Resolutions of the Annual Meeting of Shareholders of IPAS “Indexo” of 30 March 2023
Operational matters of the Company:
1. Reports of the Management Board and the Supervisory Board.
To take note of the reports of the Management Board and the Supervisory Board of the Company.
Voting results: decision is taken with the required majority of votes.
2. Approval of the Annual Report for 2022 of the Company.
1) To take note of the independent auditor’s report on the Company’s results of financial year 2022.
2) To approve Consolidated and Separate Annual Report for 2022 prepared by the Management Board and reviewed by the Supervisory Board of the Company.
3) To approve Corporate governance report for the year 2022 prepared by the Management Board and reviewed by the Supervisory Board of the Company.
Voting results: decisions are taken with the required majority of votes.
3. Presentations of the Management Board on the action plan, budget and raising additional capital for 2023.
To take note of presentations of the Management Board on the action plan, budget and raising additional capital for 2023.
Voting results: decision is taken with the required majority of votes.
4. Election of an auditor for the year 2023.
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 2023 in accordance with the expressed offer.
Voting results: decision is taken with the required majority of votes.
5. Determination of the auditor’s remuneration.
To determine the total remuneration for the auditor for audit of the Annual Reports for the year 2023 until the amount of EUR 109 263 EUR (one hundred nine thousand and two hundred sixty three euros), VAT included, 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 2023, 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 for the year 2023.
Voting results: decision is taken with the required majority of votes.
Matters regarding personnel options of the Company:
6. The notification of the Management Board on personnel options and justification (opinion) of the Management Board regarding the necessity for conditional share capital increase of the Company.
To take note of the notification of the Management Board on personnel options and justification (opinion) of the Management Board regarding the necessity for conditional share capital increase of the Company.
Voting results: decision is taken with the required majority of votes.
7. Amendments to the Terms of Issue of Personnel Options of the Company (Personnel Option Program 2021) approved by the Company’s shareholders meeting on 30 May 2022.
1) To approve new edition of 30 May 2022 Terms of Issue of Personnel Options of the Company (Personnel Option Program 2021) (enclosed as a separate document in Annex No. 2).
2) To approve the amendments of Terms of Conditional Share Capital Increase of the Company (Personnel Option Program 2021) (enclosed as a separate document in Annex No. 3).
Voting results: decisions are taken with the required majority of votes.
8. Amendments to the Terms of Issue of Personnel Options of the Company (Personnel Option Program 2022) approved by the Company’s shareholders meeting on 24 March 2022.
To approve new edition of 24 March 2022 Terms of Issue of Personnel Options of the Company (Personnel Option Program 2022) (enclosed as a separate document in Annex No. 4).
Voting results: decision is taken with the required majority of votes.
9. Approval of the issue of the personnel options of the Phase II of the Company’s Personnel Option Program 2022.
To approve the issue of 300 000 Company’s personnel options during Phase II of the Personnel Option Program 2022.
Voting results: decision is taken with the required majority of votes.
10. The conditional share capital increase of the Company and approval of the terms of conditional share capital increase of the Company.
1) To approve the conditional share capital increase of the Company by EUR 300 000 (three hundred thousand euros) with a condition in accordance with Article 261.1 of the Commercial Law by issuing new shares of the Company which will be used to convert the personnel options of the Company during Phase II of the Personnel Option Program 2022.
2) To approve the Terms of Conditional Share Capital Increase of the Company (enclosed as a separate document in Annex No. 5).
3) To instruct the Management Board of the Company to submit all necessary documents for the registration of the Terms of Conditional Share Capital Increase of the Company in the Register of Enterprises of the Republic of Latvia and to perform other necessary actions for the execution of the adopted decision.
Voting results: decisions are taken with the required majority of votes.
Raising additional capital. General decisions in connection with the execution of secondary issuance:
11. Approval of carrying out the secondary issuance of the newly issued shares of the Company and listing the Company’s shares on AS “Nasdaq Riga” Baltic Regulated market.
1) To approve the secondary issuance in the range of 410 000 (four hundred and ten thousand) to up to 475 000 (four hundred and seventy five thousand) of the Company’s newly issued dematerialized bearer shares.
2) To approve the listing in the range of 410 000 (four hundred and ten thousand) to up to 475 000 (four hundred and seventy five thousand) Company's newly issued dematerialized bearer shares on the Baltic Regulated market (on the Baltic main list) of AS “Nasdaq Riga”.
3) To authorize the Management Board of making the decision of determining the number of the new dematerialized bearer shares to be issued within the range specified above in subsections 1 and 2.
Voting results: decisions are taken with the required majority of votes.
12. Authorization of the Management Board of the Company to perform all the necessary actions with respect to the secondary issuance of the Company’s shares.
1) To authorize the Management Board of the Company to perform all the necessary actions for listing of shares of the Company on the Baltic Regulated Market (on the Baltic main List) of AS “Nasdaq Riga”, to make the secondary public offering, for the registration (approval) of the universal registration document, securities note and the summary with the Bank of Latvia.
2) To authorize the Management Board of the Company to sign the Company’s universal registration document, securities note and the summary, as well as to make and approve adjustments, alterations and additions to the universal registration document, the securities note and the summary, if needed.
