Baltic Horizon Fund General Meeting – notice to investors
Northern 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 6 December 2023 at 14:00 (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 13:00. The General Meeting will be held in English.
Investors are invited to join the webinar to view the General Meeting online on 6 December 2023 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_odbE_B4-RZK95W4-5R3hQg#/registration
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 10.3.3, 10.4, 10.6, 11.2 of the Rules of Baltic Horizon Fund and section 47-1 of the Investment Funds Act of Estonia.
The total number of units and votes in Baltic Horizon Fund amounts to 119,635,429.
*Agenda*
1. Decision to elect Reimo Hammerberg as a new member of the supervisory board of Baltic Horizon Fund as of 1 January 2024 for an indefinite period.
2. Decision to pay remuneration to Reimo Hammerberg for fulfilling obligations of the member of the supervisory board in the amount of EUR 16,000 per calendar year.
3. Decision to elect Monica Hammer as a new member of the supervisory board of Baltic Horizon Fund as of 1 January 2024 for an indefinite period.
4. Decision to pay remuneration to Monica Hammer for fulfilling obligations of the member of the supervisory board in the amount of EUR 11,000 per calendar year.
5. Decision to elect Per V. Jenster as a new member of the supervisory board of Baltic Horizon Fund as of 1 January 2024 for an indefinite period.
6. Decision to pay remuneration to Per V. Jenster for fulfilling obligations of the member of the supervisory board in the amount of EUR 11,000 per calendar year.
7. Decision to recall Raivo Vare, Andris Kraujins and Per Moller from the position of the supervisory board member with the last date of the office being 31 December 2023.
Investors are invited to send questions and comments on the agenda to the Baltic Horizon fund manager at Tarmo.Karotam@nh-cap.com by 29 November 2023. 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 24 November 2023, 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 29 November 2023 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*
Notice of participation should be sent by 16:00 EET on 1 December 2023 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 proposals on the agenda items*
*1. Decision to elect Reimo Hammerberg as a new member of the supervisory board of the 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. Northern Horizon Capital AS proposes to elect Reimo Hammerberg as a new member of the supervisory board.
Reimo Hammerberg was a partner with law firm Sorainen for over 13 years and built a leading capital markets and financial services practice. Reimo is also a founder and CEO of Ignium, a company that makes capital available for small businesses by enabling them to engage and monetize their communities and turn them into stakeholders, from which he exited in 2023. Reimo holds a bachelor degree in law from University of Tartu (2003) and L.L.M degree from University of San Diego (2006). In the recent years, Reimo Hammerberg has been deeply engaged in FinTech and blockchain projects and companies. Currently, Reimo Hammerberg also holds a board member seat in an electronic credit card company and Holm Bank. Reimo Hammerberg has been advising Baltic Horizon Fund and its predecessor since 2010.
Reimo Hammerberg does not hold any units of the Baltic Horizon Fund.
*2. Decision to pay remuneration to Reimo Hammerberg*
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 chairman of the supervisory board. Northern Horizon Capital AS proposes to pay remuneration to Reimo Hammerberg in the amount of EUR 16,000 per calendar year.
*3. Decision to elect Monica Hammer as a new member of the supervisory board of the Fund*
Northern Horizon Capital AS proposes to elect Monica Hammer as a new member of the supervisory board.
Monica Hammer has experience in the financial sector for 15 years, 6 of which in managerial positions. Monica Hammer has worked as a Director and Head of Office Lease at an international investment management company Colliers International and as a Head of Commercial at SIGNAL, an architecture and design company. Currently, Monica Hammer is a Head of Workplace Consultancy at CBRE, a global real estate assets investment management firm.
Monica Hammer does not hold any units of the Baltic Horizon Fund.
*4. Decision to pay remuneration to Monica Hammer*
The proposed remuneration is the same as for the current members of the supervisory board. Northern Horizon Capital AS proposes to pay remuneration to Monica Hammer in the amount of EUR 11,000 per calendar year.
*5. Decision to elect Per V. Jenster as a new member of the supervisory board of the Fund*
Northern Horizon Capital AS proposes to elect Per V. Jenster as a new member of the supervisory board.
Professor Per V. Jenster graduated from University of Århus in 1983 receiving a B.S./M.A. degree in Business Economics and University of Pittsburgh in 1985 with a Ph.D degree in Strategic Management. Per V. Jenster is a Professor Emeritus and International Dean of the National Interdisciplinary Institute for Aging Research, Southwest Jiao Tong University, Chairman and formerly Professor of Strategic Management with the Nordic International Management Institute, Chengdu, China, and with Center for International Management & Industrial Development, Switzerland. Currently, Per V. Jenster is a Chairman at Niche Masters Fund.
Per V. Jenster is a long-term investor in Baltic Horizon Fund and holds approximately 2,4 million units.
*6. Decision to pay remuneration to Per V. Jenster*
The proposed remuneration is the same as for the current members of the supervisory board. Northern Horizon Capital AS proposes to pay remuneration to Per V. Jenster in the amount of EUR 11,000 per calendar year.
*7. Decision to recall the positions of Raivo Vare, Andris Kraujins and Per Moller from the supervisory board*
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. The positions of Raivo Vare, Andris Kraujins and Per Moller, who have been long standing members of the supervisory board since 2016, were previously elected without term. Northern Horizon Capital AS expresses deep gratitude for their contribution during these past years.
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 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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*Attachments*
· Annex 1 - poa.Investors-EGM-template.2023-11-14.est
· Annex 1 - poa.Investors-EGM-template.2023-11-14.eng