Emitents | Indexo, IPAS (875500AT8JI5HU41AY20) |
Veids | 2.2. Iekšējā informācija |
Valoda | EN |
Statuss | Publicēts |
Versija | |
Datums | 2023-03-16 08:32:14 |
Versijas komentārs | |
Teksts |
On 28 February 2023 the Management Board of IPAS “Indexo”, registration number: 40203042988, legal address: Elizabetes street 13 - 1A, Riga, LV-1010, Latvia (hereinafter - Company), announced a notification on convocation of Annual Meeting of Shareholders on 30 March 2023. Taking into account the above, the Company's Management Board has determined and submits for approval to the Annual Meeting of Shareholders of 30 March 2023 the following draft resolutions taking into account the announced agenda points. Operational matters of the Company:
To take note of the reports of the Management Board and the Supervisory Board of the Company.
1) To take note of the independent auditor’s report on the Company’s results of financial year 2022. 2) To approve Consolidated and Separate Annual Report for 2022 prepared by the Management Board and reviewed by the Supervisory Board of the Company. 3) To approve Corporate governance report for the year 2022 prepared by the Management Board and reviewed by the Supervisory Board of the Company.
To take note of presentations of the Management Board on the action plan, budget and raising additional capital for 2023.
To elect PricewaterhouseCoopers SIA, registration number: 40003142793, legal address: Krišjāņa Valdemāra iela 21-21, Rīga, Latvija, LV-1010, as the Company’s auditor of the Annual Reports for the year 2023 in accordance with the expressed offer.
To determine the total remuneration for the auditor for audit of the Annual Reports for the year 2023 until the amount of EUR 109 263 EUR (one hundred nine thousand and two hundred sixty three euros), VAT included, and to instruct the Management Board of the Company to decide on the total remuneration for the auditor of the Annual Reports for the year 2023, taking into account the set limit of the remuneration, as well as to authorize the Management Board of the Company to sign the agreement with the elected Company’s auditor for the audit of the Annual Reports for the year 2023. Matters regarding personnel options of the Company:
To take note of the notification of the Management Board on personnel options and justification (opinion) of the Management Board regarding the necessity for conditional share capital increase of the Company.
1) To approve new edition of 30 May 2022 Terms of Issue of Personnel Options of the Company (Personnel Option Program 2021) (enclosed as a separate document in Annex No. 2). 2) To approve the amendments of Terms of Conditional Share Capital Increase of the Company (Personnel Option Program 2021) (enclosed as a separate document in Annex No. 3).
To approve new edition of 24 March 2022 Terms of Issue of Personnel Options of the Company (Personnel Option Program 2022) (enclosed as a separate document in Annex No. 4).
To approve the issue of 300 000 Company’s personnel options during Phase II of the Personnel Option Program 2022.
1) To approve the conditional share capital increase of the Company by EUR 300 000 (three hundred thousand euros) with a condition in accordance with Article 261.1 of the Commercial Law by issuing new shares of the Company which will be used to convert the personnel options of the Company during Phase II of the Personnel Option Program 2022. 2) To approve the Terms of Conditional Share Capital Increase of the Company (enclosed as a separate document in Annex No. 5). 3) To instruct the Management Board of the Company to submit all necessary documents for the registration of the Terms of Conditional Share Capital Increase of the Company in the Register of Enterprises of the Republic of Latvia and to perform other necessary actions for the execution of the adopted decision. Raising additional capital. General decisions in connection with the execution of secondary issuance:
1) To approve the secondary issuance in the range of 410 000 (four hundred and ten thousand) to up to 475 000 (four hundred and seventy five thousand) of the Company’s newly issued dematerialized bearer shares. 2) To approve the listing in the range of 410 000 (four hundred and ten thousand) to up to 475 000 (four hundred and seventy five thousand) Company's newly issued dematerialized bearer shares on the Baltic Regulated market (on the Baltic main list) of AS “Nasdaq Riga”. 3) To authorize the Management Board of making the decision of determining the number of the new dematerialized bearer shares to be issued within the range specified above in subsections 1 and 2.
