EfTEN Real Estate Fund III
EfTEN REAL ESTATE FUND III AS NOTICE CALLING THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
The Management Board of EfTEN Real Estate Fund III AS (registry code 12864036; seat Tallinn, A. Lauteri 5) calls an annual general meeting of shareholders on 24 March 2020 at 10:00.
Venue of the general meeting: Radisson Blu Sky hotel second floor conference centre hall “Hansa”, address Tallinn, Rävala pst 3.
The registration of participants of the general meeting starts at 09:00 on 24 March 2020 at the venue of the meeting. The registration ends at 10:00. If possible, we request that all shareholders arrive in time considering the time required to register the participants of the meeting.
The list of shareholders who shall be entitled to participate in the annual general meeting shall be fixed seven days prior to the date of the general meeting, i.e. on 17 March 2020 as at the end of the working day of the registrar of the settlement system of the fund’s securities.
Pursuant to the resolution of the Supervisory Board of EfTEN Real Estate Fund III AS, the annual general meeting will have the following agenda together with proposals of the Supervisory Board to the shareholders:
Item 1: Management Board’s overview of the fund’s activities
The Management Board shall provide an overview of the activities of EfTEN Real Estate Fund III AS. The said item is for informational purposes only.
Item 2: Approval of the 2019 annual report
Proposal of the Supervisory Board: To approve the 2019 annual report of EfTEN Real Estate Fund III AS as presented to the general meeting.
Item 3: Distribution of profit
Proposal of the Supervisory Board: The consolidated net profit of the 2019 financial year of the fund is EUR 7,737 thousand.
To distribute the undistributed profit as at 31 December 2019 in the total amount of EUR 18,352 thousand as follows:
Transfers to the reserve capital: EUR 386,852;
Profit to be distributed between the shareholders (net dividend): EUR 3,464,939 (EUR 0.82 per share);
Transfers to other reserves shall not be made and profit shall not be used for any other purposes.
Amount of undistributed profit after transfers is EUR 14,500 thousand.
The list of shareholders entitled to dividends shall be fixed on 8 April 2020 as at the end of the working day of the registrar of the settlement system of the fund’s securities. Therefore, the date of change in the rights attaching to shares (ex-date) is 7 April 2020. As of this date a person who acquired shares is not entitled to dividends for the 2019 financial year. Dividend shall be paid to the shareholders on 10 April 2020 by way of bank transfer to the shareholder’s bank account.
Item 4: Approval of the merger agreement
EfTEN Kinnisvarafond AS and EfTEN Real Estate Fund III AS concluded on 14 January 2020 a merger agreement. The merger has been approved by the depositaries of both funds. Rights and obligations arise under the merger agreement only after the merger agreement has been approved by the general meeting of the shareholders of both funds. The completion of the merger is subject to the authorisation from the Financial Supervision Authority, for which the fund manager has submitted an application to the Financial Supervision Authority.
Proposal of the Supervisory Board: To approve the merger agreement concluded on 14 January 2020 between EfTEN Real Estate Fund III AS and EfTEN Kinnisvarafond AS.
Item 5: Amendment of the business name and the articles of association
In the course of the merger, the business name of EfTEN Real Estate Fund III AS shall be amended, and the fund shall continue operations under the business name EfTEN Real Estate Fund AS. In order to amend the business name, the articles of association of EfTEN Real Estate Fund III AS will have to be amended as well. In addition, the Management Board of the fund has, together with the fund manager, reviewed the other provisions of the articles of association. The revised articles of association include an amendment to the business name and updates to provisions, which the fund is required to amend by virtue of amendments to legal acts, or which introduce corrections or amendments to the articles of association which do not affect the rights and obligations of the shareholders. Furthermore, the provision regulating the success fee payable to the fund manager has been specified in the articles of association and a maximum rate of success fee per financial year has been determined, which is favourable to the shareholders. Said amendments to the articles of association do not have to be approved by the Financial Supervision Authority in accordance with § 37 (3) point 1 of the Investment Funds Act. The fund manager has informed the Financial Supervision Authority of the proposed amendments.
Proposal of the Supervisory Board: To approve EfTEN Real Estate Fund AS as the new business name and to approve the new articles of association as presented to the general meeting.
Item 6: Increase of share capital and listing of new shares on the Main List of Nasdaq Tallinn Stock Exchange
In order to carry out the merger, the share capital of EfTEN Real Estate Fund III AS as an acquiring fund shall be increased on the account of the totality of the assets of EfTEN Kinnisvarafond AS to be transferred to EfTEN Real Estate Fund III AS. The extent of the increase of share capital as well as the number of shares to be issued upon the increase shall be calculated on the basis of the formula specified in clause 6.4.1 of the merger agreement as at the day preceding the balance sheet day of the merger (i.e. 1 April 2020), i.e. on the basis of the balance sheet figures as at 31 March 2020, which date is later than the date of the general meeting and therefore the increase of the share capital shall be delegated to the Supervisory Board.
