Market announcement

Title

EfTEN REAL ESTATE FUND III AS NOTICE CALLING THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

Message

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 (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: [email protected] 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).

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 protected] 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.

Viljar Arakas
Member of the Management Board
Tel: 655 9515
E-mail: [email protected] (mailto:[email protected])