Invitation to the regular general meeting of BHS GERMAN REAL ESTATE FUND SICAV, a.s.

12. března 2018

 

Invitation

 

to the regular general meeting of

 

BHS GERMAN REAL ESTATE FUND SICAV, a.s.

 

held on 12 April 2018

 

The statutory director of BHS GERMAN REAL ESTATE FUND SICAV, a.s., Company ID No.: 055 04 643, with its registered seat at Prague 8 – Karlín, Rohanské nábřeží 671/15, Postal Code 186 00, registered in the Commercial Register maintained by the Municipal Court in Prague, Section B, Insert 21953 (hereinafter the “Company” or the “Sole Shareholder”), convenes hereby a regular general meeting of the Company (hereinafter the “General Meeting”).

 

The General Meeting will be held on 12 April 2018 from 9am at registered seat of the Company.

 

Proposed agenda of the General Meeting:

 

1.            Introduction

2.            Election of the bodies of the General Meeting

3.            Information about the terms and contents of the agreement on pledge of 100% share in BHS Oregon House, s.r.o. and the related credit agreements

4.            Consent of the General Meeting with the execution of the agreement on pledge of 100% share in BHS Oregon House, s.r.o.

5.            Approval of the intention of the implementation of the merger of BHS Oregon House, s.r.o. and BHS Oregon House Czech Propco s.r.o.

6.            Decision on the amendment of the Company's articles of association

7.            Conclusion

It is proposed that the General Meeting passes the following resolutions:

 

Draft resolution as item 4. of the agenda of the General Meeting:

 

1.            The General Meeting agrees with the execution of the agreement on pledge of 100% share in BHS Oregon House, s.r.o., with its registered seat at Štětkova 1638/18, Nusle, 140 00 Prague 4, ID No.: 018 46 612, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, Insert 267666 (hereinafter “BHS Oregon House, s.r.o.”) between the Company as the pledger and Česká spořitelna, a.s., with its registered seat at Olbrachtova 1929/62, Prague 4, Postal Code 140 00, ID No.: 452 44 782, registered in the Commercial Register maintained by the Municipal Court in Prague, Section B, Insert 1171 (hereinafter the “Creditor” and/or the “Pledgee”), as the pledgee, (hereinafter the “Share Pledge Agreement”), and with the establishment of the pledge under the Share Pledge Agreement to secure the debts of BHS Oregon House Czech Propco s.r.o. (formerly M7 CEREF I Czech Propco s.r.o.), with its registered seat at Řevnická 170/4, Třebonice, Postal Code 155 21, Prague 5 (formerly Prague 1, V celnici 1031/4, Nové Město, Postal Code 110 00), ID No.: 05062713, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, Insert 257739 (hereinafter the “Debtor”) arising in connection with a credit agreement executed between the Debtor as the debtor and the Creditor as the arranger, payment agent and security agent (hereinafter the “Credit Agreement”), the subject-matter whereof is the provision of a credit line to the Debtor up to the amount of EUR 17,500,000 (in words: seventeen million five hundred thousand euro).

 

2.            The General Meeting agrees with the fulfilment of the conditions of and transactions contemplated by the Share Pledge Agreement by the Company, specifically with the establishment of the pledge over the Company's assets, all of the foregoing in the Pledgee's favour and for the purpose of securing of debts arising from the Financial Documents (as defined in the Credit Agreement).

 

3.            The General Meeting takes note of the content and conditions of those Documents, i.e. the Credit Agreement and the Share Pledge Agreement (both those documents are hereinafter referred to as the “Documents”“).

 

4.            The General Meeting takes note of the information of the Company's statutory director pursuant to Sections 54, 55, 56 and 76 of the Business Corporations Act concerning (i) a potential conflict of interest with the Company's interests, (ii) the execution of the Credit Agreement, and (iii) the planned execution of the Share Pledge Agreement.

 

5.            The General Meeting notes that (i) it did not suspend the performance of the office of the Company's statutory director and (ii) the execution and performance of the terms of the Documents is in the Company's interest, and the General Meeting did not prohibit the execution of the Documents pursuant to Section 56(2) of Act No. 90/2012 Coll. on business corporations, as amended.

