‘ 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
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‘3) THREE SEAS
INVESTMENT FUND
Schedule 1
[Dainius Vilcinskas IN VEGA ‘s nomination letter to the Supervisory Board]
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&
[Dainius Vilcinskas Curriculum vitae]
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() 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
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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.
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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
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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
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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]
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