As previously reported, the terms of DelfinGroup staff options were approved at the 9 September 2021 shareholders' meeting, while the amendments to the option program were approved at the 28 March 2022 extraordinary shareholders' meeting.

The purpose of issuing the Company's share options is to reward the Company's employees, Management Board, and Supervisory Board members for successful work results, significant investment in the Company, and loyalty to the Company. Also, to motivate the Company's employees and management to take care of the development of the Company's activities in the long term, as well as to increase the number of employees of the Company and to increase the interest of the Management and Supervisory board members in the effective management of the Company.

The main, but not only, terms of the employee share option program are as follows.

1. The Company issues 450 000 employee options.

2. 450 000 dematerialized bearer shares of the same category with a nominal value of EUR 0.10 per share, which does not exceed 10% of the Company's paid-up share capital at the time when the decision of the Management or Supervisory Board on granting staff options, is intended to cover all personnel options.

3. Each share of the new issue of the Company obtained as a result of the conversion of the personnel option gives the shareholder the same rights as the existing shares of the Company, i.e., equal rights to receive dividends, liquidation quota, and voting rights in the Company.

4. The right to receive employee options belongs to those employees who meet the following conditions:

• the employee is in a valid legal employment relationship with the Company;
• the employee has been in an employment relationship (including as a Member of the Management or Supervisory Board, if applicable) with the Company for at least 3 calendar months before the options were granted;
• the employee has achieved the personal or the Company's joint business goals set for the employee in the employment agreement, the annual evaluation system, the Company's remuneration policy and the decisions of the Management or the Supervisory board.

5. The right to receive employee options belongs to those members of the Company's Management Board and Supervisory Board members who meet the following conditions:

• The Management Board member has been a member of the Company's Management or Supervisory Board for at least 3 of the last calendar months;
• The Management or Supervisory Board member has achieved the individual goals set for him by the Supervisory Board, and the Management / Supervisory Board member has contributed to achieving the common business goals.

6. One granted staff option entitles the Option holder to acquire one bearer share of the Company in dematerialized form.

7. Upon exercising their personnel options, option holders are entitled to receive the Company's newly issued shares for a fee. The price of one bearer share of the Company's new issue is EUR 0.10 (10 cents).

8. Staff options, within four years, can be granted in the following amounts by position category:

• up to 5 000 options for a board member;
• up to 50 000 options for a board member;
• up to 20 000 options for an employee.

The procedure and term for exercising personnel options.

1. The minimum term of holding employee options from their allocation to the day the option holder is entitled to exercise the option rights is 12 months. (“Holding period”).

2. After the Holding Period has ended, the Option Holder is entitled to acquire the newly issued shares of the Company by submitting an application to the Company ("Application for Acquisition of Shares") in accordance with the provisions on the conditional increase of the Company's share capital.

3. The option holder has the right to exercise the staff option granted to him from the next day after the Holding Period until the expiration of the Exercise Period specified in the Notice to the Option Holder. Personnel options that have not been exercised by the end of the Exercise Period are cancelled by the Management Board making a corresponding entry in the Company's personnel options register.

4. The company's Management Board decides to issue shares (increase the share capital) within 10 days after the Option holder's Application for acquiring shares is received.

5. The Supervisory Board of the Company shall amend the Company's Articles of Association, clarifying the size of the share capital, within a month after the Management Board has adopted a decision on the issue of the Company's new shares. The Management Board prepares and signs the full text of the statutes in the new version.

6. All rights (including voting rights) that are due to the shareholder as the acquirer of the newly issued shares of the Company (including the right to receive dividends) are acquired from the moment when (i) the increase of the share capital is registered in the commercial register of the Enterprise Register of the Republic of Latvia in accordance with the provisions of Article 261.1, Part Twelve of the Commercial Law and (ii) the Option Holder has paid for the new shares.

Procedure and term of payment of new shares, creation of Company's reserves.

1. The Option Holder can obtain the newly issued shares for a fee, paying EUR 0.10 for each new share.

2. The Option Holder pays for the newly issued shares by making a bank transfer to the Company's current account.

3. Payment for the new issue shares must be made at the same time as the subscription to the new shares by submitting an application to the Company to acquire shares.

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About DelfinGroup

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