Extraordinary General Meeting (hereinafter the “General Meeting”) of Baltic Horizon Fund unit-holders and Swedish Depositary Receipt (hereinafter the “SDR”) holders (hereinafter together the “Investors”) took place on 27 March 2025 in Tallinn, Estonia.
Proposed agenda of the meeting, as proposed by a unitholder, was the following:
- Decision to elect Andrius Smaliukas as a new member of the supervisory board of Baltic Horizon Fund as of 1 May 2025 for a period of two years.
- Decision to elect Milda Dargužaitė as a new member of the supervisory board of Baltic Horizon Fund as of 1 May 2025 for a period of two years.
- Decision to elect Antanas Anskaitis as a new member of the supervisory board of Baltic Horizon Fund as of 1 May 2025 for a period of two years.
- Decision to pay remuneration to the chairman of the supervisory board for fulfilling obligations of the member of the supervisory board in the amount of EUR 36,000 per calendar year.
- Decision to pay remuneration to supervisory board members, other than the chairman, for fulfilling obligations of the member of the supervisory board in the amount of EUR 11,000 per calendar year.
- Decision to recall Reimo Hammerberg, Monica Hammer and David Bergendahl from the position of the supervisory board member of Baltic Horizon Fund with the last date of the office being 30 April 2025.
3 investors were registered as attending the meeting, holding less than 1% of the fund units which is below the required quorum. Investors were not able to adopt the proposed resolutions.
Notice to convene a new general meeting
According to section 10.11 of the rules of the fund, the management company Northern Horizon Capital AS convenes a new general meeting, with the same agenda.
The new general meeting of Baltic Horizon Fund is to be held on 7 April 2025 at 13:00 (local Estonian time) at the office of Northern Horizon Capital AS at Roseni 7 (A tower), 6th floor, 10111 Tallinn, Estonia. Registration for the meeting will begin at 12:00. The General Meeting will be held in English.
The meeting is convened in accordance with sections 10.3.3, 10.5, 10.11, 11.2 of the Rules of Baltic Horizon Fund and section 47-1 of the Investment Funds Act of Estonia.
Investors are invited to join the webinar to view the General Meeting online on 7 April 2025 at 13:00. Investors are invited to issue a power of attorney with instructions for voting to exercise their rights as an Investor. We propose the Investors to consider designating fund manager Tarmo Karotam as their authorised representative (please see instructions below and templates at Annex 1).
To join the webinar, please register via the following link:
https://nasdaq.zoom.us/webinar/register/WN_vSmhsW1uQhqwRaTQ3EBXBA
You will be provided with the webinar link and instructions how to join successfully. The webinar will be recorded and available online for everyone at the company’s website on www.baltichorizon.com.
The total number of units and votes in Baltic Horizon Fund amounts to 143,562,514.
Agenda, as proposed by the unitholder:
- Decision to elect Andrius Smaliukas as a new member of the supervisory board of Baltic Horizon Fund as of 1 May 2025 for a period of two years.
- Decision to elect Milda Dargužaitė as a new member of the supervisory board of Baltic Horizon Fund as of 1 May 2025 for a period of two years.
- Decision to elect Antanas Anskaitis as a new member of the supervisory board of Baltic Horizon Fund as of 1 May 2025 for a period of two years.
- Decision to pay remuneration to the chairman of the supervisory board for fulfilling obligations of the member of the supervisory board in the amount of EUR 36,000 per calendar year.
- Decision to pay remuneration to supervisory board members, other than the chairman, for fulfilling obligations of the member of the supervisory board in the amount of EUR 11,000 per calendar year.
- Decision to recall Reimo Hammerberg, Monica Hammer and David Bergendahl from the position of the supervisory board member of Baltic Horizon Fund with the last date of the office being 30 April 2025.
Investors are invited to send questions and comments on the agenda to the Baltic Horizon fund manager at Tarmo.Karotam@nh-cap.com by 31 March 2025. Northern Horizon Capital AS will respond to the questions and comments 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 and holders of SDRs registered in the Euroclear Sweden AB system ten days before the date of the General Meeting, i.e. at the end of business of Nasdaq CSD SE on 28 March 2025, 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 4 April 2025 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 SDRs registered with Euroclear Sweden AB in Sweden
IMPORTANT REQUIREMENT: SDR holders whose SDR-s are registered with Euroclear Sweden AB via a bank or other nominee are required to notify their bank or nominee account provider by end of business of 28 March 2025 to temporarily add their name on the Euroclear Sweden AB owner register.
Representation under a power of attorney
Investors 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 also be 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 Investor is a legal person, documentation in Estonian or English certifying the authority of the Investor’s representative or the signatory of the power of attorney will also be 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 SDRs 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 items
- Decision to elect Andrius Smaliukas as a new member of the supervisory board of the Baltic Horizon Fund
According to section 11.2 of the Rules of Baltic Horizon Fund the members of the supervisory board shall be appointed at the general meeting for a period of at least two years. The proposal is to elect Andrius Smaliukas as a new member of the supervisory board.
