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)
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