May 6, 2019
Veiko Parming, President Estonian House in Toronto Limited
958 Broadview Ave.
Toronto, Ontario, M4K 2R6
Re: International Estonian Centre Inc.
I am in possession of the Certificate of Incorporation of International Estonian Centre Inc., which was incorporated on July 25, 2018 and registered as an Ontario Corporation No. 002647368.
You are named as a director of the corporation as an individual and not as the president of Estonian House Ltd. You are the incorporator and the only person designated as an owner of this corporation.
Nowhere in the document is there any reference to Estonian House in Toronto Limited.
Mihkel Holmberg as legal counsel for this Corporation at the annual General Meeting of the Estonian Foundation in Canada stated that this was a subsidiary of Estonian House in Toronto Limited.
Can you clarify for me, and at our upcoming Annual General meeting how exactly this organization was created, under what authority, and how it is related to Estonian House in Toronto Limited?
I expected that this would have merited a resolution for discussion and vote by the shareholders of Estonian House. It is a significant addition to the organization defined by our by-laws.
Am I correct in assuming that this was done by board resolution? If so, could you produce for us the minutes of the board meeting where this was tabled and voted on.
Can you confirm that it is legally constituted as a subsidiary of Estonian House limited in Toronto?
Can you confirm that this organization International Estonian Centre Inc. is the organization that has assumed the responsibility for the project to build the Estonian Centre on Madison Ave.
Are all aspects of the project now within the jurisdiction of this organization? If this is the case then this organization assumes all the assets, liabilities, costs, and commitments that are associated with the project.
I note that International Estonian Centre was the purchaser of 9 Madison Ave. for $1.000.000. plus, fees and taxes of $33,014. It has also taken out a mortgage on the property for $350,000 at 3.95% semi annually, with the Estonian Credit Union. Monthly payments on this mortgage are $1,152.08 due on the last day of the month beginning Jan 31, 2019. Term date for the mortgage is Dec. 31. 2021.
Can you clarify for us how this purchase and mortgage which are both registered in your name are legally tied to the Estonian House in Toronto Limited?
What was the source of funds for the rest of the purchase price for 9 Madison Ave.?
If the organization International Estonian Centre is a subsidiary of Estonian House Limited, then a complete accounting of its finances would be in order at our Annual General meeting.
Given the size of the assets and liabilities in question I would expect a separate balance sheet and a statement of operations for the Estonian International Centre which encompasses all the revenues and expenses since the inception of the project.
These numbers can then be consolidated into the financial statements for Estonian House in Toronto Limited. I would expect these numbers to be audited by our External Auditor before their presentation to the shareholders.
I would hope that the special auditors of Estonian House also can assess the risks and implications for the shareholders as a result of your decision to make the Estonian International Centre part of Estonian House.
I look forward to your clarification with respect to the legal status of this new organization. If it is a subsidiary of Estonian House, then it is self evident that a presentation of its financial statements becomes obligatory.
Väino Einola
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Väino,
I understand you have sent your letter with the intention of having it published online prior to Estonian House in Toronto Limited's Annual General Meeting (AGM). Your letter serves to sow misinformation and what makes this all the more disappointing is that you have been a regular attendee at community meetings where the structure of International Estonian Centre (IEC) and the project has been presented in considerable detail. Updates on this project, including on its governance structure are also published online:
https://www.estoniancentre.ca/... To be clear, your letter contains a series of inaccuracies, starting with the 2nd paragraph regarding the nature of my involvement in IEC, Mihkel’s Holmberg’s role, and the insinuation that IEC’s creation was outside of the shareholder mandate for the project, through to the final paragraphs regarding accounting requirements.
We encourage you and all shareholders to attend the forthcoming Estonian House AGM where your questions will be addressed in the course of the meeting. If they are not, you as well as all other shareholders will have the opportunity, as always, to seek clarification at the meeting.
Please know the team has been hard at work finalizing financials, which as you may appreciate is more complex this year than usual given the creation of new sub-entities under EHL. The date of the AGM will be set shortly.
Regards,
Veiko Parming
President, Estonian House in Toronto Limited
