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INDEXO — Proxy Solicitation & Information Statement 2025
Aug 21, 2025
2240_rns_2025-08-21_0fa807c8-d190-4cf9-a7ec-3989470b4bd3.pdf
Proxy Solicitation & Information Statement
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| VOTING FORM | |||
|---|---|---|---|
| 1. Issuer's data | |||
| 1. Issuer's name | IPAS "INDEXO" | ||
| 2. Issuer's registration number | 40203042988 | ||
| 3. Meeting date and time | 11.09.2025. at 10:00 (EET) | ||
| 4. Type of the meeting | Extraordinary Shareholders Meeting | ||
| 5. ISIN code | LV0000101863 |
2. 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 shareholder1 |
as the shareholder of IPAS "INDEXO" (registration number: 40203042988, legal address: Riga, Roberta Hirša street 1, LV-1045) at the Extraordinary Shareholders' Meeting on 11 th of September 2025 with all votes arising from my shares vote as follows:
3. 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: Riga, Roberta Hirša street 1, LV-1045) to vote with my votes at its discretion as an honest and diligent manager.
4. Agenda items
ISSUES RELATED TO SHARE CAPITAL INCREASE:
AS "DELFINGROUP" TRANSACTION:
I. Share capital increase in connection with the voluntary share buyback offer for the acquisition of AS "DelfinGroup" shares, with the purpose of executing a share exchange transaction.
1. Increase of the Company's share capital in connection with the voluntary share buy-back offer for the acquisition of shares in AS "DelfinGroup", with the purpose of executing a share exchange transaction. Proposal No. 1
1 If the indicated number of shares differs from the number recorded in the shareholder register of IPAS 'Indexo', it shall be assumed that the shareholder voted with all shares owned as of the record date of the shareholders' meeting
To increase the share capital of IPAS "Indexo" by EUR 6 223 097 (six million two hundred twenty-three thousand ninetyseven euros), by making a contribution in kind – shares of AS "DelfinGroup" (registration No. 40103252854) (ISIN: LV0000101806), in accordance with the share exchange ratio specified in the rules for the Company's share capital increase, by issuing up to 6 223 097 (six million two hundred twenty-three thousand ninety-seven) shares of the Company.
For Against
Proposal No. 2
To determine that the issue price of one Company share shall be calculated in accordance with the following formula:
The weighted average price of one AS "DelfinGroup" share on the regulated market during the six-month period preceding the valuation date of the non-cash contribution × the share exchange ratio specified in the terms of the share capital increase.
For Against
2. Waiver of the Shareholders' Pre-Emptive Rights
Proposal
To cancel the pre-emptive rights of the Company's shareholders to subscribe for the Company's new issue shares.
For Against
3. Approval of the Terms for the Increase of the Company's Share Capital
Proposal No.1
To approve the Company's share capital increase rules.
For Against
Proposal No.2
To authorise the Company's Managment Board to determine the issue price of the Company's shares based on the current valuation report of the non-cash contribution – the weighted average market price of AS "DelfinGroup" shares on the regulated market over the six-month period preceding the valuation date of the non-cash contribution – and the calculation formula provided in the terms of the share capital increase.
For Against
Proposal No.3
To instruct the Company's Management Board to submit all necessary documents for the registration of the terms of the share capital increase with the Register of Enterprises of the Republic of Latvia and to perform all other actions necessary for the implementation of the adopted resolution.
For
Against
4. Approval of Amendments to the Articles of Association and the New Version of the Articles of Association.
Proposal No. 1
To approve the amendments to the Company's Articles of Association. For
Against
Proposal No. 2
To approve the new wording of the Company's Articles of Association.
For Against
Proposal No. 3
To designate the Management Board of the Company as responsible for submitting all necessary documents required for the registration of the amendments and the new version of the Company's Articles of Association with the Register of Enterprises of the Republic of Latvia, as well as for carrying out all other actions necessary for the implementation of the adopted resolutions.
