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Published: 2023-02-28 18:04:45 CET
INDEXO
Notice to general meeting

Notification on convocation of Annual Meeting of Shareholders of IPAS “Indexo”

The Management Board of IPAS “Indexo”, registration number 40203042988, legal address Elizabetes street 13 - 1A, Riga, LV-1010, Latvia (hereinafter – Company), hereby convenes and announces that the Annual Meeting of Shareholders of the Company will take place on 30 March 2023 at 10.00 in presence at Radisson Blu Latvia Conference & Spa Hotel, 55 Elizabetes street, Riga, LV-1010 (hereinafter – Meeting). The Management Board of the Company will provide the shareholders with the possibility to connect to the Meeting remotely, without physical attendance.

The agenda:

  1. Operational matters of the Company:
    1. Reports of the Management Board and the Supervisory Board.
    2. Approval of the Annual Report for 2022 of the Company.
    3. Presentations of the Management Board on the action plan, budget and raising additional capital for 2023.
    4. Election of an auditor for the year 2023.
    5. Determination of the auditor’s remuneration.
  2. Matters regarding personnel options of the Company:
    1. 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.
    2. 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.
    3. 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.
    4. Approval of the issue of the personnel options of the Phase II of the Company’s Personnel Option Program 2022.
    5. The conditional share capital increase of the Company and approval of the terms of conditional share capital increase of the Company.
  3. 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.
       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.
  4. 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.
       14. An increase of the share capital of the Company.
       15. Revocation of the Company's shareholders' pre-emptive rights.
       16. Approval of the Terms of Share Capital Increase of the Company.
       17. Approval of amendments to the Articles of Association and the new edition of the Articles of Association.
  5. Decisions concerning the members of governance bodies:
      18. The recall of current members of the Supervisory Board and election of the Supervisory Board.
      19. Determination of the remuneration for members of the Supervisory Board.

Shareholders of the Company have until 7 March 2023 at 18.00 the right to submit draft resolutions on the issues included in the agenda of the Meeting.

The shareholders of the Company and their legal representatives, representing at least 5% of the Company’s total shares with voting rights, have the right to request the Management Board to include additional items on the agenda of the meeting until 7 March 2023, by delivering them together with draft resolutions or explanations, if decisions are not intended to be taken, to the legal address of the Company at Elizabetes street 13 - 1A, Riga, LV-1010, Latvia to the Company’s employees upon presentation of and identity document or by sending them to the e-mail address info@indexo.lv signed with a safe electronic signature.

The shareholders of the Company have the right to ask questions regarding the issues of the agenda of the Meeting at least seven days before the Meeting by submitting a written request to the Management Board of the Company.

The total amount of shares and the total amount of the shares with voting rights of the Company is 3 568 511 (three million five hundred sixty-eight thousand five hundred and eleven).

Shareholders can review the draft resolutions for issues on the agenda or explanations regarding issues of the agenda, in which taking of decisions is not intended, free of charge from 16 March 2023 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, but on the day of the Meeting – at the place of registration.

Voting in writing prior to the Meeting

The Management Board of the Company will 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 Elizabetes street 13 - 1A, Riga, LV-1010, 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 will be available on the Company 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 will be published together with the draft resolutions of the Meeting.

Shareholders of the Company may vote in writing prior to the Meeting starting from 17 March 2023 at 9.00. A vote in writing prior to the Meeting will be considered if received by 29 March 2023 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 22 March 2023. 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 30 March 2023 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 Elizabetes street 13 - 1A, Riga, LV-1010, Latvia to the Company’s employees upon presentation of and identity document by 23 March 2023 at 18.00. If the shareholder (representative) wants to participate in the Meeting remotely, a copy of shareholder’s (representative’s) identification document together with contacts (phone number and e-mail) should be attached to the application form in order to carry out identification of the shareholder (representative).
  2. shareholders (representatives) applied for participation in the Meeting remotely will receive an individual connection link to the Meeting by indicated e-mail until 30 March 2023 at 9.00.
  3. shareholders (representatives) who have applied for participation in the Meeting remotely using the link provided must join the Meeting not later than at 9.15 of the day of the Meeting and be prepared to present a personal identification document to carry out the video identification.
  4. the video and audio streaming of the Meeting and the video identification process will be recorded.
  5. 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 30 March 2023 from 9.00 to 9.45 at the Meeting venue. Shareholders (representatives) should present passport or other identification document upon registration.

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. Annual Report of the Company 2022.
  2. Corporate Governance Report 2022.
  3. Amendments to the Articles of Association.
  4. New redaction of the Articles of Association.
  5. Power of attorney form.
  6. Application form for participation at the Meeting.

 

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


01_ipas-indexo-gada-parskats-2022-ar-zinojumu.edoc.zip
02_ipas-indexo-corporate-governance-report-2022.pdf
03_ipas-indexo-amendments-to-the-articles-of-assocation.pdf
04_ipas-indexo-new-redaction-of-the-articles-of-association.pdf
05_power-of-attorney-form.docx
06-application_form.docx