Dokumendiregister | Rahandusministeerium |
Viit | 11-4.1/2150-1 |
Registreeritud | 07.05.2024 |
Sünkroonitud | 08.05.2024 |
Liik | Sissetulev kiri |
Funktsioon | 11 RAHVUSVAHELINE SUHTLEMINE JA KOOSTÖÖ (ELO) |
Sari | 11-4.1 Rahvusvahelise koostöö korraldamisega seotud kirjavahetus (Arhiiviväärtuslik) |
Toimik | 11-4.1/2024 |
Juurdepääsupiirang | Avalik |
Juurdepääsupiirang | |
Adressaat | One group solutions |
Saabumis/saatmisviis | One group solutions |
Vastutaja | Martin Põder (Rahandusministeerium, Kantsleri vastutusvaldkond, Euroopa Liidu ja rahvusvahelise koostöö osakond) |
Originaal | Ava uues aknas |
THREE SEAS INITIATIVE1)) NVESTMENT
Three Seas Initiative Investment Fund S.A. SICAV-RAIF
Socitö anonyme — Societe d’investissement ä capital variable —
Fonds d’investissement alternatif r6seni
Registered office: 5, rue Jean Monnet
L-2180 Luxembourg
Grand Duchy of Luxembourg
R.C.S. Luxembourg B 234989
(the “Company”)
CONVENING NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF THE COMPANY TO BE HELD IN LUXEMBOURG ON 17 MAY 2024 AT 10 A.M. CEST
Ministry of Finance Suur-Ameerika 1 10122 TALLINN Estonia
2 May 2024
Dear Shareholder,
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 wiIl be held in Luxembourg on 17 May 2024 at 10 A.M. CEST, 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 commercial companies as amended from time to time, in order to consider and resolve on the following agenda (the “Agenda):
AGENDA
1) Removal of Ms Beata Urszula Daszyr’iska - Muzyczka, as member of the supervisory board of the Company, with effect as of the date of the Meeting;
2) Removal of Mr Pawe{ Karol Nierada, as member of the supervisory board of the Company, with effect as of the date of the Meeting;
3) Appointment of Mr Jaroslaw Dariusz Dbrowski, as candidate proposed by Bank Gospodarstwa Krajowego, to serve as member of the supervisory board of the Company for a period of six (6) years;
4) Appointment of Mr Bartosz Drabikowski, as candidate proposed by Bank Gospodarstwa Krajowego, to serve as member of the supervisory board of the Company for a period of six (6) years;
5) Appointment of the independent shareholders representative at the investment committee of the Company;
6) Miscellaneous.
We invite you to return the proxy enclosed herewith as Schedule 5, as soon as possible and duly signed, by email to onecorporateone-gs.com and jean-yves.corneauope-qs.com followed by the original to: 4, rue Peternelchen, L-2370 Howald, Grand Duchy of LUmM!flll1steer1um
-1- 7 -05- ‘O24
‘ THREE SEAS INI11ATIVE 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:
0 ok hee cm he meet:nq
Buigaria
+35924921320
Croatia
+385 1 3445 298
Estonia
+372 674 3543
H unga ry
+36 1 755 5399
Latvia
+371 65 588 841
Lithuania
+370 5 204 9274
Luxem bourg
+352 27 87 14 74
Poland
+48222137334
Romania
+40 21 589 2579
Siovenia
+3861 8281378
United Kingdom
-*44 20 4526 5793
Meeting ID: 379 525 317 73
Passcode: VJxs7r
4
THREE SEAS INI11ATIVE 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 SA. SICAV-RAIF By: ONE Corporate on behalf of the Management Board
Schedules:
Schedule 1: Nomination Letter Schedule 2: Jarostaw Dariusz Dbrowski’s curriculum vitae Schedule 3: Bartosz Drabikowskis curriculum vitae Schedule 4: Patrice Molinaris curriculum vitae Schedule 5: Power of Attorney
-3-
‘ INVESTMENT FUND
Schedule 1 [Nomination Letter]
0 BGK BANK GOSPOt)ARSTWA KkAIOWEGO
Warsaw, May 2nd, 2024
DIN.071.11.RS.2024
THREE SEAS INITIATIVE INVESTMENT FUND S.A. SICAV-RAIF
5, rue Jean Monnet
L-2180 Luxembourg
Grand Duchy of Luxembourg
Subject: Change of BGK representatives in the Supervisory Board
Dear Madam or Sir,
Bank Gospodarstwa Krajowego (“BGK”) would like to replace current representatives of BGK in
the Supervisory Board of the Three Seas Initiative Investment Fund S.A. SICAV-RAIF (“3SIIF”).
