Market announcement

Title

CORRECTION: 12.05.2011 Decisions of Annual General Meeting of Shareholders Arco Vara AS

Message

The Annual General Meeting of Shareholders of Arco Vara AS started at 9.10 a.m.
and ended at 11.00 a.m. and it was competent to pass decisions regarding the
items on the agenda. The agenda of the Annual General Meeting of Shareholders
of Arco Vara AS was published in April 20, 2011 and supplement of agenda was
published in May 4, 2011 in the newspaper Eesti Päevaleht and in the
information system of the Tallinn Stock Exchange and on the website of Arco
Vara AS http://www.arcorealestate.com. 

The following decisions were passed at the Annual General Meeting of 
Shareholders of Arco Vara AS: 


1. To approve the year 2010 Annual Report of Arco Vara AS.

2. To cover the net loss for the year ended 31 December 2010 of 4,591 thousand
kroons (293 thousand euros) to retained earnings. 

3. To appoint 1 auditor for one year (until the next Annual General Meeting of 
Shareholders) and to appoint KPMG Baltics AS as auditor, to appoint Eero Kaup
as auditor in charge and to pay to the auditor the fee for the auditing of 2010
financial results according to the agreement to be signed between Arco Vara AS
and KPMG Baltics AS. 

4. 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.” 

