The Administration Board of EfTEN Actual Property Fund AS (earlier enterprise title EfTEN Actual Property Fund III AS; registry code 12864036; seat Tallinn, A. Lauteri 5) calls an annual normal assembly of shareholders on 20 April 2023 at 10:00.
Venue of the final assembly: Swissôtel Tallinn Convention Middle at Tallinn, Tornimäe 3.
The registration of members of the final assembly begins at 09:00 on 20 April 2023 on the venue of the assembly. The registration ends at 10:00. If doable, we request that each one shareholders arrive in time contemplating the time required to register the members of the assembly.
The record of shareholders who shall be entitled to take part within the annual normal assembly shall be mounted seven days previous to the date of the final assembly, i.e., on 13 April 2023 as on the finish of the working day of the registrar of the settlement system of the fund’s securities.
The shareholders additionally might take part by appointing a consultant or vote on the objects on the agenda of the final assembly utilizing digital means previous to the assembly. When appointing a consultant, we advocate you appoint Viljar Arakas, a member of the Administration Board of the fund, whom you may give exact directions to vote in your behalf on every agenda merchandise. In case a shareholder needs to make use of the template of energy of legal professional upon appointment of a consultant, the respective template is accessible on the webpage of EfTEN Actual Property Fund AS https://eref.ee/investorile/uldkoosolekud/.
Digital voting of draft resolutions
Shareholders might vote electronically on the agenda objects earlier than the final assembly is held in accordance with the next process:
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The digital vote have to be despatched to the handle koosolek@eften.ee not later than on 19 April 2023 at 16:00 (Estonian time). The shareholder has the suitable to alter or cancel the vote given or submit objections not later than indicated within the earlier sentence.
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The shareholder’s vote have to be given on the respective kind out there on the fund’s web site https://eref.ee/investorile/uldkoosolekud/ and have to be digitally signed. In case a number of correctly stuffed and signed voting ballots are submitted on behalf of 1 shareholder, solely the voting poll obtained later in time shall be thought of legitimate, and all earlier voting ballots of that shareholder shall be thought of invalid. In case the shareholder has submitted the voting poll, but additionally attends the final assembly in particular person, all of the voting ballots submitted by the shareholder earlier than the final assembly shall be thought of invalid.
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In case the shareholder is represented on the normal assembly by a consultant, a digitally signed energy of legal professional certifying the suitable of illustration have to be submitted to the e-mail handle koosolek@eften.ee along with the digital vote or earlier than submitting the digital vote.
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Shareholders who’ve voted no later than 19 April 2023 at 16.00 (Estonian time) shall be deemed to have taken half within the normal assembly and the votes represented by the shareholders’ shares shall be accounted as a part of the quorum of the final assembly, until in any other case offered by regulation.
Pursuant to the decision of the Supervisory Board of EfTEN Actual Property Fund AS, the annual normal assembly may have the next agenda along with proposals of the Supervisory Board to the shareholders:
Merchandise 1: Administration Board’s overview of the fund’s actions
The Administration Board shall present an summary of the actions of EfTEN Actual Property Fund AS. The stated merchandise is for informational functions solely.
Merchandise 2: Approval of the Fund’s annual report for 2022 and remuneration report
The consolidated annual report of the Fund for 2022 has been audited by PricewaterhouseCoopers. The Supervisory Board has permitted the report, ready the Supervisory Board’s report, and submitted it along with the revenue distribution proposal to the final assembly for approval. The compliance with the necessities established for the remuneration report has been audited by the auditor of the fund.
Proposal of the Supervisory Board: To approve the annual report 2022 of EfTEN Actual Property Fund AS and the remuneration report ready as a observe to the annual report as submitted to the final assembly.
Merchandise 3: Distribution of revenue
Proposal of the Supervisory Board: The consolidated web revenue of the 2022 monetary yr of the fund is 11 408 thousand euros. To distribute the undistributed revenue as at 31 December 2022 within the complete quantity of 35,102 thousand euros as follows:
Transfers to the reserve capital: 600 thousand euros.
Revenue to be distributed between the shareholders (web dividend): 12,471 thousand euros (1,1526 euros per share).
Transfers to different reserves shall not be made and revenue shall not be used for another functions.
Quantity of undistributed revenue after transfers is 22,031 thousand euros.