Subsequently in accordance with the Articles of Association and Private Placement Memorandum,
we hereby propose the appointment of:
- Mr. Jarostaw Dariusz Dbrowski, Supervisory Board member of BGK, and
- Mr. Bartosz Drabikowski, Advisor to the chairperson of the Board at BGK,
as new Supervisory Board members of the 3SIIF for a term of six years.
Mr. Dbrowski and Mr. Drabikowski fully meet the eligibility criteria described in Articles 4.44 and
4.46 of the Private Placement Memorandum.
Please find enclosed a Curriculum Vitae of our candidates.
Yours faithfully,
A 1 e ksa n d ra przez Aleksand,a 5ur,nowKz Dala. 2(124 Oi 02141126Surynowicz +0200
POLSKI BAN( POZwOJ(J WWW. BGK.PL L 1RCZJI MSKIE 7. ]O-355 V-RSZVA TYMCZASOWA SIEOZIB0 QR.AZ AORES 00 K3RESPONDENCJI:
‘JRS0 2. UL. CHMIELNJ2 ‘3. 20-801
THREE SEAS INITIATIVE INVESTMENT FUND
Schedule 2 [Jaroslaw Dariusz Dqbrowski’s curriculum vitae]
Jaroslaw Dariusz Dqbrowski
Professional Bank Gospodarstwa Krajowego
experience Supervisory Board Member (selected):
2024 —
DF Capital & Management Sp. z o.o.
Chairperson ot the Board
201 9 —
ABC Data S.A.
Supervisory Board Member
2019
SGB — Bank SA
Vice-President of the Board
2018
SGB—BankSA
Advisor to the Board
201 7 — 2018
Michael / Ström Dom Maklerski Sp. z 0.0.
Chaiperson of the Supervisory Board
2015 — 201 7
DF Capital Dom Maklerski Sp. Z 0.0.
Chairperson of the Board
2010 - 201 4
Bank DnB NORD Polska S.A.
Chairman of the Board
2004 — 2009
Raiffeisen Bank Poiska S.A.
Board member
1997—2003
Narodowy Fundusz Inwestycyjny PROGRESS S.A.
Chairman ot the Board
1995—1997
Education: DnB NOR/Norway
Study ot Energy and Climate Transformation in Bank Managemenf
2008
AMP, University of Navarro / IESE Management
Sc hool/Barcelona
Postgraduate studies
2007
Center for Management Training UW/IJniversity ot Brussels
MBA
1998
Edinburgh University Management School
HGM MBA management scholarship
1992
University of Warsaw
Faculty ot Law and Administration
1989
r THREE SEAS INIflATPVE INVESTMENT FUND
Schedule 3 [Bartosz Drabikowski’s curriculum vita e]
Bartosz Drabikowski
Professional Bank Gospodarstwa Krajowego
experience Advisor to the CEO (selected):
2024 —
PKO Bank Poiski S.A.
Chief Financial Officer
2008—2017 and 2021 —2022
Poiski Holding Nieruchomosci S.A.
Advisor to the CEO
2018—2021 and 2022—2024
VISA Europe
Member of the Board of Directors
2015 — 201 6
Krajowa Izba Rozliczeniowa S.A.
Chief Financial Officer
2006 — 2008
Ministry of Finance
Director of Einancial Institutions Department
2004 — 2005
Ministry of Finance
Deputy Director of Financial Institutions Department
2001 —2004
European Commission
European Securities Commit tee member
European Banking Commitfee member
2003 — 2005
European Council
Financial Services Comm[ttee member
2003 — 2005
Education: Harvard Business School
Advanced Management Program
2015
University of Ilinois at Urbana — Champaign University of Warsaw
Executive MBA
2006 — 2008
The Polish Intitute of International Affairs
Diplomatic Academy. Foreign policy studies
2005 — 2006
SGH Warsaw School of Economics Banking
1999—2000
National School of Public Administration
1996—1998
, THREE SEAS INTIATIVE INVESTMENT FUND
Schedule 4 [Patrice MoIinari’s curriculum vitae]
Patrice 1 Molinari
patrice.molinari@gmailcom 1 www.linkedin.com/in/patricemolinari/, Luxembourg
EXECUTIVE SUMMARY
1 am interested in resident BOD non-exec positions in PE/VC funds as weIl as in disruptive companies with a social impact angle in Europe and emerging markets.
