Market announcement

Title

General meeting of Arco Vara AS

Message

INVITATION AND AGENDA OF THE GENERAL MEETING OF SHAREHOLDERS AND PROPOSALS MADE
AT THE MEETING 

Dear Shareholder of Arco Vara AS,

Arco Vara AS (registry code 10261718; located at Tallinn, Jõe 2B) shareholders
ordinary general meeting will take place on May 12th 2011 at 9:00AM in Tallinn,
Viru väljak 4, Sokos Hotel Viru Conference Center. 

The agenda of the general meeting:

1. Approval of the year 2010 annual report
The supervisory board of Arco Vara proposes the annual report for 2010 be
approved. 

2. Profit allocation
The supervisory board of Arco Vara proposes that the net loss for the year
ended 31 December 2010 of 4,591 thousand kroons (293 thousand euros) to
retained earnings 

3. Appointment of auditor
3.1. The supervisory board of Arco Vara proposes the shareholders appoint one
auditor for one year (until the next ordinary shareholders general meeting) and
appoint Eero Kaup such auditor. 
3.2. The supervisory board of Arco Vara proposes the auditor be paid for
auditing the 2011 annual report according to an agreement to be signed between
the company and KPMG Baltics OÜ. 
3.3. The supervisory board has identified that the auditor has carried out the
consolidated auditing in time, wherefore it is advisable that KPMG Baltics OÜ
should carry out the auditing in the following period. 

4. Amendments of the articles of association
4.1. The supervisory board proposes to the shareholders to amend clauses 2.1.
and 2.3. in the articles of association of Arco Vara AS as follows: 
„2.1. The minimum amount of the Company's share capital shall be 2,500,000
Euros and the maximum amount of the share capital shall be 10,000,000 Euros.”
And 
“2.3. The Company only owns registered shares of one type with a nominal value
of 70 (seventy) Eurocents. Each share provides 1 (one) vote in the general
meeting. No share certificate is issued for the shares.  A share grants the
shareholder the right to participate in the general meeting of shareholders and
in the distribution of the profit and the remaining assets of the Company upon
its termination, as well as other legal and statutory rights.” 
4.2. The par value of existing shares of Arco Vara AS shall be rounded off to
0.7 euro, i.e. to the closest possible value, to which purpose the share
capital of Arco Vara AS shall be increased by 288,631.79 euro through a bonus
issue on account of retained earnings, so that the size of the share capital
will be 3,319,194.90 euro. The recalculation of the par value of shares as a
result of rounding off shall not have any legal consequences. The basis for the
bonus issue is the Arco Vara AS annual report 2010 that was approved by the
general meeting of the shareholders. The list of shareholders entitled to take
part in the bonus issue shall be the list as of 23.05.2011 at 23:59.   The par
value of shares shall be increased by an entry in the commercial register,
which will presumably take place before 01.06.2011. 

Materials of shareholders ordinary meeting of Arco Vara AS are available
through internet website of Arco Vara
http://www.arcorealestate.com/en/investor-info or at the office of Arco Vara AS
in Tallinn, at Jõe street 2B, on workdays from 9:00AM till 5:00PM. 

Questions about the items on the agenda can be sent by e-mail to
[email protected]. All questions and answers will be made public on the
Internet website of Arco Vara AS. 
The list of shareholders entitled to participate at the annual general meeting
shall be determined at 7 days prior to the meeting. 

Registering to participate in the meeting will convene at 8:45AM on May 12th
2011. 

To register, we kindly ask shareholders to present an ID document and the
representative of the shareholder additionally to present also a signed Power
of Attorney or documents validating representation. 


Kind regards,
Management Board of Arco Vara AS