February 25, 2022
Notification on convocation of Extraordinary Meeting of Shareholders of AS DelfinGroup
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 Extraordinary Meeting of Shareholders of the Company will take place on 28 March 2022 at 15:00 at Skanstes City Conference centre, at Skanstes iela 50, 1st entry.
- Approval of the Company's financial statements for the 4th quarter and 12 months ended 31 December 2021.
- Payment of extraordinary dividends of the Company.
- Approval of amendments to the regulations of the Company's employee share options 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 shareholders meeting in presence will be held considering restrictions for gathering set out by the government of Republic of Latvia due to the Covid-19 pandemic.
The record date for shareholders’ participation at the Extraordinary Meeting of shareholders of the Company is 18 March 2022. 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 Extraordinary Meeting of shareholders of the Company on 28 March 2022 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 - http://www.oricgs.lv 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 http://www.oricgs.lv as well as on AS “Nasdaq Riga” webpage at www.nasdaqbaltic.com. Such a vote will be considered if received by 27 March 2022. 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:
- 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 22 March 2022 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.
- Shareholders applied for participation in the meeting remotely will receive an individual connection link to the meeting by indicated e-mail until 28 March 2022 at 10:00.
- Shareholders who have applied for participation in the meeting remotely using the link provided must join the meeting not later than at 14:30 and be prepared to present a personal identification document to carry out the video identification.
- The video and audio streaming of the meeting and the video identification process will be recorded.
- 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 28 March 2022 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 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 the Company is 45 319 594.
Power of attorney form and application form for participation at AS DelfinGroup shareholders’ meeting.
Interim condensed consolidated financial statements for the twelve-month period ended 31 December 2021 and proposal of Management Board on distribution of extraordinary dividends.
The voting form will be published together with the draft resolutions of the meeting.
The Management Board of AS DelfinGroup
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 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 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.