For Against
Proposal No. 4
To grant the Supervisory Board of the Company the right to specify, approve, and sign the information indicated in the amendments to the Articles of Association and in the new version of the Articles of Association regarding the Company's share capital, adjusting it to the actual situation based on the amount of share capital that will be in effect at the time of the share capital increase. Likewise, to grant the Supervisory Board the authorization to make appropriate formal corrections to the Articles of Association based on the amount of share capital that will be approved at the time of the share capital increase.
For
Against
5. Registration of the Company's newly issued dematerialised shares with Nasdaq CSD SE (Central Securities Depository), their admission and commencement of trading on the "Nasdaq Riga" regulated market (Baltic Official List).
Proposal
To approve the registration of the Company's newly issued dematerialised shares with Nasdaq CSD SE (Central Securities Depository), their admission and commencement of trading on the "Nasdaq Riga" regulated market (Baltic Official List).
For
Against
6. Authorisation of the Company's Management Board Regarding Organisational Matters Related to the Company's Share Issue in Connection with the Voluntary Share Buy-Back Offer for the Acquisition of Shares in AS "DelfinGroup", with the aim of carrying out a share exchange transaction.
Proposal
To authorize the Management Board of the Company to carry out all necessary actions, including signing agreements and other documents required for the public offering of the Company's new share issue, for their registration in the Nasdaq CSD SE securities settlement system, and for their inclusion in the Baltic Regulated Market (Baltic Official List) of the joint-stock company "Nasdaq Riga," as well as to submit them to Nasdaq CSD SE, AS "Nasdaq Riga," the Bank of Latvia, and other relevant institutions and/or their structural units, representing the Company within the framework of these procedures.
For
Against
II. Share capital increase in connection with the mandatory share buyback offer for the acquisition of AS "DelfinGroup" shares, with the purpose of executing a share exchange transaction.
7. Increase of the Company's share capital in connection with the mandatory share buyback offer for the acquisition of AS "DelfinGroup" shares, for the purpose of carrying out a share swap transaction.
Proposal No. 1
To increase the share capital of IPAS "Indexo" by EUR 3 111 548 (three million one hundred eleven thousand five hundred forty-eight euros), by making a contribution in kind – shares of AS "DelfinGroup" (registration No. 40103252854) (ISIN: LV0000101806), in accordance with the share exchange ratio specified in the rules for the Company's share capital increase, by issuing up to 3 111 548 (three million one hundred eleven thousand five hundred forty-eight) shares of the Company.
For Against
Proposal No. 2
To determine that the issue price of one Company share shall be calculated according to the following formula:
the weighted average price of one AS "DelfinGroup" share on the regulated market during the six-month period prior to the date of valuation of the contribution in kind × the share exchange ratio specified in the terms of the Company's share capital increase.
For Against
8. Waiver of the Shareholders' Pre-Emptive Rights.
Proposal
To cancel the pre-emptive rights of the Company's shareholders to subscribe for the Company's new issue shares.
For Against
9. Approval of the Terms for the Increase of the Company's Share Capital
Proposal No.1
To approve the terms for the increase of the Company's share capital. For
Against
Proposal No.2
To authorise the Company's Managment Board to determine the issue price of the Company's shares based on the current valuation report of the non-cash contribution – the weighted average market price of AS "DelfinGroup" shares on the regulated market over the six-month period preceding the valuation date of the non-cash contribution – and the calculation formula provided in the terms of the share capital increase.
For Against
Proposal No.3
To instruct the Company's Management Board to submit all necessary documents for the registration of the terms of the share capital increase with the Register of Enterprises of the Republic of Latvia and to perform all other actions necessary for the implementation of the adopted resolution.
For
Against
10. Approval of Amendments to the Articles of Association and the New Version of the Articles of Association.
Proposal No. 1
To approve the amendments to the Company's Articles of Association. For
Against
Proposal No. 2
To approve the new wording of the Company's Articles of Association.
For Against
Proposal No. 3
To designate the Management Board of the Company as responsible for submitting all necessary documents required for the registration of the amendments and the new version of the Company's Articles of Association with the Register of Enterprises of the Republic of Latvia, as well as for carrying out all other actions necessary for the implementation of the adopted resolutions.
