SEB merger and portfolio transfer notification

Registered office: Gedimino pr. 12, LT-01103 Vilnius, Lithuania
Address for correspondence: J. Balčikonio str. 7, Vilnius, Lithuania
Registered with the Register of Legal Entities of the Republic of Lithuania, Lithuanian register code 110076645
More contact information on www.seb.lt

MERGER AND PORTFOLIO TRANSFER NOTIFICATION

Summary:
We would like to inform our customers that we are planning to merge SEB life insurance companies in the Baltic States, including AB “SEB gyvybės draudimas”, into one legal entity to further improve our operational efficiency and deliver improved customer services. The merger will not affect our services to the customers. You do not need to take any action to continue receiving our services. Read more to learn about details of the planned merger. Thank you for choosing SEB!

We have taken the first legal step towards the merger

Please be informed that on 27 August 2018 the three Baltic SEB life insurance companies:

(i)            Apdrošināšanas akciju sabiedrība “SEB Dzīvības apdrošināšana”, a public limited company, the data on which is collected and kept by                                 the Commercial Register of the Republic of Latvia, Latvian register code 40003012938, with its registered office at Antonijas iela 9, Riga,                        LV-1010, Latvia (“SEB Life Latvia”);

(ii)           AB “SEB gyvybės draudimas”, a public limited company, the data on which is collected and kept by the Register of Legal Persons of the                                 Republic of Lithuania, Lithuanian register code 110076645, with its registered office at Gedimino pr. 12, Vilnius LT-01103, Lithuania                                (“SEB Life Lithuania”), and

(iii)          Aktsiaselts SEB Elu-ja Pensionikindlustus, a public limited company, the data on which is collected and kept by the Commercial Register                                 of the Republic of Estonia, Estonian register code 10525330, with its registered office at Tornimäe tn 2, Tallinn 15010, Estonia (“SEB Life                             Estonia”),

signed a Merger Agreement, under which they intend to form one SE entity (Societas Europea or European public limited company) by way of cross-border merger proceedings carried out in accordance with the 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 applicable laws of Latvia, Lithuania and Estonia.

SEB Life Latvia will be transformed to SE company and will open new branches in Lithuania and Estonia

Under the Merger Agreement, SEB Life Latvia will adopt the form of the SE and will acquire SEB Life Lithuania and SEB Life Estonia that will both cease to exist without going into liquidation. The insurance activities of SEB Life Lithuania and SEB Life Estonia will be continued by new branches that will be established by Latvian SE company in Lithuania and Estonia. All the assets and liabilities of SEB Life Lithuania and SEB Life Estonia will be transferred to SEB Life Latvia.

Merger to be finalized by the 1st quarter of 2019

It is anticipated that the merger of and the related portfolio transfer will complete in the 1st quarter of 2019. It is subject to the appropriate regulatory consents, including the approval of the merger and portfolio transfer by regulatory authorities of Lithuania, Latvia and Estonia. The merger will be completed from the moment when records on completion of SEB Life Latvia are registered in the Commercial Register of the Republic of Latvia.

We will continue our services towards all customers

The rights and obligations of existing policyholders of SEB Life Lithuania will not be altered in any way as a result of the merger and portfolio transfer. The policyholders of SEB Life Lithuania do not need to take any action in response to this notification.

Rights and obligations of our customers

However, any objections to the above portfolio transfer may be made within 2 months of the date of this notification to Legal Responsible, AB “SEB gyvybės draudimas” at its address for correspondence above or by sending an e-mail to draudimas@seb.lt.

Those policyholders who do not agree to the portfolio transfer will be entitled to terminate their insurance contracts within 1 month of the effective date of the merger and portfolio transfer, i.e. from the moment when records on completion of SEB Life Latvia are registered in the Commercial Register of the Republic of Latvia. Information on completion of the merger shall be published at the website of AB “SEB gyvybės draudimas” (www.seb.lt).

The policyholders of SEB Life Lithuania can also request additional information on the proposed restructuring by writing to AB “SEB gyvybės draudimas” at the address for correspondence above or by sending an e-mail to draudimas@seb.lt.




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