Orava Asuntorahasto Oyj - Company Announcement

NOTICE OF ANNUAL GENERAL MEETING OF ORAVA RESIDENTIAL REIT PLC

Orava Residential REIT plc

Notice of Annual General Meeting 1 March 2016 at 5:45 p.m.





NOTICE OF ANNUAL GENERAL MEETING OF ORAVA RESIDENTIAL REIT PLC





The shareholders of Orava Residential REIT plc are invited to the Annual
General Meeting, which is held on TUESDAY 22 March 2016 at 9:00 a.m. in the
'Pörssisali' of the Stock Exchange Building at Fabianinkatu 14, Helsinki. The
reception of those registered for the meeting will start at 8:30 a.m. After the
meeting, coffee will be served for the attendees. 



A. Matters dealt with at the Annual General Meeting

1. Opening of the meeting

2. Organisation of the meeting

3. Election of the examiners of the minutes and supervisors of vote counting

4. Establishment of the legality of the meeting

5. Verification of attendees and confirmation of the list of votes

6. Presentation of the financial statements, Board of Directors' report and
auditor's report for 2015 

7. Adoption of the financial statements

8. Use of the profit shown by the statement of financial position and deciding
on payment of dividends 

The Board of Directors proposes that the Board of Directors is authorised to
decide on distribution of profit for 2016 before 31 December 2015 as follows:
No more than EUR 1.08 per share will be paid in dividends for shares (ISIN code
FI4000068614) not in the company's possession and issued in the book-entry
system no later than on 1 March 2016 according to the following table. 

ISIN code    Dividend right   Shares(pcs)  Dividend/y(€)  Total/y(€)

FI4000068614     100 %           8,327,567             1.08    8,993,772,36

No more than EUR 8,993,772.36 will be distributed in dividends. The dividends
will be paid in four instalments of EUR 0.27. The dividend payment dates are 4
April 2015, 30 June 2015, 30 September 2015 and 30 December 2015. The Board of
Directors will be authorised to decide on the amount of dividends for each
quarter within the limits. 

The Board of Directors will be obligated to supervise solvency before the
payment of each dividend and, as necessary, reduce the amount of dividends to
be paid in each quarter if the company's solvency were to be endangered due to
the distribution of dividends. The Board of Directors will be authorised to
decide at its meetings on the dividend record dates 

9. Deciding on discharge from liability for members of the Board of Directors
and the CEO 

10. Deciding on the remuneration of members of the Board of Directors

The Board of Directors proposes that the remuneration of Board members be as
follows: chairman EUR 2,000 and members EUR 1,200 per month, plus a
meeting-specific fee of EUR 600 for the chairman and EUR 300 for a member for
attendance at meetings. 

11. Deciding on the number of members of the Board of Directors

The Board of Directors proposes that 6 members be elected for the Board of
Directors. 

12. Election of members of the Board of Directors

The Board of Directors proposes that Patrik Hertsberg, Mikko Larvala, Tapani
Rautiainen, Veli Matti Salmenkylä, Jouni Torasvirta and Timo Valjakka be
re-elected as the members of the Board of Directors. 

13. Deciding on the remuneration of the auditor

The Board of Directors proposes that the fees of auditors be paid according to
the invoice. 

14. Election of the auditor

The Board of Directors proposes that PricewaterhouseCoopers Oy, Authorised
Public Accountants, with Tuomas Honkamäki, Authorised Public Accountant, as the
chief auditor, be elected as the company's auditor. 

15. Authorisation of the Board of Directors to decide on share issues and
issues of option rights and other special rights entitling to shares 

The Board of Directors proposes that the Annual General Meeting decide to
authorise the Board of Directors to issue shares so that, on the basis of the
authorisation, the Board of Directors may issue no more than 6,000,000 of the
company's shares without dividend rights during year 2016. 

On the basis of the authorisation, the Board of Directors may use directed
issues. Shares may be issued in deviation from shareholders' pre-emptive rights
through a directed issue if there is a weighty financial reason for it from the
point of view of the company, such as developing the company's capital
structure or financing or implementing transactions in shares in housing
companies. The subscription price of shares may be paid in cash or, instead of
cash, in its entirety or partly in subscriptions in kind. 

The Board of Directors proposes that the authorisation be valid until the next
Annual General Meeting. The authorisation will repeal the previous
authorisation given on 19 March 2015. 

16. Amending the rules for investments operations

Under section 14 of the rules for the investment operations of Orava
Residential Real Estate Investment Trust plc, the General Meeting of
Shareholders decides on amendments to the rules for investment operations. 

The Board of Directors proposes an amendment to the chapter 3 of section 11 of
the rules for investment operations concerning the management services and the
related fees. The hurdle rate (previously six per cent) of the
performance-related management fee the Trust pays Orava Funds plc of the
Trust’s annual return exceeding twenty per cent (20%) is to be seven per cent
(7%). 

