The Management Board of AS "DelfinGroup", registration number 40103252854, plans, during the period from 27 October to 7 November 2025, to adopt a decision on a simplified reorganisation, within the framework of which its wholly-owned subsidiary DealShoq SIA, registration number 40203600852, will be merged into AS "DelfinGroup".
Considering that all shares of DealShoq SIA are owned by AS "DelfinGroup" and that AS "DelfinGroup" is the sole shareholder of DealShoq SIA, a simplified reorganisation may be carried out in accordance with Section XIX of the Commercial Law. The main objective of the reorganisation is to consolidate the business activities of both companies within the AS "DelfinGroup" group, with AS "DelfinGroup" taking over all rights, obligations, and assets of DealShoq SIA. DealShoq SIA, as the merging company, will transfer all of its assets, rights, and obligations to AS "DelfinGroup" as the acquiring company by way of merger. The reorganisation will not affect the future operations of AS "DelfinGroup", since DealShoq SIA did not conduct extensive business activity.
In accordance with Article 365(2) of the Commercial Law, no exchange of shares will take place, as all DealShoq SIA shares are owned by AS "DelfinGroup" and will be cancelled. As a result of the reorganisation, neither the amount of AS "DelfinGroup" share capital, nor the total number of shares, nor the proportional participation of shareholders in the share capital of AS "DelfinGroup" will be affected in any way.
In accordance with Article 342 (2) of the Commercial Law, this notice is accompanied by: 1) the draft reorganisation agreement, 2) the reorganisation prospectus, 3) the auditor’s report, and 4) the annual reports of AS “DelfinGroup” for the last 3 financial years (DealShoq SIA is not yet required to prepare and submit an annual report), together with English translations of these documents.
The draft reorganisation agreement has been submitted to the Register of Enterprises of the Republic of Latvia, which announced the draft agreement on 25 September 2025.
Information and documents regarding the planned reorganisation are also available on the AS "DelfinGroup" website: www.delfingroup.lv.
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.