Market announcement

Title

CORRECTION: 05.06.2014: Annual General Meeting of Arco Vara AS

Message

In the notice condition no 4 of the issuance of new shares of Arco Vara AS was
corrected. In case the amount of shares owned by a shareholder does not give
the right to subscribe for a whole number of shares the amount of shares will
be rounded down. 

Follows the corrected notice:

________________________

NOTICE OF THE ANNUAL GENERAL MEETING, ITS AGENDA AND PROPOSED RESOLUTIONS



Dear shareholder of Arco Vara AS

Notice is hereby given that the annual general meeting of Arco Vara AS
(registry number 10261718; registered office at Jõe 2B, Tallinn) will be held
in the Polero meeting room of Sokos Hotel Viru, Viru Square 4 on 5 June 2014 at
10.00 am. 



The agenda of the annual general meeting:



1.     Approval of the annual report for 2013

The Supervisory Board proposes to the shareholders:

·         to approve the annual report for 2013;

·         to transfer the net profit for the year ended on 31 December 2013 of
3 427 165 EUR to retained earnings. 



2.     Raising Share Capital

The Supervisory Board proposes to the shareholders:

to approve the issuance of new shares of Arco Vara AS on the following terms
and conditions: 

1)     Arco Vara AS (the „Company“) will issue 3,5 million new shares with the
nominal value of 0,7 EUR increasing the share capital by 2 450 000 EUR,
therefore the new share capital of the Company will be 5 769 194,9 EUR; 

2)     the Company will issue common shares;

3)     all the existing shareholders of the Company will have the pre-emptive
right to subscribe for the new shares in accordance with § 345 of the
Commercial Code. This will only apply to the shareholders who are in the list
of the Company’s shareholders on 19 June 2014 at 23.59. The pre-emptive right
can be exercised during the subscription period, which commences on 6 June at
9.00 a.m and terminates on 20 June 2014 at 5.00 p.m local Estonian time; 

4)     by issuing the new shares the pre-emptive right of subscription for the
new shares derived from legislative acts will be granted to the shareholders
and in case the amount of shares owned by a shareholder does not give the right
to subscribe for a whole number of shares the amount of shares will be rounded
down; 

5)     the subscription period for the shares issued by the Company will
commence on 6 June at 9.00 a.m and terminate on 20 June 2014 at 5.00 p.m local
Estonian time; 

6)     payment for the subscribed shares will be made by monetary contribution
at the time of subscription; 

7)     the nominal value of each of the shares is 0.7 EUR and issuance price of
each new shares will be 1 EUR, therefore the amount of premium will be 0.3 EUR
per share; 

8)     the issued shares shall grant the right to dividends from the financial
year the share capital was increased; 

9)     in case the amount of shares subscribed for during the subscription
period will exceed the volume of the planned share capital increase, the
Management Board of the Company will have the right to cancel the
oversubscribed shares in accordance with § 3461 (2) of the Commercial Code.
During allocation the Management Board of the Company will grant the existing
shareholders their pre-emptive right for subscription derived from legislative
acts and follow the principle of equal treatment of shareholders; 

10) in case the amount of shares subscribed for during the subscription period
is below the volume of the planned share capital increase, the Management Board
of the Company will have the right to cancel the shares that were not
subscribed for during the subscription period. The Management Board will have
the right to exercise this right for 15 days after the end of the subscription
period; 

11) by issuing new shares the Company wishes to improve its capitalization.
Proceeds of the share issue will be used for investing in residential real
estate development projects. 



3.     Appointment of Auditor

The Manager proposes the shareholders:

to appoint one auditor for one year (until the next ordinary shareholders
general meeting) and appoint AS PricewaterhouseCoopers as such auditor. To pay
the auditor the fee for auditing the company’s economic activities during
marketing year 2014 according to the future agreement between the company and
AS Pricewaterhouse Coopers. 



The materials of the annual general meeting will be available on the website of
Arco Vara AS at http://www.arcorealestate.com/en/investor-info/generaland in
the registered office of Arco Vara AS at Jõe 2B, Tallinn on business days from
9 am to 5 pm. 

Questions regarding the agenda items may be sent by email to [email protected].
The questions together with the answers will be published on the website of
Arco Vara AS. All shareholders have a lawful right to obtain information from
the management board about the operation of the company. Shareholders whose
shares represent at least one twentieth of the share capital of Arco Vara AS
may request that additional items be added to the agenda provided they submit
their request at least 15 days before the general meeting, i.e. by 21 May 2014
at the latest, and they may propose a resolution on any or all agenda items,
provided they submit the proposal at least three days before the general
meeting, i.e. by 2 June 2013 at the latest. Shareholder requests and proposals
have to be submitted by email to [email protected] and they will be published in
line with legal requirements. 

The list of shareholders eligible to vote will be prepared seven days before
the general meeting, i.e. on 29 May 2013 as at 23:59. 

Registration of attendees begins on 5 June 2014 at 9:45 am. For registration,
please bring an identity document. A proxy must have a written proxy document
or other documents verifying the right to act as a proxy. A shareholder may
notify Arco Vara AS before the meeting of the appointment of a proxy or the
revocation of a proxy appointment by sending relevant digitally signed notice
to [email protected] on 4 June 2014 at the latest. 

The notice of the annual general meeting including the exact time, location and
agenda will be published in Postimees on 14 May 2014. 



Yours sincerely

Management Board of Arco Vara AS

+372 6144594

[email protected]