Notice on the cross-border merger of SEB life insurance entities and the formation of a European company (SE)
We hereby announce that the Board of AB “SEB gyvybės draudimas” (the “entity in Lithuania”), in cooperation with the Boards of the insurance entity SEB Elu-ja Pensionikindlustus (the “entity in Estonia”) and insurance entity SEB Dzīvības Insurance (the “entity in Latvia”), set out the cross-border merger terms. These conditions are applied to the formation of a European company (SE) by way of cross-border merger proceedings, which are carried out in accordance with Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statue for a European company (SE), the Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of company law, as well as other applicable laws of Republic of Lithuania, Latvia and Estonia.
As a result of the merger, SEB life insurance entities in Lithuania and Estonia will be acquired by SEB life insurance entity in Latvia and will cease to exist without going into liquidation, whereas SEB life insurance entity in Latvia will adopt the form of the European Company (SE), take over all assets, rights and liabilities of SEB life insurance entity in Lithuania and SEB life insurance entity in Estonia and continue to operate after the merger.
Conditions for the merger of the entities provide that:
1. The following SEB life insurance entities operating in different countries are being merged:
a) AB “SEB gyvybės draudimas”, a public limited company incorporated under the laws of the Republic of Lithuania, the legal entity code 110076645, with its registered office at Gedimino pr. 12, Vilnius LT-01103, the Republic of Lithuania the data on which is collected and kept by the Register of Legal Persons of the Republic of Lithuania,
b) Aktsiaselts “SEB Elu-ja Pensionikindlustus”, a public limited company incorporated under the laws of the Republic of Estonia, Estonian register code 10525330, with its registered office at Tornimäe tn 2, Tallinn 15010, the Republic of Estonia the data on which is collected and kept by the Commercial Register of the Republic of Estonia,
2. The following SEB life insurance entity participates in the cross-border merger of SEB life insurance entities: Apdrošināšanas akciju sabiedrība “SEB Dzīvības apdrošināšana”, a public limited company incorporated under the laws of the Republic of Latvia, Latvian register code 40003012938, with its registered office at Antonijas iela 9, Riga, LV-1010, the Republic of Latvia the data on which is collected and kept by the Commercial Register of the Republic of Latvia.
3. Type of merger: merger by acquisition.
4. Upon the completion of the merger SEB life insurance entity in Lithuania and SEB life insurance entity in Estonia will cease to operate.
5. Upon the completion of the merger SEB life insurance entity in Latvia will continue to operate and will:
a) take the form of European company (SE);
b) operate under the name “SEB Life and Pension Baltic SE”;
c) have its registered office at: Antonijas iela 9, Riga, LV-1010, the Republic of Latvia;
d) carry out activities in Estonia and Lithuania through its branches established in respectively Lithuania and Estonia.
6. Upon the completion of the merger all assets, rights and liabilities of the ceased entities will be transferred to the entity which will continue to operate.
7. Upon the completion of the merger the transactions of the ceased entities will be included to the accounting of the entity which will continue to operate starting from 1 January 2019.
8. The merger will be conditional on all necessary approvals from the competent supervisory authorities.
9. The merger will be deemed completed when the merger and the formation of the SE are registered in the Commercial Register of the Republic of Latvia.
The creditors of SEB life insurance entity in Lithuania will have the rights specified by the laws of the Republic of Lithuania.
Documents related to the merger process (merger terms, merger report, financial statements and other statutory documents) can be accessed according to the law on working days (from 9 am to 12 pm) upon arrival at AB “SEB gyvybės draudimas” at: J. Balčikonio str. 7, Vilnius, Republic of Lithuania. All documents related to the merger are also published on the Internet site www.seb.lt.
The merger of SEB life insurance companies will have no effect on the rights and liabilities of the SEB life insurance company policyholders in Lithuania – they will not be changed. This announcement does not require any action on the part of AB “SEB gyvybės draudimas” customers.
Agreement of Cross-border Merger and Articles of Association of the Future SE Company
Financial Reports of SEB Bank companies in Lithuania
