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Notification on convocation of Annual Meeting of Shareholders of IPAS “Indexo”
Emitents Indexo, IPAS (875500AT8JI5HU41AY20)
Veids 2.2. Iekšējā informācija
Valoda EN
Statuss Publicēts
Versija
Datums 2024-03-01 17:40:16
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 that will take place on 25 of March 2024 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 the approval of the Company's consolidated and annual report, the election of the auditor, as well as the determination of remuneration for the auditor, approval of the remuneration policy, approval of the amendments to the Company's statutes and the new edition of Company's statutes with the aim of granting the Management Board the authority to increase the Company's share capital, as well as providing the amendments to the two existing Personal option programs of the Company. In addition, the shareholders will be introduced to the work completed with regards to the establishment of the new INDEXO Bank.

 

The agenda:

I. Operational issues of the Company:

1. Reports of the Company's Management Board, Council and auditor.
2. Approval of the Company's Consolidated and Annual Report for the year 2023 and related documents of the Company.
3. Election of an auditor for the year 2024.
4. Determination of the auditor’s remuneration.
5. Approval of Remuneration Policy of INDEXO Group.

II. Corporate and general decisions related to raising capital:

6. Approval of amendments to the Articles of Association and the new edition of the Articles of Association.
7. Cancelation of the Company's shareholders' pre-emptive rights.
8. The registration of the new dematerialized shares, that will be issued based on the authorization granted to the Management Board by the Article 3.6 of the new edition of the Article of Association to issue of up to 375,000 shares (three hundred seventy-five thousand shares) in Nasdaq CSD SE (central securities depository) and listing and trading of those shares on the Baltic Regulated Market (on the Baltic main List).
9. Authorization of the Management Board with regards to capital increase, that will be provided based on the authorization granted to the Management Board by Article 3.6. of the new edition of the Article of Association.

III. Amendments to the Company's existing personnel option programs:

10. To amend the terms of issue of the Company's personnel options approved by the Company's shareholders' meeting on March 24, 2022 (Personnel Option Program 2022).
11. To amend the terms of issue of the Company's personnel options approved by the Company's shareholders' meeting on March 24, 2022 (Personnel Option Program 2021).

 

Shareholders of the Company have until 8 March 2024 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 March 2024, 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 4 565 330 (four million five hundred sixty-five thousand three hundred thirty shares).

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 of March 2024 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 15 of March 2024. 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 25 of March 2024 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 18 of March 2024 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 25 of March 2024 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 for participation in the Meeting.
3. The Draft resolutions.
4. Voting form.
5. IPAS "Indexo" Consolidated and Company’s Annual Report for 2023 with auditor's opinion (iXBRL);
6. IPAS "Indexo" Consolidated and Company’s Annual Report for 2023 with auditor's opinion (PDF);
7. IPAS "Indexo" Corporate Governance Report for the year 2023;
8. IPAS "Indexo" Council Report;
9. IPAS "Indexo" Remuneration Report of the Company’s Management Board and the Council for the year 2023;
10. INDEXO Group Remuneration Policy;
11. Amendments to the Articles of Association;
12. The new edition of the Article of Association;
13. Board's report on the need to cancel the pre-emptive rights of the Company's shareholders and the selling price of the newly issued shares, amendments to the rules of option programs;
14. The new version of the terms of issue of the Company's personnel options (Personnel Option Program 2022) approved by the Company's shareholders' meeting on March 24, 2022.
15. The new version of the terms of issue of the Company's personnel options (Personnel Option Program 2021) approved by the Company's shareholders' meeting on March 24, 2022.

 

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 129 thousand customers and more than one billion 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
Email: ieva.bauma@indexo.lv
Phone: +371 28 636 789
www.indexo.lv

Pielikumi
01_Power-of-attorney.pdf (31.08 kB)
02_Application-form-for-participation-in-the-Meeting.pdf (128.77 kB)
03_IPAS-Indexo-draft-resolutions.pdf (49.35 kB)
04_IPAS-Indexo-Voting-form.pdf (181.79 kB)
05_IPAS-Indexo-gada-parskats-2023-ar-zinojumu-esef-ar-auditora-atzinumu.zip (4268.55 kB)
06_IPAS-Indexo-consolidated-and-separate-annual-report-2023-with-auditor-report.pdf (10437.12 kB)
07_IPAS-Indexo-Corporate-governance-report-2023.pdf (2959.41 kB)
08_IPAS-Indexo-Council-report.pdf (157.51 kB)
09_IPAS-Indexo-Remuneration-report-2023.pdf (1716.01 kB)
10_INDEXO-Grupas-Atalgojuma-politika.pdf (231.83 kB)
11_IPAS-Indexo-Statutu-grozijumi_Articles-of-Association-amendments.pdf (154.62 kB)
12_IPAS-Indexo-Statutu-jauna-redakcija_Articles-of-Association-new-edition.pdf (115.46 kB)
13_Board-report-preemptive-rights-cancellation-share-price.pdf (314.91 kB)
14_IPAS-Indexo-2022-gada-personala-opciju-programma.pdf (235.84 kB)
15_IPAS-Indexo-2021-gada-personala-opciju-programma.pdf (113.33 kB)