The Board of Directors proposes amendments to the chapter 2 of section 14 of
the rules for investment operations concerning the amendments of the rules for
investment operations. The rules enter into force after a month form their
communication to shareholders by publishing the information in the manner
required in the case of information falling within the sphere of the Trust's
duty of disclosure in accordance with Section 10. Previously an approval by the
Finnish Financial Supervisory Authority was required. In addition the Board of
Directors proposes that the sentences that ruled the time before the listing
will be removed. 

The amended first sentence in chapter 3 of section 11 of the rules is as
follows (change in bold): 

As a performance-related management fee, the Trust pays Orava Funds plc twenty
per cent (20%) of the Trust's annual return exceeding the hurdle rate of seven
per cent (7%). The performance-related management fee is calculated on the
basis of earnings per share for the financial period and the number of shares
at the end of the financial period. 

The amended chapter 2 of section 11 of the rules is as follows:

Amendments to the rules enter into force after a month from their communication
to shareholders by publishing the information in the manner required in the
case of information falling within the sphere of the Trust's duty of disclosure
in accordance with Section 10. 

17. Closing of the meeting

B. Annual General Meeting documents

The aforementioned decision proposals concerning the agenda of the Annual
General Meeting and this notice of meeting are available on the website of
Orava Residential REIT plc at www.oravaresidentialreit.com. The financial
statements, Board of Directors' report and auditor's report of Orava
Residential Real Estate Investment Trust plc are available on the
aforementioned website no later than on 1 March 2016. The decision proposals
and other aforementioned documents are also available at the Annual General
Meeting, and, on request, copies of them and this notice of meeting will be
sent to shareholders. The minutes of the Annual General Meeting (in Finnish)
will be available on the aforementioned website as of 5 April 2016. 

C. Instructions for meeting attendees

1. Shareholder registered in the shareholders' register

A shareholder who is registered in the company's shareholders' register
maintained by Euroclear Finland Ltd on the record date of the Annual General
Meeting 10 March 2016 has the right to attend the Annual General Meeting. A
shareholder whose shares are entered in their personal Finnish book-entry
account is registered in the company's shareholders' register. 

A shareholder registered in the shareholders' register who wants to take part
in the Annual General Meeting shall register with the company no later than on
17 March 2016 at 5:00 p.m. Registration may take place: 

a) by email to yhtiokokous@oravarahastot.fi

b) by letter to Orava Residential REIT plc, Annual General Meeting,
Fabianinkatu 14 B, FI-00100 HELSINKI, Finland. 

In connection with registration, the name of the shareholder, personal identity
code/business ID, address, telephone number and the name of any potential
assistant, authorised agent or legal representative shall be notified. The
personal information disclosed by the shareholder to the Orava Residential REIT
plc will only be used in connection with the Annual General Meeting and the
handling of the related necessary registrations. 

The shareholder, their representative or agent shall be able to prove their
identity and/or right of representation at the place of the meeting. 

2. Owner of nominee-registered shares

The owner of nominee-registered shares has the right to attend the Annual
General Meeting pursuant to shares on the basis of which they would have the
right to be registered in the shareholders' register maintained by Euroclear
Finland Ltd on the record date of the Annual General Meeting on 10 March 2016.
Attendance also requires that the shareholder is temporarily entered in the
shareholders' register maintained by Euroclear Finland Ltd no later than 17
March 2016 by 10:00 a.m. With regard to nominee-registered shares, this is
considered as a registration for the Annual General Meeting. 

The owner of nominee-registered shares is instructed to well in advance request
the necessary instructions from the administrator of their property concerning
the registration in the temporary shareholders' register, provision of powers
of attorney and registration for the Annual General Meeting. The account
manager entity of the administrator of property shall announce the owner of
nominee-registered shares who wants to take part in the Annual General Meeting
to be temporarily registered in the company's shareholders' register no later
than at the aforementioned time. 

3. Use of an agent and powers of attorney

A shareholder may take part in the Annual General Meeting and exercise their
rights there through an agent. A shareholder's agent shall present a dated
power of attorney, or they must otherwise in a reliable manner prove that they
are entitled to represent the shareholder. If a shareholder participates in the
Annual General Meeting using several agents that represent the shareholder
using shares on different book-entry accounts, they shall in connection with
registration announce the shares based on which each agent represents the
shareholder. 

It is requested that any potential powers of attorney be delivered in the
original to Orava Residential REIT plc, Shareholders' register, Fabianinkatu 14
B, FI-00100 HELSINKI, Finland, before the end of the registration period. 

4. Other instructions/information

A shareholder present at the Annual General Meeting has the right to pose
questions on matters dealt with at the meeting in accordance with chapter 5,
section 25, of the Limited Liability Companies Act. 

On the date of the notice of meeting, 1 March 2016, Orava Residential REIT plc
has a total of 9,206,619 shares that represent 9,206,619 votes. 

                                        

Helsinki 1 March 2016



Orava Residential REIT plc

Board of Directors



Additional information

Pekka Peiponen, CEO, tel. +358 (0)10 420 3104

Veli Matti Salmenkylä, CFO and administrative director, tel. +358 (0)10 420 3102