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Decisions of the Annual General Meeting of shareholders of Arco Vara AS

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The annual general meeting of shareholders of Arco Vara AS held on 5 June 2025
adopted the following decisions:

 1. To approve the annual report of Arco Vara AS for 2024.
 2. To cover the net loss of EUR 624 thousand for the financial year ended on
    31.12.2024 from retained earnings; and 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 November 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.
 3. 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.
 4. 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; and 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.

 5. To approve the remuneration for the position of the Chairman of the
    Supervisory Board in the amount of EUR 5,000 net per month; and to approve
    remuneration of regular supervisory board members in the amount of up to EUR
    500 net per each supervisory board meeting.
 6. 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."
 7. 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
        is the nominal value and 1.8 euros is the 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. 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;
     b. 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;
     c. 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;
     d. the new shares will confer the right to receive dividends starting from
        the end of the subscription period;
     e. 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 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.


Dividend payment ex-date of Arco Vara AS

Taking into account that the list of shareholders who are entitled to dividends
(record date) shall be fixed on the following date:

  * 5 November 2025,

Arco Vara AS hereby informs that the respective dividend payment ex-date ia the
following:

  * 4 November 2025.



Darja Bolshakova
CFO
Arco Vara AS
+372 6144 630
[email protected] (mailto:[email protected])