Corporate governance report 2024

Management report On compliance with corporate governance principles

Investment management joint-stock company hereinafter - INDEXO or Company) Corporate governance report for the year 2024 (hereinafter the Report) is prepared on the basis of the requirements of the section 56.² of the Financial Instruments Market Act and «Code of Corporate Governance» issued by the Corporate Governance Advisory Board of the Ministry of Justice of the Republic of Latvia in 2020. Principles and criteria incorporated in the Code have been developed taking into consideration suggestions by the European Union and the Organization for Economic Cooperation and Development (OECD) on corporate governance of limited companies. Within the meaning of this report INDEXO Group means Company and its subsidiaries

Evaluating compliance with the principles of the Code in the year 2024, the Company's Management Board concludes that the Company fully complies with 13 and partially complies with 4 of the principles incorporated in the «Code of Corporate Governance».

The Report is published simultaneously with INDEXO audited consolidated Financial Statements for the year 2024, as a part of the annual report, and is available on the INDEXO webpage, webpage and The Central Storage of Regulated Information. The Report is prepared in English and Latvian languages.

The Report has been approved in a Management Board meeting on 25 February 2025.

The Report has been signed on behalf of the Company's Management Board by:

Henrik Karmo, Chairman of the Management Board , member of the Management Board Marija , member of the Management Board

THIS DOCUMENT IS ELECTRONICALLY SIGNED WITH SAFE ELECTRONICAL SIGNATURE AND CONTAINS TIME STAMP

INDEXO governance structure

The C determined by the principles set forth in the INDEXO Group Governance Policy, applicable regulatory requirements as well as by the Regulation on IPAS INDEXO organizational structure and is reviewed regularly, assessing operations and external conditions Management Board is responsible for the establishment, implementation and adherence to the organizational structure.

Members of the INDEXO Supervisory Board and their position:

Chairman of the Supervisory Board
Svens Dinsdorfs, Deputy Chairman of the Supervisory Board
member of the Supervisory Board
member of the Supervisory Board
Ivita Asare, member of the Supervisory Board (till 08.07.2024)

Members of the INDEXO Management Board and their position:

Henrik Karmo, Chairman of the Management Board (from 03.06.2024 Chairman of the Management Board, before 03.06.2024 member of the Management Board)
, member of the Management Board (from 03.06.2024)
, member of the Management Board (from 03.06.2024)
Valdis Siksnis, Chairman of the Management Board (till 03.06.2024)
Ieva Bauma, member of the Management Board (till 03.06.2024)

Further sections of this Report provide a detailed explanation on compliance with the Code of Corporate Governance principles and criteria, using such legend:

Fully compliant with the criterion

Partially compliant with the criterion

Not compliant with the criterion

Criterion not applicable

Company strategy

Principle #1

The company has an up-toprogress towards long-term value creation.

Compliance	Criteria	Facts
	The company has an up-to date strategy, the draft of which is developed by the management board.	INDEXO Management Board developed and INDEXO Supervisory Board on July 21, 2023 approved INDEXO Strategy for years 2023-2027.
	The supervisory board is involved in the strategy development process and approves the strategy at the supervisory board meeting.	-term INDEXO Management Board, it was improved in collaboration with the Supervisory Board, who also approved the final version of the strategy.
	The supervisory board monitors the implementation of the strategy.	The Supervisory Board monitors the implementation of the strategy through Management Board reports on strategy implementation and the financial and non-financial performance of the Company
	The company management board implements the strategy and reports to the supervisory board on its implementation on a regular basis.	INDEXO Management Board implements the strategy and on the yearly basis reports to the Supervisory Board on the strategy implementation results, as well as on the quarterly basis reports on the non-financial performance.

Internal culture and ethical behavior

Principle #2

The company develops an internal culture and ethics code which serves as a standard of conduct for the

Compliance	Criteria	Facts
	The Supervisory Board values.	In collaboration with the Management Supervisory Board has defined INDEXO core values: • We are proactive and action-oriented in order to improve our surroundings; • We are direct and sincere in order to build trust and long-term relationships; • We are passionate and loyal in order to cultivate the local community; • We are tolerant and fair in order to give equal opportunity.
	The management board prepares and the supervisory board approves the code of internal culture and ethics.	developed and Supervisory Board has approved a group-level Code of ethics. INDEXO Group Code of ethics is
	The management board ensures compliance with the and ethics code on a daily basis and reacts if there is a breach of the code.	To ensure circulation of information on ethics violations in daily operations, INDEXO employees have the opportunity to submit an anonymous report, which is reviewed in accordance with the procedure set forth in the INDEXO Group Whistleblowing Policy.