 

Reasoning of the draft resolution ad item 4. of the agenda of the General Meeting:

 

In accordance with Article 21.2 (b) (i) of the Credit Agreement, BHS Oregon House, s.r.o. is obliged to ensure that the Creditor shall be presented within 3 (three) months after the first Drawdown Date (as defined in the Credit Agreement) with a copy of the resolution of the Company's general meeting (i) approving the execution of the Financial Documents (as defined in the Credit Agreement) under which a first ranking pledge over the share in BHS Oregon House, s.r.o. and a material prohibition of encumbrance of such share pursuant to Section 1309(2) and Section 1761 of the Civil Code shall be established in the Creditor's favour, a (ii) approving the fulfilment of the terms and conditions of the Financial Documents, particularly the establishment of the pledge over the share in BHS Oregon House, s.r.o. to secure the debts under the Financial Documents (as defined in the Credit Agreement).

 

As the Company is the sole shareholder of BHS Oregon House s.r.o., which is the sole shareholder of the Debtor, the security of the relevant debts is in the Company's interests. Hence, the adoption of this resolution ad item 4. of the agenda of the General Meeting is proposed for the purpose of fulfilment of the obligations specified in the aforementioned Article 21.2 (b) (i) of the Credit Agreement.

 

Draft resolution ad item 5. of the agenda of the General Meeting:

 

The General Meeting approves the intention of the implementation of the merger of BHS Oregon House, s.r.o., as the successor company with BHS Oregon House Czech Propco s.r.o., as the dissolving company, by amalgamation, where the relevant date of the merger shall be designed 1 January 2018.

 

Reasoning of the draft resolution ad item 5. of the agenda of the General Meeting:

 

Article 20.32 of the Credit Agreement stipulates that the merger of BHS Oregon House, s.r.o. and BHS Oregon House Czech Propco s.r.o. by amalgamation shall be completed within 12 (twelve) months after the execution date of the Credit Agreement, whereby BHS Oregon House Czech Propco s.r.o. shall be dissolved and BHS Oregon House, s.r.o. shall become the successor company of BHS Oregon House Czech Propco s.r.o. As a part of the merger process, all assets and liabilities of BHS Oregon House Czech Propco s.r.o. shall pass to BHS Oregon House s.r.o.

 

The Company is the sole shareholder of BHS Oregon House, s.r.o., which is the sole shareholder of BHS Oregon House Czech Propco s.r.o. With regard to these facts, it is proposed that the general meeting of the Company expresses its opinion of the merger by amalgamation,  more precisely approves this intention of the implementation of the merger.

 

Draft resolution ad item 6. of the agenda of the General Meeting:

 

The current wording of Article I. of the Company's articles of association is hereby amended to read as follows:

 

Article I

Corporate name and seat of the Company

 

1.            The corporate name of the Company is as follows: BHS REAL ESTATE FUND SICAV, a.s.

2.            The Company's seat is in Prague.

Reasoning of the draft resolution ad item 6. of the agenda of the General Meeting:

 

With regard to a change of the approach to investment opportunities from the geographic viewpoint, it is proposed to delete the reference to the Federal Republic of Germany from the Company's corporate name.

 

***

 

This invitation to the General Meeting shall be published on the Company's website wwww.avantfunds.cz and shall be sent electronically at the same time to the Company's shareholders to their electronic mail addresses specified in the Company's shareholder list.

 

Attention for shareholders of the Company – the owners of the investment shares of the Company: According to the proposed agenda of the General Meeting, there are no issues to be discussed in relation to which investment shares acquire temporary voting rights and therefore in accordance with article XII. paragraph 18 of the articles of association of the Company the investment share does not include the right to vote in the General Meeting.

 

Correspondent voting is not allowed in this General Meeting.

 

The relevant date pursuant to Section 405 (4) of Business Corporations Act for the attendance at the General Meeting shall be the seventh day prior to the date of the General Meeting; the right to participate in the General Meeting and to exercise shareholder rights thereon has exclusively the person registered on the relevant date as the shareholder of the Company on the share list (or his / her representative).

 

A shareholder who is a legal entity must present at the attendance at the General Meeting an excerpt from the commercial or other register or another document confirming the existence of the legal entity and the authority of the relevant individual to act in its name.

 

The person representing the shareholder at the General Meeting upon a power of attorney must further present the power of attorney with the signature authenticated officially under applicable law.

 

The proposals of all resolutions of the General Meeting and the related underlying documents, including proposed amendments to the articles of association are available for inspection free of charge at the Company's seat on business days from 10:00am until 2:00pm from the publication date of this invitation; the above-mentioned underlying documents shall be also available at the General Meeting. Every shareholder is entitled to ask the Company at to send him at his cost and risk copies of all draft resolution of the General Meeting and/or the underlying documents thereto. 

 

 

V Praze dne/ In Prague on 12 March 2018

 

BHS GERMAN REAL ESTATE FUND SICAV, a.s.

 

 

__________________________________________

AVANT, investiční společnost, a.s., statutory director

Ondřej Pieran

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