The record of shareholders entitled to dividends shall be mounted on 05.05.2023 (file date) as on the finish of the working day of the registrar of the settlement system of the fund’s securities. Due to this fact, the date of change within the rights attaching to shares (ex-date) is 04.05.2023. As of this date an individual who acquired shares isn’t entitled to dividends for the 2022 monetary yr. Dividend shall be paid to the shareholders on 12.05.2023 by means of financial institution switch to the shareholder’s checking account.
Merchandise 4: Enhance of share capital and itemizing of recent shares on the Major Listing of Nasdaq Tallinn Inventory Trade
To make sure the continuing improvement and future investments of the fund, the fund plans to hold out an extra share subject, which might happen in autumn 2023 on the earliest. To keep away from an extra administrative load on this regard (together with convening the final assembly solely to make this choice), the administration of the fund proposes to delegate the rise of the share capital to the Supervisory Board in accordance with clause 6.11 of the articles of affiliation. In accordance with the fund’s articles of affiliation and the regulation, the suitable to determine to extend the share capital is allowed to be assigned to the Supervisory Board for a sure interval.
Proposal of the Supervisory Board: To delegate to the competence of the Supervisory Board, the choice on the rise of share capital for a one-year interval following this normal assembly. To authorise the Supervisory Board and the Administration Board of the fund to hold out all actions and conclude all agreements needed for this objective.
Further organisational data:
Paperwork associated to the final assembly, incl. the 2022 annual report of the fund, report of the sworn auditor, revenue distribution proposal, report of the Supervisory Board, draft resolutions of the Administration Board and another data topic to the statutory disclosure requirement can be found for examination on the webpage of the fund www.eref.ee and till the date (incl.) of the final assembly, on the premises of the fund (handle A. Lauteri 5, 10114 Tallinn, third flooring) on working days from 09:00 till 16:00.
Questions with respect to the issues on the agenda of the final assembly might be submitted through e-mail handle: koosolek@eften.ee or by mail to the handle of the fund (Tallinn 10114, A. Lauteri 5) or through cellphone by calling + 372 655 9515. Questions, solutions, shareholders’ proposals with respect to the issues on the agenda and the minutes of the final assembly shall be printed on the webpage of EfTEN Actual Property Fund AS www.eref.ee.
We request to submit the next to register the members of the final assembly:
– in case of a shareholder who’s a pure particular person, an id doc. A consultant of a shareholder shall additionally current an influence of legal professional in written kind.
– in case of a shareholder who’s a authorized particular person, an extract from the registry the place the authorized particular person is registered, which proves the authorisation of the consultant to characterize the authorized particular person (proper of illustration arising from regulation) and an id doc of the consultant. In case the consultant isn’t a authorized consultant of the authorized particular person, a sound energy of legal professional shall even be required. The place required by relevant regulation, paperwork pertaining to a authorized particular person registered abroad are requested to be legalized or duly apostilled. Paperwork in overseas language are requested to be accompanied by a translation into Estonian by a sworn translator.
On the normal assembly, a shareholder is entitled to obtain data from the Administration Board on the actions of the fund. The Administration Board might determine to withhold data if there’s a cause to consider that the disclosure of knowledge might trigger vital injury to the pursuits of the general public restricted firm. If the Administration Board refuses to reveal data, the shareholder might demand from the final assembly to undertake a decision relating to the lawfulness of the data request or to file, inside two weeks, a petition to a courtroom by means of proceedings on petition to obligate the Administration Board to present data.
The shareholders whose shares characterize at the very least 1/20 of the share capital might request for added objects to be included on the agenda of the final assembly, if the respective request is submitted in writing at the very least 15 days previous to the final assembly to the handle EfTEN Actual Property Fund AS, A. Lauteri 5, 10114 Tallinn.
The shareholders whose shares characterize at the very least 1/20 of the share capital might current a draft decision in respect of every merchandise on the agenda in writing no later than three days previous to the final assembly to the handle EfTEN Actual Property Fund AS, A. Lauteri 5, 10114 Tallinn.
Previous to the final assembly, the shareholder might notify of the appointment of a consultant or the revocation of the consultant’s authority by sending a digitally signed discover to the e-mail handle koosolek@eften.ee or by delivering the signed paperwork in particular person on working days between 09:00 to 16:00 to EfTEN Actual Property Fund AS at A. Lauteri 5, 10114 Tallinn on the newest by 19 April 2023 (Estonian time).
Viljar Arakas
Member of the Administration Board
Tel: 655 9515
E-mail: viljar.arakas@eften.ee
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