Dr. Smaliukas is the Managing Partner at MMSP, a Lithuanian law firm focused on strategic corporate advisory and dispute resolution. He previously partnered at one of the leading Pan-Baltic firm, Valiunas Ellex, and holds nearly 20 years of experience as an arbitrator and international arbitration lead counsel. Dr. Smaliukas earned his Ph.D. and Master of Laws from Vilnius University, conducted postgraduate research at Oxford, and completed executive programs at Cambridge Judge Business School and Harvard Law School. Dr.Smaliukas serves on the boards of Staticus Group, Kesko Senukai, has extensive advisory experience in commercial real estate M&A and investment management across the Baltic countries.
Andrius Smaliukas does not hold any units of the Baltic Horizon Fund.
- Decision to elect Milda Dargužaitė as a new member of the supervisory board of the Baltic Horizon Fund
According to section 11.2 of the Rules of Baltic Horizon Fund the members of the supervisory board shall be appointed at the general meeting for a period of at least two years. The proposal is to elect Milda Dargužaitė as a new member of the supervisory board.
Milda Dargužaitė is the former CEO of Northern Horizon Capital A/S, the shareholder of Northern Horizon Capital AS. She was responsible for managing the company’s operations and strategic direction, including the development of new funds and investment vehicles. Milda has significant experience in both the public and private sectors, locally and internationally. She joined the company in 2018 after roles as the Chancellor at the Lithuanian Prime Minister’s Office, Managing Director of Invest Lithuania, and advisor to the Lithuanian Minister of Economy. Milda has a wealth of experience in finance and portfolio management from her time at Goldman Sachs in New York and Barclays in London. Milda Dargužaitė was the supervisory board member of Northern Horizon Capital AS from July 2018 until September 2023.
Milda holds a bachelor’s degree in Mathematics and Economics from Middlebury College and a master’s degree in Operations Research and Financial Engineering from Princeton University. She has served on the boards of several Northern Horizon Group entities.
Milda Dargužaitė does not hold any units of the Baltic Horizon Fund.
- Decision to elect Antanas Anskaitis as a new member of the supervisory board of the Baltic Horizon Fund
According to section 11.2 of the Rules of Baltic Horizon Fund the members of the supervisory board shall be appointed at the general meeting for a period of at least two years. The proposal is to elect Antanas Anskaitis as a new member of the supervisory board.
Antanas Anskaitis is a partner at Grinvest which is a private investment company with interests in real estate and transportation. Antanas has over 20 years of real estate investment management experience (out of which 16 within Northern Horizon Capital group). Since 2015 until 2020 Antanas managed a successful Baltic-Polish investment portfolio on behalf of Partners Group and lead over 30 commercial property transactions in the Baltics and Poland having experience both on sell and buy side. Antanas has MSc in Management and Economics.
Grinvest through its subsidiary in Estonia Gene Investments OÜ is the largest unitholder in Baltic Horizon Fund (>25%) at the time of this notice.
- Decision to pay remuneration to the chairman of the supervisory board
According to section 11.11 of the Rules of Baltic Horizon Fund, supervisory board members are entitled to remuneration for their service. The amount of remuneration payable to the chairman and members of the supervisory board shall be decided at the general meeting. According to section 11.4 of the Rules of Baltic Horizon Fund, supervisory board members elect a chairman from among themselves in the first meeting after election of any new member(s).
The supervisory board in this composition intends working in close liaison with Northern Horizon Capital AS in the subcommittees and meet at least once a month while Baltic Horizon Fund is in the turnaround phase. The proposal is therefore to pay remuneration to the chairman of the supervisory board in the amount of EUR 36,000 per calendar year.
- Decision to pay remuneration to supervisory board members
According to section 11.11 of the Rules of Baltic Horizon Fund, supervisory board members are entitled to remuneration for their service. The amount of remuneration payable to the chairman and members of the supervisory board shall be decided at the general meeting.
The proposed remuneration is the same as for the current members of the supervisory board. The unitholder proposes to remunerate each supervisory board member (except the chairman, who shall be remunerated in accordance with point 4 above) in the amount of EUR 11,000 per calendar year.
- Decision to recall Reimo Hammerberg, Monica Hammer and David Bergendahl from the position of the supervisory board member of Baltic Horizon Fund
According to section 10.3.3 of the Rules of Baltic Horizon Fund the members of the supervisory board shall be recalled at the general meeting.
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)
Annex 1 – poa.Investors-EGM-template.2025-04-07.est
Annex 1 – poa.Investors-EGM-template.2025-04-07.eng
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