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Letter

Rahandusministeerium · 22. jaanuar 2024
Viit
11-4.1/324-1
Registreeritud
22. jaanuar 2024
Dokumendi liik
Sissetulev kiri
Adressaat
THREE SEAS INITIATIVE INVESTMENT FUND
Saabumis/saatmisviis
Kuller
Funktsioon
11 RAHVUSVAHELINE SUHTLEMINE JA KOOSTÖÖ
Sari
11-4.1 Rahvusvahelise koostöö korraldamisega seotud kirjavahetus (Arhiiviväärtuslik)
Toimik
11-4.1/2024
Vastutaja
Martin Põder (Rahandusministeerium, Kantsleri vastutusvaldkond, Euroopa Liidu ja rahvusvahelise koostöö osakond)
Lahendamise tähtaeg
30. jaanuar 2024

Failid

  • 📎11-4.1-324-1 22.01.2024 Kiri.pdf449 KB

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‘ THREE SEAS NITIATIVE INVESTMENT FUND Three Seas Initiative Investment Fund S.A. SICAV-RAIF Sociöt anonyme Socit6 dinvestissement capital variable — — Fonds d’investissement alternatif rserv Registered office: 5, rue Jean Monnet L-2180 Luxembourg R.C.S. Luxembourg B 234989 (the Company) CONVENING NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF THE COMPANY TO BE HELO IN LUXEMBOURG ON 31 JANUARY 2024 AT 10 AM CET Ministry of Finance Suur-Ameerika 1 10122 TALLINN Estonia 16 January 2024 Dear Sharehoider, We hereby kindly convene you, in your capacity as shareholder of the Company (a ‘Shareholder”, together with the other shareholders of the Company referred to as the “Shareholders”), to attend the annual general meeting of the Shareholders (the “Meeting”) which wiII be held in Luxembourg on 31 January 2024 at 10 A.M. CET, in compliance with the provisions of the articles of association of the Company (the “Articles”) and in accordance with the Luxembourg Iaw dated 10 August 1915 on commerciai companies as amended from time to time, in order to consider and resoive on the foliowing agenda (the “Agenda): AGENDA 1) Appointment of Mr. Dainius Vilinskas, as candidate proposed by UAB “investicijq ir versio garantijos” (INVEGA), to serve as member of the supervisory board of the Company until 10 September 2027, as per the letter attached as Schedule 1; 2) Appointment of Mr. Aare Jarvan, as candidate proposed by the Republic of Estonia — the Ministry of Finance of Estonia, to serve as member of the management board of the Company for a period of six (6) years, as per the letter attached as Schedule 2; 3) Acknowledgment of the letter addressed to the shareholders regarding the departure of Mr Joseph Philipsz from the Company’s investment adviser, as per the letter attached as Schedule 31; 4) Miscellaneous. We invite you to return the proxy enclosed herewith as Schedule 4, as soon as possible and duly signed, by email to onecorporateone-gs.com and jean-yves.corneauone-gs.com followed by the original to: 4, rue Peternelchen, L-2370 Howald, Grand Duchy of Luxembourg 1 The letter wilI be circulated separately Rahandusministeerium 22 ..oi.. 2024 . -1 THREE SEAS INTIATIVE INVESTMENT FUND ATTENDANCE BY CONFERENCE CALL Please note that pursuant to article 34.4 of the Articles, the Shareholders are entitled to participate at the Meeting by conference caII. Please find below the dial-in details: CIcK here to join tfle rneetinq Buigaria +3592492 1320 Croatia +385 1 3445 298 Estonia +372 674 3543 Hungary +36 1 755 5399 Latvia +371 65 588 841 Lithuania +370 5 204 9274 Luxembourg +352 27 87 1474 Poland +48 22 213 73 34 Romania +40 21 589 2579 Siovenia +386 1 828 1378 United Kingdom +44 20 4526 5793 Meeting ID: 398104114200 Passcode: bZonmU THREE SEAS INITIATIVE INVESTMENT FUND QUORUM AND VOTING REQUIREMENTS Resolutions on the items of the agenda must be passed by a simple majority of those present or represented pursuant to article 35.5 of the Articles. We thank you for your attention and Iook forward to your presence at the Meeting. Yours faithfully, Three Seas Initiative Investment Fund S.A. SICAV-RAIF By: ONE Corporate on behalf of the Management Board Schedules: Schedule 1: Dainius Vilcinskas INVEGAs nomination letter to the Supervisory Board (agenda - item 1) & Dainius Vilcinskas Curriculum vitae — Schedule 2: Aare Järvan - Nomination letter to the Management Board & Aare Järvan - Curriculum vitae Schedule 3: Letter to the shareholders