For
Against
Proposal No. 4
To grant the Supervisory Board of the Company the right to specify, approve, and sign the information indicated in the amendments to the Articles of Association and in the new version of the Articles of Association regarding the Company's share capital, adjusting it to the actual situation based on the amount of share capital that will be in effect at the time of the share capital increase. Likewise, to grant the Supervisory Board the authorization to make appropriate formal corrections to the Articles of Association based on the amount of share capital that will be approved at the time of the share capital increase.
For
Against
11. Registration of the Company's newly issued dematerialised shares with Nasdaq CSD SE (Central Securities Depository), their admission and commencement of trading on the "Nasdaq Riga" regulated market (Baltic Official List).
Proposal
To approve the registration of the Company's newly issued dematerialised shares with Nasdaq CSD SE (Central Securities Depository), their admission and commencement of trading on the "Nasdaq Riga" regulated market (Baltic Official List).
For Against
12. Authorisation of the Management Board of the Company regarding organisational matters related to the Company's share issue in connection with the mandatory share buyback offer for the acquisition of AS "DelfinGroup" shares, for the purpose of carrying out a share swap transaction.
Proposal
To authorise the Management Board of the Company to carry out all necessary actions, including signing agreements and other documents required for the public offering of the new issue of the Company's shares, their registration in the Nasdaq CSD SE securities settlement system, and their admission to trading on the Nasdaq Riga regulated market (the Baltic Official List), as well as to submit such documents to Nasdaq CSD SE, AS "Nasdaq Riga", the Bank of Latvia, and other relevant authorities and/or their divisions, representing the Company in the course of these procedures. For
Against
III. Share issue for the purpose of financing the voluntary and mandatory share buyback offer for the acquisition of AS "DelfinGroup" shares, as well as in connection with the financing of the operations of AS INDEXO Banka.
13. Share issue for the purpose of financing the voluntary and mandatory share buyback offer for the acquisition of AS "DelfinGroup" shares, as well as in connection with the financing of the operations of AS INDEXO Banka.
Proposal No. 1
To increase the share capital of IPAS "Indexo" by EUR 6,905,719 (six million nine hundred five thousand seven hundred nineteen euros), by issuing up to 6,905,719 (six million nine hundred five thousand seven hundred nineteen) new dematerialised shares, with the sale price per one newly issued share in the range of EUR 5 (five euros) to EUR 30 (thirty euros), including the nominal value of EUR 1 (one euro) per share and a share premium in the range of EUR 4 (four euros) to EUR 29 (twenty-nine euros).
For
Against
Proposal No. 2
To approve the registration of up to 6,905,719 (six million nine hundred five thousand seven hundred nineteen) newly issued dematerialised shares of the Company with Nasdaq CSD SE (Central Securities Depository), their admission and commencement of trading on the "Nasdaq Riga" regulated market (Baltic Official List). For
Against
14. Waiver of the Shareholders' Pre-Emptive Rights.
Proposal
To cancel the pre-emptive rights of the Company's shareholders to subscribe for the Company's new issue shares.
For
Against
15. Approval of the Terms for the Increase of the Company's Share Capital.
Proposal No.1
To approve the terms for the increase of the Company's share capital.
For
Against
Proposal No.2
To authorise the Management Board of the Company to determine the sale price of the new issue shares within the range of EUR 5 (ten euros) to EUR 30 (thirty euros), including the nominal value of EUR 1 (one euro) per share and a share premium within the range of EUR 4 (four euros) to EUR 29 (twenty-nine euros). 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 the share capital increase with the Register of Enterprises of the Republic of Latvia and to carry out other actions necessary for the implementation of the adopted resolution.
For Against
16. Approval of Amendments to the Articles of Association and the New Version of the Articles of Association.
Proposal No. 1
To approve the amendments to the Company's Articles of Association. For
Against
Proposal No. 2
To approve the new wording of the Company's Articles of Association.
For Against
Proposal No. 3
To designate the Management Board of the Company as responsible for submitting all necessary documents required for the registration of the amendments and the new version of the Company's Articles of Association with the Register of Enterprises of the Republic of Latvia, as well as for carrying out all other actions necessary for the implementation of the adopted resolutions.
