Notice about signed Luminor merger agreement | Luminor

On 29 March 2018 the merger agreement for merging Luminor banks in Lithuania and Latvia to Luminor bank was signed in Tallinn.

Following the merger, Luminor banks in the Baltics will be fully integrated into one unified bank. The merger is still to be confirmed by the competent supervisory authorities.

Main details about the company that will survive the merger:

Main details about the companies that will cease to exist:

1)
name: Luminor Bank AB (hereinafter “Luminor LT”)
legal form: public limited liability company
registered office: Konstitucijos ave. 21A, Vilnius LT- 03601, Lithuania
company code: 112029270
register where data about the company is kept and stored: Lithuanian Register of Legal Persons

2)
name: Luminor Bank AS (hereinafter “Luminor LV”)
legal form: public limited liability company
registered office: Skanstes iela 12, Riga LV-1013, Latvia
company code: 40003024725
register where data about the company is kept and stored: Latvian Commercial Register

From the moment when records on completion of the merger are registered with the Estonian Commercial Register, all assets, rights and liabilities of Luminor Lithuania and Luminor Latvia will transfer to Luminor EE, which will continue activities in Lithuania and Latvia through branches to be established in Lithuania and Latvia respectively. Taking into account that the merger will result in universal transfer of the rights and liabilities of Luminor LT to Luminor EE, after the merger (inter alia):

(a) Luminor EE, as a universal acquirer of the rights and liabilities of Luminor LT and as a credit institution having a right to provide investment services and (or) perform investment activities:

With reference to above, the rights and liabilities of all Luminor LT’s clients will not change. Also, the merger will not adversely affect their financial instruments, funds and other assets. Notwithstanding the above, the clients have a right (but not an obligation) to transfer their financial instruments to another account manager. The clients wishing to use this right must inform Luminor LT in writing within 30 days from the date of publication of this notice and (or) receipt of this notice by other means. If during this term no respective notice of the client is received, Luminor LT will assume that the client agrees to the contemplated merger, including the fact that Luminor EE or its branch in Lithuania will keep the financial instruments and provide investment services after the merger;

(b) Luminor EE will become the shareholder of Luminor LT’s subsidiaries, including Luminor investicijų valdymas UAB, company code 226299280, address Konstitucijos ave. 21A, Vilnius, Lithuania, and Luminor Lizingas UAB, company code 111667277, address Lvovo str. 25-701, Vilnius, Lithuania;

(c) Luminor EE will take over the rights and obligations of Luminor LT as the depository of pension funds of Luminor investicijų valdymas UAB. This will in no way effect the activities of Luminor investicijų valdymas UAB and its client’s pension funds agreements.

From 1 January 2018 all transactions and operations of Luminor LT and Luminor LV are considered to be performed on the account of Luminor EE (once the merger has taken effect).

For you convenience the following documents are available at the website of Luminor LT www.luminor.lt:

The above-mentioned documents are available for familiarization at the registered office of Luminor LT at Konstitucijos ave. 21A, Vilnius 03601, the Republic of Lithuania, on working days from 9.00 a.m. till 4.30 p.m.

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