Proposal of the Supervisory Board: To delegate to the competence of the Supervisory Board, in accordance with the law and articles of association of the fund, the deciding on the increase of share capital in accordance with the principles specified in the merger agreement concluded on 14 January 2020 within a three-month period following this general meeting and to submit an application for the listing and admission to trading of all newly-issued shares on the Main List of Nasdaq Tallinn Stock Exchange. To authorise the Supervisory Board and the Management Board of the fund to carry out all activities and conclude all agreements necessary for this purpose.
Item 7: Extension of the authorisations of the members of the Supervisory Board
The authorisations of the members of the Supervisory Board shall terminate on 6 May 2020. The members of the Supervisory Board have consented to the extension of their authorisations. Cooperation to date between the fund’s Management Board, the fund manager and the Supervisory Board has been close and very good.
Proposal of the Supervisory Board: To extend the authorisations of the members of the Supervisory Board Arti Arakas, Sander Rebane, Siive Penu and Olav Miil for the next five years from their termination, i.e. until 6 May 2025.
Additional organisational information:
Documents related to the general meeting, incl. the 2019 annual report of the fund, report of the sworn auditor, profit distribution proposal, report of the Supervisory Board, draft of the articles of association, merger agreement, merging funds’ annual reports for the last three financial years, approval from the depositary, draft resolutions of the Management Board and any other information subject to the statutory disclosure requirement are available for examination on the webpage of the fund www.eref.ee and until the date (incl.) of the general meeting, at the premises of the fund (address A. Lauteri 5, 10114 Tallinn, 3rd floor) on working days from 09:00 until 16:00.
Questions with respect to the matters on the agenda of the general meeting can be submitted via e-mail address: firstname.lastname@example.org or by mail to the address of the fund (Tallinn 10114, A. Lauteri 5) or via phone by calling + 372 655 9515. Questions, answers, shareholders’ proposals with respect to the matters on the agenda and the minutes of the general meeting shall be published on the webpage of EfTEN Real Estate Fund III AS www.eref.ee.
The fund does not provide an opportunity for electronic participation in the general meeting or voting using electronic means or by mail.
We request to submit the following to register the participants of the general meeting:
- in case of a shareholder who is a natural person, an identity document. A representative of a shareholder shall also present a power of attorney in written form.
- in case of a shareholder who is a legal person, an extract from the registry where the legal person is registered, which proves the authorisation of the representative to represent the legal person (right of representation arising from law) and an identity document of the representative. In case the representative is not a legal representative of the legal person, a valid power of attorney shall also be required. Where required by applicable law, documents pertaining to a legal person registered in a foreign country are requested to be legalized or duly apostilled. Documents in foreign language are requested to be accompanied by a translation into Estonian by a sworn translator.
At the general meeting, a shareholder is entitled to receive information from the Management Board on the activities of the fund. The Management Board may decide to withhold information if there is a reason to believe that the disclosure of information may cause significant damage to the interests of the public limited company. If the Management Board refuses to disclose information, the shareholder may demand from the general meeting to adopt a resolution regarding the lawfulness of the information request or to file, within two weeks, a petition to a court by way of proceedings on petition in order to obligate the Management Board to give information.
The shareholders whose shares represent at least 1/20 of the share capital may request for additional items to be included on the agenda of the general meeting, if the respective request is submitted in writing at least 15 days prior to the general meeting to the address EfTEN Real Estate Fund III AS, A. Lauteri 5, 10114 Tallinn.
The shareholders whose shares represent at least 1/20 of the share capital may present a draft resolution in respect of each item on the agenda in writing no later than three days prior to the general meeting to the address EfTEN Real Estate Fund III AS, A. Lauteri 5, 10114 Tallinn.
Prior to the general meeting, the shareholder may notify of the appointment of a representative or the revocation of the representative’s authority by sending a digitally signed notice to the e-mail address email@example.com or by delivering the signed documents in person on working days between 09:00 to 16:00 to EfTEN Real Estate Fund III AS at A. Lauteri 5, 10114 Tallinn at the latest by 23 March 2020. In case a shareholder wishes to use the template of power of attorney upon appointment of a representative, the respective template is available on the webpage of EfTEN Real Estate Fund III AS www.eref.ee.
Member of the Management Board
Tel: 655 9515