company.
• 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. 

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

To cancel the pre-emptive rights of the Company's shareholders in respect of the Company's newly issued shares to be issued on the basis of the authorization granted to the Management Board in paragraph 3.6 of the new version of the Articles of Association, that is, within five years from the approval of the amendments to the Articles of Association, to approve the issue of new shares of the Company in an amount of up to 572 000 (five hundred and seventy two thousand) shares, in accordance with the provisions of Article 249(4) of the Commercial Law, to be disposed of at a price ranging from EUR 5 (five euros) to EUR 20 (twenty euros) per share.

8. Entry of the Company's new dematerialized shares to be issued based on the authorization granted to the Management Board in Article 3.6 of the new version of the Articles of Association into the Nasdaq CSD SE (Central Securities Depository), admission and commencement of trading on the Baltic regulated market (Baltic Official List) of the joint stock company Nasdaq Riga.

To approve the registration of the Company's new dematerialized shares to be issued based on the authorization granted to the Management Board in Article 3.6 of the new version of the Articles of Association with Nasdaq CSD SE (Central Securities Depository), their admission and commencement of trading on the Baltic regulated market (Baltic Official List) of Nasdaq Riga Joint Stock Company.

• 9. Authorization of the Company's Management Board and Supervisory Board in connection with the capital increase, which will be carried out based on the authorization granted to the Management Board in Article 3.6 of the new version of the Articles of Association:
• 1) To authorize the Management Board of the Company, at its discretion, to decide on the form of the offer of shares - public offer of shares or private offer of shares in respect of the shares to be issued by way of a capital increase by the Management Board, on the basis of the authorization granted to the Management Board in Article 3.6 of the new version of the Articles of Association, as well as to authorize the Management Board of the Company and the Supervisory Board of the Company to prepare, approve and/or sign (in accordance with the procedure established by the Commercial Law) all documents and perform all actions necessary for the public and/or private offer of shares, including signing the prospectus for the public offer of shares, make and approve, as necessary, corrections, changes and additions to the prospectus for the public offer of shares, take all necessary actions for registration (approval) of the prospectus for the public offer of shares with the Bank of Latvia, take all necessary actions for the private placement of shares and sign the necessary documents for the private placement of shares.
• 2) To instruct the Company's Management Board and the Supervisory Board, in connection with the capital increase to be carried out on the basis of the authorization granted to the Management Board in Article 3.6 of the new version of the Articles of Association, to prepare, approve and submit all necessary documents, including the terms of the capital increase, for registration of the increase of the Company's share capital with the Register of Enterprises of the Republic of Latvia, including to instruct the Supervisory Board of the Company to amend the Company's Articles of Association and the Management Board of the Company to prepare and sign the full text of the Articles of Association in the new wording, as well as to take other necessary actions to implement the adopted capital increase decision. .
• 3) To authorize the Management Board of the Company to take all necessary actions for the Company's shares to be registered in the securities settlement system of Nasdaq CSD SE and admitted to the Baltic Regulated Market (Baltic Official List) of the joint stock company Nasdaq Riga.

10. Election of the Supervisory Board.

1) To remove all existing members of the Supervisory Board of the Company:

• 1. Valdis Vancovičs;
• 1. Renāts Lokomets;
• 1. Svens Dinsdorfs;
• 1. Ramona Miglāne.

2) To approve the nomination of the following candidates for the positions of members of the Supervisory Board:

• 1. 1.Valdis Vancovičs;
• 1. Renāts Lokomets;
• 1. Svens Dinsdorfs;
• 1. Ramona Miglāne;
• 1. Mārtiņš Jaunarājs.

3) To elect the following persons as members of the Supervisory Board of the Company for a term of five years, commencing on 28th of March 2025:

• 1. Valdis Vancovičs;
• 1. Renāts Lokomets;
• 1. Svens Dinsdorfs;
• 1. Ramona Miglāne;
• 1. Mārtiņš Jaunarājs.

11. Determining the remuneration of the members of the Supervisory Board.

To determine the remuneration for the performance of the duties of a member of the Supervisory Board of the Company for each member of the Supervisory Board in the amount of EUR 500 (five hundred euros) for each meeting of the Supervisory Board at which the person has participated.

12. Re-election of the Audit Committee and determination of the remuneration of Audit Committee members.

• 1) To remove all members of the Audit Committee of the Company:
  • 1. Svens Dinsdorfs;
  • 1. Renāts Lokomets;
  • 1. Ieva Jāgere.
• 2) To endorse the nomination of the following candidates for the positions of members of the Audit Committee of the Company:
  • 1. Svens Dinsdorfs;
  • 1. Renāts Lokomets;
  • 1. Ieva Jāgere.
• 3) To appoint the following persons as members of the Company's Audit Committee for a term of three years commencing on 28th of March 2025:
  • 1. Svens Dinsdorfs;
  • 1. Renāts Lokomets;
  • 1. Ieva Jāgere.

4) To fix the remuneration of all the mentioned members of the Audit Committee of the Company, for the performance of their duties, as follows: Svens Dinsdorfs and Renāts Lokomets, EUR 100 (one hundred euros), for each meeting attended. To independent Audit Committee member Ieva Jāgere EUR 300 (three hundred euros) for each meeting attended.

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