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Annual General Meeting of Arco Vara AS

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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  Rotermanni 10, Tallinn) will  be held in
Tallinn  at Kodulahe pavilion (address Lammi 8) on 5 June 2025 at 5:15 pm at the
Kodulahe Pavilion in Tallinn (address: Lammi 8).

The agenda of the annual general meeting:

 1. Approval of the annual report for 2024

The Supervisory Board proposes to the shareholders:

  * To approve the annual report of Arco Vara AS for 2024.

 1. Distribution of profit and dividend payment

The  Management Board, in  coordination with the  Supervisory Board, proposes to
the shareholders:

  * to cover the net loss of EUR 624 thousand for the financial year ended on
    31.12.2024 from retained earnings.

  * to pay a dividend of EUR 0.02 per share. The dividend of EUR 0.02 per share
    will be paid to shareholders on 12.11.2025 via transfer to the shareholder's
    bank account. The list of shareholders entitled to receive the dividend
    (record date) will be fixed as of 05.11.2025.

 1. Approval of the Management Board's remuneration principles

The  Management Board, in  coordination with the  Supervisory Board, proposes to
the shareholders:

  * to approve the principles of remuneration of the Management Board of Arco
    Vara AS as set out in the materials of the general meeting and made
    available to shareholders.

 1. Extension of the Supervisory Board's authorizations

The  Management Board, in  coordination with the  Supervisory Board, proposes to
the shareholders:

  * to approve the mandates of Supervisory Board members Steven Yaroslav
    Gorelik, Kert Keskpaik, Hillar-Peeter Luitsalu, Allar Niinepuu and Tarmo
    Sild as of the end of their term until adoption of this resolution of the
    general meeting of shareholders;

  * to extend the term of office of the following persons as members of the
    Supervisory Board for five (5) years from the date of this resolution of the
    general meeting of shareholders:

 a. Steven Yaroslav Gorelik;
 b. Kert Keskpaik;
 c. Hillar-Peeter Luitsalu;
 d. Allar Niinepuu; and
 e. Tarmo Sild.

 1. Approval of remuneration of the Supervisory Board

The  Management Board, in  coordination with the  Supervisory Board, proposes to
the shareholders:

  * to approve the remuneration for the position of the Chairman of the
    Supervisory Board in the amount of EUR 5,000 net per month;
  * to approve remuneration of regular supervisory board members in the amount
    of up to EUR 500 net per each supervisory board meeting.

 1. Amendment of the Articles of Association

The  Management Board, in  coordination with the  Supervisory Board, proposes to
the shareholders:

  * to amend clause 2.1 of Arco Vara AS's Articles of Association and adopt the
    following wording:

"The  minimum share  capital of  the Company  is 5,000,000 euros and the maximum
share capital is 20,000,000 euros."

 1. Increase of Share Capital in the Form of Directed Share Issue

To   acquire   the  Luther  Quarter  and  prepare  for  development,  additional
investments  are necessary. In this regard, Arco Vara AS has decided to increase
its  share capital through a directed share issue and involve new investors, the
former  owners of  the Luther  Quarter properties,  Luther Factory OÜ and Luther
Factory  Holding OÜ.  Arco Vara  AS majority  shareholder Alarmo Kapital OÜ, has
also  committed to  subscribing to  the issued  shares to  maintain its majority
stake.

The  Management Board, in  coordination with the  Supervisory Board, proposes to
the shareholders:

  *  to increase the share capital of Arco Vara AS as follows:

     a. to issue 6,980,000 new ordinary shares with a nominal value of 0.7 euros
        per share. The new ordinary shares will be of the same class as all
        other shares of Arco Vara AS;
     b. the issue price of one new share will be 2.5 euros, of which 0.7 euros
        nominal value and 1.8 euros share premium;
     c. the new share capital is 12,157,856.90 euros;
     d. the pre-emptive right to subscribe for new shares is divided follows:

           i. Alarmo Kapital OÜ (registry code 11716173): 2,100,000 shares.
              Alarmo Kapital OÜ will pay for new subscribed shares in full with
              monetary contribution, totalling 5,250,000 euros;
          ii. Luther Factory OÜ (registry code 16151741): 3,309,999 shares.
              Luther Factory OÜ will pay for new subscribed shares in full with
              monetary contribution, totalling 8,274,997.50 euros;
         iii. Luther Factory Holding OÜ (registry code 14806675): 1,570,001
              shares. Luther Factory Holding OÜ will pay for new subscribed
              shares in full with monetary contribution, totalling 3,925,002.50
              euros;

     a. the subscription period for the new shares is fourteen (14) days from
        the adoption of the share capital increase resolution, whereas the
        Management Board has the right to shorten the subscription period if all
        shares are subscribed before the deadline. Shares are considered
        subscribed upon payment of monetary contribution to AS Arco Vara's bank
        account EE307700771000592876;
     b. to exclude the pre-emptive subscription rights of existing shareholders
        for the newly issued shares to enable the persons listed in point (d) to
        make the desired investment into Arco Vara's equity;
     c. the Management Board has the right to extend the subscription period or
        cancel the shares that were not subscribed for during the subscription
        period within fifteen (15) days after the end of the subscription
        period;
     d. the existing shareholders will not have any rights related to the new
        shares, including no pre-emptive subscription rights under § 345 (1) of
        the Commercial Code;
     e. the new shares will confer the right to receive dividends starting from
        the end of the subscription period;
     f. the Company will apply for all newly issued shares to be admitted to
        trading on the main list of the Nasdaq Tallinn Stock Exchange, and the
        shareholders authorize the Company's Supervisory Board and Management
        Board to carry out all necessary actions and conclude all required
        agreements for this purpose.


The materials for the annual general meeting of shareholders of Arco Vara AS are
available on the company's website at www.arcovara.com (http://www.arcovara.com)
and  at the Arco Vara AS office in Tallinn at Rotermanni 10 on working days from
9:30 AM to 5:00 PM.

Questions   regarding   the   agenda   items   can  be  submitted  by  email  to
[email protected]. The questions and answers will be published on Arco Vara AS's
website.  In  accordance  with  the  law,  shareholders have the right to obtain
information from the Management Board about Arco Vara AS's activities during the
general meeting. Shareholders representing at least 1/20 of Arco Vara AS's share
capital  may request additional  items to be  added to the  agenda by submitting
such  a request no  later than 15 days  before the general  meeting, i.e. by May
20, 2025. They  may also submit draft resolutions  regarding each agenda item by
making  proposals no later than 3 days before  the general meeting, i.e. by June
1, 2025. Shareholders'   demands   and  proposals  must  be  sent  by  email  to
[email protected] and will be published in accordance with the law.

The  list of shareholders entitled to vote  at the meeting will be determined 7
days  before the meeting, i.e. on May  28, 2025, based on the end-of-day data of
the Nasdaq CSD Estonia settlement system.

Anyone  wishing to appoint a proxy representative  is asked to inform us by June
1, 2025 and  send the  digitally signed  power of  attorney to [email protected]
(mailto:[email protected]).  If digital signing is not possible, a scanned power
of attorney should be sent to [email protected] and the original sent by post to
Rotermanni   10, Tallinn   10111. Registration   for   shareholders  wishing  to
physically  attend the  general meeting  will begin  on June 5, 2025 at 4:45 PM.
Please  bring an identity document for registration. Shareholder representatives
should  also bring a written power of attorney or documents proving the right of
representation.

The  notice convening  the general  meeting will  be published  in the newspaper
Postimees on 13.05.2025.

Sincerely,

The Management Board of Arco Vara AS
+372 614 4630
[email protected]