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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 Maakri 19/1, Tallinn) will be held in the
meeting room at Maakri 19/1, Tallinn on the 2nd floor on 14 May 2021 at 9.30 am.

The agenda of the annual general meeting:

 1. Approval of the annual report for 2020

The Supervisory Board proposes to the shareholders:

  * To approve the annual report of Arco Vara AS for 2020.

 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 2020 in the
    amount of 1012 thousand EUR to retained earnings;
  * to pay dividends to the shareholders 0.06 euros per share. 390,000 new
    shares to be issued will also be taken into account when paying the
    dividend. The dividend will be paid out in 4 instalments as follows:

      * 0.03 euros per share will be paid to the shareholders on 15 June 2021 by
        transfer to the shareholder's bank account. The list of shareholders
        entitled to respective dividends (ex-date) shall be fixed on 08 June
        2021.
      * 0.01 euros per share will be paid to the shareholders on 15 September
        2021 by transfer to the shareholder's bank account. The respective
        dividend ex-date is on 08 September 2021.
      * 0.01 euros per share will be paid to the shareholders on 15 December
        2021 by transfer to the shareholder's bank account. The respective
        dividend ex-date is on 08 December 2021.
      * 0.01 euros per share will be paid to the shareholders on 15 March 2022
        by transfer to the shareholder's bank account. The respective dividend
        ex-date is on 08 March 2022.

 1. Approval of dividend policy

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

  * To approve the dividend policy of Arco Vara AS until the end of 2023. As of
    the second quarter of 2021, a dividend of at least 0.01 euros per share will
    be paid to shareholders in each quarter and additional pay out based on
    audited net profit of the previous financial year.

 1. Increase of share capital

The  Management Board, in accordance with the Supervisory Board, proposes to the
shareholders to adopt the following resolution to complete the motivation system
of  Tarmo Sild,  approved by  the resolution  of the  General Meeting  on 10 May
2016, on the basis of which 390,000 shares have been subscribed and paid:

  * To increase the share capital of Arco Vara AS in accordance with the
    resolution of the general meeting of 10 May 2016 as follows:

      * To issue 390,000 new ordinary shares with a nominal value of 0.7 euros
        per share.
      * The issue price of one new share is 0.7 euros.
      * The new amount of the share capital is 6,571,856.90 euros.
      * According to the terms and conditions of the convertible bond, issued on
        the basis of the Management Board Member's motivation scheme, the new
        shares are deemed to be subscribed and paid by Tarmo Sild. For the
        shares, subscribed for in 2019, 273 000 euros have been paid on 17 April
        2020 by OÜ Alarmo Kapital to whom Tarmo Sild transferred his right to
        obtain the shares.
      * Existing shareholders will not acquire any rights in relation to the new
        shares to be issued, including the pre-emptive right to subscribe for
        the new shares in accordance with § 345 subsection 1 of the Commercial
        Code.

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  at the
general  meeting 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 29
April 2021 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 11 May 2021 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 07 May 2021 as at the end of the working day of Nasdaq
CSD Estonian settlement system.

In  connection with  the situation  arising from  the Covid-19 pandemic  and the
measures  implemented by the  Government of the  Republic, Arco Vara AS requests
the shareholders to use the opportunity to participate in the general meeting by
proxy.  You may issue to Miko-Ove Niinemäe, the  manager of Arco Vara AS a proxy
with  specific instructions for  voting on your  behalf within each  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 physically attend the general meeting, we
ask  you to inform us about your wish  at the latest on 11 May 2021 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 11 May 2021 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 14 May 2021 at 9:00
am.  For  registration,  please  bring  an  identity  document,  in  case of the
shareholder's  representative a written proxy, or documents proving the right of
representation.

The  invitation of the Annual General Meeting  of Arco Vara AS will be published
in Eesti Päevaleht on 22 April 2021.

Yours sincerely,

Management Board of Arco Vara AS