DelfinGroup
Notice to general meeting

CORRECTION: Notification on convocation of the Annual General Meeting of Shareholders of AS DelfinGroup

*Adjusted the record date for participation in the Annual General Meeting from 21 May to 22 May. 

The Management Board of AS DelfinGroup, registration number: 40103252854, legal address: Skanstes iela 50A, Riga, LV-1013, Latvia (hereinafter – the “Company”), hereby convenes and announces that the Annual General Meeting of Shareholders of the Company will take place on 30 May 2024 at 15:00 at Skanstes City Conference centre, at Skanstes iela 50, 1st entry.

The agenda:

1. Reports of the Management Board, the Supervisory Board and statement of the sworn auditor, approval of the Annual report for 2023.
2. Distribution of the profit.
3. Approval of the Unaudited consolidated interim report January – March 2024.
4. Payment of extraordinary dividends of the Company.
5. Amendments to the Articles of Association.
6. Changes to the Shares option program.

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

The record date for shareholders’ participation at the Annual Meeting of shareholders of the Company is 22 May 2024. 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 Annual General Meeting of shareholders of the Company on 30 May 2024 as well as to vote in writing before the shareholders' meeting.

Shareholders have a right to participate in the 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 the  Company – www.delfingroup.lv/shareholders-meetings on website of the Central Storage of Regulated Information - https://csri.investinfo.lv/en/  and website of joint stock company 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 e-mail: IR@delfingroup.lv or signed in paper form by post to the legal address of the Company at Skanstes iela 50A, Riga, LV-1013, Latvia.

The required voting form will be available on the Company webpage at www.delfingroup.lv/shareholders-meetings, on website of the central storage of regulated information https://csri.investinfo.lv/en/ as well as on AS “Nasdaq Riga” webpage at www.nasdaqbaltic.com.  Such a vote will be considered if received by 29 May 2024 (including). The voting form will be published together with the draft resolutions of the meeting.

Shareholders who voted before the meeting will be considered present at the 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 meeting

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

1. The shareholder must send the application form signed with a secure electronic signature to the e-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, Latvia, by 24 May 2024 at 17:00. If the shareholder wants to participate in the meeting remotely a copy of shareholder’s (or 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.
2. Shareholders applied for participation in the meeting remotely will receive an individual connection link to the meeting by indicated e-mail until 30 May 2024 at 10:00.
3. Shareholders who have applied for participation in the meeting remotely using the link provided must join the meeting 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 meeting and the video identification process could be recorded.
5. The registration of shareholders who have applied for participation in the meeting in a presence will take place on the day of the shareholders’ meeting on 30 May 2024 from 14:00 to 14:45 at the 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 15 May 2024 (including). 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 23 May 2024 (including). If a shareholder submits a written request to the Management Board no later than by 23 May 2024 (including), the Management Board will provide all the requested information on the issues included in the agenda no later than on 27 May 2024. All the above mentioned correspondence should be sent to the e-mail address: IR@delfingroup.lv signed with a safe electronic signature or by post to the legal address of the Company at Skanstes iela 50A, Riga, LV-1013, Latvia.

The audited annual report of the company for 2023, the unaudited interim financial report for January-March 2024, the amendments to the Articles of Association are attached to this notification, while the Management Board's proposal for the distribution of profits and the payment of extraordinary dividends, the Supervisory Board’s report, the draft resolutions, the draft of the changes to the Shares option program and voting forms will be published no later than 14 days before the shareholders' meeting.

Information on the shareholders’ meeting is also available on the website of AS DelfinGroup at www.delfingroup.lv and on the website of AS Nasdaq Riga at www.nasdaqbaltic.com. The total amount of shares and the total amount of the shares with voting rights of the Company is 45 377 505.

Annexes:

1. The audited annual statements of the company for 2023 with auditor’s report;
2. The Corporate Governance Report for 2023;
3. The Remuneration Report for 2023;
4. The unaudited interim financial report for January-March 2024;
5. The amendments to the Articles of Association;
6. The power of attorney form;
7. The application form for participation.

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.

         For further information, please contact:
         Aldis Umblejs,
         DelfinGroup Chief Financial Officer
         Phone: +371 26189988
         E-mail: IR@delfingroup.lv