5. 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 

6. To perform a special audit in relation to Arco Vara AS participation in
sales transactions as follows: 
6.1. To appoint the persons conducting a special audit (special auditors)
Ernst&Young Batics AS, Rävala str 4, Tallinn 10143, ph + 372 611 4610, fax +
372 611 4611, e-mail [email protected]  leading consultant and manager of the
area of internal control and risks Taavi Saat  and Ernst & Young´s partner in
charge and member of management board, sworn auditor Ivar Kiigemägi. 
6.2. To charge the auditor for a special audit with the task of investigating
the circumstances per each sales transaction and to present the auditor for a
special audit with the following questions for each sales transactions (except
in cases where the question itself is limited to the specific transaction): 
6.2.1. To whom did Arco Vara sell its share in S.C.L-Base Project S.R.L
(Romania), Tallinna Olümpiapurjespordikeskuse AS, Floriston Grupp OÜ, Arco
Ärikeskuse OÜ and Saare Kinnistute OÜ and Wilson Kinnisvara OÜ? 
6.2.2. On October 21, 2009, according to a publicly disclosed stock notice Arco
Vara sold its shares in Tallinna Olümpiapurjespordikeskuse AS, Floriston Grupp
OÜ and Arco Ärikeskuse OÜ to companies related to Marcel Vichmann and Olav
Miil. To whom specifically where the aforementioned shares sold? 
6.2.3. What was the sales price for the shares in UAB IKAS Projekt (Lithuania)
and S.C.L-Base Project S.R.L (Romania)? 
6.2.4. For what reasons were the shares in the daughter companies transferred?
6.2.5. Was the sale of shares more profitable for Arco Vara and/or shareholders
than declining to sell the shares? 
6.2.6. Did Arco Vara also offer the shares for sale to other potential buyers
and what were the competing offers? On which grounds were the specific buyers
chosen? 
6.2.7. Have the conditions for the transfer of shares been fulfilled completely
by this time? If the conditions for the transfer transactions have not been
fulfilled then: 
6.2.7.1. what kind of claims does Arco Vara have against the share buyers?
6.2.7.2. what kind of methods has Arco Vara implemented to satisfy or ensure
the claims? 
6.2.8. Was the sale of shares planned in Arco Vara financial year action plan,
budget or other such document? If yes, then what kind of management body has
approved or coordinated the budget or other such document? 
6.2.9. Was the sale of shares approved by the supervisory board and, if yes,
when? 
6.2.10. How was the proposal and economic usefulness of the sale of shares
justified to the supervisory board? 
6.2.11. Did the supervisory board members present any dissenting opinions
concerning the transfer of shares and, if yes, which? 
6.2.12. Who among the Arco Vara management body members participated in the
valuation of the share values and in the sales negotiations? 
6.2.13. As of what date was the price of share determined?
6.2.14. What kinds of valuation methods were used to valuate the share prices
and who carried out this valuation? 
6.2.15. What was the share price per used valuation methods?
6.2.16. Was the right of pre-emption valid in the sale of shares? If yes, did
other shareholders use the right of pre-emption? 
6.2.17. Was the repurchase of shares by Arco Vara also stipulated in the
contracts? 
6.2.18. Can the Arco Vara management board confirm that the transactions did
not damage the interests of the shareholders? 
6.2.19. Was the approval of a person of a credit institution or other such body
required to make a transaction and were the transactions coordinated with such
a person? 
6.3. According to Arco Vara AS stock notices, the largest sale of shares is the
transaction disclosed on October 21, 2009 within the framework of which Arco
Vara sold its shares in (1) Tallinna Olümpiapurjespordikeskuse AS, (2)
Floriston Grupp OÜ and (3) Arco Ärikeskuse OÜ (henceforth all 3 units to be
referred to as the joint entrepreneurs) to undisclosed companies for a total of
172 MEEK (11 MEUR), of which 55 MEEK (3,5 MEUR) is the amount paid for the sale
of the joint entrepreneurs' shares and stock (henceforth the shares) and 117
MEEK (7,5 MEUR) is the amount for which claims against the joint entrepreneurs
were transferred. 
On the basis of the above and in addition to the questions listed in item 2 of
this special audit questionnaire, the auditor for the special audit is charged
with answering the following questions about the sale of the shares and stock
of the aforementioned joint entrepreneurs: 
6.3.1. Who presented the management board with the proposal for the sale of
specific shares and what was the reasoning behind this? 
6.3.2. For what reason where the shares in the three joint entrepreneurs under
question transferred in 2009? 
6.3.3. On what grounds was the share of 12,5% in  Floriston Grupp OÜ left
unsold? 
6.3.4. Why was the sales price of a 37,5% share in Floriston 5 500 000 kroons,
if the Arco Vara prospectus and the May 26, 2010 Arco Vara stock notice valued
the consolidated Floriston Grupp OÜ retained profits in the amount of a 12%
share to be 37 943 987 kroons? According to the 2009 annual report of Floriston
Grupp OÜ, Floriston had - as of December 31, 2009 - retained profits of 151 489
722 kroons, shareholder's equity of 151533 722 kroons and maximum net dividends
of 119 676 880 kroons, of which 37,7% was 44 878 830 kroons. Please to explain
the principles of price formation in this transaction by Arco Vara. 
6.3.5. How does the total loss of 150 MEEK (9,6 MEUR) from the sale of the
shares listed in the October 21, 2010 stock notice come about and what are the
reasons? 
6.3.6. How does the total loss of 150 MEEK (9,6 EUR) described in the October
21, 2010 stock notice divide by shares sold? What is the transaction result
when broken down by the sales of Tallinna Olümpiapurjespordikeskuse AS stock,
Floriston Grupp OÜ share and Arco Ärikeskuse OÜ share? 
6.3.7. What kind of claims have been relinquished along with the sale of shares
and on which grounds was this considered to be necessary in the sales
transactions? 
6.3.8. Has the fulfillment of claims relinquished to Arco Vara been guaranteed
and how? 
6.3.9. Does the acquisition of claims by Arco Vara against the joint
entrepreneurs improve Arco Vara's liquidity position and does the acquisition
of claim enable getting financial instruments to finance the construction of
new residential building projects in Tallinn? 
6.3.10. Did Arco Vara finance any residential building projects - and, if yes,
which - from the money gained from the sale of stock/shares in Tallinna
Olümpiapurjespordikeskuse AS, Floriston Grupp OÜ and Arco Ärikeskuse OÜ? 
6.3.11. Are the residential building projects described in the October 21, 2010
stock notice more profitable from the position of Arco Vara, compared to the
projects by the joint entrepreneur Tallinna Olümpiapurjespordikeskuse AS,
Floriston Grupp OÜ and/or Arco Ärikeskuse OÜ? 
6.3.12. Is the October 21, 2010 stock notice claim that during the next 10
years Arco Vara may receive additional income from the realization of the
construction rights on estates that belong to Tallinna
Olümpiapurjespordikeskuse AS, Floriston Grupp OÜ or Arco Ärikeskuse OÜ true and
justified? 
6.3.12.1. What kind of additional income would Arco Vara receive from the
realization of construction rights on estates that belong to the joint
entrepreneurs? 
6.3.12.2. What is the size of the additional income Arco Vara may receive from
the realization of construction rights on the aforementioned estates that
belong to the joint entrepreneurs? 
6.3.12.3. Is the alleged (additional) income gained by Arco Vara from the
realization of construction rights of the joint entrepreneurs larger than the
income that Arco Vara would have received in the situation where Arco Vara had
not transferred its shares in the joint entrepreneurs? 
6.3.13. What was the dynamic of the joint entrepreneurs' stock and shares
during the three years prior to the sale of the shares? 
6.3.14. How big were the retained profits of Floriston Grupp OÜ at the moment
the shares were valuated? 
6.3.15. Was/is there a shareholder contract that applies to the shares?
6.4. To charge the management board with signing a contract for performing a
special audit between Arco Vara AS and the auditor for a special audit or a
respective company of auditors under the following conditions: 
6.4.1. the deadline for preparing a special audit report is 3 months;
6.4.2. the maximum size for performing a special audit is 18 000 euros.
6.5. Every shareholder is entitled to review the special audit report and to
make copies of it at the expense of Arco Vara AS. The special audit report
shall not include information which damages the rights or business interests of
Arco Vara  AS. 
The Annual General Meeting of Shareholders of Arco Vara AS was held according
to law and Statute of Arco Vara AS. 


Lembit Tampere
CEO
Arco Vara AS
phone: +372 614 4630
[email protected]
http://www.arcorealestate.com/