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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 Jõe 2B, Tallinn) will be held
in the Tallinn meeting room of Hotel Euroopa, Paadi 5, Tallinn on 18 June 2013
at 11:00 am (EET). 

The agenda of the annual general meeting:

  1. Approval of the annual report for 2012

The supervisory board proposes to the shareholders:

  -- to approve the annual report for 2012;
  -- to transfer the net loss for the year ended on 31 December 2012 of
     18,034,755 euros to retained earnings.

  1. Issuance of convertible bonds

The supervisory board proposes to the shareholders:

  -- to increase the share capital of Arco Vara AS conditionally by issuing one
     convertible bond with the nominal value of 1,000 euros in accordance with
     the attached conditions of the convertible bond;
  -- the convertible bond will give its owner the right to subscribe up to
     390,000 shares of Arco Vara AS for 0.7 euro per share starting from 1
     January 2016 until 31 December 2016;
  -- in case of subscription the Management Board of Arco Vara may increase the
     share capital up to 273,000 euros, i.e by 390,000 shares. The maximum size
     of the new share capital may be 3,592,194.90 euros;
  -- the existing shareholders will give up the right of privileged subscription
     of the convertible bond as well as the right of privileged subscription of
     the shares issued after the exchange of the convertible bond.

(extract from the decision of 16 October 2012 of the Supervisory Board)

  1. The new principles of rewarding the Supervisory Board of Arco Vara AS

The supervisory board proposes to the shareholders:

  -- to pay the members of the Supervisory Board 500 euros (net amount) for
     every participated meeting but not more that 1,000 euros (net amount) per
     month;
  -- to make the payment of the reward dependent on the signing of the minutes
     of the meetings of the Supervisory Board;
  -- not to compensate the travel and living expenses of the members of the
     Supervisory Board.

The materials of the annual 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 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 3 June 2013 at the latest, and they 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 15 June 2013 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 11 June 2013 as at 23:59. 

Registration of attendees begins on 18 June 2013 at 10:45 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. 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 relevant digitally signed notice
to [email protected] on 15 June 2013 at the latest. 

The notice of the annual general meeting including the exact time, location and
agenda will be published in Postimees on 25 May 2013. 



Yours sincerely
Management Board of Arco Vara AS