Northern Horizon Capital AS invites Baltic Horizon Fund unit-holders to attend an annual General Meeting on 26 May 2020 at 15:00 (EET, local Estonian time) at the office of Northern Horizon Capital AS at Tornimäe 2, 24th floor, 10145 Tallinn, Estonia. Registration for the meeting will begin at 14:00.
The meeting is convened in accordance with sections 8.3, 8.7, 10.3.1, 10.4 and 10.6 of the Rules of Baltic Horizon Fund and section 47-1 and section 55-9 of the Investment Funds Act of Estonia.
The total number of units and votes in Baltic Horizon Fund amounts to 113,387,525.
Considering that the Estonian government announced an emergency situation on 12 March 2020 due to the pandemic spread of the coronavirus around the world and its spread in Estonia, Northern Horizon Capital AS strongly recommends unit-holders not to participate in the meeting physically and issue a power of attorney with instructions for voting to exercise their rights as a unit-holder. We propose the unit-holders to consider designating fund manager Tarmo Karotam as their authorised representative.
Unit-holders may also join the webinar to view the annual general meeting online on 26 May 2020 at 15:00. The webinar will be held in English.
To join the webinar, please register via the following link: https://attendee.gotowebinar.
You will be provided with the webinar link and instructions how to join successfully. When joining the webinar for the first time, you will be asked to download the plug-in. In case plug-in can’t be downloaded, a web browser which enables attending the webinar, opens automatically. The registration is open until 26 May 2020 at 12:00 PM (CET)/ 13:00 PM (EET).
Registered participants will receive a reminder e-mail one hour prior to the webinar. The webinar will be recorded and available online for everyone at the company’s website on www.baltichorizon.com.
Agenda
- Presentation of the FY2019 audited annual report of Baltic Horizon Fund, and interim report of Q1 2020;
- Issuance of new units of Baltic Horizon Fund in 2020.
Unit-holders are invited to send questions and comments on the agenda to the fund manager at Tarmo.Karotam@nh-cap.com by 19 May 2020. Northern Horizon Capital AS will respond to these questions and comments as soon as possible but no later than at the meeting itself.
Participation – requirements and notice
Investors who are entered in the Baltic Horizon Fund registry of unit-holders maintained by Nasdaq CSD SE ten days before the date of the General Meeting, i.e. at the end of business of Nasdaq CSD SE on 15 May 2020, are entitled to participate in the meeting.
In order to facilitate the registration process, Investors whose units are registered in their own name are invited to provide notice of their attendance by 19 May 2020 to bhfmeeting@nh-cap.com. Notice should include name, personal identification number (or the registration number of the legal person), address, number of units represented and, if applicable, attendance of any representatives, along with the name and personal identification number of the representatives. The attendance of a representative does not deprive the unit-holder of the right to participate at the meeting.
Instructions to holders of Baltic Horizon Fund units registered with Euroclear Sweden AB in Sweden
Notice of participation should be sent by 16:00 EET on 19 May 2020 to bhfmeeting@nh-cap.com. Notice should include name, personal identification number (or the registration number of the legal person), address, number of units represented and, if applicable, attendance of any representatives, along with the name and personal identification number of the representatives. The attendance of a representative does not deprive the unit-holder of the right to participate at the meeting.
Representation under a power of attorney
Unit-holders whose representatives are acting under a power of attorney are requested to prepare a written power of attorney for the representative in Estonian or English (templates can be found at Annex 1).
A copy of the executed power of attorney should be sent to bhfmeeting@nh-cap.com together with the notice of participation. In case the power of attorney is issued by a legal person, a certified copy of the registration certificate (or equivalent certificate of authority) shall be also submitted together with, as applicable, the documents certifying the authority of the representative in case the power of attorney is signed by a person under a power of attorney.
Baltic Horizon Fund is registered in Estonia, which means that any power of attorney (or any certified copy of the registration certificate of a legal person) issued in a foreign country should be notarised and accompanied by an apostille. The apostille requirement applies, for example, to powers of attorney issued and notarised in Sweden or Finland.
Instructions for the day of the General Meeting
We kindly ask Investors to bring a personal identification document, and for their representatives also to present the original written power of attorney in English or Estonian. In case the unit-holder is a legal person, documentation in Estonian or English language certifying the authority of the unit-holder’s representative or the signatory of the power of attorney will be also requested.
Data collected by Northern Horizon Capital AS 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 system will be used for the purpose of registration and preparing the voting list for the meeting.
Northern Horizon Capital AS proposals on the agenda item no 2
Northern Horizon Capital AS proposes that the General Meeting resolves to issue new Baltic Horizon Fund units during 2020 under the following conditions:
- The new units are to be issued at a price corresponding to the year-to-date weighted average price of Baltic Horizon Fund units on the Nasdaq Tallinn Stock Exchange until a date preceding 7 calendar days to first day of the subscription period.
- Proceeds from the issuance of new units will be used either to acquire new real estate investments on the market or for the development of existing properties;
- The new units will be issued at once or on several occasions in 2020, as decided by Northern Horizon Capital AS, based on the funding needs for new acquisitions or the development of the existing properties;
- The new units may be issued as decided by Northern Horizon Capital AS either by way of public offering or private placement, i.e. without publishing a prospectus.
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)
