The Management Board of AS DelfinGroup, registration number: 40103252854, legal address: Skanstes iela 50A, Riga, LV-1013, the Republic of Latvia (hereinafter – the “Company”), hereby, by request of the shareholder, in accordance with the Article 270(1) of the Commercial Law convenes and announces that an Extraordinary Shareholders’ Meeting of the Company will take place on 3 July 2025 at 15:00 at Riga, Skanstes City Conference centre, Skanstes iela 50, 1^st entry.

Agenda:

1. Election (re-election) of the Supervisory Board of AS “DelfinGroup”;
2. Election (re-election) of the Risk and Audit Committee of the Supervisory Board of AS “DelfinGroup”.

The Management Board of the Company will provide the shareholders with the possibility to vote before the shareholders’ meeting and to connect to the shareholders’ meeting remotely, without physical attendance.

The record date for shareholders’ participation at the Extraordinary Meeting of shareholders of the Company is 25 June 2025. 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 3 July 2025, as well as to vote in writing before the shareholders' meeting.

Shareholders have a right to participate in the shareholders’ 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 of the  Company – www.delfingroup.lv/shareholders-meetings, on website of the Central Storage of Regulated Information – https://csri.investinfo.lv/en/ and on website of AS Nasdaq Riga – http://www.nasdaqbaltic.com.

Voting prior to the shareholders’ 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 electronical mail address: IR@delfingroup.lv or signed in paper form by post to the legal address of the Company: Skanstes iela 50A, Riga LV-1013, the Republic of Latvia.

The required voting form will be available on website of the Company – www.delfingroup.lv/shareholders-meetings, on website of the Central Storage of Regulated Information – https://csri.investinfo.lv/en/ and on website of AS Nasdaq Riga webpage at www.nasdaqbaltic.com.  Such a vote will be considered if received by 2 July 2025. The voting form will be published together with the draft resolutions of the shareholders’ meeting.

Shareholders who voted before the shareholders’ meeting will be considered present at the shareholders’ 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 shareholders’ meeting

The registration and identification of shareholders will take place in the following order:

1. A shareholder must send the application form signed with a secure electronic signature to the electronical 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, the Republic Latvia, by 17:00 on 1 July 2025. If the shareholder wants to participate in the shareholders’ meeting remotely, a copy of shareholder’s (or representative’s) identification document together with contacts (phone number and electronical mail address) should be attached to the application form in order to carry out identification of the shareholder.
2. Shareholders applied for participation in the shareholders’ meeting remotely will receive a connection link to the meeting by indicated electronical mail address by 13:30 on 3 July 2025.
3. Shareholders who have applied for participation in the shareholders’ meeting remotely using the link provided must join the shareholders’ meeting on the day of the shareholders’ meeting (3 July 2025) from 14:00 to 14:30 and be prepared to present a personal identification document to carry out the video identification.
4. The video and audio streaming of the shareholders’ meeting and the video identification process could be recorded.
5. The registration of shareholders who have applied for participation in the shareholders’ meeting in a presence will take place on the day of the shareholders’ meeting (3 July 2025) from 14:00 to 14:45 at the shareholders’ meeting venue. Shareholders or their representatives should present passport or other identification document upon registration.

The shareholders representing at least one-twentieth of the Company's share capital, have the right to request the Management Board to include additional points on the agenda of the meeting no later than by 18 June 2025. Shareholders representing at least one-twentieth of the Company's share capital have the right to submit draft decisions on the issues included in the agenda of the meeting no later than by 26 June 2025. If a shareholder submits a written request to the Management Board no later than by 26 June 2025, the Management Board will provide all the requested information on the issues included in the agenda no later than on 30 June 2025. All the above-mentioned correspondence should be sent to the electronical mail address: IR@delfingroup.lv signed with a safe electronic signature or by post to the legal address of the Company: Skanstes iela 50A, Riga LV-1013, the Republic of Latvia.

The draft resolutions and voting forms are published together with this notice.

On the Election (Re-election) of the Supervisory Board

Article 296(9) of the Commercial Law provides that if a member of the Supervisory Board resigns or is removed from office before the end of the term of office, the new elections of Supervisory Board members shall be held, in which the entire composition of the Supervisory Board is re-elected.

According to Article 296(4) of the Commercial Law, a shareholder or a group of shareholders has the right to nominate candidates for election to the Supervisory Board in such a manner that, when dividing the voting capital represented by the shareholder or group of shareholders by the number of candidates nominated, each candidate receives no less than five percent of the voting capital represented at the shareholders’ meeting. Each candidate nominated in this manner shall be included in the list of candidates for election to the Supervisory Board.

According to Article 296(5) of the Commercial Law, a shareholder has the right to cast all of their votes for one or more of the candidates included in the list of candidates for the Supervisory Board, in any proportion in whole numbers.

According to Article 296(6) of the Commercial Law, the individuals who receive the highest number of votes shall be considered elected to the Supervisory Board, subject to the maximum number of Supervisory Board members specified in the Articles of Association.

If the Company’s Management Board receives information about candidates nominated by shareholders for election to the Supervisory Board, the Company will publish such information.

On the Election (Re-election) of the Risk and Audit Committee of the Supervisory Board

Article 55.⁷(9) of the Financial Instrument Market Law stipulates that the election of a new member of the Audit Committee requires the re-election of the entire Audit Committee. The Company's Audit Committee consists of 3 members.

According to Article 55.⁷(3) of the Financial Instrument Market Law, a shareholder or group of shareholders holding not less than five percent of the voting capital has the right to nominate one candidate for the position of a member of the Audit Committee. Each nominated candidate must be included in the list of candidates for election to the Audit Committee.

According to Article 55.⁷(4) of the Financial Instrument Market Law, a shareholder has the right to cast all of their votes for one or more of the candidates included in the list of candidates for the Audit Committee, in any proportion, using whole numbers.

According to Article 55.⁷(5) of the Financial Instrument Market Law, the individuals who receive the highest number of votes shall be considered elected to the Audit Committee.

If the Company’s Management Board receives information about candidates nominated by shareholders for election to the Risk and Audit Committee of the Supervisory Board, the Company will publish such information.

Information on the shareholders’ meeting is also available on the website of the Company – www.delfingroup.lv and on the website of AS Nasdaq Riga – www.nasdaqbaltic.com. On the date of convocation the shareholders' meeting, the total amount of shares and the total amount of the shares with voting rights of the Company is 45 406 435.

Management Board of AS DelfinGroup

Annexes:

1. Extract from the minutes of the Management Board meeting.
2. Extract from the minutes of the Supervisory Board meeting.
3. The draft of shareholders’ resolutions.
4. The voting form.
5. The power of attorney form.
6. The application form for participation.

Subscribe to DelfinGroup news and updates here.

About DelfinGroup

DelfinGroup is a licensed Latvian fintech company founded in 2009 and operating under the Banknote and VIZIA brands. The Company has been profitable every year since 2010. DelfinGroup continuously develops and offers consumer loans, loans for seniors, buy now, pay later loans, pawn loans and sales of pre-owned, little used and new goods in almost 90 branches in Latvian and Lithuania, as well as online. 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 pays regular quarterly dividends. The sustainability of DelfinGroup is based on focused corporate governance, fintech innovation, responsible lending, financial inclusion, and facilitating the circular economy.