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The Management Board of EfTEN Real Estate Armamentarium III AS (registry cipher 12864036; bench Tallinn, A. Lauteri 5) calls an anniversary accepted affair of shareholders on 24 March 2020 at 10:00.
Venue of the accepted meeting: Radisson Blu Sky auberge added attic arrangement centre anteroom “Hansa”, abode Tallinn, Rävala pst 3.
The allotment of participants of the accepted affair starts at 09:00 on 24 March 2020 at the area of the meeting. The allotment ends at 10:00. If possible, we appeal that all shareholders access in time because the time appropriate to annals the participants of the meeting.
The anniversary of shareholders who shall be advantaged to participate in the anniversary accepted affair shall be anchored seven canicule above-mentioned to the date of the accepted meeting, i.e. on 17 March 2020 as at the end of the alive day of the agent of the adjustment arrangement of the fund’s securities.
Pursuant to the resolution of the Supervisory Board of EfTEN Real Estate Armamentarium III AS, the anniversary accepted affair will accept the afterward calendar calm with proposals of the Supervisory Board to the shareholders:
Item 1: Management Board’s overview of the fund’s activities The Management Board shall accommodate an overview of the activities of EfTEN Real Estate Armamentarium III AS. The said anniversary is for advisory purposes only.
Item 2: Approval of the 2019 anniversary reportProposal of the Supervisory Board: To accept the 2019 anniversary abode of EfTEN Real Estate Armamentarium III AS as presented to the accepted meeting.
Item 3: Administration of profitProposal of the Supervisory Board: The circumscribed net accumulation of the 2019 banking year of the armamentarium is EUR 7,737 thousand. To administer the undistributed accumulation as at 31 December 2019 in the absolute bulk of EUR 18,352 thousand as follows: Transfers to the assets capital: EUR 386,852;Profit to be broadcast amid the shareholders (net dividend): EUR 3,464,939 (EUR 0.82 per share);Transfers to added affluence shall not be fabricated and accumulation shall not be acclimated for any added purposes. Bulk of undistributed accumulation afterwards transfers is EUR 14,500 thousand. The anniversary of shareholders advantaged to assets shall be anchored on 8 April 2020 as at the end of the alive day of the agent of the adjustment arrangement of the fund’s securities. Therefore, the date of change in the rights adhering to shares (ex-date) is 7 April 2020. As of this date a being who acquired shares is not advantaged to assets for the 2019 banking year. Allotment shall be paid to the shareholders on 10 April 2020 by way of coffer alteration to the shareholder’s coffer account.
Item 4: Approval of the alliance acceding EfTEN Kinnisvarafond AS and EfTEN Real Estate Armamentarium III AS assured on 14 January 2020 a alliance agreement. The alliance has been accustomed by the depositaries of both funds. Rights and obligations appear beneath the alliance acceding alone afterwards the alliance acceding has been accustomed by the accepted affair of the shareholders of both funds. The achievement of the alliance is accountable to the authorisation from the Banking Supervision Authority, for which the armamentarium administrator has submitted an appliance to the Banking Supervision Authority.Proposal of the Supervisory Board: To accept the alliance acceding assured on 14 January 2020 amid EfTEN Real Estate Armamentarium III AS and EfTEN Kinnisvarafond AS.
Item 5: Alteration of the business name and the accessories of associationIn the advance of the merger, the business name of EfTEN Real Estate Armamentarium III AS shall be amended, and the armamentarium shall abide operations beneath the business name EfTEN Real Estate Armamentarium AS. In adjustment to alter the business name, the accessories of affiliation of EfTEN Real Estate Armamentarium III AS will accept to be adapted as well. In addition, the Management Board of the armamentarium has, calm with the armamentarium manager, advised the added accoutrement of the accessories of association. The revised accessories of affiliation accommodate an alteration to the business name and updates to provisions, which the armamentarium is appropriate to alter by advantage of amendments to acknowledged acts, or which acquaint corrections or amendments to the accessories of affiliation which do not affect the rights and obligations of the shareholders. Furthermore, the accouterment acclimation the success fee payable to the armamentarium administrator has been defined in the accessories of affiliation and a best amount of success fee per banking year has been determined, which is favourable to the shareholders. Said amendments to the accessories of affiliation do not accept to be accustomed by the Banking Supervision Ascendancy in accordance with § 37 (3) point 1 of the Investment Funds Act. The armamentarium administrator has abreast the Banking Supervision Ascendancy of the proposed amendments. Angle of the Supervisory Board: To accept EfTEN Real Estate Armamentarium AS as the new business name and to accept the new accessories of affiliation as presented to the accepted meeting.
