Baltic Horizon Fund General Meeting - notice to investorsNorthern Horizon Capital AS invites Baltic Horizon Fund unit-holders and Swedish Depositary Receipt (hereinafter the “SDR”) holders (hereinafter together the “Investors”) to attend an extraordinary General Meeting (hereinafter the “General Meeting”) of Baltic Horizon Fund on 2 July 2024 at 14:00 (local Estonian time) at the office of Northern Horizon Capital AS at Hobujaama 5, 5th floor, 10151 Tallinn, Estonia. Registration for the meeting will begin at 13:30. The General Meeting will be held in English. Investors are invited to join the webinar to view the General Meeting online on 2 July 2024 at 14:00. 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_p4nQ3JaDTLe8wt5zIf4qpg 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 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 sections 47-1 and 55-9 of the Investment Funds Act of Estonia. The total number of units and votes in Baltic Horizon Fund amounts to 119,635,429. Agenda - Resolution on the issuance of new units by way of private placement in 2024 in order to strengthen the balance sheet of Baltic Horizon Fund.
Investors are invited to send questions and comments on the agenda item to the Baltic Horizon fund manager at Tarmo.Karotam@nh-cap.com by 25 June 2024. 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 21 June 2024, 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 25 June 2024 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 21 June to temporarily add their name on the Euroclear Sweden AB owner register. Notice of participation should be sent by 16:00 EET on 25 June 2024 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 Investor of the right to participate at the meeting. 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 proposal on the agenda item 1. Resolution on the issuance of new units by way of private placement in 2024 in order to strengthen the balance sheet of Baltic Horizon Fund Northern Horizon Capital AS proposes that the General Meeting resolves to issue new Baltic Horizon Fund units under the following conditions: - The new units are to be issued at a price corresponding to the weighted average price of Baltic Horizon Fund units on the Nasdaq Tallinn Stock Exchange during the past 90 days, calculated on and including the trading day preceding to the first day of the subscription period;
- Proceeds from the issuance of new units will be used for investments into existing real estate properties and/or to deleverage Baltic Horizon Fund´s portfolio;
- The new units will be issued at once or on several occasions during 2024, as decided by Northern Horizon Capital AS, based on the funding needs of Baltic Horizon Fund;
- The new units will be issued by way of private placement, i.e. no public offering will be made and no prospectus registered. The new units to be issued represent, over a period of 12 months, less than 20 % of the number of Baltic Horizon Fund units already admitted to trading.
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) For additional information, please contact: Tarmo Karotam
Baltic Horizon Fund manager
E-mail tarmo.karotam@nh-cap.com
www.baltichorizon.com Baltic Horizon Fund is a registered contractual public closed-end real estate fund managed by Alternative Investment Fund Manager license holder Northern Horizon Capital AS. Both the Fund and the Management Company are supervised by the Estonian Financial Supervision Authority. Distribution: Nasdaq, GlobeNewswire, www.baltichorizon.com To receive Nasdaq announcements and news from Baltic Horizon Fund about its projects, plans and more, register on www.baltichorizon.com. You can also follow Baltic Horizon Fund on www.baltichorizon.com and on LinkedIn, Facebook, X and YouTube.
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