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Notification on convocation of Extraordinary Meeting of Shareholders of IPAS “Indexo”
Emitents Indexo, IPAS (875500AT8JI5HU41AY20)
Veids 2.2. Iekšējā informācija
Valoda EN
Statuss Publicēts
Versija
Datums 2023-11-01 16:54:07
Versijas komentārs
Teksts

The Management Board of IPAS “Indexo”, registration number 40203042988, legal address Elizabetes street 13 - 1A, Riga, LV-1010, Latvia (hereinafter – Company), hereby convenes and announces that the Extraordinary Meeting of Shareholders of the Company will take place on 23 November2023 at 10:00 in presence at  Radisson Blu Latvia Conference & Spa Hotel, 55 Elizabetes street, Riga, LV-1010 (hereinafter – Meeting).

The purpose of the Meeting is to familiarize the shareholders with the work done on the creation of a new bank, including the bank's market approach, technological solutions, mobile application, the expected schedule for the introduction of banking services and the financial model of the bank's development and future projections, and to make a decision on the Company’s share capital increase and issue of new shares. The management of the Company is reasonably confident that capital increase is the last significant milestone necessary for AS IDX1R (INDEXO Bank) to be able to acquire credit institution license and commence bank’s operations.

 

The agenda:

  1. Raising additional capital. General decisions in connection with the execution of secondary issuance:
    1. Justification (opinion) of the Management Board on establishing process of INDEXO Bank, share capital increase, the need for revocation of the Company's shareholders' pre-emptive rights and on the sale price of the new issue shares.  
    2. Approval of carrying out the secondary issuance of the newly issued shares of the Company, registration of shares in the Nasdaq CSD SE (central securities depository) and listing the Company’s shares on AS “Nasdaq Riga” Baltic Regulated market.

  2. Corporate decisions in connection with the secondary issuance:
    1. Increase of Company’s share capital.
    2. Revocation of the Company's shareholders' pre-emptive rights.
    3. Approval of the Terms of Share Capital Increase of the Company.
    4. Approval of amendments to the Articles of Association and the new edition of the Articles of Association.
    5. Authorization of the Management Board of the Company to perform all the necessary actions with respect to the secondary issuance of the Company’s shares.
    6. Cancellation of the general and corporate decisions of the Company's shareholders meeting from March 30, 2023 related to the secondary share issue of the Company (agenda points 11.-17. of the shareholders' meeting minutes No. 1-2023).

 

Shareholders of the Company have until 8 November 2023 at 18:00 the right to submit draft resolutions on the issues included in the agenda of the Meeting.

The shareholders of the Company and their legal representatives, representing at least 5% of the Company’s total shares with voting rights, have the right to request the Management Board to include additional items on the agenda of the meeting until 8 November 2023, by delivering them together with draft resolutions or explanations, if decisions are not intended to be taken, to the legal address of the Company at Elizabetes street 13 - 1A, Riga, LV-1010, Latvia to the Company’s employees upon presentation of and identity document or by sending them to the e-mail address info@indexo.lv signed with a safe electronic signature.

The shareholders of the Company have the right to ask questions regarding the issues of the agenda of the Meeting at least seven days before the Meeting by submitting a written request to the Management Board of the Company.

The total amount of shares and the total amount of the shares with voting rights of the Company is 3 795 407 (three million seven hundred ninety-five thousand four hundred and seven).

Shareholders can review 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, but 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 will 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 Elizabetes street 13 - 1A, Riga, LV-1010, Latvia to the Company’s employees upon presentation of and identity document.

For voting in writing prior to the Meeting a voting form has to be used, which will be available on the Company 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 will be published together with the draft resolutions of the Meeting.

A vote in writing prior to the Meeting will be considered if received by 22 November 2023 at 18.00. 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 14 November 2023. 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 23 November 2023 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 Elizabetes street 13 - 1A, Riga, LV-1010, Latvia to the Company’s employees upon presentation of and identity document by 16 November 2023 at 18.00. If the shareholder (representative) wants to participate in the Meeting remotely, a copy of shareholder’s (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 (representative).
  2. the registration of shareholders (representatives) who have applied for participation in the Meeting in a presence will take place on the day of the Meeting on 23 November 2023 from 9:00 to 9:45 at the Meeting venue. Shareholders (representatives) should present passport or other identification document upon registration.
  3. During the Meeting, there will be video and audio streaming of the Meeting, that all shareholders of the Company will be able to connect to. Such Meeting streaming shall not be considered as equivalent to a remote meeting and is intended for informational purposes only. During the streaming of the Meeting, shareholders will not be able to vote on issues to be considered at the Meeting by means of electronic communication. Shareholders can only vote at the Meeting in person or in writing by submitting a voting form to the Company before the Meeting in accordance with order set in present announcement.

 

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. Power of attorney.
  2. Application form to participate in the Meeting.
  3. The draft resolutions.
  4. Voting form.
  5. Terms of share capital increase.
  6. Amendments to the Articles of Association.
  7. Articles of Association.

 

About INDEXO

INDEXO is an asset management company licensed by the Bank of Latvia, which offers modern 2nd and 3rd pillar pension saving plans in Latvia. INDEXO is the fastest growing pension management company in Latvia with more than 120 thousand customers and more than EUR 800 million in assets under management.

INDEXO was established in 2017 by a group of 30 experienced business representatives and managers with an aim to fight for a better financial environment in Latvia. INDEXO vision is to become a financial services group, offering modern and customized services that empower Latvian people to take care of their financial wellbeing.

More information available at www.indexo.lv

         Contact information:
         Ieva Bauma
         IPAS “Indexo”
         Board member, marketing manager
         E-mail: ieva.bauma@indexo.lv
         Phone: + 371 28 636 789

Pielikumi
01_power-of-attorney-form.docx (22.69 kB)
02_application_form.docx (23.24 kB)
03_Draft resolutions of the Extraordinary Meeting of Shareholders of IPAS.pdf (42.87 kB)
04_IPAS Indexo Voting form.docx (40.40 kB)
05_IPAS Indexo Pamatkapitala palielinasanas noteikumi.pdf (159.94 kB)
06_IPAS Indexo Statutu grozijumi.pdf (103.92 kB)
07_IPAS Indexo Statutu jauna redakcija.pdf (108.73 kB)