Item 6: Access of allotment basic and advertisement of new shares on the Main Anniversary of Nasdaq Tallinn Stock ExchangeIn adjustment to backpack out the merger, the allotment basic of EfTEN Real Estate Armamentarium III AS as an accepting armamentarium shall be added on the anniversary of the accumulation of the assets of EfTEN Kinnisvarafond AS to be transferred to EfTEN Real Estate Armamentarium III AS. The admeasurement of the access of allotment basic as able-bodied as the cardinal of shares to be issued aloft the access shall be affected on the base of the blueprint defined in article 6.4.1 of the alliance acceding as at the day above-mentioned the antithesis area day of the alliance (i.e. 1 April 2020), i.e. on the base of the antithesis area abstracts as at 31 March 2020, which date is after than the date of the accepted affair and accordingly the access of the allotment basic shall be delegated to the Supervisory Board. Angle of the Supervisory Board: To agent to the adequacy of the Supervisory Board, in accordance with the law and accessories of affiliation of the fund, the chief on the access of allotment basic in accordance with the attempt defined in the alliance acceding assured on 14 January 2020 aural a three-month aeon afterward this accepted affair and to abide an appliance for the advertisement and acceptance to trading of all newly-issued shares on the Main Anniversary of Nasdaq Tallinn Stock Exchange. To authorise the Supervisory Board and the Management Board of the armamentarium to backpack out all activities and achieve all agreements all-important for this purpose.
Item 7: Addendum of the authorisations of the associates of the Supervisory Board The authorisations of the associates of the Supervisory Board shall abolish on 6 May 2020. The associates of the Supervisory Board accept consented to the addendum of their authorisations. Cooperation to date amid the fund’s Management Board, the armamentarium administrator and the Supervisory Board has been abutting and actual good. Angle of the Supervisory Board: To extend the authorisations of the associates of the Supervisory Board Arti Arakas, Sander Rebane, Siive Penu and Olav Miil for the abutting bristles years from their termination, i.e. until 6 May 2025.
Additional organisational information:
Documents accompanying to the accepted meeting, incl. the 2019 anniversary abode of the fund, abode of the affidavit auditor, accumulation administration proposal, abode of the Supervisory Board, abstract of the accessories of association, alliance agreement, amalgamation funds’ anniversary letters for the aftermost three banking years, approval from the depositary, abstract resolutions of the Management Board and any added advice accountable to the approved acknowledgment claim are accessible for assay on the webpage of the armamentarium www.eref.ee and until the date (incl.) of the accepted meeting, at the bounds of the armamentarium (address A. Lauteri 5, 10114 Tallinn, 3rd floor) on alive canicule from 09:00 until 16:00.
Questions with account to the affairs on the calendar of the accepted affair can be submitted via e-mail address: [email protected] or by mail to the abode of the armamentarium (Tallinn 10114, A. Lauteri 5) or via buzz by calling 372 655 9515. Questions, answers, shareholders’ proposals with account to the affairs on the calendar and the account of the accepted affair shall be appear on the webpage of EfTEN Real Estate Armamentarium III AS www.eref.ee.
The armamentarium does not accommodate an befalling for cyberbanking accord in the accepted affair or voting application cyberbanking agency or by mail.
We appeal to abide the afterward to annals the participants of the accepted meeting: – in case of a actor who is a accustomed person, an character document. A adumbrative of a actor shall additionally present a ability of advocate in accounting form. – in case of a actor who is a acknowledged person, an abstract from the anthology area the acknowledged being is registered, which proves the authorisation of the adumbrative to represent the acknowledged being (right of representation arising from law) and an character certificate of the representative. In case the adumbrative is not a acknowledged adumbrative of the acknowledged person, a accurate ability of advocate shall additionally be required. Area appropriate by applicative law, abstracts pertaining to a acknowledged being registered in a adopted country are requested to be legalized or appropriately apostilled. Abstracts in adopted accent are requested to be accompanied by a adaptation into Estonian by a affidavit translator. At the accepted meeting, a actor is advantaged to accept advice from the Management Board on the activities of the fund. The Management Board may adjudge to abstain advice if there is a acumen to accept that the acknowledgment of advice may account cogent accident to the interests of the accessible bound company. If the Management Board refuses to acknowledge information, the actor may appeal from the accepted affair to accept a resolution apropos the correctness of the advice appeal or to file, aural two weeks, a abode to a cloister by way of affairs on abode in adjustment to astrict the Management Board to accord information.
The shareholders whose shares represent at atomic 1/20 of the allotment basic may appeal for added items to be included on the calendar of the accepted meeting, if the corresponding appeal is submitted in autograph at atomic 15 canicule above-mentioned to the accepted affair to the abode EfTEN Real Estate Armamentarium III AS, A. Lauteri 5, 10114 Tallinn.
The shareholders whose shares represent at atomic 1/20 of the allotment basic may present a abstract resolution in account of anniversary anniversary on the calendar in autograph no after than three canicule above-mentioned to the accepted affair to the abode EfTEN Real Estate Armamentarium III AS, A. Lauteri 5, 10114 Tallinn.
Prior to the accepted meeting, the actor may acquaint of the arrangement of a adumbrative or the abolishment of the representative’s ascendancy by sending a digitally active apprehension to the e-mail abode [email protected] or by carrying the active abstracts in being on alive canicule amid 09:00 to 16:00 to EfTEN Real Estate Armamentarium III AS at A. Lauteri 5, 10114 Tallinn at the latest by 23 March 2020. In case a actor wishes to use the arrangement of ability of advocate aloft arrangement of a representative, the corresponding arrangement is accessible on the webpage of EfTEN Real Estate Armamentarium III AS www.eref.ee.
Viljar ArakasMember of the Management BoardTel: 655 9515E-mail: [email protected]
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