Notification on convocation of Annual Meeting of Shareholders of AS DelfinGroup

The Management Board of AS DelfinGroup, registration number: 40103252854, legal address: Skanstes iela 50A, Riga, LV-1013, the Republic of Latvia (hereinafter – the “Company”), hereby, in accordance with the Article 269(2) of the Commercial Law convenes and announces that the Annual Meeting of Shareholders of the Company will take place on 11 June 2025 at 15:00 at Riga, Skanstes City Conference centre, Skanstes iela 50, 1^st entry.

The agenda:

1. Reports of the Management Board, Supervisory Board, and auditor.
2. Approval of the annual accounts, the consolidated annual accounts, and other related documents for 2024.
3. Use of profits for 2024.
4. Approval of the business report for the period 01.01.2025 - 31.03.2025 and payment of the Company's extraordinary dividends for the first quarter of 2025.
5. Changes to the remuneration of members of the Supervisory Board, committees and working groups and their chairpersons.
6. Approval of the issue of senior unsecured bonds and authorisation for the Company's Management Board.
7. Approval of the issue of subordinated bonds and authorisation for the Company's Management Board.

The Management Board of the Company will provide the shareholders with the possibility to vote before the shareholders’ meeting and to connect to the shareholders’ meeting remotely, without physical attendance.

The record date for shareholders’ participation at the Extraordinary Meeting of shareholders of the Company is 3 June 2025. Only the persons who are shareholders on the record date with the number of shares held by them on the record date are authorized to participate in the Extraordinary Meeting of shareholders of the Company on 11 June 2025, as well as to vote in writing before the shareholders' meeting.

Shareholders have a right to participate in the shareholders’ meeting (including filling and submitting the voting before the meeting) in person or by mediation of their legal representatives or authorized persons. If the shareholder is represented by the authorized person, the power of attorney should be attached to the voting or the application form, but legal representatives should attach to the voting or the application form the document proofing representation rights. The power of attorneys issued by natural persons should be notarised. The form of a written power of attorney is available on website of the  Company – www.delfingroup.lv/shareholders-meetings, on website of the Central Storage of Regulated Information – https://csri.investinfo.lv/en/ and on website of AS Nasdaq Riga – http://www.nasdaqbaltic.com.

Voting prior to the meeting

Shareholders are invited to exercise their rights to vote in writing before the shareholders' meeting, by sending a vote signed with a secure electronic signature to the electronical mail address: IR@delfingroup.lv or signed in paper form by post to the legal address of the Company: Skanstes iela 50A, Riga LV-1013, the Republic of Latvia.

The required voting form will be available on website of the Company – www.delfingroup.lv/shareholders-meetings, on website of the Central Storage of Regulated Information – https://csri.investinfo.lv/en/ and on website of AS Nasdaq Riga webpage at www.nasdaqbaltic.com.  Such a vote will be considered if received by 10 June 2025. The voting form will be published together with the draft resolutions of the shareholders’ meeting.

Shareholders who voted before the shareholders’ meeting will be considered present at the shareholders’ meeting. A shareholder who has voted before the shareholders' meeting may ask the Company to confirm the receipt of the vote. The Company shall send a confirmation to the shareholder immediately upon receipt of the shareholder's vote.

Participation and voting at the shareholders’ meeting

The registration and identification of shareholders will take place in the following order:

1. A shareholder must send the application form signed with a secure electronic signature to the electronical mail address: IR@delfingroup.lv or a signed in paper form by post to the legal address of the Company: Skanstes iela 50A, Riga LV-1013, the Republic Latvia, by 17:00 on 9 June 2025. If the shareholder wants to participate in the shareholders’ meeting remotely, a copy of shareholder’s (or representative’s) identification document together with contacts (phone number and electronical mail address) should be attached to the application form in order to carry out identification of the shareholder.
2. Shareholders applied for participation in the shareholders’ meeting remotely will receive a connection link to the meeting by indicated electronical mail address by 10:00 on 11 June 2025.
3. Shareholders who have applied for participation in the shareholders’ meeting remotely using the link provided must join the shareholders’ meeting on the day of the shareholders’ meeting (11 June 2025) from 14:00 to 14:30 and be prepared to present a personal identification document to carry out the video identification.
4. The video and audio streaming of the shareholders’ meeting and the video identification process could be recorded.
5. The registration of shareholders who have applied for participation in the shareholders’ meeting in a presence will take place on the day of the shareholders’ meeting (11 June 2025) from 14:00 to 14:45 at the shareholders’ meeting venue. Shareholders or their representatives should present passport or other identification document upon registration.

The shareholders representing at least one-twentieth of the Company's share capital, have the right to request the Management Board to include additional points on the agenda of the meeting no later than by 27 May 2025. Shareholders representing at least one-twentieth of the Company's share capital have the right to submit draft decisions on the issues included in the agenda of the meeting no later than by 4 June. If a shareholder submits a written request to the Management Board no later than by 4 June 2025, the Management Board will provide all the requested information on the issues included in the agenda no later than on 6 June 2025. All the above-mentioned correspondence should be sent to the electronical mail address: IR@delfingroup.lv signed with a safe electronic signature or by post to the legal address of the Company: Skanstes iela 50A, Riga LV-1013, the Republic of Latvia.

The Company’s annual accounts and the consolidated annual accounts for 2024 with the reports of the Management Board, Supervisory Board, and auditor, the Company’s corporate governance report for 2024, the Company’s remuneration report for 2024, the Company’s business report for the period 01.01.2025 - 31.03.2025, the Management Board proposal for the payment of the Company's extraordinary dividends for the first quarter of 2025, the draft resolutions and the voting form are published together with this notification.

Information on the shareholders’ meeting is also available on the website of the Company – www.delfingroup.lv and on the website of AS Nasdaq Riga – www.nasdaqbaltic.com. On the date of convocation the shareholders' meeting, the total amount of shares and the total amount of the shares with voting rights of the Company is 45,406,435.

Management Board of AS DelfinGroup

Annexes:

1. The Company’s annual accounts and the consolidated annual accounts for 2024 with the reports of the Management Board, Supervisory Board, and auditor.
2. Proposal of the Company's Management Board on the distribution of profit;
3. The Company’s corporate governance report for 2024.
4. The Company’s remuneration report for 2024.
5. The Company’s business report for the period 01.01.2025 - 31.03.2025.
6. Extract from the minutes of the management board meeting.
7. Extract from the minutes of the supervisory board meeting.
8. The draft of shareholders’ resolutions.
9. The voting form.
10. The power of attorney form.
11. The application form for participation.

Subscribe to DelfinGroup news and updates here.

About DelfinGroup

AS DelfinGroup is a licenced fintech company established in 2009 and operates under the brand names Banknote and VIZIA. The company has been profitable every year since 2010. DelfinGroup continuously develops and offers consumer and pawn loans, loans developed for senior citizens, Buy now pay later loans (BNPL loans), and the sale of pre-owned goods online and at more than 90 branches across Latvia. Since 2014, DelfinGroup has been known on the Nasdaq Riga Stock Exchange as a bond issuer and, since 2021, as a listed company on the Baltic Main List. The company regularly pays dividends to its shareholders. The sustainability of DelfinGroup is based on focused corporate governance, fintech innovation, responsible lending, financial inclusion, and facilitating the circular economy.