INDEXO — Share Issue/Capital Change 2025

Aug 12, 2025

Draft resolutions of the Extraordinary Meeting of Shareholders of IPAS "Indexo" of 2 nd of September 2025

On 12 th of August 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 Extraordinary 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 Extraordinary Meeting of Shareholders to be held on 2 nd of September 2025 the following draft resolutions, considering the announced agenda items.

ISSUES RELATED TO SHARE CAPITAL INCREASE:

1) Management Board's justification (report) on the voluntary share buy-back offer, share capital increase, the necessity to waive shareholders' pre-emptive rights, and the price of the newly issued shares.

I. Share capital increase in connection with the voluntary share buy-back offer for acquisition of shares in as "DelfinGroup".

• 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".
  • 1) To increase the share capital of IPAS "Indexo" by 6 223 097 EUR (six million two hundred twenty-three thousand ninety-seven euros), by way of a non-cash contribution – 45 428 611 shares of AS "DelfinGroup" (registration No. 40103252854) (ISIN: LV0000101806), issuing up to 6 223 097 (six million two hundred twenty-three thousand ninety-seven) shares of the Company.
  • 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.

2. Waiver of the Shareholders' Pre-Emptive Rights.

1) To waive the shareholders' pre-emptive rights to subscribe for the newly issued shares of the Company.

3. Approval of the Terms for the Increase of the Company's Share Capital.

• 1) To approve the terms for the increase of the Company's share capital.
• 2) To authorise the Company's Supervisory 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.
• 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.

4. Approval of Amendments to the Articles of Association and the New Version of the Articles of Association.

• 1) To approve the amendments to the Company's Articles of Association.
• 2) To approve the new version of the Company's Articles of Association.
• 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.

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.

5. 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".

1) 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 jointstock 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.

II. Increase of the Company's Share Capital in the connection with the IPAS VAIRO transaction.

6. Increase of the Company's Share Capital in connection with the IPAS VAIRO transaction.

• 1) To increase the share capital of "Indexo" by 85 714 EUR (eighty-five thousand seven hundred fourteen euros) by way of a non-cash contribution – 1 850 000 registered shares of IPAS VAIRO (registration No. 40203474347) – by issuing up to 85 714 (eighty-five thousand seven hundred fourteen) shares of the Company.
• 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).

7. Waiver of the Shareholders' Pre-Emptive Rights.

1) To waive the shareholders' pre-emptive rights to subscribe for the newly issued shares of the Company.

8. Approval of the Terms for the Increase of the Company's share Capital.

• 1) To approve the terms for the increase of the Company's share capital.
• 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.

9. Approval of Amendments to the Articles of Association and the New Version of the Articles of Association.

• 1) To approve the amendments to the Company's Articles of Association.
• 2) To approve the new version of the Company's Articles of Association.
• 3) To designate the Company's Management Board as responsible for submitting all necessary documents required for the registration of the amendments to the Company's Articles of Association and the new version thereof with the Register of Enterprises of the Republic of Latvia, and for carrying out all other actions necessary to implement the adopted resolutions.
• 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.

10. Authorisation of the Company's Management Board Regarding Organisational Matters Related to the Company's Share Issue in connection with the IPAS VAIRO transaction.

1) To authorise the Company's Management Board to carry out all necessary actions, including signing agreements and other documents required for the registration of the newly issued Company shares in the Nasdaq CSD SE securities settlement system and for their admission to trading on the Baltic Regulated Market (Baltic Official List) of the joint-stock company "Nasdaq Riga", as well as to submit such documents to Nasdaq CSD SE, AS "Nasdaq Riga", the Bank of Latvia, and other relevant institutions and/or their structural units, representing the Company in the course of these procedures.

III. Increase of the Authorisation Granted to the Management Board

11. 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.

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

• 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 838 000 (eight hundred thirty eight thousand) 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.
• 13. 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.
  • 1) 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.

14. 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.

IPAS "Indexo" valde