Internal control system, risk management and internal audit

Principle #3

The company has an internal control system, the effectiveness of which is monitored by the Supervisory Board.

Compliance	Criteria	Facts
	The company has a documented internal control system, the establishment of which is the responsibility of the management board.	The Company has developed an internal regulatory framework (policies, procedures), which serves as a basis for ensuring achievement of the monitoring its operations, as well as for ensuring the safest, most organized and possible.
	The internal audit evaluates the effectiveness of the internal control system at least once a year, taking into account pre-defined criteria and reporting the results of the evaluation to the supervisory board.	The internal audit provides support for increasing the effectiveness of internal control system by performing audits in accordance with a previously agreed plan, once in a year performs assessment of effectiveness of internal controls and reports evaluation to the Supervisory Board.
	The supervisory board, at least once a year, evaluates the provided evaluation of the effectiveness of the internal control system.	Internal Audit provides a summary once Audit Committee and Supervisory Board on evaluation of internal controls. The Supervisory Board assesses evaluation provided by the Internal Audit.

Principle #4

The company identifies, assesses and monitors the risks associated with its operations.

Compliance	Criteria	Facts
	The management board develops and the supervisory board approves the risk management policy.	Risk management is integrated within processes and is performed based on policies and procedures of the INDEXO Group and the Company.
	Based on the identified risk assessment, the management board implements risk management measures.	In the Company, risks are identified on regular basis, performing operational activities, as well as in the annual risk self-assessment process, and, based on the risk appetite, risk management measures are determined, implementation of which is ensured Board.
	At least once a year, the supervisory board reviews the on risk management measures and the implementation of the risk management policy.	on quarterly basis prepares a report for the Supervisory Board on changes in risk assessments, as well as on the risk management measures implemented.

operations independently and objectively.

Compliance	Criteria	Facts
	The company has an internal auditor who is functionally independent of the management board and reports to the supervisory board.	The Company has a dedicated internal audit function that is independent of with the internal auditor reporting directly to the Audit committee and to the Supervisory Board.
	The supervisory board approves the internal auditor.	The C Supervisory Board approves the internal auditor.
	The internal auditor develops a risk-based internal audit plan, which is approved by the supervisory board.	Internal auditor develops a risk-based internal audit plan that is reviewed by the Audit committee and approved by the Supervisory Board.
	The internal auditor informs the management board and supervisory board on the implementation of the internal audit plan, audit results and recommended actions to address deficiencies, if any.	After each completed audit project, the Internal Auditor informs the about the audit results and recommended committee and Supervisory Board are informed on the audit results, recommended actions and implemented improvements in a summarized form on a quarterly basis

External auditor

Principle #6

The company has an independent external auditor.

Compliance	Criteria	Facts
	The supervisory board and the Audit Committee (if established) determine the selection criteria for the external auditor.	Supervisory Board and the Audit committee select an external auditor, taking into account competence, reputation and capacity. At the beginning of cooperation, offers (price of the service and other parameters) from at least two companies are evaluated. The external auditor is approved for one year.
	The company has an independent external auditor with appropriate qualifications.	The external auditor of INDEXO annual report for the year 2024 is , Marijas iela 2a, -1050 Latvija, license No. 5. , Sworn auditor certificate No. 168.

The term of office of one external auditor does not exceed 5 years. exceed 5 years.

The term of office of one external auditor is complied with and does not

Election of supervisory board members

Principle #7

The company ensures transparent procedures for the election and removal of supervisory board members.

Compliance	Criteria	Facts
	The company has approved the procedure for selection and removal of supervisory board members.	The procedures for nomination, suitability assessment, confirmation in Supervisory Board members are determined by Republic of Latvia Commercial Law, as well as by Bank of Latvia and EU regulations that are applicable to the Company as a financial institution, which is licensed and supervised by the Bank of Latvia. The Supervisory Board acts as a nomination committee for the nomination of new Supervisory Board members.
	The company provides timely and sufficient information to the supervisory board members who are nominated for election or re-election.	Shareholders receive timely and sufficient information on all the candidates who are nominated for a position in the Supervisory Board.
	The size of the supervisory board corresponds to the operations.	It has been determined in the Articles of Association that Supervisory Board consists of five Supervisory Board members, which is an optimal number, considering the current development stage of the Company. On 08.07.2024 Supervisory Board member Ivita Asare joined AS INDEXO Banka as a management board member and one position in the Supervisory Board has become vacant. Therefore we indicate this criteria as partially fulfilled. The Company plans to appoint a new Supervisory Board member on annual shareholders meeting which will be called to approve annual report of 2024.
	A supervisory board member is elected for a term not exceeding 5 years.	Supervisory Board is elected for a term of 5 years.

