The Management Board of IPAS “Indexo”, registration number 40203042988, legal address: Riga, Roberta Hirša street 1, LV-1045, Latvia (hereinafter – Company), hereby convenes and announces the annual meeting of Shareholders of the Company, that will take place on 28th of March 2025, at 10:00, in presence, at the premises of IPAS "Indexo", Roberta Hirša street 1, LV-1045, Verde A building, 1st floor, conference room MEDUS. (hereinafter – Meeting).
The purpose of the Meeting is to note the reports of the Company's Management Board, Supervisory Board and Certified Auditor, approve the Company's consolidated and annual accounts, approve the Company's Corporate Governance Report, approve the remuneration report of the Company's Management Board and Supervisory Board, to elect the auditor and determine the auditor's remuneration, approving the remuneration policy of the Management Board and the Supervisory Board, also, the re-election of the Supervisory Board members and determination of the remuneration of the Supervisory Board members, re-election of the Audit Committee and determination of the remuneration of the Audit Committee members, as well as amendment of the Company's Articles of Association and approval of the Company's Articles of Association in a new wording with a corresponding purpose to authorize the Management Board to increase the share capital of the Company and other related authorisations to the Management Board and Supervisory Board. In addition, the shareholders will be presented with the information on Company’s activities and plans.
The agenda:
I Operational issues of the Company:
1. Reports of the Management Board, the Supervisory Board and the Auditor.
2. Approval of the Consolidated and Separate Annual Report for 2024 and related documents of the Company:
2.1. Approval of the Consolidated and Separate Annual Report for 2024;
2.2. Approval of the 2024 Corporate Governance Report of the Company;
2.3. Approval of the 2024 Remuneration Report of the Company's Management Board and Supervisory Board;
3. Election of the Auditor for 2025.
4. Establishing the remuneration of the Auditor.
5. Approval of the Remuneration policy for the Management Board and the Supervisory Board.
II Corporate and general decisions related to raising capital:
6. Approval of amendments to the Articles of Association and the new edition of the Articles of Association.
7. Cancelation of the Company's shareholders' pre-emptive rights.
8. The registration with Nasdaq CSD SE (central securities depository) of the new dematerialized shares, that will be issued based on the authorization granted to the Management Board by Article 3.6 of the new edition of the Article of Association, and listing and trading of those shares on the Baltic Regulated Market (on the Baltic main List).
9. Authorization of the Management Board with regards to capital increase, that will be made based on the authorization granted to the Management Board by Article 3.6. of the new edition of the Article of Association.
III Decisions relating to the Management Bodies:
10. Re-election of the Supervisory Board;
11. Determination of the remuneration of the members of the Supervisory Board.
12. Re-election of the Company's Audit Committee and determination of the remuneration of the members of the Audit Committee.
The Company's shareholders and their authorised representatives, representing at least 5% (five percent) of the total number of the Company's voting shares, have the right, not later than 15 (fifteen) days before the Shareholders' Meeting, i.e. until the 13th of March 2025, to request that the Management Board includes additional items on the agenda of the Shareholder’s meeting.
The Company's shareholders and their authorised representatives representing at least 5% (five percent) of the total number of the Company's voting shares, have the right, not later than 7 (seven) days before the Shareholders' Meeting, i.e. until 21st of March 2025, to submit draft resolutions on the issues included in the agenda of the Shareholders' Meeting.
The shareholders of the Company have the right to ask questions regarding the issues of the agenda of the Meeting at least 7 (seven) days before the Meeting, by submitting a written request to the Management Board of the Company.
The shareholders may submit mentioned requests and questions in paper form in the Company's registered office in Roberta Hirša street 1, LV-1045, Riga, Latvia, to the Company's employees upon presentation of an identity document or by sending them, signed with a secure electronic signature, to the e-mail address info@indexo.lv.
The total amount of shares and the total amount of the shares with voting rights of the Company is 4 774 117 (four million seven hundred and seventy-four thousand one hundred and seventeen shares).
Shareholders can access the draft resolutions for issues on the agenda or explanations regarding issues of the agenda on the website of the Company at https://indexo.lv/en/for-investors/announcements/, on website of the central storage of regulated information https://csri.investinfo.lv/lv/ as well as on AS “Nasdaq Riga” webpage at www.nasdaqbaltic.com, and on the day of the Meeting – at the place of registration. The Company immediately after receiving the additional items to the agenda of the Meeting, submitted from the shareholders, or explanations on those items, in which the adoption of decisions is not foreseen, ensures their availability to the shareholders within the above-mentioned information websites.
Voting in writing prior to the Meeting
The Management Board of the Company shall provide the shareholders with the possibility to vote before the Meeting.