1) To authorize the Management Board of the Company to perform all the necessary actions for listing of shares of the Company on the Baltic Regulated Market (on the Baltic main List) of AS “Nasdaq Riga”, to make the secondary public offering, for the registration (approval) of the universal registration document, securities note and the summary with the Bank of Latvia. 2) To authorize the Management Board of the Company to sign the Company’s universal registration document, securities note and the summary, as well as to make and approve adjustments, alterations and additions to the universal registration document, the securities note and the summary, if needed. 3) To authorize the Management Board of the Company to sign agreements or other documents related to listing and trading of shares of the Company’s secondary issuance on the Baltic Regulated Market (Baltic main List) of AS „Nasdaq Riga” and submit them to the AS „Nasdaq Riga”, Nasdaq CSD SE (depositary), as well as represent the Company in the Bank of Latvia, AS “Nasdaq Riga” and the Nasdaq CSD SE and in other organizations and/or their structural units. Corporate decisions in connection with the secondary issuance:
To take note of the justification (opinion) of the Management Board on the need for revocation of the Company's shareholders' pre-emptive rights and the sale price of the new issue share.
1) To increase the share capital of the Company within the range from EUR 410 000 (four hundred and ten thousand euros) to EUR 475 000 (four hundred and seventy five thousand euros), by issuing from 410 000 (four hundred and ten thousand) up to EUR 475 000 (four hundred and seventy five thousand) new dematerialized bearer shares with the sale price of one new issue share in the range of EUR 14,5 (fourteen point five euros) to EUR 17,5 (seventeen point five euros), including the nominal value of a share in the amount of EUR 1 (one euro) and the share premium in the range of EUR 13,5 (thirteen point five euros) to EUR 16,5 (sixteen point five euros). 3) To authorize the Management Board of the Company to determine the sale price of one new issue dematerialized bearer share within the mentioned range of EUR 14,5 (fourteen point five euros) to EUR 17,5 (seventeen point five euros). 3) To instruct the Management Board of the Company to submit all necessary documents for the registration of changes in the Register of Enterprises of the Republic of Latvia and perform other actions required to execute the taken decision.
To revoke the pre-emptive rights of the Company's shareholders to the newly issued shares of the Company.
1) To approve the Terms of Share Capital Increase of the Company (enclosed as a separate document in Annex No. 6). 2) To authorize the Management Board of the Company the rights to formally clarify, specify and sign the information specified in Terms of Share Capital Increase about the Company’s number of shares to be issued and the share capital in accordance with the de facto situation, without changing the information by nature, if other changes in the Company's share capital have taken place, which have been registered in the Register of Enterprises of the Republic of Latvia after 30 March 2023, as well as, based on the authorization given to the Management Board, to determine the number of shares to be issued and the matters with respect to the capital to be increased within the limits approved in the agenda point No. 11. 3) To instruct the Management Board of the Company to submit all necessary documents for the registration of the Terms of Share Capital Increase of the Company in the Register of Enterprises of the Republic of Latvia and to perform other necessary actions for the execution of the adopted decision.
1) To approve amendments to the Articles of Association of the Company (enclosed as a separate document in Annex No. 7). 2) To approve new edition of the Articles of Association of the Company (enclosed as a separate document in Annex No. 8). 3) To designate the Management Board of the Company as responsible to submit all the necessary documents for the registration of amendments to the Articles of Association to the Register of Enterprises of the Republic of Latvia and perform other actions required to execute the taken decisions. 4) To grant the Management Board of the Company rights to formally clarify, specify and sign the information specified in the amendments and the new edition to the Articles of Association about the Company’s number of shares and share capital in accordance with the de facto situation, without changing the information by nature, if other changes in the Company's share capital have taken place, which have been registered in the Register of Enterprises of the Republic of Latvia after 30 March 2023, as well as, based on the authorization given to the Management Board, to determine the number of new shares to be issued within the limits approved in the agenda point No. 11. Decisions concerning the members of governance bodies:
1) To recall all the current members of the Supervisory Board of the Company: Toms Kreicbergs; Valdis Vancovičs; Renāts Lokomets; Svens Dinsdorfs. 2) To elect the following persons as members of the Supervisory Board of the Company for five years, with the term of office starting 30 March 2023: Valdis Vancovičs; Renāts Lokomets; Svens Dinsdorfs; Ramona Miglāne; Ivita Asare. 19. Determination of the remuneration for members of the Supervisory Board. To set the remuneration for the fulfilment of duties as a member of the Supervisory Board of the Company for each member in the amount of EUR 500 per meeting in which the person has taken part in.
Annexes:
The Management Board of IPAS “Indexo”
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 100 thousand customers and more than EUR 600 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
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