Eleving Group announces the shareholder meeting

The Management Board hereby convenes and announces that the Annual General Meeting of Shareholders (the “Annual Meeting”) will be held on 27 May 2026 at 13:00 CEST / 14:00 EEST at the office of the Company, 8-10 Avenue de la Gare, L-1610 Luxembourg.

Shareholder registration will take place from 12:00 to 12:45 CEST at the premises of the Annual Meeting.
The Annual Meeting will be conducted by the Company’s CEO Modestas Sudnius and CFO Māris Kreics from Luxembourg, with a live audio and video stream provided for the shareholders.

The agenda for the Annual Meeting is as follows:

1. Presentation of the management report of the Management Board in respect of the statutory financial statements of the Company and the consolidated financial statements and standalone annual accounts of the Company and its group for the financial year ended on 31 December 2025.
2. Presentation of the reports of the statutory auditor of the Company in respect of the statutory financial statements of the Company and the consolidated financial statements and standalone annual accounts of the Company and its group for the financial year ended on 31 December 2025.
3. Presentation of the observation report of the supervisory board of the Company (the “Supervisory Board”) in respect of the Management Board of the Company for the financial year ended on 31 December 2025.
4. Approval of standalone annual accounts of the Company for the financial year ended on 31 December 2025.
5. Approval of the consolidated financial statements of the Company for the financial year ended on 31 December 2025.
6. Approval of the mandatory allocation of five percent (5%) of the net profit of the Company for the financial year ended on 31 December 2025 to the legal reserve of the Company, as required by the Luxembourg law of 10 August 1915 on commercial companies, as amended, until such legal reserve reaches ten percent (10%) of the subscribed share capital of the Company.
7. Acknowledgement of shares issued under the ESOP and the related increase of the issued share capital of the Company.
8. Approval of a share buy-back programme of the Company.
9. Approval of the conditions for the share buy-back of the Company.
10. Authorisation of the Management Board to perform all necessary actions with respect to the share buy-back of the Company.
11. Approval of the Amendment of the articles of association of the Company (article 7.Bis on ESOP authorised share capital increase). This resolution constitutes an extraordinary resolution subject to special quorum and majority requirements as set out in the section "Quorum and Majority Requirements" below.
12. Acknowledgement and ratification of the interim dividends paid in 2025.
13. Presentation of the interim report of the Company for the period from 1 January 2026 to 31 March 2026 (“Q1 2026 Interim Report”) and the report of the Management Board regarding distribution of an interim dividend based on Q1 2026 Interim Report in an aggregate amount of approximately EUR 4,295,000.
14. Discharge to each of the members of the Management Board and the Supervisory Board of the Company in respect of the performance of their mandates during the financial year ended 31 December 2025.
15. Presentation and approval on an advisory non-binding basis (advisory vote) of the remuneration report for the financial year ended on 31 December 2025.
16. Appointment of the statutory auditor of the Company until the annual general meeting of the Company approving the financial statements for the financial year ending on 31 December 2026.

Shareholders who wish to participate in the Annual Meeting or their representatives may refer to https://www.eleving.com/investors/shares for further information regarding a participating in the Annual Meeting and the exercise of their rights. The Convening Notice and instructions on participation in the Annual Meeting, (including filling and submitting the voting before the meeting) in person in Luxembourg, or by mediation of their legal representatives or authorized persons, is available at https://www.eleving.com/investors/shares.

The record date for shareholders’ participation at the Company’s Annual General Meeting of shareholders is 13 May 2026 (the “Record Date”). 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 General Meeting as well as to vote in writing before the General Meeting. The Company will determine shareholder eligibility based on the shareholder list provided by Nasdaq CSD as the applicable central securities depository, as of the Record Date.

In order to attend the General Meeting, shareholders must provide the duly completed, dated and signed attendance, proxy and voting form as indicated below at the latest until 20 May 2026 17:00 CEST, must be in writing and sent either by e-mail to investors@eleving.com or in a signed paper form by post to the registered office of the Company, at 8-10 Avenue de la Gare, L-1610 Luxembourg, Grand Duchy of Luxembourg, Attn: AGM 2026/Management Board.