re Mr. Joseph Philipsz’s departure (agenda item 3) Schedule 4: Power of attorney -3- ‘3) THREE SEAS INVESTMENT FUND Schedule 1 [Dainius Vilcinskas IN VEGA ‘s nomination letter to the Supervisory Board] - & [Dainius Vilcinskas Curriculum vitae] — -4- () INVEGA 1 THREE SEAS INITIATIVE INVESTMENT FUND 5, rue Jean Monnet L-2180 Luxembourg Grand Duchy of Luxembourg To the attention of the Shareholders of the Fund Subject: Appointment as Supervisory Board Member Dear Sirs, Pursuant to Article 26 of the Articles of Association of the Three Seas Initiative Investment Fund (hereinafter: “the Fund”) and Article 4.38.1 of the Private Placement Memorandum concerning the Fund 1 would like to propose my nomination for appointment as Supervisory Board Member of the Fund. 1 assumed the roles of Chairman of the Management Board and CEO at INVEGA in September 2023. My management career has encompassed a significant span oftime, with a tenure of over 14 years at Swedbank, a prominent financial institution in the Nordic and Baltic regions. During my time at Swedbank, 1 served as the Head of Corporate Customers and was a member of the Baltic Management Team. Additionally, 1 held a position on the board of Swedbank’s Lithuania branch. 1 also took on the responsibilities of Ieading Corporate Banking, Financing, and Cash Management. In 2020, 1 was entrusted with the task to establish and head Vaistybes investIciji. vaidymo agentlra UAB (National promotional institution), an organisation consolidated on INVEGA’s basis, the purpose of which was to invest in medium- and large-size enterprises affected by COVID-19. In support of the official candidature, please find enclosed a short Curriculum Vitae summarising the knowledge, skills and experience in more details. 1 eagerly anticipate collaborating with my fellow supervisory board members to advance the Fund’s interests and foster a mutually advantageous partnership. Yours faithfully, INVEGA Chairman and CEO Dainius Vilcinskas J. Bucys, rnob. +370 620 14 654, e-mail. [email protected] JnvestIcIjI4 r versio Phone +37052107510 Regstered entlty No The Register of Legal Entittes garantijos, Ltd nfo@invega Ii 110084026 managed b V Regtstr4 Konstitucijos pr 7 www invega it centras (Centre of Registers. 09308 Viinius a state-owned enterpiise) address Lvivo g 25. Viinius Dokument elektroniniu parau pasira DA1N1US,V1L1NSKAS Data: 2023-11-25 14:39:11 DAINIUS VILÖINSKAS Expertise: Strategic Business and Financiai Management - Corporate Governance Private Markets- Strategic Piannng and Decision Making — - Lending Strategy Financiai and Saies Management Business Digitization Staff - - - Deveiopment Buiiding a Sustainabie Business ESG - - Performance Highiights At the end of 2020 1 was hired to setup State investment Management Agency of UAB (management company), which is responsibie for management of the private debt fund. The purpose of the Fund is to provide investments to medium-sized and large companies affected by Covid-19. A team of professionais was assembied to manage the fund. The size of the Fund reached 225m EUR. O Deveioped sustainabie corporate segment management business model across 3 Baitic countries, which secured market ieading business resuits for Swedbank -sales deveiopment, profitability, cost efficiency and customer satisfaction. O Redesigned and impiemented service modei for more than 300 000 corporate customers. New model was based on remote sales and servicing for smaiiest customer and sophisticated expert-based servicing of iargest corporate customers. Service model deiivered growth in customer satisfaction and improvement in financial performance of the bank. O Deveioped and implemented Sustainability Governance setup in Baltic Banking including green offering deveiopment roadmap. During first year we have iaunched Green Leasing for ali ciients of Swedbank, deveioped Green Bond Framework for assets, financed in Baitic Countries and implemented such directives as Equator Principies, TCFD disciosure and etc. O During my years at Swedbank 1 successfuiiy managed initiatives reiated to profftabiiity improvements (backbook repricing), cost saving or iaunch new business activities (3d party cooperation with different service providers). Professional Experience UAB INVEGA, September 2023— present Nationai promotional instutution CEO/Chairman of the Board INVEGA is a State-estabiished financiai institution with the foiiowing main objectives: O providefinancial services; O implement and managefinancial and otherforms offinancing business. 