Estonian House in Toronto Ltd.
958 Broadview Avenue
Toronto, ON M4K 2R6
Attention: Board of Directors of the Estonian House
Dear Sirs and Madams:
Re: Estonian House in Toronto Ltd. (Estonian House)
Requisition for a Meeting of Shareholders of the Estonian House
We write further to our letter of December 14, 2017, in which we requested that the Board of Directors of the Estonian House (the Board) call a meeting to update the shareholders on the resolution passed in April 2017 (the Resolution) and, specifically, the status of the Board’s progress in meeting the terms and conditions required to proceed with the sale of the Estonian House on Broadview Avenue, and the purchase of the lands on Madison Avenue (the Madison Project).
No meeting of the shareholders was called, and to date, no update has been provided with respect to the Resolution. While we understand that there will be meetings hosted by the 4Orgs to update the broader community on the progress of the proposed Madison Project., the interests of the shareholders of the Estonian House are distinct from those of the broader Estonian community. Moreover, given that it was the shareholders of the Estonian House that voted in favour of the Resolution, the Board is accountable to the shareholders with respect to meeting the terms and conditions required to proceed with the proposed Madison project.
Accordingly, we are requisitioning a meeting of the shareholders of the Estonian House. The purpose of the meeting is for the Board to provide an update to the shareholders with respect to its progress in meeting the terms and conditions set out in the Resolution, as well as the milestones set forth in Schedule “A”. In the event that the requirements prescribed by the Resolution have not been met, the Board must seek the approval of the shareholders with respect to a new mandate and Resolution.
We enclose here the requisitions of shareholders which represents approximately 823 shares which is in excess of the required 10% of total shares to call a meeting. As per Section 295(3) and (4) of the Corporations Act, RSO 1990, c. C. 38 (the Act), the Board has 21 days in which to call a meeting of the shareholders. We ask that, in giving notice of the meeting, you circulate the enclosed “Backgrounder” which sets out the purpose of the meeting.
We look forward to hearing from you. Please note that if the Board fails to call a meeting within the time prescribed by the Act, the concerned shareholders will proceed to call the meeting, as provided for by the Act.
Concerned Shareholders
Background
The Board requested a special meeting of the shareholders on April 25th, 2017 that required 2/3rd of the majority of the shareholders to authorize the Resolution. This majority was required because certain Corporation matters are considered so fundamental or are of an extraordinary matter; such as, selling of the Estonian House. Similarly, the fundamental nature of these Resolutions require that the shareholders benefit from a higher standard scrutiny, transparency and detail.
From the Board’s own admission, shareholders were provided with very limited information about the Project. The Resolution made it very clear that without satisfying the critical conditions set out in the Resolution and Schedule “A,” the sale of the Estonian House and EHL’s participation in the Project would not proceed. The EHL Board authored the Resolution and Schedule “A” with time sensitive and critical milestones that required the immediate approval of the shareholders. Shareholders had expectations and understandings that these milestones needed to be met for this Project to proceed successfully. It is evident that sensitive, key milestones set in the Resolution and appending Schedule have not been satisfied in a timely manner.
Taking into account the spirit and intent of the Resolution, and considering that the Estonian House is the Corporation’s primary asset, shareholders are entitled to be satisfied that all conditions are met before the Board takes any further steps to sell the Estonian House or proceed with purchasing properties on Madison Avenue.
