November 10, 2021
Notification on convocation of Extraordinary Meeting of Shareholders of AS DelfinGroup
The Management Board of AS DelfinGroup, registration number: 40003844254, legal address: Skanstes iela 50A, Riga, LV-1013, Latvia, hereby convenes and announces that the Extraordinary Meeting of Shareholders of AS DelfinGroup will take place on 10 December 2021 at 15:00 at Skanstes City Conference centre, at Skanstes iela 50, 1st entry.
Taking into account the national restrictions applicable in respect to physical distancing and epidemiological safety measures, the Management Board of the company will provide the shareholders with the possibility to connect to the meeting remotely, without physically attending the meeting.
Shareholders wishing to attend the meeting in person must present interoperable SARS-CoV-2 (COVID-19) recovery or vaccination certificate prior to the registration for the meeting, as well as present a passport or other personal identification document at the registration.
To apply for participation in the meeting in person, shareholders must send a published meeting application form signed with a secure electronic signature to e-mail: IR@delfingroup.lv or by post, signed in paper form and sent to the legal address of the company at Skanstes iela 50A, Riga, LV-1013, Latvia, by 30 November 2021.
The number of participants that can attend the shareholders’ meeting in person is limited. The number of attendees in person at the meeting is limited to ten shareholders and can be changed according to the physical distance restrictions applicable on the day of the shareholders’ meeting.
Shareholders will be informed about the reservation for participation in the meeting in person after receiving the shareholder's application. Taking into account the epidemiological situation in the country and restrictions on physical distance in place, shareholders are invited to assess the need for physical attendance at the meeting and to exercise the right to vote in writing prior to the shareholders' meeting or to participate and vote remotely by electronic means of communication.
The agenda of the meeting includes the following items:
- Decision on the new issue of bonds of the Company;
- Decision on payment of extraordinary dividends of the Company.
The shareholders can attend the meeting either in person or through their legal representatives or authorized persons and vote physically in person, or use the rights to participate and vote remotely, using electronic means of communication, as well as to vote in writing before the shareholders meeting.
Voting prior to the meeting
Shareholders are invited to exercise their right to vote in writing before the shareholders' meeting, using a secure electronic signature, by sending a vote 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, with a notarized signature on the voting form.
The voting form which will be available at AS DelfinGroup webpage at www.delfingroup.lv and AS Nasdaq Riga webpage at www.nasdaqbaltic.com must be used for voting. Such a vote will be taken into account if received by 9 December 2021. The voting form will be published together with the draft resolutions of the meeting.
Shareholders with such a vote 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.
If a shareholder has voted before the meeting, this does not prevent him/her from attending the meeting physically in person, following the procedure for prior application for physical participation mentioned above, or joining the meeting remotely and participating in the voting. In this case, the vote previously cast by the shareholder will be cancelled and the vote casted during the meeting will be taken into account.
The record date for shareholders’ participation at the Extraordinary Meeting of shareholders of AS DelfinGroup is 2 December 2021. Only the persons which are shareholders on the record date are authorized to participate in the Extraordinary Meeting of shareholders of AS DelfinGroup on 10 December 2021 with the number of shares held by them on the record date.
Remote registration and voting at the meeting
The registration and identification of shareholders who wish to participate in the meeting remotely will take place in the following order:
- The shareholders must send a published meeting application form signed with a secure electronic signature together with a copy of identification document to the e-mail address: IR@delfingroup.lv or a signed meeting application paper form by post together with a copy of identification document to the legal address of the company Skanstes iela 50A, Riga, LV-1013, Latvia, by 6 December 2021 at 17:00.
Representatives of shareholders must also attach to the e-mail or parcel a notarized or otherwise legally binding copy of the written power of attorney of the represented shareholder.
- Shareholders applied for participation in the meeting remotely will receive an individual connection link to the meeting by indicated e-mail until 10 December 2021 at 10:00.
- A video identification will be held on the day of the meeting for security purposes during the meeting time. Shareholders who have applied for the meeting remotely using the link provided must join the meeting not later than at 11:00 and be prepared to present a personal identification document using the video so that the Chairman of the meeting can compare the image of the shareholder or representative with the image shown on the identity document. During the video identification, the head, shoulders, face without shading of the person and a clearly visible image in the presented document must be visible.
The video and audio streaming of the meeting and the video identification process will be recorded.
Registration of shareholders for participation physically in person will take place on the day of the shareholders’ meeting on 10 December 2021 from 13:30 to 14:00 at the meeting venue. Shareholders must present interoperable SARS-CoV-2 (COVID-19) recovery or vaccination certificate prior to the registration for the meeting, as well as present a passport or other personal identification document at the registration.
The shareholders can attend the meeting either in person or through their legal representatives or authorized persons. Upon registration, the shareholders must present a passport or other identification document. In case the shareholder participates through a representative, the representative or authorized person must also present a written notarized power of attorney issued by the respective shareholder (the form of the power of attorney is available on the website of AS DelfinGroup at www.delfingroup.lv and on the website of AS Nasdaq Riga at www.nasdaqbaltic.com), while legal representatives must present a document certifying their authorization.
The shareholders and their legal representatives, representing at least 5% of the total shares with voting rights, have the right to request the Management Board to include additional points on the agenda of the meeting until 17 November 2021, by sending them by post to the legal address of the company at Skanstes iela 50A, Riga, LV-1013, Latvia, or by sending them to the e-mail address: IR@delfingroup.lv signed with a safe electronic signature.
Shareholders can review the draft resolutions for items on the agenda free of charge from 26 November 2021 to 10 December 2021, on the website of AS DelfinGroup at www.delfingroup.lv, and on the day of the shareholders’ meeting – at the place of registration.
The total amount of shares and the total amount of the shares with voting rights of AS DelfinGroup is 45 319 594.
About AS DelfinGroup
AS DelfinGroup is a licenced technology-based financial services company that was established in 2009 and operates under the brand names Banknote and VIZIA. The company continuously develops and offers consumer and pawn loans, loans developed for senior citizens, Buy now pay later loans (BNPL loans), as well as sale of pre-owned goods both online and at more than 90 branches across Latvia. On average, 35,000 thousand loans are issued every month and serviced by the professional team of more than 270 AS DelfinGroup employees. The company has a total of over 400,000 registered customers. Since 2014, AS DelfinGroup has been known on the Nasdaq Riga Stock Exchange as a bond issuer and since 2021 as a share issuer on the Baltic Main List. The company’s IPO in 2021 was the largest in the history of Latvia in terms of investor activity having attracted almost 6000 new shareholders. The company regularly pays dividends to its shareholders. In 2020, the company's net loan portfolio grew to EUR 34.6 million, while its EBITDA reached EUR 9.3 million, with profits before income tax for dividends EUR 4.65 million. The company’s sustainability is based on focused corporate governance, fintech innovation, responsible lending, financial inclusion and facilitating the circular economy. The company has been profitable every year since 2010.