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EfTEN Kinnisvarafond II news

Notice of convening annual general meeting of shareholders of EfTEN Kinnisvarafond II AS

The Management Board of EfTEN Kinnisvarafond II AS (registry code 12781528, registered address A. Lauteri 5, Tallinn; hereinafter the “Fund”), convenes an annual general meeting of shareholders on 12 April 2018 at 10:00, in the Radisson Blu Sky Hotel Conference Center (2nd floor, Tallinn, Rävala pst 3).
Pursuant to the decision of the Supervisory Board of EfTEN Kinnisvarafond II AS, the agenda of the Annual General Meeting of Shareholders shall be as follows:

1. Overview of the activities of the Fund
2. Approval of the Annual Report 2017
3. Distribution of profit
4. Amendments to the articles of association and the management contract
5. Increase of share capital
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The Supervisory Board and the Management Board of the Fund present the following proposals to the shareholders regarding the agenda items:

1. Overview of the activities of the fund
The Management Board shall provide overview of the activities of the fund. This item is informative.

2. Approval of the annual report 2017
Proposal of the Management Board and the Supervisory Board: To approve the Annual Report 2017, as presented to the general meeting.

3. Distribution of profit
Proposal of the Management Board and the Supervisory Board: Distributable profit as at 31.12.2017 in amount of 26 654 182 euros distribute as follows:
Transfers to the legal reserve in amount of 996 519 euros.
A part of the profit of the fund shall be paid out as (net) dividends in amount of 7 022 428 euros (0.87 euros per share).
After the allocations, retained earnings will amount to 18 635 235 euros.
The list of shareholders with a right to receive dividends shall be fixed as at 19 April 2018 at the end of the working day of the Nasdaq CSD Estonian Settlement System.
Dividends shall be paid to the bank accounts of shareholders via bank transfer on 30 April 2018.

4. Amendments to the articles of association and the management contract
As regards with the entry into force new Investment Funds Act and amendments to the Securities Register Maintenance Act and the Commercial Code, also the Articles of Association of the Fund and the management contract must be updated.
Proposal of the Management Board and the Supervisory Board:
4.1. To approve the new wording of the Articles of Association of the Fund.
4.2. To approve the new wording of the management contract, and to authorise the management board to sign this contract.

5. Increasing the share capital
The Supervisory Board has approved the acquisition of a new investment (the Marienthal Center). In connection with this decision, the share capital of the Fund should be increased.
Proposal of the Management Board and the Supervisory Board:
To increase the share capital by € 11 420 000 through the issue of new shares, as follows:

(i) Issue of 1 142 000 new shares with the nominal value of € 10 (ten euros), resulting in the new share capital of € 92 137 560;
(ii) New shares are issued with a premium. The issue price for a share (nominal + premium) will be calculated on the basis of NAV as of 31.03.2018 minus the dividend payment and related income tax for 2017 for one share. The amount of the share premium will be indicated in the decision of the general meeting;
(iii) The issued shares will entitle the holder to dividends from the financial year of 2018 i.e. the new shares do not give the right to participate in the distribution of the profit of the financial year 2017.
(iv) Only the persons indicated in the decision of the general meeting have the right to subscribe the new shares. The subscription period for the shares issued by the Fund starts with the adoption of the decision and ends on 20 April 2018. The monetary payments for the new shares of the Fund shall be made into bank account of EfTEN Kinnisvarafond II AS No EE212200221060959129 in Swedbank, at latest by April 20, 2018.
(vi) In case the amount of shares subscribed for during the subscription period is under the volume of the planned share capital increase, the Management Board of the Fund will have the right to cancel the shares that were not subscribed for during the subscription period. The Management Board will have the right to exercise this right during 15 days after the end of the subscription period.

Additional information:
The list of shareholders entitled to participate in the general meeting will be determined as at five working days before holding the general meeting, at the end of the working day of the Nasdaq
CSD Estonian Settlement System. All documents concerning the Annual General Meeting of the Shareholders, including draft resolutions, the Annual Report 2017, the auditor’s report, the profit distribution proposal, the report of the Supervisory Board, the articles of association and the management contract will be made available to the shareholders at the office of the Fund in Tallinn, at A. Lauteri 5 (III floor), on workdays from 9:00AM till 4:00PM until the day of the General Meeting.
At the General Meeting, the shareholders are entitled to receive information on the activities of the Fund from the Management Board. If the Management Board of the Fund refuses to provide information, the shareholders may demand that the General Meeting decide on the legitimacy of their demand, or submit, within two weeks, an application to court in proceedings on petition to require the Management Board to provide the information.
Shareholders, whose shareholding represents at least 1/10 of the share capital, may request for additional items to be added to the agenda of the General Meeting, if the respective request is submitted in writing at least 15 days prior to the General Meeting. Shareholders, whose shareholding represents at least 1/10 of the share capital, may submit their draft resolutions to each agenda item, incl. additional agenda items in writing up to 3 days before the General Meeting.
Registering to participate in the General Meeting will start at 09.30AM on April 12th 2018.
To register, we kindly ask shareholders to present an ID document and the representative of the shareholder additionally to present a signed Power of Attorney or other documents validating
representation. In case Fund’s shareholder is a legal person registered in a foreign country, then the valid excerpt of the registry card must be either legalized or authenticated with a document certificate apostille and translated to Estonian.
We kindly ask you to send a confirmation of receipt of the Annual General Meeting invitation without delay on your choice in writing (at the address Tallinn,                   A. Lauteri 5) or electronically
(viljar.arakas@eften.ee).