The Management Board of AS "DelfinGroup", registration number 40103252854, on November 6, 2025, adopted a decision to conclude a reorganisation agreement with DealShoq SIA, registration number 40203600852, concerning a simplified reorganisation under which the 100% wholly owned subsidiary DealShoq SIA will be merged into AS "DelfinGroup". The reorganisation is planned to be completed by December 31, 2025.
Considering that all the capital shares of DealShoq SIA are owned by AS "DelfinGroup" and that AS "DelfinGroup" is the sole shareholder of DealShoq SIA, a simplified reorganisation will be carried out in accordance with Section XIX of the Commercial Law. The main purpose of the reorganisation is to consolidate the business operations of both companies involved in the reorganisation within the AS "DelfinGroup" group, with AS "DelfinGroup" taking over all rights, obligations, and assets of DealShoq SIA. As the company being merged, DealShoq SIA will transfer all its assets, rights, and obligations to AS "DelfinGroup" as the acquiring company through the merger. The reorganisation will not affect the further operations of AS "DelfinGroup", as DealShoq SIA did not carry out extensive business activities.
In accordance with the Article 365(2) of the Commercial Law, no exchange of shares will take place since all capital shares of DealShoq SIA are owned by AS "DelfinGroup", and these shares will be cancelled. As a result of the reorganisation, the share capital of AS "DelfinGroup", the total number of shares, and the proportional participation of shareholders in the share capital of AS "DelfinGroup" will remain unaffected.
Attached to this notice are: 1) the reorganisation agreement dated November 6, 2025; and an extract from the minutes of the meeting of the Management Board of AS “DelfinGroup” dated November 6, 2025.
Information about the Management Board’s intention of AS “DelfinGroup” to conclude the above-mentioned reorganisation agreement was previously published on September 26, 2025 (https://view.news.eu.nasdaq.com/view?id=b3b46f03c59634a8db1a398b547b29a97&lang=en&src=listed)
About DelfinGroup
DelfinGroup is a licenced fintech company established in 2009 and currently operating 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.