Announcement View
Company EfTEN Real Estate Fund III AS
Type Company Release
Category Other corporate action
Publicize date 23 Nov 2022 08:00:00 +0200
Languages
Kell English
Currency
Title EfTEN REAL ESTATE FUND III AS NOTICE CALLING THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Content
The  Management Board of EfTEN Real Estate Fund III AS (registry code 12864036;
seat   Tallinn,  A.  Lauteri  5) calls  the  extraordinary  general  meeting  of
shareholders on 15 December 2022 at 10:00.

Venue  of the general meeting: Radisson Collection Hotel second floor conference
centre hall "Tallinn", address Tallinn, Rävala 3.

The  registration of participants of the  general meeting starts at 09:00 on 15
December  2022 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
extraordinary general meeting shall be fixed seven days prior to the date of the
general  meeting, i.e., on 08 December 2022 as at  the end of the working day of
the registrar of the settlement system of the fund's securities.

The  shareholders may  also participate  by appointing  a representative or vote
prior  to the meeting on the items on the agenda of the general meeting by using
electronic means. There will be no video transmission of the general meeting.
When  appointing a representative, we recommend  you to appoint Viljar Arakas, a
member  of  the  Management  Board  of  the  fund,  whom  you  can  give precise
instructions  to vote on your behalf on  each agenda item. 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 https://eref.ee/investorile/uldkoosolekud/.

Electronic voting of draft resolutions
Shareholders  may  vote  electronically  on  the  items on the agenda before the
general meeting is held in accordance with the following procedure:

   i. The electronic vote must be sent to the address koosolek@eften.ee
      (mailto:koosolek@eften.ee) not later than on 13 December at 16:00
      (Estonian time). The shareholder has the right to change or cancel the
      vote given or submit objections not later than indicated in the previous
      sentence.
  ii. The shareholder's vote must be given on the respective form available on
      the fund's website https://eref.ee/investorile/uldkoosolekud/ and must be
      digitally signed. In case several correctly filled and signed voting
      ballots are submitted on behalf of one shareholder, only the latest
      received voting ballot shall be considered valid, and all previous voting
      ballots of that shareholder shall be considered invalid. In case the
      shareholder has submitted the voting ballot, but also attends the general
      meeting in person, all the voting ballots submitted by the shareholder
      before the general meeting shall be considered invalid.
 iii. In case the shareholder is represented at the general meeting by a
      representative, a digitally signed power of attorney certifying the right
      of representation must be submitted to the e-mail address
      koosolek@eften.ee (mailto:koosolek@eften.ee) together with the electronic
      vote or before submitting the electronic vote.
  iv. Shareholders who have voted no later than 13 December 2022 at 16.00
      (Estonian time) shall be deemed to have taken part in the general meeting
      and the votes represented by the shareholders' shares shall be accounted
      as part of the quorum of the general meeting, unless otherwise provided by
      law.

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  and  the  planned  merger.  The item is for informational
purposes only.

Item 2: Determining the exchange ratio
EfTEN  Real Estate Fund III AS as the Acquiring Fund and EfTEN Kinnisvarafond AS
as  the Fund  Being Acquired  have signed  a merger  agreement on 19.09.2022. In
order  to  carry  out  the  merger  according  to  the  clause 6.3 of the merger
agreement,  the share capital  of the Acquiring  Fund shall be  increased on the
account  of the total assets  of the Fund Being  Acquired and transferred to the
Acquiring Fund (non-monetary contribution), the value of which shall be EPRA Net
Asset Value of the Fund Being Acquired.
According  to the instructions given to  the management company by the Financial
Supervision  Authority, the conditions for determining the value of the exchange
ratio  and  the  value  of  the  shares  taken  as the basis for determining the
exchange ratio must be decided by voting as a separate agenda item in accordance
with § 143 (5) of the Investment Funds Act.
Proposal   of   the  Supervisory  Board:  To  approve  the  conditions  for  the
determination of the exchange ratio of the merger of EfTEN Kinnisvarafond AS and
EfTEN  Real Estate Fund III AS and the value of the shares used as the basis for
determining the exchange ratio as follows:

  i. In order to carry out the merger, the share capital of the Acquiring Fund
     shall be increased on the account of the totality of assets of the Fund
     Being Acquired transferred to the Acquiring Fund (non-monetary
     contribution), the value of which shall be EPRA (the official name:
     European Public Real Estate Association, hereinafter EPRA) Net Asset Value
     of the Fund Being Acquired.
 ii. The extent of the increase of share capital of the Acquiring Fund as well
     as the number of shares to be issued upon the increase and the share
     premium shall be calculated on the basis of the following formula
     (specified also in clause 6.4.1 of the merger agreement): Number of new
     shares of the Acquiring Fund upon increase of share capital = the Fund's
     Being Acquired EPRA NAV (in euros) ÷ the Acquiring Fund's EPRA NAV per
     share (in euros, precision equivalent to four decimals). The Fund's Being
     Acquired EPRA NAV = the Fund's Being Acquired equity + the Fund's Being
     Acquired interest derivatives at fair value + the Fund's Being Acquired
     deferred income tax liability. The Acquiring Fund's EPRA NAV per share =
     (the Acquiring Fund's equity + the Acquiring Fund's interest derivatives at
     fair value + the Acquiring Fund's deferred income tax liability) ÷ number
     of the Acquiring Fund's shares.

Item  3: Approval  of  the  merger  agreement  and  determination of the list of
shareholders
EfTEN  Kinnisvarafond AS  and EfTEN  Real Estate  Fund III  AS concluded  on 19
September  2022 a merger  agreement. According  to the  clause 6.5 of the merger
agreement,  the list of shareholders of the Fund Being Acquired will be fixed as
of  31.12.2022, unless  the  general  meeting  specifies  otherwise. Taking into
account  the  relatively  long  time  period  between 31.12.2022 and the planned
merger,  it is  appropriate to  fix the  list of  shareholders of the Fund Being
Acquired  closer to the merger's effective date. 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
19 September 2022 between EfTEN Real Estate Fund III AS and EfTEN Kinnisvarafond
AS,  and to carry out  the merger under the  conditions stipulated in the merger
agreement  and set the date of fixing the list of shareholders of the Fund Being
Acquired as 31.01.2023 in accordance with clause 6.5 of the merger agreement.

Item 4: 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.
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  5: 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 total
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 January 2023), i.e. on the
basis  of the balance sheet  figures as at 31 December  2022. Since this date is
later  than the date of the general  meeting,  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 decision  on the  increase of  share capital  in accordance  with the
principles  specified in  the merger  agreement concluded  on 19 September 2022
within  a  four-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.

Additional organisational information:
Documents  related to  the general  meeting, incl.  the signed merger agreement,
merging  funds' annual reports for the last three financial years, approval from
the  depositary specified in subsection 1 of IFS § 153, the last published half-
year report of the fund, an overview of the financial activities of the fund for
the  current year  prepared by  the management  board, 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
(http://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: koosolek@eften.ee (mailto:koosolek@eften.ee) 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
(http://www.eref.ee).

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   koosolek@eften.ee
(mailto:koosolek@eften.ee)  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 13.12.2022 (Estonian time).  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 https://eref.ee/investorile/uldkoosolekud/.

Viljar Arakas
Member of the Management Board
Tel: 655 9515
E-mail: viljar.arakas@eften.ee (mailto:viljar.arakas@eften.ee)