For
Against
Proposal No. 4
To grant the Supervisory Council of the Company the right to adjust, approve and sign the information regarding the Company's share capital indicated in the amendments to the Articles of Association and in the new wording of the Articles of Association, aligning it with the actual situation, based on the amount of share capital in effect at the time of the capital increase. Furthermore, to grant the Supervisory Council the authorisation to make the corresponding formal corrections to the Articles of Association, based on the amount of share capital that will be approved at the time of the capital increase.
For
Against
17. Registration of the Company's newly issued dematerialised shares with Nasdaq CSD SE (Central Securities Depository), their admission and commencement of trading on the "Nasdaq Riga" regulated market (Baltic Official List).
Proposal
To approve the registration of the Company's newly issued dematerialised shares with Nasdaq CSD SE (Central Securities Depository), their admission and commencement of trading on the "Nasdaq Riga" regulated market (Baltic Official List).
For Against
18. Authorization of the Management Board of the Company regarding organizational matters related to the share issuance carried out for the purpose of financing the share purchase transaction within the framework of the voluntary and mandatory share buyback offer for the acquisition of shares in AS "DelfinGroup", and for financing the operations of AS INDEXO Banka.
Proposal No.1
To authorise the Management Board of the Company, at its discretion, to adopt a decision regarding the type of share offering – to conduct a public offering of shares or a private placement of shares, and to authorise the Management Board and the Supervisory Council of the Company to prepare, approve and/or sign (in accordance with the procedure set forth in the Commercial Law) all documents and to carry out all actions necessary for the execution of a public and/or private share offering, including signing the public offering prospectus, making and approving corrections, amendments and supplements to the public offering prospectus as necessary, carrying out all required actions for the registration (approval) of the public offering prospectus with the Bank of Latvia, carrying out all necessary actions for the execution of a private placement, and signing the necessary private placement documents.
For Against
Proposal No.2
To authorise the Management Board of the Company to perform all necessary actions, including signing agreements and other documents required for the registration of the Company's newly issued shares in the Nasdaq CSD SE securities settlement system and their admission to trading on the "Nasdaq Riga" regulated market (Baltic Official List), as well as to submit them to Nasdaq CSD SE, AS "Nasdaq Riga", the Bank of Latvia, and other relevant institutions and/or their structural units, representing the Company within the framework of these procedures. For
Against
IV. Share issue with the purpose of financing the mandatory share buyback offer for AS "DelfinGroup" shares.
19. Share issue with the purpose of financing the mandatory share buyback offer for AS "DelfinGroup" shares.
Proposal No. 1
To increase the share capital of IPAS "Indexo" by EUR 5,905,719 (five million nine hundred five thousand seven hundred nineteen euros), by issuing up to 5,905,719 (five million nine hundred five thousand seven hundred nineteen) new dematerialised shares, with the sale price per one newly issued share in the range of EUR 5 (five euros) to EUR 30 (thirty euros), including the nominal value of EUR 1 (one euro) per share and a share premium in the range of EUR 4 (four euros) to EUR 29 (twenty-nine euros).
For Against
Proposal No. 2
To approve the registration of up to 5,905,719 (five million nine hundred five thousand seven hundred nineteen) newly issued dematerialised shares of the Company with Nasdaq CSD SE (Central Securities Depository), their admission and commencement of trading on the "Nasdaq Riga" regulated market (Baltic Official List).
For
Against
20. Waiver of the Shareholders' Pre-Emptive Rights.
Proposal
To cancel the pre-emptive rights of the Company's shareholders to subscribe for the Company's new issue shares.
For
Against
21. Approval of the Terms for the Increase of the Company's Share Capital.
Proposal No.1
To approve the Company's share capital increase rules.
For Against
Proposal No.2
To authorise the Management Board of the Company to determine the sale price of the new issue shares within the range of EUR 5 (ten euros) to EUR 30 (thirty euros), including the nominal value of EUR 1 (one euro) per share and a share premium within the range of EUR 4 (four euros) to EUR 29 (twenty-nine euros). 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 the share capital increase with the Register of Enterprises of the Republic of Latvia and to carry out other actions necessary for the implementation of the adopted resolution.
