Notice to convene new general meeting of unitholde
Post# of 301275
Annual general meeting of Baltic Horizon Fund (the Fund ) took place on 15 May 2018 but due to the absence of required quorum the general meeting was unable to adopt resolutions.
According to section 10.11 of the rules of the Fund, the management company Northern Horizon Capital AS (the Management Company ) convenes a new general meeting, with the same agenda.
The new general meeting of unitholders of the Fund (the AGM ) is to be held on 19 th June 2018 at 15:00 (EST) Coca Cola Plaza cinema, Hobujaama 5, 10151, Tallinn, Estonia. Registration for the meeting will start at 14:00 (EST) i.e. local Estonian time.
The general meeting of the unit-holders of the Fund is assembled on the basis of sections 10.4, 10.6 and 8.12 of the rules of the Fund and section 47-1 of the Estonian Investment Funds Act.
The total number of units and votes in the Fund amounts to 79,157,094.
Agenda for the AGM
The agenda of the general meeting of the unitholders of the Fund is the following:
- Presentation on the FY2017 annual report together with auditor’s report of the Fund and interim report of 2018 Q1;
- Presentation of the interpretation of Section 15.4.1(r) of the Fund Rules;
- Resolution on establishment of Fund units buy-back program.
All unitholders are welcomed to send any questions and comments regarding the agenda to the fund manager’s e-mail address Tarmo.Karotam@nh-cap.com by 12 th June 2018. The Management Company will answer to the questions during the meeting.
Requirements for the right to participate at the AGM and notification of participation
Unitholders who are entered in the unitholders registry of the Fund maintained by Nasdaq CSD SE at ten days before the date of the general meeting, i.e. on 08 th June 2018 at the end of business day of Nasdaq CSD SE, are entitled to participate at the AGM.
Unitholders whose units are registered in the unitholders’ own name in the unitholders registry maintained by Nasdaq CSD SE are invited, in order to facilitate smooth registration process at the meeting, to notify of their wish to attend the meeting by 12 th June 2018 to the Management Company’s e-mail address bhfmeeting@nh-cap.com .
Notification of participation shall include the name, personal identification number (or the registration number of the legal person), address, amount of units represented and, if applicable attendance of any representatives together with their name and personal identification number. We note that the participation of a representative does not deprive the unitholder of the right to participate at the AGM of the Fund.
Instructions to holders of Fund units registered with Euroclear Sweden AB in Sweden
Notification of participation in the AGM shall be made at the latest on 12 th June 2018 preferably before 16 pm EST to Management Company’s e-mail address bhfmeeting@nh-cap.com .
Notification of participation shall include the name, personal identification number (or the registration number of the legal person), address, amount of units represented and, if applicable attendance of any representatives together with their name and personal identification number. We note that the participation of a representative does not deprive the unitholder of the right to participate at the AGM of the Fund.
Representation under a power of attorney
Unitholders who are represented under a power of attorney are requested to prepare a written power of attorney for the representative in Estonian or English language (please see Annex 1 that includes templates).
The copy of the executed power of attorney should be presented to the Management Company at the above-mentioned e-mail address together with the notification for participation prior to the AGM. In case the power of attorney is issued by a legal person, a certified copy of the registration certificate or an equivalent certificate of authority shall be also submitted, together with, if applicable, the documents certifying the authorisation rights of the representative in case the power of attorney is signed by a person under a power of attorney.
Since the Fund is registered in Estonia, please note that the powers of attorney issued in a foreign state and a certified copy of the registration certificate of a legal person should be notarised and also accompanied with an apostille, if applicable (apostille requirement applies, for example, for powers of attorney issued and notarised in Sweden and in Finland).
Instructions for the AGM day
We kindly ask that you bring a personal identification document to the meeting and in the case of representation also present the original written power of attorney in English or Estonian language. In case the unitholder is a legal person, documentation in Estonian or English language certifying the representation right of the unitholder’s representative or the signatory of the power of attorney shall be also requested.
The data collected by the Management Company from powers of attorney, the unitholders registry maintained by Nasdaq CSD SE and the list of holders of units registered in the Euroclear Sweden AB, Sweden system will be used by the Management Company for registration and preparation of the voting list for the AGM.
The Management Company’s proposals on the AGM items
2. Interpretation of Section 15.4.1(r) of the Fund Rules
Section 15.4.1(r) of the Fund rules provides that all other operational and financial expenses attributable to investments of the Fund, including but not limited to capital expenditures are payable on account of the Fund for the functioning of the Fund. For the avoidance of doubt, the Management Company hereby informs and clarifies for all stakeholders that the accounting costs of the Fund are considered operational expenses attributable to investments of the Fund and are to be borne on account of the Fund.
3. Resolution on units buy-back program.
The Management Company proposes that the AGM resolves to establish a buy-back program of Fund and authorises the Management Company (or person acting under its mandate) to acquire the Fund’s own units, under the following conditions:
- The re-purchases of units are executed either on Nasdaq Tallinn and/or Nasdaq Stockholm in accordance with the rules of Nasdaq Tallinn and/or Nasdaq Stockholm applicable and strictly in line with applicable legislation;
- The purpose of the re-purchase program is to strengthen the capital structure of the Fund by purchasing units at the price lower than the NAV of the Fund unit at the time;
- Re-purchases are made at the price level lower than NAV of the Fund unit at the time;
- Maximum of 5,000,000 units may be repurchased during the period of 12 months starting from 15 th May 2018 for the maximum amount of EUR 5,000,000;
- The aggregate number of units purchased and held by the Fund shall not exceed 10% of the total number of Fund units at any time;
- Payment for the units shall be made in cash;
- The Units held by the Fund shall not grant any unitholder rights to the Fund or to the Management Company;
- the Management Company shall cancel the Units within 3 months after the re-purchase.
- The Management Company has received confirmation from the Estonian Financial Supervision Authority and the Swedish Financial Supervisory Authority that the buy-back program of the Fund on the above terms falls under the safe harbours of the Market Abuse Regulation No 596/2014/EU.
The Fund currently does not own any own units.
Annex 1:
- Form of power of attorney to appoint a representative for the general meeting (in Estonian)
- Form of power of attorney to appoint a representative for the general meeting (in English)
Additional information:
Tarmo Karotam Baltic Horizon Fund manager E-mail tarmo.karotam@nh-cap.com www.baltichorizon.com
The Fund is a registered contractual public closed-end real estate fund that is managed by Alternative Investment Fund Manager license holder Northern Horizon Capital AS.
Distribution: GlobeNewswire, Nasdaq Tallinn, Nasdaq Stockholm, www.baltichorizon.com
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