Principle #8

Supervisory board members combined have relevant experience and competence.

Compliance Criteria Facts

The supervisory board as a whole has a set of skills, experience and knowledge, including on the sector concerned, to be able to perform their duties fully.	The supervisory board members as a whole have the necessary competencies and experience, as well as knowledge of the financial sector and a flawless reputation. Information on the education and experience of INDEXO Supervisory Board members is available on INDEXO webpage.
The principles of diversity are observed when forming the supervisory board.	During Supervisory Board selection process the Company has adhered to the principle of diversity by electing individuals with various, mutually complementary competencies, perspectives, education, work experience, and ensuring that both genders are represented on the Supervisory Board.
Both sexes are represented in the supervisory board.	Both sexes are represented in the Supervisory Board.
The management board develops an induction training program and provides new supervisory board members with induction training	Members of the Supervisory Board are always introduced to history, current situation and strategic goals.

Compliance	Criteria	Facts
	The company evaluates and the shareholders determine the proportion of independent supervisory board members.	At the time of preparing this Report, the shareholders of the Company has not determined the proportion of independent Supervisory Board members. In accordance with the INDEXO Group Supervisory Board Regulation, while nominating new Supervisory Board member, the Company adheres to the principle that at least one Supervisory Board member should be independent within the meaning of the Corporate Governance Code.
	At least half of the supervisory board members are independent.	According to the definition mentioned in the Corporate Governance Code, the Management Board, according to the available information and knowledge about the Supervisory Board members has concluded that all Supervisory Board members are independent. However, we indicate this criterion as partially fulfilled, as the Company has not obtained declarations of independence from the Supervisory Board members

	confirming the Companies conclusions.
Independent candidates for supervisory board membership make a declaration that they meet the independence criteria.	This criterion is currently not complied with. Such practice will be introduced in the next Supervisory Board elections.
Prior to the election of the supervisory board, the company evaluates the independence of supervisory board members in accordance with the available information.	Considering that up until now there has not been a limit on independent Supervisory Board members, such practice was not needed. This practice will be established after determining the limit on independent Supervisory Board members.

Principles of determining the remuneration for the supervisory board and the management board

Principle #10

The company has introduced a remuneration policy.

Compliance	Criteria	Facts
	The company has introduced a remuneration policy, which has been developed by the management board, reviewed by the supervisory board and approved by the meeting.	The Supervisory Board, Management principles are determined by INDEXO Group Remuneration Policy. Its current version was approved at on March 25, 2024. The remuneration policy can be accessed on
	Once a year, the supervisory board determines the financial and non-financial goals to be achieved by the management board, their impact on the variable part of remuneration, and controls their fulfilment.	and non-financial goals to be achieved are determined in annual activity plan and the budget approved by the Supervisory Board.
	No variable part of remuneration is determined for supervisory board members, and no compensation is paid in case of removal or resignation from office.	No variable part of remuneration is determined for Supervisory Board members and no compensation is paid in case of removal or resignation from office.
	Once a year, the management board prepares a report on the remuneration granted to each current and former management board and supervisory board member.	Once a year, the Company prepares and publishes a report on Supervisory Board and Management Board remuneration in accordance 59.4 of with the provisions of Article Financial Instrument Market Law

-making

Compliance	Criteria	Facts
	The supervisory board organizes its work in accordance with regulations of the supervisory board and the work calendar.	The Supervisory Board organizes its work in accordance with INDEXO Group Supervisory Board Regulation, in the beginning of a new calendar year, the Supervisory Boards planned dates for the Supervisory Board additional Supervisory Boad meeting can be held if necessary.
	The supervisory board holds at least one separate supervisory board meeting per year to discuss the implementation.	Due to receiving a credit institution INDEXO Bank in 2024, the Supervisory Board held several meetings where the agenda included discussions related to the INDEXO overall strategy and development.
	provides the financing necessary to ensure the operation of the supervisory board.	INDEXO budget provides the financing necessary to ensure the remuneration and operation of the Supervisory Board.
	Once a year the supervisory board conducts a self assessment of the work of the supervisory board and reviews its results at the supervisory board meeting.	Starting from year 2023, the Supervisory Board is performing annual self assessment.
	The supervisory board has evaluated the need to set up committees (if a committee has been set up, see principle # 12.1).	See principle # 12.1 for information on the Audit committee, which has been Supervisory Board. There are no other Board Committees.

