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 Extraordinary Meeting of Shareholders of the Company, that will take place on 2nd of September 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 adopt significant decisions concerning the Company’s future development, governance, and capital structure. First and foremost, it is planned to approve an increase in the Company’s share capital in connection with the voluntary share buyback offer for the acquisition of shares in AS “DelfinGroup” and the share purchase transaction with VAIRO IPAS. The capital increase is necessary to secure the funds required for these transactions and to strengthen the Company’s financial foundation for future growth. At the same time, it is planned to approve a new version of the Company’s Articles of Association, incorporating amendments that authorize the Management Board to increase the Company’s share capital in certain cases.
The agenda:
ISSUES RELATED TO THE SHARE CAPITAL INCREASE:
1) Management Board’s justification (report) regarding the voluntary share buyback offer, the increase of the share capital, the necessity to waive shareholders’ pre-emptive rights, and the pricing of the newly issued shares.
I. Share Capital Increase in Connection with the Voluntary Share Buyback Offer for the Acquisition of Shares in AS “DelfinGroup”.
2) Increase of the Company’s share capital in connection with the voluntary share buyback offer for the acquisition of shares in AS “DelfinGroup”.
3) Waiver of the Company shareholders’ pre-emptive rights.
4) Approval of the terms and conditions for the share capital increase.
5) Approval of amendments to the Articles of Association and the new wording of the Articles of Association.
6) Authorization of the Management Board to carry out organizational matters related to the voluntary share buyback offer for the acquisition of shares in AS “DelfinGroup”.
II. Share Capital Increase in Connection with the VAIRO IPAS Transaction.
7) Increase of the Company’s share capital in connection with the VAIRO IPAS transaction.
8) Waiver of the Company shareholders’ pre-emptive rights.
9) Approval of the terms and conditions for the share capital increase.
10) Approval of amendments to the Articles of Association and the new wording of the Articles of Association.
11) Authorization of the Management Board to carry out organizational matters related to the Company’s share capital increase.
III. Authorization of the Management Board to Increase Share Capital – Amendments to the Authorization Set Forth in the Company’s Articles of Association.
12) Approval of the amendments to the Articles of Association and the new wording of the Articles of Association.
13) Waiver of the Company shareholders’ pre-emptive rights.
14) Registration of the newly issued dematerialized shares of the Company, which will be issued based on the authorization granted to the Management Board under Clause 3.6 of the new wording of the Articles of Association, with Nasdaq CSD SE (central securities depository), and admission to listing and commencement of trading on the Baltic regulated market (Baltic Main List) of the joint stock company “Nasdaq Riga”.
15) Authorization of the Company’s Management Board and Supervisory Board in relation to the share capital increase to be carried out pursuant to the authorization granted under Clause 3.6 of the new wording of the Articles of Association.
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 19th of August 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 26th of August 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 at the Company's registered office: 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 5 061 225 (five million sixty-one thousand two hundred twenty-five 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 an identity document.
For voting in writing, prior to the Meeting, a voting form must 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 1st of September 2025 at 16:00. 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 25th of August 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 2nd of September 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 an identity document by 1st of September 2025 at 16.00.
2. the registration of shareholders (representatives) who have applied for participation in the Meeting in presence will take place on the day of the Meeting on 2nd of September 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 passport or other identification document upon registration.
3. During the meeting, video and audio streaming will be provided, which all shareholders of the Company will be able to access. To register for viewing the stream, shareholders must submit a completed registration form to the Company by 6:00 PM on 1st of July 2025, indicating the appropriate option and providing an email address to which an invitation to join the shareholders' meeting on 2nd of September 2025, will be sent.
Please note that this stream is not considered remote participation in the meeting and is for informational purposes only. Shareholders will not be able to vote electronically while watching the stream. Voting is possible either:
- by attending the meeting in person, or;
- in advance, by submitting a completed voting form to the Company in accordance with the procedure set out in this notice.
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. Proxy form
3. Draft resolutions of the Shareholders’ Meeting
4. Voting form
5. Terms for the increase of the Company’s share capital_DelfinGroup
6. Amendments to the Articles of Association
7. New version of the Articles of Association
8. Terms for the increase of the Company’s share capital_VAIRO
9. Amendments to the Articles of Association
10. New version of the Articles of Association
11. Amendments to the Articles of Association__Authorization of the Management Board
12. New version of the Articles of Association
13. Management Board report on the necessity to waive shareholders’ pre-emptive rights and on the sale price of the newly issued shares
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 almost 145 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 39 thousand clients, with total client funds amounting to EUR 49.9 million and EUR 18.8 million in issued consumer loans.
Founded and headquartered in Latvia, INDEXO is a Nasdaq Riga-listed company with more than 6,400 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.
Contact information:
Ieva Bauma
INDEXO Head of Marketing and Communications
E: ieva.bauma@indexo.lv
P: +371 28 636 789