1NVEGA’s activities focus on the impiementation of state-funded instruments to promote smaii and medium-sized enterprises and economic operators in the start-up, operation and expansion phases of their business activities, and create and/or maintain jobs or increase competitiveness. Some of the 1NVEGA’s instruments and activities are impiemented and financed through the state budget, funds redeemed to 1NVEGA-managed hoiding funds and resources of the 2014-2020 European Structurai and Investment Funds. UAB SOUND Asset Management, April 2023— August 2023 Fund management company CEO/Founding Partner My main responsibility was to set up management company which was going to Iaunch debt fund. The main area of company activities was predominantly development of private debt. UAB Vaistybes investicijq vaidymo agentLira (VIVA), August 2020— April 2023 Fund management company CEO My main responsibiity was to set up management company VIVA and Business Support Fund (debt fund). The fund was designed as a State incentive to help medium-sized and large businesses affected by the Covid- 19 pandemic. In a short time, 1 have assembled a team of finance, investment and risk management professionais who currently perform investment activities. The investment targets of the fund are weII-known Lithuanian businesses that face funding shortage. The seed investor of the fund is the state of Lithuania so far, but in addition to the budget funds, a number of institutional investors have aiready been attracted to the fund. One of the objectives of the fund is to provide financing for business, but at the same time to ensure a positive return on state-invested funds, as weIl as to promote the capital market in Lithuania. The size of the fund 225m EUR. - Key achievements: O More than 20 professional teams gathered in a short time; O 225m EUR investment portfolio with positive operating results was formed during first 24 months; O VIVA ‘s activities are efficiently organized financial results yield shareholder decent returns; O Risk management in VIVA activities has been developed and successfully implemented; O VIVA communication strategy developed and successfully implemented; O Active contribution to the promotion of the Lithuanian capital market; O ESG policy has been developed. It wiI enable the company to become a leader in the field of sustainabiity in the public sector. Swedbank AB, 2001— March 2020 Largest and Ieading financial institution in Baltic Countries Head of Corporate Customers Segment, member of Baltic Management Team, Member of Supervisory Council at Swedbank, AB (Latvia), January 2015— March 2020 Main areas of responsibilities were to manage a team of more than 800 professionais, consisting corporate client managers, business analyst, process and product managers, operation specialists, robotics, sustainability and business development experts. Unit is responsible for development and execution of Swedbank Group’s strategies for Corporate Segment (LC, SME and SSE) in Baltic Banking, management of Corporate customer segment, including being responsible for business results (profitabflity), credit risk, customer satisfaction. My unit is responsible for management business relationship with 300 000 corporate clients in 3 countries with total balance sheet under management of 8bn Eur of funding and lObn Eur of deposits. As weII 1 was responsible for development of customer ioyaity by deciding on offering and channei mix, finding the appropriate baiance between segment profitability, customer ioyaity and service efficiency. Main achievements of my unit: O Constant annual growth of iending portfoiio by securing corporate iending market share; O Secured doubie digit consistent iending and non-iending revenue growth by retaining