Shareholders have a right to participate in the meeting (including filling and submitting the voting before the meeting) in person in Luxembourg or by mediation of their legal representatives or authorized persons as follows:

1. by attending the General Meeting in person: Shareholders who plan to attend the General Meeting in person and cast their votes must bring a valid identity card or passport on the date of the meeting. Representatives of any shareholder that is a legal entity must also bring a valid identity card or passport, along with evidence of their authority to represent the legal entity. Shareholders wishing to attend the General Meeting in person shall send a written declaration of their intention to participate to the Company. This can be done via e-mail to investors@eleving.com or by sending a signed paper form by post to the registered office of the Company at 8-10 Avenue de la Gare, L-1610 Luxembourg, Grand Duchy of Luxembourg, Attn: AGM 2026/Management Board.
2. by appointing a person of his/her/its choice as a proxyholder to execute voting rights: Shareholders who are unable to attend the General Meeting in person may appoint a proxyholder to attend on their behalf. Only signed Attendance, Proxy and Voting Forms will be considered valid. One person may represent more than one shareholder. The persons appointed as proxies in accordance with this paragraph must bring a valid identity card or passport on the date of the General Meeting. If the proxy is a legal entity, its representatives must bring a valid identity card or passport and evidence of their authority to represent the proxy.
3. By voting by correspondence prior to the meeting: Shareholders are invited to exercise their voting rights in writing before the General Meeting by sending a completed and signed Attendance, Proxy and Voting Form, signed with a secure electronic signature, to the Company via e-mail at investors@eleving.com or in signed paper form by post to the legal address of the Company at 8-10 Avenue de la Gare, L-1610 Luxembourg, Grand Duchy of Luxembourg.

The required Attendance, Proxy and Voting Form will be available on the Company's website at https://www.eleving.com/investors/shares, on the AS Nasdaq Riga webpage at www.nasdaqbaltic.com, and on the EQS News in connection with the Frankfurt Stock Exchange listing at www.eqs-news.com, or it can be obtained from the Company upon request. The Attendance, Proxy and Voting Form will be considered valid if received by 20 May 2026 17:00 CEST. The Attendance, Proxy and Voting Form is published together with this notification. Only signed Attendance, Proxy and Voting Forms will be taken into account. Any attempted exercise of voting rights by means of voting by correspondence in connection with Attendance, Proxy and Voting Forms received after 17:00 CEST on 20 May 2026 will not be valid.

4. Webcast

Shareholders may follow the AGM remotely via the live audio-webcast of the AGM, which will be available starting at 13:00 CEST / 14:00 EEST. Please note that while the webcast will allow shareholders to listen in real time, it will not enable remote participation or voting at the AGM. Shareholders wishing to follow the AGM remotely via the live audio-webcast must: (i) confirm their intention to follow the AGM remotely via the live audio-webcast to the Company, and (ii) provide the Company with an e-mail address to which the live audio-webcast link will be sent. Shareholders should contact the Company by e-mail at investors@eleving.com.

As of the date of convening the AGM, the Company’s subscribed share capital equals EUR 1,173,131.38 and is divided into 117,313,138 shares, each having a nominal value of EUR 0.01 (one cent), all of which are fully paid up (the “Share Capital”). At the date of convening of the AGM, the Company holds 689,558 shares in treasury. Voting rights attached to shares held in treasury by the Company are suspended according to Luxembourg law. As of the date of this convening notice, the total number of exercisable voting rights is 116,623,580. The Company's subscribed share capital and total number of exercisable voting rights may vary at the date of the General Meeting due to capital increase(s).

About Eleving Group

Eleving Group is a publicly listed international financial technology company founded in 2012. Today, the group operates in 17 countries across three continents, providing vehicle, smartphone and consumer financing services. Since its founding, Eleving Group has served more than 1.9 million registered users. The group employs over 4,300 people across its operations. The company’s headquarters are located in Riga, Latvia. Since October 16, 2024, the Eleving Group shares have been listed on both the Nasdaq Baltic Official List and the Frankfurt Stock Exchange Prime Standard.

Read more: www.eleving.com

Additional information

Elīna Dobulāne
Group’s Chief Corporate Affairs Officer, Eleving Group
elina.dobulane@eleving.com | +371 25959447