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Pealkiri

EfTEN Real Estate Fund III AS notice calling the annual general meeting of shareholders

Teade

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
15 April 2021 at 10:00.

Venue of the general meeting: Radisson Blu Hotel Olümpia second floor conference
centre hall "Alfa 3", address Tallinn, Liivalaia 33.

The  registration of participants of the  general meeting starts at 09:00 on 15
April  2021 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  08 April  2021 as  at  the  end  of  the working day of the
registrar of the settlement system of the fund's securities.

Measures to prevent the spread of the virus
In  order to  protect the  health of  all shareholders  and participants  in the
general  meeting,  EfTEN  Real  Estate  Fund  III  AS  asks the shareholders, if
possible,  to participate in  the general by  appointing a proxy  or vote on the
items  on the agenda of the general  meeting using electronic means prior to the
meeting  and watch the general meeting by  video transmission. This way, you can
vote  as you wish, while  avoiding gathering in one  room with many other people
and  reducing the  risk of  getting a  disease. We  recommend you appoint Viljar
Arakas, a member of the Management Board of the fund, as the proxy, 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/.
The persons who have signs of illness will not be allowed to attend the meeting.
The  shareholders participating in the general meeting in person must follow the
instructions  and  orders  given  for  the  protection  of  the  health  of  the
participants.

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 [email protected]
      (mailto:[email protected]) not later than on 14 March at 16:00. 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.
 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
      [email protected] (mailto:[email protected]) together with the electronic
      vote or before submitting the electronic vote.
  iv. Shareholders who have voted no later than 14.04.2021 at 16.00 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. The said item is for informational purposes only.

Item 2: Approval of the 2020 annual report
Proposal  of the Supervisory  Board: To approve  the 2020 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 2020
financial   year   of  the  fund  is  3.317 million  euros.  To  distribute  the
undistributed  profit as at 31 December 2020 in  the total amount of 18,277,000
euros as follows:
Transfers to the reserve capital: 166,000 euros;
Profit  to be  distributed between  the shareholders  (net dividend): 2,798,000
euros (66.3 euro cents 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 15,313,000 euros.
The  list of shareholders entitled to  dividends shall be fixed on 04.06.2021 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 03.06.2021. As of this date a person who acquired shares is
not entitled to dividends for the 2020 financial year. Dividend shall be paid to
the shareholders on 16.06.2021 by way of bank transfer to the shareholder's bank
account.

Item 4: Increase of the share capital and listing of new shares on the main list
of the Nasdaq Tallinn Stock Exchange
4.1. Proposal  of the  Supervisory Board:  In order  to continue  the investment
activities of the fund specified in the articles of association, to increase the
share capital by 8,500,000 euros by way of issue of new shares as follows:

 a. 850,000 new shares with the nominal value of 10 euros are issued, as a
    result of which the new amount of the share capital is 50,725,350 euros.
    (The valid amount of share capital before the share capital increase is
    42,225,350 euros);
 b. The shares must be paid for by a monetary contribution to bank account
    no. EE532200221061960175 of the fund in Swedbank;
 c. The shares are issued at a premium. The payment to be made for one share is
    its nominal value of 10 euros plus the minimum premium of 7.5 euros; the
    Supervisory Board may determine a higher premium than that at the latest by
    the commencement of subscription;
 d. The subscription of and payment for new shares take place in accordance with
    the procedure specified in the prospectus to be published before the
    commencement of the offer in the period from 14.05.2021 at 09:00 to
    31.05.2021 at 16:00.
 e. The existing shareholders of the fund i.e., the persons who have been
    entered in the list of shareholders of the fund as of 29.04.2021 as at the
    end of the working day of Nasdaq CSD, have a pre-emptive right to subscribe
    for new shares in proportion to the sum of the nominal values of their
    shares within two weeks from the adoption of a resolution on increase of
    share capital. (The total number of shares of the fund before the increase
    of the share capital is 4,222,535);
 f. The offer of shares is deemed to be oversubscribed if there are more
    applications for subscription than for subscribing for 850,000 shares. In
    the case of oversubscription, the Supervisory Board of the fund decides on
    the distribution and cancellation of shares;
 g. If less than 850,000 shares have been subscribed, the Management Board of
    the fund has the right to extend the subscription period or to cancel the
    shares that are not subscribed for within the subscription period.
 h. The first financial year for which the shares to be issued grant the right
    to receive dividends is the 2021 financial year.

4.2. Proposal of the Supervisory Board: To submit an application for the listing
of  all the  fund's new  shares to  be issued  and for  the admission thereof to
trading  on the main list of the  Nasdaq Tallinn Stock Exchange and to authorise
the  Supervisory Board and Management Board of  the fund to perform all acts and
enter all contracts and agreements necessary to this end.

Additional organisational information:
Documents  related to the  general meeting, incl.  the 2020 annual report of the
fund,  report of the sworn auditor,  profit distribution proposal, report of the
Supervisory  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: [email protected] (mailto:[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).

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]
(mailto:[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 14.04.2021.
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: [email protected] (mailto:[email protected])