Board of Directors of Orava Residential REIT plc now proposes that the company should change its name to Ovaro Kiinteistösijoitus Oyj

Orava Residential REIT plc

Stock exchange release, 3 September 2018 at 9:00 am

Board of Directors of Orava Residential REIT plc now proposes that the company should change its name to Ovaro Kiinteistösijoitus Oyj

The Board of Directors of Orava Residential REIT plc (hereafter referred to as ‘the Company’) proposes to an extraordinary general meeting that the Company should adopt Ovaro Kiinteistösijoitus Oyj as its new name.

On 16 August 2018, the Board of Directors of the Company convened an extraordinary general meeting to decide on changing the Articles of Association and the company name.  The Board of Directors had earlier proposed that the Company should adopt Avaro Kiinteistösijoitus Oyj as its new name. The Board of Directors has now decided to change its proposal. Under the new proposal, the Company would have Ovaro Kiinteistösijoitus Oyj as its new name.

Petri Roininen, Chairman of the Company's Board of Directors, explains the change:

“We decided to drop the proposal to adopt Avaro as the new name because Avaron is the name of a Finnish construction company and a Finnish rental housing management company uses the name Avara. Furthermore, Avaron Partners, an Estonian asset management company, has registered Avaron as its trademark. We want to avoid any confusion about the name and it is particularly important that we are not associated with management companies.

We have terminated our agreement with the management company Orava Funds plc and the agreement will expire on 18 December 2018. The new company Ovaro Kiinteistösijoitus Oyj would be a fully independent operator and it would not be dependent on management companies in any way.

We decided to adopt Ovaro after thinking about different variations of Orava and Avaro. Ovaro is also a village in northern Italy and there are no management companies with similar names operating in Finland.

We hope that by adopting a new and distinctive name, the company will be successful as an independent operator and that it will generate value for its shareholders.”

The Board of Directors of Orava Residential REIT plc has, in a manner communicated by the Company on 16 August 2018, convened an extraordinary general meeting on 10 September 2018 to decide on the new company name and on changes to the Articles of Association. If the Board of Directors’ proposal is adopted, the Company would no longer be a REIT and the Act on Alternative Investment Fund Managers would no longer apply to it. Instead, the Company would be able to operate more efficiently because it would have a management organisation of its own and there would no longer be any need for a management company.

The Company owns 1,600 apartments in Finland and at the end of June, they had a fair value of EUR 194.6 million. At the same time, the Company's net assets per share amounted to EUR 9.59.

Petri Roininen justifies the changes in the Articles of Association and the new name as follows:

“Orava Residential REIT has not been productive enough. Expenses have been high, while the values of apartments have developed unfavourably. By discontinuing the REIT status, we will lose our tax exemption, but gain much more in return. The management of a regulated REIT has been expensive and business activities have been restricted. As a result of this change, we will have wider business opportunities. Now, our aim is to cut costs and increase profit. When operating as an investment company, we will also be able to acquire treasury shares.”

Helsinki, 3 September 2018

Orava Residential REIT plc

Board of Directors

Additional information

Petri Roininen, Chairman of the Board, tel. 69

Appendix The amended board proposal (3 September 2018) for the amendment of the articles of association ( item 6 of the agenda of the extraordinary general meeting)

ORAVA RESIDENTIAL REIT PLC

THE AMENDED BOARD PROPOSAL (3 SEPTEMBER 2018) FOR THE AMENDMENT OF THE ARTICLES OF ASSOCIATION (ITEM 6 OF THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING)

The Board of Directors proposes that the Company’s Articles of Association be amended as follows:

• Article 1 would be amended to read as follows:

Article 1. Company name

The name of the Company is Ovaro Kiinteistösijoitus Oyj.

• Article 3 would be amended to read as follows:

Article 3. Purpose of the Company

The purpose of the company is to let apartments and real estate which it owns or possesses due to its shareholding, to engage in ordinary housing management and maintenance, focusing on its own property, to exercise construction contracting on the company’s own behalf and to finance all these operations.

• Article 13 would be deleted.

The Board’s proposal for the Company’s new Articles of Association is appended in its entirety as Appendix 1 to this proposal.

APPENDIX 1

THE BOARD’S PROPOSAL FOR THE COMPANY’S NEW ARTICLES OF ASSOCIATION

Articles of Association

Article 1. Company name

The name of the Company is Ovaro Kiinteistösijoitus Oyj.

Article 2. Registered office

The company’s registered office is in Helsinki, Finland.

Article 3. Purpose of the Company

The purpose of the company is to let apartments and real estate which it owns or possesses due to its shareholding, to engage in ordinary housing management and maintenance focusing on its own property, to exercise construction contracting on the company’s own behalf and to finance all these operations.

Article 4. Book-entry system

The Company’s shares are included in the book-entry system.

Article 5. Board of Directors

The Company’s Board of Directors consists of at least three (3) and at most eight (8) members.

The Board of Directors elects a chairman and a vice chairman from among its members.

The Board of Directors is convened by the chairman. The chairman must convene the Board of Directors if a Board member or the CEO so demands.

The Board of Directors has a quorum when more than half of its members are present. Decisions are made in the form of majority decisions. If votes are tied, the chairman shall have the casting vote. If the votes are tied when selecting the chairman, the selection will be made by drawing lots.

The term of office of the Board of Directors terminates at the close of the Annual General Meeting following the election.

Article 6. CEO

The Company has a CEO selected by the Board of Directors.

Article 7. Representing the Company

The Company is represented by the chairman of the Board of Directors and the CEO, both singly, and any two members of the Board of Directors jointly.

The Board of Directors may grant designated persons the right to represent the company each separately together with a Board member or any two jointly.

Article 8. Auditor

The Company has one (1) auditor which must be an auditing firm approved by the Central Chamber of Commerce.

The term of office of the auditor is the financial period, and their task ends at the end of the Annual General Meeting first following their election.

Article 9. Financial period

The Company’s financial period is the calendar year.

Article 10. Annual General Meeting

The Annual General Meeting will be held annually by the end of June on a date set by the Board of Directors.

The AGM must

present:

1. Financial statements, including consolidated financial statements and a Board of Directors’ report

2. Audit report

The AGM must decide on:

3. The adoption of the financial statements

4. Using the profit shown on the balance sheet

5. Discharging members of the Board of Directors and the CEO from liability

6 The number of Board members

7. Fees paid to Board members

8. The auditor's fee

The AGM must select:

9. Members of the Board of Directors

10. Auditor

Article 11. Notice of a meeting

Notices of a general meeting must be made available on the Company’s website no earlier than three (3) months and no later than 21 days before the meeting. Notices of a general meeting must always be made available at least nine (9) days prior to the record date of the general meeting as defined in the Limited Liability Companies Act.

Article 12. Registering for a general meeting

In order to attend a general meeting, shareholders must register with the Company no later than on the date indicated in the notice. This date cannot be earlier than ten (10) days prior to the meeting.