The supervisory board takes informed and well-balanced decisions.

Compliance	Criteria	Facts
	The supervisory board has access to information prepared by the management board necessary for decision making in a timely manner and in sufficient amount.	ensures that materials on the content included in the Supervisory Board meeting are distributed to members of INDEXO Supervisory Board in a timely manner.
	The supervisory board determines the procedure for the circulation of information, including the right of the supervisory board to request from the management board information, which the supervisory board needs to make decisions.	The rights of the Supervisory Board members to request the necessary information are determined by INDEXO Group Supervisory Board Regulation, INDEXO Group Governance Policy and Regulation on IPAS INDEXO organizational structure.
	A supervisory board member analyses information and prepares proposals for decisions to be adopted by the supervisory board.	Proposals and opinions of the members Supervisory Board are reviewed in a discussion in the Supervisory Board meeting.
	When making decisions, the supervisory board assesses the risks, short-term and long value, sustainability and responsible development.	Supervisory Board meetings, decisions are made taking into consideration risks and impacts reputation and sustainability).

Principle #12.1.

A committee prepares proposals for supervisory board decision making.

Compliance	Criteria	Facts
	The supervisory board determines the tasks of the committee and the procedure for organizing its activities.	The tasks and work organization committee are determined by shareholder meeting.
	The supervisory board establishes a committee of at least 3 supervisory board members with appropriate experience and expertise in the field of work of the committee (remuneration, nomination, audit or other field).	Audit committee determines that the committee consists of three members, of which no more than two can also be members of the Supervisory Board. In the near future, it is not planned to change the current procedure.
	The committee analyses the information and makes proposals for decisions by the supervisory board, as well as informs the supervisory board of the work of the committee.	was established on 24 March 2022. The committee analyzes the information and prepares proposals for decisions by the Supervisory Board, as well as formally informs the Supervisory Board of the work of the committee on yearly basis.

Prevention of the conflict of interests

Principle #13

Management board and supervisory board members are clearly aware of the manifestations of conflicts of interest and are informed of the action to be taken in the event of a conflict of interest.

Compliance	Criteria	Facts
	The supervisory board defines the indications of a conflict of interest and determines the procedures for the prevention and management of conflicts of interest.	Conflicts of interest in the Company are managed by applying the policy on Prevention of the conflicts of interest, which has been approved by the Supervisory Board.
	Supervisory board or management board members do not participate in decision making on matters in which the conflict with the interests of the supervisory board, management board members or persons related to them.	conflicts of interest policy specifies that members of the Supervisory Board or the Management Board do not participate in decision-making on matters interests conflict with the interests of the Supervisory Board, Management Board members or persons related to them.
	Persons subject to the obligation to prevent a conflict of interest regularly participate in training on dealing with conflicts of interest	The Company provides training to new employees, members of the Management Board and the Supervisory Board, as well as yearly training to all the employees, Management Board and Supervisory Board members.

The company provides shareholders with timely information on conduction of -making.

Compliance	Criteria	Facts
	The company informs shareholders in a timely manner about the agenda, course and voting procedures of the as about any related changes.	Following the statutory time limit of 21 calendar day shareholders are informed about the agenda, course and voting procedures meeting before the meeting, as well as about any related changes.
	Simultaneously with the announcement of the meeting, the company provides an opportunity for the shareholders to get acquainted with the draft decisions, which are initially planned to be voted on at the meeting. The company immediately informs the shareholders of any additional draft decisions submitted.	At least 21 calendar days ahead, the s receive draft decisions and the supporting documentation before the shareholder meeting. Information about additional agenda topics are sent not later than 14 calendar days before the meeting.
	The company provides shareholders with an opportunity to submit questions on the matters included in the agenda and draft decisions meeting.	Before the shareholder meeting, the s have an opportunity to submit questions.
	The draft decisions and the documents attached to them provide detailed, clear and complete information on the matter under consideration.	The shareholders receive complete information package that enables them to make quality decisions.

Principle #15

The company promotes effective involvement of shareholders in decision-making and the largest possible participation of shareholders in shareholder meetings.