Shareholders are invited to exercise their rights to vote in writing before the Meeting by sending a vote, signed with a secure electronic signature to the e-mail info@indexo.lv, or by delivering a vote, signed in paper form, to the legal address of the Company at Roberta Hirša street 1, LV-1045, Riga, Latvia, to the Company’s employees, upon presentation of and identity document.
For voting in writing, prior to the Meeting, a voting form has to be used, which is available on the Company’s webpage at https://indexo.lv/en/for-investors/announcements/, on website of the central storage of regulated information https://csri.investinfo.lv/lv/, as well as on AS “Nasdaq Riga” webpage at www.nasdaqbaltic.com. The voting form is published together with the draft resolutions of the Meeting.
A vote in writing, prior to the Meeting, will be considered if received by 27th of March 2025 at 18:00. Shareholders who voted in writing prior to the Meeting will be considered present at the Meeting. A shareholder who has voted before the 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 in which such confirmation of the receipt of the vote is requested.
Participation and voting at the Meeting
The record date for shareholders’ participation at the Meeting is 20st of March 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 Meeting on 28th of March 2025 as well as to vote in writing prior to the Meeting.
Shareholders have a right to participate in the Meeting (including filling and submitting the voting in writing prior to the Meeting) in person or by agency of their authorized persons or legal representatives. If the shareholder is represented by the authorized person, the form of a written power of attorney should be attached to the voting or the application form. Legal representatives should attach to the voting, or the application form the document proofing representation rights. The form of a written power of attorney is available on website of the Company https://indexo.lv/en/for-investors/announcements/, on website of the central storage of regulated information https://csri.investinfo.lv/lv/ as well as on AS “Nasdaq Riga” webpage at www.nasdaqbaltic.com.
The registration and identification of shareholders or their representatives will take place in the following order:
1. the shareholders must send the application form signed with a secure electronic signature to the e-mail address info@indexo.lv or the application form signed in paper form must be delivered to the legal address of the Company at Roberta Hirša street 1, LV-1045, Riga, Latvia, to the Company’s employees, upon presentation of and identity document by March 25th 2025 at 18.00.
2. the registration of shareholders (representatives) who have applied for participation in the Meeting in a presence will take place on the day of the Meeting on 28th of March 2025 from 9:00 to 9:45 at the Meeting venue (Roberta Hirša street 1, LV-1045, Verde A building, 1st floor, conference room MEDUS.). Shareholders (representatives) should present a passport or other identification document upon registration.
3. During the Meeting, there will be video and audio streaming of the Meeting, that all shareholders of the Company will be able to connect to. Such Meeting streaming shall not be considered as equivalent to a remote meeting and is intended for informational purposes only. During the streaming of the Meeting, shareholders will not be able to vote on issues to be considered at the Meeting by means of electronic communication. Shareholders can only vote at the Meeting in person or in writing by submitting a voting form to the Company before the Meeting in accordance with order set in present announcement.
Information on the Meeting is also available on the website of the Company at https://indexo.lv/en/for-investors/announcements/ and on the website of AS Nasdaq Riga at www.nasdaqbaltic.com.
Annexes:
1. Application form for participation in the Meeting.
2. Form of Authorisation (Power of attorney form).
3. The draft resolutions of the shareholders meeting.
4. Voting form.
5. IPAS INDEXO Consolidated and Separate Annual Report for 2024 with auditor's opinion (iXBRL);
6. IPAS INDEXO Consolidated and Separate Annual Report for 2024 with auditor's opinion (PDF);
7. IPAS INDEXO Corporate Governance Report 2024;
8. IPAS INDEXO Supervisory Board Report;
9. IPAS INDEXO Management and Supervisory Board Remuneration Report 2024;
10. IPAS INDEXO Remuneration Policy for the Management Board and Supervisory Board;
11. Amendments to the Articles of Association;
12. The new edition of the Article of Association;
13. Management Board's report on the need to cancel the pre-emptive rights of the Company's shareholders and the selling price of the newly issued shares;
14. Resume of candidate for election to the Supervisory Board – Mr. M. Jaunarājs
About INDEXO
INDEXO is a financial services group that includes pension management companies and INDEXO Bank.
INDEXO, an investment management company licensed by the Bank of Latvia, offers modern 2nd and 3rd pillar pension plans in Latvia. It is one of the fastest-growing pension managers in the Baltics, with over 143 thousand customers and more than EUR 1.4 billion assets under management.
INDEXO Bank, a credit institution licensed by the European Central Bank, serves over 29.1 thousand clients, with total client funds amounting to EUR 43.8 million and EUR 4.5 million in issued consumer loans.
Founded and headquartered in Latvia, INDEXO is a Nasdaq Riga-listed company with nearly 6,000 shareholders. Its mission is to fight for a better financial environment in Latvia and strengthen the well-being of Latvian residents by providing modern and personalized financial services. For more information visit www.indexo.lv.