Extraordinary General Meeting (hereinafter the “General Meeting”) of Baltic Horizon Fund unit-holders took place on 8 December 2025 in Tallinn, Estonia.
Proposed agenda of the meeting was the following:
- Resolution on the issuance of new units during Q1 2026 in order to strengthen the balance sheet of Baltic Horizon Fund.
Investors, holding in aggregate approximately 35% of the fund units, were registered as attending the meeting, which is below the required quorum of more than 1/2 of the votes represented by the fund units. Investors were therefore not able to adopt the proposed resolution.
The recording of the meeting is available at: https://youtu.be/TcA4EnIqEFk
Notice to convene a new General Meeting
According to section 10.11 of the rules of the fund, the management company Baltic Horizon Capital AS convenes a repeat General Meeting, with the same agenda.
The repeat General Meeting of Baltic Horizon Fund is to be held on 16 December 2025 at 14:00 (local Estonian time) at the office of Advokaadibüroo Sorainen OÜ at Rotermanni 6, 5th floor, Tallinn, Estonia. Registration for the meeting will begin at 13:30. The General Meeting will be held in English.
The meeting is convened in accordance with sections 8.3, 8.7, 10.3.1 and 10.11 of the Rules of Baltic Horizon Fund and sections 47-1 and 55-9 of the Investment Funds Act of Estonia.
Investors are invited to join the webinar to view the General Meeting online on 16 December 2025 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 that the Investors 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://zoom.us/webinar/register/WN_PGuknjWNSIO67SenfhZE-Q#/registration
You will be provided with the webinar link and instructions on 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
- Resolution on the issuance of new units during Q1 2026 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@baltichorizon.com by 9 December 2025. The Fund Manager will respond to the questions and comments at the meeting itself.
The Fund Manager´s proposal on the agenda item
Taking into account the following circumstances:
- Current leverage of Baltic Horizon Fund is not sustainable over long-term and the reduction of the expensive debt is in the interest of all unit-holders;
- In order to decrease the leverage, a capital raising by way of new unit issuance is necessary for the fund;
- Based on historical feedback by many investors the Fund Manager wishes to offer existing investors a pre-emptive right in order to avoid dilution;
- The suggested price takes into account an expectation of reasonable discount to ensure successful placement.
the Fund Manager suggests the following resolution to be adopted by the unit-holders.
1. Resolution on the issuance of new units during Q1 2026 in order to strengthen the balance sheet of Baltic Horizon Fund.
The Fund Manager proposes that the General Meeting resolve to issue up to 169,147,497 new Baltic Horizon Fund units under the following conditions:
- The public offering will be arranged only in Estonia. The new units will be offered only to existing Baltic Horizon Fund investors, i.e. persons entered in the unit-holders’ register as of the end of the Nasdaq CSD SE working day preceding the date of the first day of the offering period (hereinafter the „Existing Investors“).
- The Existing Investors have the pre-emptive right to subscribe for new units in proportion to the total number of their units, which does not limit or exclude the Existing Investors’ right to subscribe for new units in smaller quantities or not to subscribe for new units at all. Technical details and allocation principles of the pre-emptive offer will be published once the offering is announced.
- The new units are to be issued at a price of EUR 0,1478 per unit, corresponding to a 30% discount to the closing price of the unit on Nasdaq Tallinn on 13 November 2025.
- Proceeds from the issuance of new units will be used for deleveraging Baltic Horizon Fund´s portfolio and/or asset enhancement expenditures.
- The new units will be issued during Q1 2026, if and as decided by the Fund Manager. For the avoidance of doubt, the Fund Manager shall have the discretion to decide whether or not to arrange the issuance of new units.
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 are entitled to participate in the meeting. The record date enabling participation and voting in the general meeting is 6 December 2025, which is a Saturday. Thus, the date will be changed to 5 December 2025, which is a trading day. This means that investors who are entered in the Baltic Horizon Fund registry of unit holders maintained by Nasdaq CSD SE at the end of business on 5 December 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 11 December 2025 to info@baltichorizon.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
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 info@baltichorizon.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 the Fund Manager from powers of attorney, and the unit-holders registry maintained by Nasdaq CSD SE will be used for the purpose of registration and preparing the voting list for the meeting.
Annex 1:
Form of power of attorney to appoint a representative for the General Meeting (in English)
Form of power of attorney to appoint a representative for the General Meeting (in Estonian)
For additional information, please contact:
Tarmo Karotam
Baltic Horizon Fund manager
E-mail tarmo.karotam@baltichorizon.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 Baltic Horizon Capital AS.
Distribution: GlobeNewswire, Nasdaq Tallinn, www.baltichorizon.com
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Attachments
- Annex 1 – poa.Investors-EGM-template.2025-12-08.eng
- Annex 1 – poa.Investors-EGM-template.2025-12-08.est