Compliance	Criteria	Facts
	convened and held at a place and time easily accessible to the shareholders.	In 2024, shareholder meetings were held in a hybrid mode, enabling the shareholders to choose between voting in-person or voting remotely before the meeting. The time of the shareholder meeting is announced in a timely manner.
	The company provides shareholders with the opportunity to participate in remotely.	The shareholders had the opportunity to join the shareholder meeting remotely. The Company does not ensure remote voting during meeting, the shareholders joining the meeting remotely should submit votes before the meeting.

The company determines the appropriate duration of the provides the shareholders with the opportunity to express their opinions during the meeting and obtain the necessary information for decision-making.	The duration of the meeting is planned taking into consideration the contents and the number of the questions in agenda. In addition, shareholders are encouraged to express their opinions and ask questions.
The company announces a the matters included on the agenda of the meeting cannot be considered at the expected time.	In 2024, there were no instances in which all the agenda items could not be considered due to a lack of time.
The company invites management board and supervisory board members, candidates for supervisory board members, auditors and internal auditors, as well as other persons to participate in accordance with the matters to be considered at the meeting.	Based on the shareholder meeting agenda, the auditor, members of the Management Board and of the Supervisory Board participated in the shareholder meetings that took place in the year 2024.
makes decisions in accordance with the previously announced draft decisions.	In all of the shareholder meetings that were convened during 2024 the decisions were made in accordance with the previously announced draft decisions.

The company develops and discusses the dividend policy with shareholders.

Compliance	Criteria	Facts
	The company has developed and published an up-to-date dividend policy.	The dividend policy of INDEXO has been developed and approved. It was approved in a shareholder meeting on 24 April 2022. The dividend policy is webpage.
	The dividend policy has been discussed with the shareholders during the	Before its approval the Dividend policy of INDEXO was discussed with the meeting.

Transparency of company operations

Principle #17

The company informs shareholders and other stakeholders on a regular basis and in a timely manner of business operations, financial results, management and other relevant issues of the company.

Compliance	Criteria	Facts
	The company discloses complete, accurate, objective, up-to-date and true information in a timely manner.	INDEXO discloses extensive and complete information on the and operations in accordance with the requirements for a participant of a regulated market.
	The company discloses information to all shareholders at the same time and to the same extent.	In accordance with the requirements for a participant of a regulated market, INDEXO discloses information to all shareholders at the same time and to the same extent on the , the Bank of Latvia Central Storage of Regulated Information and INDEXO webpage.
	The company discloses information about the strategy or lines of business on the website and publishes financial statements as well as other information in accordance with Annex No. 1.	See Annex N
	The company provides information both in Latvian and at least one other language that is understandable to most of shareholders and other stakeholders.	Financial reporting related information is published in Latvian and English languages documentation published is available in Latvian and English. To ensure investor feedback, contact details have been published on the section, where investors and other interested parties can inquire if they have questions.

Annex No. 1:

Company
Category/ criteria	Complied with	Not applicable	Not complied with	Explanation
Information about the company	X
	X
Articles of association of the company	X
Information on the corporate governance structure of the company	X
Company Code of Internal Culture and Ethics	X
Key company policies	X			Remuneration policy, Market abuse policy, Personal data processing policy, Cookies policy, Dividend policy, INDEXO Group Code of Ethics, Articles of Association
Shareholders and beneficial owners
Information on the	X			The information is provided in the financial reports
Information on the beneficial owners of the company		X
-up and voting shares, bonds or other financial instruments	X			The information is available in the Articles of Association
Supervisory Board and Management Board
Regulations of the Management Board and the Supervisory Board or another similar document	X			Articles of Association
Information on each Supervisory Board and Management Board member	X
Information on independent Supervisory Board members			X

Category/ criteria	Complied with	Not complied with	Explanation
Remuneration policy of the Management Board and Supervisory Board, and remuneration report	X
Information on the selection (nomination) process of the Management Board and the Supervisory Board		X
Information on Supervisory Board committees and the Audit committee	X
Financial and non-financial reports and information
Financial statements and reports of the company for at least the last 3 financial years	X
Non-financial reports of the company	X
Corporate governance reports	X
The planned communication events	X
Information for shareholders and investors
	X
	X
	X
Information on transactions of related parties	X		Published in the Annual report for the year 2024
Announcements published by the company and relevant information for investors	X
Contacts of the Investor Relations Officer	X

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INDEXO Governance Information 2025