Starting as an IT engineer (Alcatel, French air force), my career spans 25 years, including 17 years in venture capital and private equity. 1 built strong business networks in Europe, North America, the middle east, Asia and Africa. 1 helped establish 5 PE/VC funds (commitment USD 600m) with varied strategies (seed-early-late stage, buyout, infrastructure), deployed USD 500m in 34 direct transactions and deployed USD 1.4b in 23 private equity funds. 1 also have 8 years of experience in consulting and corporate operations (M&As, corporate development, corporate venturing). My focus sectors are ICT (B28, B2C SaaS), technology, education, healthcare, retail, fintech, transport and logistics.
BOARD EXPERIENCE
Member, Advisory Board, cinchona Technologies, United Kingdom, 2021-present O Ecommerce aggregation platform. Seed investor. Advising on fundraising, portfolio construction, scale-up strategy.
Member, Board of Directors, Al Masah Education Holding Limited, Cayman Islands, 2010-2013 O lnvestments in private schools and universities in the MENA region. Advised on investment strategy.
Member, Board of Directors, Al Masah Asset Management SARI, Luxembourg, 2010-2013 O Private equity investment firm focusing on education, healthcare and F&B services. Advised on investment strategy.
Member, Advisory Board, Knotstandard, Dubai UAE, 2012-2015 O Production and sale of bespoke suits. Seed investor. Advised on business expansion strategy.
Observer, Board of Director, several technology companies, USA, 2008-2009 O Various hardware and software companies. Oversaw my employer’s (Noor financial) minority stakes in these firms.
Member, Board of Directors, Queen Alla International Airport, iordan, 2008-2009 O Airport concession. Oversaw Kuwait’s publicly traded National lndustries Group interest in the airport.
Member, Board of Directors, Linktech, China, 2008-2009 O Consumer electronics (GPS) manufacturer and geo mapping. Advised on general commercial and scale-up strategy.
Member, Advisory Board, Ennovent, Austria, 2007-2009 O lmpact investment in low-income markets (water, health).
Vice Chairman, Board of Directors, KGL Aviation, UAE/Kuwait, 2004-2007 O Private jet charter. Established the company for a local family and oversaw its development until trade sale.
WORK EXPERIENCE
EUROPEAN INVESTMENT FUND (EIF) / EUROPEAN INVESTMENT BANK (EIB), Luxembourg Senior Manager Private Equity Investments (LP investments), 2016-2022
O Conducting investments in EU funds: USD 1.4bn in 10 infrastructure funds and 13 growth, buyout, mezz funds.
INTERNATIONAL FINANCE CORPORATION (IFC) / World Bank Group, Senegal/Washington DC, USA Investment Officer, 2013-2016 O lnvestments in retail, hotels, universities, clinics, financial services. Advised ECOWAS commission and African States on cross
border investment policy issues.
AMCI/Regulus Capital (investment firm), Dubai, UAE Senior Director, Private Equity, 2010-2013
O Managed the Iaunch of (i) AMCL operations, (ii) Diamond Lifestyle (Food & beverage franchises), (iii) Al Najah Education (Education). Employee #2 in AMCL, founded in Apr ‘10. AUM grew from $0 to $600m in 1.5 years.
STRATELIO (boutique cross-border investment advisory), China/India/GCC Founder, Director, 2008-2013
O Advised Asian and GCC investors on cross border acquisition of technology-rich European firms. Advised UAE Ministry of Foreign Affairs on international economic strategy implementation (through CCC consulting).
NOOR FINANCIAL (3 Iargest publicly traded investment firm in Kuwait), Kuwait Director Private Equity, 2007-2008
O Managed the establishment of two PE funds (telecom, software/hardware). Headed an eight-person investment team.
KGL INVESTMENT COMPANY / KGL HOLDING (Publicly traded transportation conglomerate), Kuwait Vice President Private Equity, 2004-2007
O Managed the establishment of one PE fund (infrastructure). Coordinated bidding for ports and airport concessions. Led the launch of corporate star-tups (3PL, Iand/air transport, ICT). Operational roles: M&As, divestments, reporting systems, governance improvement, talent recruitment and motivation (ESOPs), business strategy and execution.
