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11.06.2014: Extraordinary General Meeting of Arco Vara AS

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



Dear shareholder of Arco Vara AS

As the shareholders of Arco Vara AS:

·         AS LÕHMUS HOLDINGS

·         HM Investeeringud OÜ

·         OÜ ALARMO KAPITAL

·         Aktsiaselts LHV Varahaldus

·         Osaühing Rimonne Baltic

have applied for convening an extraordinary general meeting in accordance with
§ 292 (2) of the Commercial Code, notice is hereby given that the extraordinary
general meeting of Arco Vara AS (registry number 10261718; registered office at
Jõe 2B, Tallinn) will be held in the Bolero meeting room of Sokos Hotel Viru,
Viru Square 4 on 4 July 2014 at 10.00 am. 



The agenda of the extraordinary general meeting:

1.     Raising Share Capital

The shareholders propose:

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

·            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; 

·            the Company will issue common shares;

·            all of 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. Only the shareholders who are in the list of the Company’s
shareholders on 7 August 2014 at 23:59 Estonian time will be eligible. The
pre-emptive right can be executed during the subscription period, which
commences on 8 August 2014 at 09:00 Estonian time and terminates on 29 August
2014 at 17:00 Estonian time; 

·            the shares will be offered to the existing shareholders,
professional investors and the employees of Arco Vara group in accordance with
the public offering and listing prospectus; 

·            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; 

·            the subscription period for the shares issued by the Company will
commence on 8 August 2014 at 09:00 Estonian time and terminates on 29 August
2014 at 17:00 Estonian time; 

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

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

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

·            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; 

·            in case the amount of shares subscribed for during the
subscription period is under 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 during 15 days after the end
of the subscription period; 

·            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. 



2.     Recall of the Supervisory Board

The shareholders propose:

To recall all members of the Supervisory Board, i.e. Hillar-Peeter Luitsalu,
Rain Lõhmus, Arvo Nõges, Aivar Pilv, Allar Niinepuu, Toomas Tool, Stephan
Balkin. 



3.     Election of members of the Supervisory Board

The shareholders propose:

·                to elect Rain Lõhmus as member of the Supervisory Board of
Arco Vara AS; 

·                to elect Sven Karjahärm as member of the Supervisory Board of
Arco Vara AS; 

·                to elect Hillar-Peeter Luitsalu as member of the Supervisory
Board of Arco Vara AS; 

·                to elect Allar Niinepuu as member of the Supervisory Board of
Arco Vara AS; 

·                to elect Jaanus Hellat as member of the Supervisory Board of
Arco Vara AS; 

·                to elect Aivar Pilv as member of the Supervisory Board of Arco
Vara AS. 



The materials of the extraordinary general meeting will be available on the
website of Arco Vara AS at
http://www.arcorealestate.com/en/investor-info/general and 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 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 1 July 2014 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 27 June 2014 as at 23:59. 

Registration of attendees begins on 4 July 2014 at 9:45 am. For registration,
please bring a valid 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 a relevant digitally
signed notice to [email protected] on 3 July 2014 at the latest. 

The notice of the extraordinary general meeting including the exact time,
location and agenda will be published in Postimees on 12 June 2014. 



Yours sincerely

Management Board of Arco Vara AS

+372 6144594

[email protected]