efficiency; O improved profitability of iending activities, meanwhiie accommodating for growing capitai aiiocations; O sustained market ieading customer satisfaction; O strengthen market dominating positions in e-commerce area; O Led digitaiization of services for corporate ciients, which ailowed Swedbank to start providing iending services in fuily digital and remote way; O Deveioped concept for cooperation with 3 party providers under open banking concept and iaunched number piiots in B2B area; O Estabiished Sustainability Governance in Baitic Banking and Iaunched numerous initiatives to make impact to ciimate change, inciuding deveiopment of green offering, green bond framework, communication with ciients and etc. O On annual basis deveioped Strategic industry Pian, which defined saies ambitions, targets, credit risk appetite and financial budget. Head of Corporate Banking Division, Board Member Swedbank Lithuania, June 2013— January 2015 Main areas of responsibilities — to manage Division responsibie for providing services to Corporate customer, business results (saies and profitability), credit risk and customer ioyalty in Lithuania. i had a team of 120÷ empioyees, iargeiy consisting of frontiine managers. Under our management, we had over 40 000 active ciients and our unit was deiivering ciose to 50 % of Swedbank earning in Lithuania. Part of my responsibiiities was to work directiy with iargest ciients, heip ciient managers to structure iarger transactions and negotiate business terms as weii as to represent Swedbank in various business communities, conferences and media. O increased significantiy Swedbank corporate iending portfoiio and market share in corporate iending by 2%; O Impiemented capitai efflciency measures on corporate ioan portfoiio by increasing average iending margin on the iargest part of portfolio; O Contributed to Euro impiementation in Lithuania, by supporting Swedbank ciients through consuitations and communication. Head of Financing and Cash Management Department, December 2010— May 2013 Main areas of responsibiiities —to manage Department, responsibie for providing saies support to corporate ciient saies manager in servicing their ciients. i had a team of ciose to 40 empioyees. Unit was managing the foiiowing areas — ieasing, ioans, factoring, trade finance, cash management, e-channeis, corporate deposit portfoiio and RE evaiuation. i had product area revenue and profitabiiity targets, as weii as customer satisfaction. Head of International Customers Desk, May 2006 November 2010 - 1 was tasked to establish operations of Multinational Clients Unit in Lithuania. Main purpose for the Unit was to find new international corporate clients, maintain business with the current clients, seIl cash management and financing services, maintain and develop cross border activities, participate in the development of cross-border services for Swedbank Group clients in Nordic-Baltic region. The team consisted of 5-6 employees. Business financing project manager, October 2001 till May 2006 - Management of corporate client managers group, looking for new corporate clients, sales of the whole range of banking services and products for corporate clients, initiation and preparation of lending transactions, monitoring of the loans Education Master Degree, 2000 to 2002 Business Management Vilnius Gediminas Technical University, Viinius, Lithuania Bachelor Degree, 1996 to 2000 Business Management Vilnius Gediminas Technical University, Vilnius, Lithuania Additional Training Oxford Private Markets lnvestments Programme, 2022 Certified Board member, 2018 Baltic lnstitute of Corporate Governance, Viinius, Lithuania Senior executive couching provided by experienced psychologist, 2018 to 2019 Corh Group, Sweden Additional Information Strong oral, written, and persuasive communications skills. Fluent in English and Russian; understand Polish. lnterests: Movement practices, travel, hunting, fishing, reading ‘ THREE SEAS NVESTMENT FUND Schedule 2 [Aare Järvan - Nomination letter to the Management Board] & [Aare Järvan - Curriculum vitae] -5-
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