EDUCATICN
THE WHARTON SCHOOL, UNIVERSITY OF PENNSYLVANIA, MBA Finance, Philadelphia, USA, 2004 THE LAU DER INSTITUTE OF MANAGEMENT, MA International Studies, Politics, Economy, Philadelphia, USA, 2004 NATIONAL Clvii AVIATION ACADEMY (ENAC), MS Aeronautical Engineering, Computer Science, France, 1995 MATH SUPERIEURE / MATH SPECIALE, BS Mathematics, Theoretical Physics, France, 1992
ADDITIONAL INFORMATION
O CFA Charterholder. Founding Member and Chair of the Kuwait CFA Society (‘08-’09) O Angel investor experience: WinOptics (software, Belgium) (‘Ol-sold ‘05), Obizco (telecom, Luxembourg) (‘04), CoolHunt.net
(fashion content, USA) (‘95), Knotstandard.com (fashion retail, Dubai, USA) (‘13), MondaGallery.com (art retail, Dubai) (‘13), Cinchona (ecommerce aggregator, London, 2021)
O Published several articles in international reviews about Microfinance, Strategic Planning and Corporate Entrepreneurship O Fluent French, Spanish, English. Basic German, Arabic, Italian. Traveled to 120+ countries worldwide
% THREE SEAS INITIATVE
) INVESTMENT
Schedule 5 [Power of Attorney]
POWER OF ATTORNEY
THE UNDERSIGNED, Ministry of Finance, with registered office at Suur-Ameerika 1, 10122 TALLINN,
Estonia, thereinafter referred to as the Shareholder”,
HEREBY APPOINTS
___________________
as ts special attorney, hereinafter referred to as the
“Attorney”, who accepts, to:
REPRESENT the Sharehoider at the annuai general meeting of the shareholders of Three Seas
Initiative investment Fund S.A. S1CAV-RA1F, a Luxembourg pubiic limited liability company (sociöt
anonyme) quaiifying as investment company with variable capital — reserved aiternative investment fund
(socit6 d’invesfissement ä capital variable — fonds d’investissement aIternatffrsetv) incorporated and
existing under the iaws of the Grand Duchy of Luxembourg, with registered office at 5, rue Jean Monnet,
L-2180 Luxembourg, registered with the Luxembourg Trade and Companies’ Register (Registre de
Commerce etdes Soci6ts) under number B234989, (the “Company”), which will be held on 17 May
2024, at 10 A.M. CEST, with the foliowing agenda:
AG EN DA
1) Removal of Ms Beata Urszula Daszyhska - Muzyczka, as member of the supervisory board of the Company, with effect as of the date of the Meeting;
2) Removal of Mr Pawel Karol Nierada, as member of the supervisory board of the Company, with effect as of the date of the Meeting;
3) Appointment of Mr Jaroslaw Dariusz Dbrowski, as candidate proposed by Bank Gospodarstwa Krajowego, to serve as member of the supervisory board of the Company for a period of six (6) years;
4) Appointment of Mr Bartosz Drabikowski, as candidate proposed by Bank Gospodarstwa Krajowego, to serve as member of the supervisory board of the Company for a period of six (6) years;
5) Appointment of the independent shareholders representative at the investment committee of the Company
6) Miscelianeous.
The Shareholder hereby giving and granting to the above Attorney fuli power and authorisation to do
and perform ali and each act or thing necessary for, or incidental to, the exercise of the powers herein
specified as fully to ali intents or purposes as might or couid be done by the undersigned itself if it
attended personaily and hereby ratifying and confirming ail and each act or thing that the above Attorney
shali lawfully do or perform, or cause to be done or performed, by virtue hereof.
The Shareholder undertakes to fuily indemnify the Attorney against ali claims, losses, costs, expenses,
damages or ja bility which the Attorney sustains or incurs as a resuit of any action taken by hirn in good
faith pursuant to this power of attorney including any costs incurred in enforcing this power of attorney.
The present power of attorney is granted for a period of three (3) rnonths from the date on which it is
executed.
The present power of attorney shali be exciusiveiy governed by Luxembourg Iaw and the Luxembourg
courts shall have exclusive jurisdiction.
Signed in
____________________________
on
_______________________
Ministry of Finance
By:
_____
Capacity: -
Signature: