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Decisions of the extraordinary general meeting of shareholders of EfTEN Real Estate Fund III AS 15.12.2022

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The  extraordinary general meeting of shareholders of EfTEN Real Estate Fund III
AS  was held on 15 December 2022 in  in the Radisson Collection Hotel Conference
Center (2nd floor, Tallinn, Rävala 3).

A  total of 135 shareholders attended  the meeting representing 2 747 187 votes.
This  means 54,16 % of the total votes were represented. Of the participants, 9
shareholders  representing 17 870 votes, i.e.,  0,35 % of all  votes attached to
the  shares, cast  their votes  electronically before  the meeting in accordance
with the electronic voting procedure announced in the invitation to the meeting.
The meeting therefore had a quorum.

The decisions of the extraordinary general meeting were as follows:

Determining the exchange ratio
With  2 747 187, i.e. 100 % votes in favour, the shareholders decided to approve
the  conditions for  the determination  of the  exchange ratio  of the merger of
EfTEN Kinnisvarafond AS (the Fund Being Acquired) and EfTEN Real Estate Fund III
AS  (the Acquiring  Fund) 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.

Approval of the merger agreement and determination of the list of shareholders
With  2 747 187, i.e. 100 % votes in favour, the shareholders decided 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.

Amendment of the business name and the articles of association
With  2 747 187, i.e. 100 % votes in favour, the shareholders decided 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.

Increase  of share capital and listing of new  shares on the Main List of Nasdaq
Tallinn Stock Exchange
With 2 747 187, i.e. 100 % votes in favour, the shareholders decided 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.

The minutes of the general meeting shall be made available on the fund's website
(https://eref.ee/investorile/uldkoosolekud/)  not  later  than  7 days after the
meeting.

In  addition to the  above decisions of  EfTEN Real Estate  Fund III AS, we note
that   the   extraordinary   general   meeting  of  the  shareholders  of  EfTEN
Kinnisvarafond  AS held on 14.12.2022, also  decided to determinate the exchange
ratio  and approved the merger agreement concluded on 19.09.2022 and adopted all
other decisions necessary to carry out the merger.

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