For Against
22. Approval of Amendments to the Articles of Association and the New Version of the Articles of Association.
Proposal No. 1
To approve the amendments to the Company's Articles of Association. For
Against
Proposal No. 2
To approve the new wording of the Company's Articles of Association.
For Against
Proposal No. 3
To designate the Management Board of the Company as responsible for submitting all necessary documents required for the registration of the amendments and the new version of the Company's Articles of Association with the Register of Enterprises of the Republic of Latvia, as well as for carrying out all other actions necessary for the implementation of the adopted resolutions.
For Against
Proposal No. 4
To grant the Supervisory Council of the Company the right to adjust, approve and sign the information regarding the Company's share capital indicated in the amendments to the Articles of Association and in the new wording of the Articles of Association, aligning it with the actual situation, based on the amount of share capital in effect at the time of the capital increase. Furthermore, to grant the Supervisory Council the authorisation to make the corresponding formal corrections to the Articles of Association, based on the amount of share capital that will be approved at the time of the capital increase.
For
Against
23. Registration of the Company's newly issued dematerialised shares with Nasdaq CSD SE (Central Securities Depository), their admission and commencement of trading on the "Nasdaq Riga" regulated market (Baltic Official List).
Proposal
To approve the registration of the Company's newly issued dematerialised shares with Nasdaq CSD SE (Central Securities Depository), their admission and commencement of trading on the "Nasdaq Riga" regulated market (Baltic Official List).
For
Against
24. Authorization of the Management Board of the Company regarding organizational matters related to the share issuance carried out for the purpose of financing the share purchase transaction within the framework of the voluntary and mandatory share buyback offer for the acquisition of shares in AS "DelfinGroup", and for financing the operations of AS INDEXO Banka.
Proposal No.1
To authorise the Management Board of the Company, at its discretion, to adopt a decision regarding the type of share offering – to conduct a public offering of shares or a private placement of shares, and to authorise the Management Board and the Supervisory Council of the Company to prepare, approve and/or sign (in accordance with the procedure set forth in the Commercial Law) all documents and to carry out all actions necessary for the execution of a public and/or private share offering, including signing the public offering prospectus, making and approving corrections, amendments and supplements to the public offering prospectus as necessary, carrying out all required actions for the registration (approval) of the public offering prospectus with the Bank of Latvia, carrying out all necessary actions for the execution of a private placement, and signing the necessary private placement documents. For
Against
Proposal No.2
To authorise the Management Board of the Company to perform all necessary actions, including signing agreements and other documents required for the registration of the Company's newly issued shares in the Nasdaq CSD SE securities settlement system and their admission to trading on the "Nasdaq Riga" regulated market (Baltic Official List), as well as to submit them to Nasdaq CSD SE, AS "Nasdaq Riga", the Bank of Latvia, and other relevant institutions and/or their structural units, representing the Company within the framework of these procedures.
For
Against
IPAS VAIRO TRANSACTION:
25. Increase of the Company's Share Capital in connection with the IPAS VAIRO transaction.
Proposal No.1
To increase the share capital of "Indexo" by EUR 85,714 (eighty-five thousand seven hundred fourteen euros), to be paid with a non-cash contribution – 1,850,000 registered shares of IPAS VAIRO (reg. No. 40203474347), by issuing up to 85,714 (eighty-five thousand seven hundred fourteen) Company shares.
For Against
Proposal No.2
To determine the issue price of one Company, share as 10,15 EUR (ten euros and fifteen cents), including the nominal value of 1 EUR (one euro) and an issue premium of 9,15 EUR (nine euros and fifteen cents). For
Against
26. Waiver of the Shareholders' Pre-Emptive Rights.
Proposal
To cancel the pre-emptive rights of the Company's shareholders to subscribe for the Company's new issue shares.
For
Against
27. Approval of the Terms for the Increase of the Company's share Capital.
Proposal No.1
To approve the Company's share capital increase rules.
