Börsiteade

Pealkiri

Annual General Meeting of Arco Vara AS

Teade

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 Maakri 19/1, Tallinn) will be held in the
meeting  room at  Maakri 19/1, Tallinn  on the  2(nd) floor on  30 April 2020 at
10.00 am.


The agenda of the annual general meeting:

 1. Approval of the annual report for 2019

The Supervisory Board proposes to the shareholders:

To approve the annual report of Arco Vara AS for 2019.

 1. Distribution of profit and dividend payment

Management   Board   in  accordance  with  Supervisory  Board  proposes  to  the
shareholders:

  * To allocate the net profit for the year ended on 31 December 2019 in the
    amount of 388 thousand EUR to retained earnings;
  * to pay dividends to the shareholders 0.04 euros per share. The list of
    shareholders entitled to dividends shall be fixed on 15 May 2020, as at the
    end of the working day of Nasdaq CSD Estonian Settlement System. The
    dividends shall be paid to the shareholders by transfer to the bank account
    of the shareholders on 22 May 2020.

 1. Recall of the Supervisory Board

The shareholder proposes:

To  recall  all  members  of  the  Supervisory  Board,  i.e. Rain Lõhmus, Steven
Yaroslav Gorelik, Hillar-Peeter Luitsalu, Allar Niinepuu, Kert Keskpaik.

 1. Election of members of Supervisory Board

The shareholders propose to appoint a Supervisory Board that consists of six
members and to elect the following persons to Supervisory Board:

1.  Steven Jaroslav Gorelik
2.  Kert Keskpaik
3.  Hillar-Peeter Luitsalu
4.  Allar Niinepuu
5.  Rait Riim
6.  Tarmo Sild

 1. Appointment of Auditor

The Supervisory Board proposes to the shareholders:

To  appoint an auditor for two years and appoint KPMG Baltics OÜ as the auditor.
To  pay the auditor for auditing the annual  report of Arco Vara AS for 2020 and
2021 according  to the agreement concluded between Arco Vara AS and KPMG Baltics
OÜ.

 1. Changing the bylaws

The Supervisory Board proposes to the shareholders:

To add clause 3.11 to the bylaws and establish it in the following wording:

3.11.    Shareholders  may participate in the general meeting and exercise their
rights  using electronic means without  physically attending the general meeting
and  without appointing a representative. The procedure of the participation and
electronic voting shall be determined by the Management Board in accordance with
the applicable rules and regulations in force.


The  materials of the annual general meeting will be available on the website of
Arco Vara AS at www.arcovara.com and in the registered office of Arco Vara AS at
Maakri 19/1, 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 1/20 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 15 April 2020 at the latest,
and  they may  propose a  resolution on  any or  all agenda items, provided they
submit the proposal at least 3 days before the general meeting, i.e. by 27 April
2020 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 fixed 7 days before the
general  meeting, i.e.  on 23 April  2020 as at  the end  of the  working day of
Nasdaq CSD Estonian settlement system.

Due  to the state of emergency that has been declared in the Republic of Estonia
and  the measures that have been implemented  in order to guarantee the wellfare
of  Estonian nation, Arco Vara AS hereby requests that shareholdes use this time
the opportunity to participate in the general meeting by proxy. You may issue to
Evelin  Kanter, the Chief  Legal Officer of  Arco Vara AS  a proxy with specific
instructions  for voting on your  behalf for every item  on the agenda. This way
you  will be able to participate in the meeting and vote in accordance with your
own  better judgement without shareholders having to gather in one room. In case
you still wish to phisycally attend the general meeting, we ask you to inform us
about  your wish at  the latest on  28 April 2020 in order  for us to be able to
make  all necessary preparations to ensure  your well-being. Taking into account
the  current situation, Arco Vara  AS reserves the right  to limit the amount of
shareholders allowed to physically participate in the meeting and also to cancel
the general meeting, if necessary.

We  ask everyone who decides to appoint with a proxy a representative, to inform
us  about it  at the  latest on  28 April 2020 and  send us the digitally signed
proxy  to [email protected]. In case you are  not able to sign digitally, please
send  us the  scanned proxy  to [email protected]  and the  original by  post to
Maakri  19/1, Tallinn 10145. Registration  of physical  attendees begins  on 30
April  2020 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.

The notice of the annual general meeting will be published in Eesti Päevaleht on
8 April 2020.


Yours sincerely,

Management Board of Arco Vara AS
+372 6144 630
[email protected]