3) To authorize the Management Board of the Company to sign agreements or other documents related to listing and trading of shares of the Company’s secondary issuance on the Baltic Regulated Market (Baltic main List) of AS „Nasdaq Riga” and submit them to the AS „Nasdaq Riga”, Nasdaq CSD SE (depositary), as well as represent the Company in the Bank of Latvia, AS “Nasdaq Riga” and the Nasdaq CSD SE and in other organizations and/or their structural units.
Voting results: decisions are taken with the required majority of votes.
Corporate decisions in connection with the secondary issuance:
13. Justification (opinion) of the Management Board on the need for revocation of the Company's shareholders' pre-emptive rights and the sale price of the new issue share.
To take note of the justification (opinion) of the Management Board on the need for revocation of the Company's shareholders' pre-emptive rights and the sale price of the new issue share.
Voting results: decision is taken with the required majority of votes.
14. An increase of the share capital of the Company.
1) To increase the share capital of the Company within the range from EUR 410 000 (four hundred and ten thousand euros) to EUR 475 000 (four hundred and seventy five thousand euros), by issuing from 410 000 (four hundred and ten thousand) up to EUR 475 000 (four hundred and seventy five thousand) new dematerialized bearer shares with the sale price of one new issue share in the range of EUR 14,5 (fourteen point five euros) to EUR 17,5 (seventeen point five euros), including the nominal value of a share in the amount of EUR 1 (one euro) and the share premium in the range of EUR 13,5 (thirteen point five euros) to EUR 16,5 (sixteen point five euros).
2) To authorize the Management Board of the Company to determine the sale price of one new issue dematerialized bearer share within the mentioned range of EUR 14,5 (fourteen point five euros) to EUR 17,5 (seventeen point five euros).
3) To instruct the Management Board of the Company to submit all necessary documents for the registration of changes in the Register of Enterprises of the Republic of Latvia and perform other actions required to execute the taken decision.
Voting results: decisions are taken with the required majority of votes.
15. Revocation of the Company's shareholders' pre-emptive rights.
To revoke the pre-emptive rights of the Company's shareholders to the newly issued shares of the Company.
Voting results: decision is taken with the required majority of votes.
16. Approval of the Terms of Share Capital Increase of the Company.
1) To approve the Terms of Share Capital Increase of the Company (enclosed as a separate document in Annex No. 6).
2) To authorize the Management Board of the Company the rights to formally clarify, specify and sign the information specified in Terms of Share Capital Increase about the Company’s number of shares to be issued and the share capital in accordance with the de facto situation, without changing the information by nature, if other changes in the Company's share capital have taken place, which have been registered in the Register of Enterprises of the Republic of Latvia after 30 March 2023, as well as, based on the authorization given to the Management Board, to determine the number of shares to be issued and the matters with respect to the capital to be increased within the limits approved in the agenda point No. 11.
3) To instruct the Management Board of the Company to submit all necessary documents for the registration of the Terms of Share Capital Increase of the Company in the Register of Enterprises of the Republic of Latvia and to perform other necessary actions for the execution of the adopted decision.
Voting results: decisions are taken with the required majority of votes.
17. 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 (enclosed as a separate document in Annex No. 7).
2) To approve new edition of the Articles of Association of the Company (enclosed as a separate document in Annex No. 8).
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 taken decisions.
4) To grant the Management Board of the Company rights to formally clarify, specify and sign the information specified in the amendments and the new edition to the Articles of Association about the Company’s number of shares and share capital in accordance with the de facto situation, without changing the information by nature, if other changes in the Company's share capital have taken place, which have been registered in the Register of Enterprises of the Republic of Latvia after 30 March 2023, as well as, based on the authorization given to the Management Board, to determine the number of new shares to be issued within the limits approved in the agenda point No. 11.
Voting results: decisions are taken with the required majority of votes.
Decisions concerning the members of governance bodies:
18. The recall of current members of the Supervisory Board and election of the Supervisory Board.
1) To recall all the current members of the Supervisory Board of the Company:
1. Toms Kreicbergs;
2. Valdis Vancovičs;
3. Renāts Lokomets;
4. Svens Dinsdorfs.
Voting results: decision is taken with the required majority of votes.
2) To elect the following persons as members of the Supervisory Board of the Company for five years, with the term of office starting 30 March 2023:
1. Valdis Vancovičs;
2. Renāts Lokomets;
3. Svens Dinsdorfs;
4. Ramona Miglāne;
5. Ivita Asare.
Voting results: decision is taken by dividing of votes.
19. Determination of the remuneration for members of the Supervisory Board.
To set the remuneration for the fulfilment of duties as a member of the Supervisory Board of the Company for each member in the amount of EUR 500 per meeting in which the person has taken part in.
Voting results: decision is taken with the required majority of votes.
The Management Board of IPAS “Indexo”
Riga, March 30, 2023
About INDEXO
INDEXO is an asset management company licensed by the Bank of Latvia, which offers modern 2nd and 3rd pillar pension saving plans in Latvia. INDEXO is the fastest growing pension management company in Latvia with more than 100 thousand customers and more than EUR 600 million in assets under management.
INDEXO was established in 2017 by a group of 30 experienced business representatives and managers with an aim to fight for a better financial environment in Latvia. INDEXO vision is to become a financial services group, offering modern and customized services that empower Latvian people to take care of their financial wellbeing.
More information available at www.indexo.lv
Contact information:
Ieva Margeviča
IPAS “Indexo”
Board member, marketing manager
E-mail: ieva.margevica@indexo.lv
Telephone: + 371 28 636 789
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