1. Supplementation of the 9 September 2021 Terms for the Conditional Increase of Share Capital of AS "DelfinGroup"
1.1. To supplement Article 1 "Type and purpose of increasing the share capital" of the 9 September 2021 Terms for the Conditional Increase of Share Capital of AS "DelfinGroup" with the following sentence:
"The Management Board of AS "DelfinGroup" shall first use own shares held by AS "DelfinGroup" in accordance with Article 261.1, Paragraph 9 of the Commercial Law."
2. Supplementation of the 9 September 2021 Terms of Employee Share Options of AS "DelfinGroup"
2.1. To add the following sentence to Article 7.4 of the 9 September 2021 Terms of Employee Share Options of AS "DelfinGroup":
"The Management Board of AS "DelfinGroup" shall first use own shares held by AS "DelfinGroup" in accordance with Article 261.1, Paragraph 9 of the Commercial Law, in which case the Option Holder shall purchase and acquire existing shares of AS "DelfinGroup" and not shares of the new issue."
3. Supplementation of the 31 March 2026 decision of the shareholders of AS "DelfinGroup" on the Share Buy-Back of AS "DelfinGroup"
3.1. To supplement the shareholders' decision recorded in Paragraph 6.1 of the minutes of the annual meeting of shareholders of AS "DelfinGroup" of 31 March 2026 so as to allow AS "DelfinGroup" to repurchase its shares with the aim of reducing the share capital of AS "DelfinGroup" by cancelling shares withdrawn (repurchased) from circulation, in accordance with Article 240(1)(1) of the Commercial Law, and/or with the aim of granting them to employees and members of the Management Board and Supervisory Board, in accordance with Article 240(1)(3) of the Commercial Law;
3.2. To supplement the shareholders' resolution recorded in Paragraph 6.2 of the minutes of the annual meeting of shareholders of AS "DelfinGroup" of 31 March 2026 by stipulating that, following the approval of the amendments to the Share Buy-back Programme of AS "DelfinGroup" at the shareholders' meeting of 10 July 2026, to authorise the Management Board of AS "DelfinGroup" is authorised, under the Share Buy-back Programme of AS "DelfinGroup", on a gradual basis in multiple instances:
(i)to acquire own shares and implement a reduction in the share capital in respect of them and to submit the terms of share capital reduction to the shareholders' meeting, ensuring that the share capital reduction in respect of each repurchased share is implemented no later than within 1 (one) year from the date of acquisition of the respective share, and/or
(ii)to acquire own shares and allocate them to employees and members of the Management Board and Supervisory Board in accordance with the Terms of Employee Share Options of AS "DelfinGroup".
4. Supplementation of the conditions of the Share Buy-back Programme of AS "DelfinGroup" by expressing them in a new wording
4.1. To supplement the shareholders' decision recorded in Paragraph 7.1 of the minutes of the annual meeting of shareholders of AS "DelfinGroup" of 31 March 2026 by supplementing the conditions for the acquisition of own shares of AS "DelfinGroup" within the Share Buy-back Programme ("the Programme") by expressing them in the following new wording:
(i) the purpose of the acquisition of own shares of AS "DelfinGroup" is to reduce the share capital of AS "DelfinGroup" by cancelling the shares and/or to allocate them to employees and members of the Management Board and Supervisory Board in accordance with the Terms of Employee Share Options of AS "DelfinGroup".
(ii) The Programme shall be implemented for a term of up to 2 (two) years from the date when the Management Board of AS "DelfinGroup" adopts a separate resolution to commence the implementation of the Programme. During the implementation period of the Programme, the Management Board of AS "DelfinGroup" shall be entitled to carry out one or more transactions for the acquisition of the own shares of AS "DelfinGroup", indicating the purpose of each share buy-back.
(iii)The Management Board of AS "DelfinGroup" is authorised to implement the Programme in accordance with this shareholders' resolution no later than within 5 (five) years from the date of adoption of this shareholders' decision.
(iv) Maximum number of shares of AS "DelfinGroup" to be repurchased is 1,000,000 (one million).
(v)Minimum repurchase price of 1 (one) share of AS "DelfinGroup" when executing transactions under the Programme shall be no less than EUR 0.00 (zero euros).
(vi)The maximum buy-back price of 1 (one) share of AS "DelfinGroup", when executing transactions under the Programme, shall not exceed the highest of the following prices, as determined before the execution of each respective repurchase: (a) the price of the last independent trade, or (b) the highest current independent bid on the trading venue where the purchase is carried out.
4.2. To determine that the implementation of the Programme may commence only after all applicable preconditions have been fulfilled, including the receipt of any necessary regulatory approvals, and as well as, in the case of reduction of the share capital of AS "DelfinGroup", after the consent of the bondholders of AS "DelfinGroup" has been obtained and the relevant amendments to the issuance documents of the bonds issued by AS "DelfinGroup" (including the prospectuses or the terms and conditions of the bond) have been approved, to the extent necessary to permit the reduction of the share capital of AS "DelfinGroup".
5.Additional authorisation of the Management Board of AS "DelfinGroup" to perform all necessary actions with respect to Shares Buy-Back of AS "DelfinGroup"
5.1. In addition to the provisions of the shareholders' decision recorded in Paragraph 8.1 of the minutes of the annual meeting of shareholders of AS "DelfinGroup" of 31 March 2026,to authorise the Management Board of AS "DelfinGroup", in accordance with the provisions of the previous decisions and this resolution and the applicable legal acts, to take actions necessary to fulfil the preconditions for the implementation of the Programme, to make specific decisions regarding the share buy-back, including the commencement, non-commencement or termination of the Programme, to organise and execute share buy-back, to determine the method and procedure for the share buy-back (including the right to buy-back shares in accordance with provisions of Article 5, paragraph 1 of European Parliament and Council Regulation (EU) No 596/2014 on market abuse), to determine the timing, specific purpose, number and price of shares, and other conditions, as well as perform other actions related to the share buy-back.
Management Board of AS "DelfinGroup"
About DelfinGroup
DelfinGroup is a licensed Latvian fintech company founded in 2009 and is a part of the INDEXO group since 2025. DelfinGroup currently operates in Latvia and Lithuania. The company operates under the brand names Banknote and VIZIA. The company has been profitable every year since 2010. DelfinGroup continuously develops and offers consumer loans, pawn loans, and the sale of pre-owned goods online and at more than 80 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.
Additional information:Arturs Dreimanis
DelfinGroup Head of Treasury and Investor Relations
Phone: +371 26189988
E-mail: IR@delfingroup.lv