For Against
Proposal No.2
To instruct the Management Board of the Company to submit all necessary documents for the registration of the terms for the increase of the Company's share capital with the Register of Enterprises of the Republic of Latvia and to perform all other actions necessary for the implementation of the adopted resolution. For
Against
28. Approval of Amendments to the Articles of Association and the New Version of the Articles of Association.
Proposal No. 1
To approve the amendments to the Company's Articles of Association. For Against
Proposal No. 2
To approve the new wording of the Company's Articles of Association. For Against
Proposal No. 3
To designate the Management Board of the Company as responsible for submitting all necessary documents required for the registration of the amendments and the new version of the Company's Articles of Association with the Register of Enterprises of the Republic of Latvia, as well as for carrying out all other actions necessary for the implementation of the adopted resolutions.
For Against
Proposal No. 4
To grant the Supervisory Board of the Company the right to specify, approve, and sign the information indicated in the amendments to the Articles of Association and in the new version of the Articles of Association regarding the Company's share capital, adjusting it to the actual situation based on the amount of share capital that will be in effect at the time of the share capital increase. Likewise, to grant the Supervisory Board the authorization to make appropriate formal corrections to the Articles of Association based on the amount of share capital that will be approved at the time of the share capital increase.
For Against
29. Registration of the Company's newly issued dematerialised shares with Nasdaq CSD SE (Central Securities Depository), their admission and commencement of trading on the "Nasdaq Riga" regulated market (Baltic Official List).
Proposal
To approve the registration of the Company's newly issued dematerialised shares with Nasdaq CSD SE (Central Securities Depository), their admission and commencement of trading on the "Nasdaq Riga" regulated market (Baltic Official List).
For
Against
30. Authorisation of the Company's Management Board Regarding organisational matters related to the Company's share sssue in connection with the IPAS VAIRO transaction.
Proposal
To authorise the Management Board of the Company to perform all necessary actions, including signing agreements and other documents required for carrying out the exchange of IPAS VAIRO shares for the Company's newly issued shares, the registration of the Company's newly issued shares in the Nasdaq CSD SE securities settlement system, and their admission to trading on the "Nasdaq Riga" regulated market (Baltic Official List), as well as to submit them to Nasdaq CSD SE, AS "Nasdaq Riga", the Bank of Latvia, and other relevant institutions and/or their structural units, representing the Company within the framework of these procedures.
For Against
AUTHORISATION OF THE MANAGEMENT BOARD TO INCREASE THE COMPANY'S SHARE CAPITAL:
31. 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 the new version of the Articles of Association of the Company. For Against
Proposal No.3
To instruct the Management Board of the Company to submit all necessary documents for the registration of the amendments to the Articles of Association with the Register of Enterprises of the Republic of Latvia and to perform other necessary actions for the implementation of the adopted decision.
For
Against
32. Cancelation of the Company's shareholders' pre-emptive rights.
Proposal No.1
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 1 518 367 (one million five hundred eighteen thousand three hundred sixty-seven) shares, in accordance with the provisions of Article 249(4) of the Commercial Law, and which will be disposed of at a price ranging from EUR 5 (five euros) to EUR 30 (thirty euros) per share. For
Against
33. 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.
Proposal No.1
To approve the registration of the Company's newly issued dematerialised shares, which will be issued on the basis of the authorisation granted to the Management Board in Clause 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 "Nasdaq Riga" regulated market (Baltic Official List).
For
Against
34. 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:
Proposal No.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 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.
For
Against
Proposal No.2
To instruct the Management Board and the Supervisory Council of the Company, in connection with the capital increase to be carried out on the basis of the authorisation granted to the Management Board in Clause 3.6 of the new version of the Articles of Association, to prepare, approve and submit all necessary documents, including the rules of the capital increase, for the registration of the increase of the Company's share capital with the Register of Enterprises of the Republic of Latvia, including instructing the Supervisory Council of the Company to make amendments to the 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 version, as well as to perform other necessary actions for the implementation of the adopted decision on the capital increase.
For Against
Proposal No.3
To authorise the Management Board of the Company to perform all necessary actions for the registration of the Company's shares with the Nasdaq CSD SE securities settlement system and for their admission and commencement of trading on the "Nasdaq Riga" regulated market (Baltic Official List). For
Against
5. Additional data
| Indicate whether a vote execution confirmation is | Yes |
|---|---|
| requested | No |