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2014


On 11 March, 2014 Arco Vara issued an announcement declaring that the company has started making preparations for a possible share capital increase.

On 14 May, 2014 Arco Vara issued the invitation for the annual general meeting that will take place on 5 June, 2014. According to the invitation the second item on the agenda is “Raising Share Capital”.

In case the general meeting on 5 June, 2014 will adopt the decision for raising share capital in accordance with the proposition of the Supervisory Board, the subscription period will start on 6 June, 2014 and will last until 20 June, 2014. All together Arco Vara is planning to issue 3.5 million new shares. The nominal value of each share is 0.7 EUR and issuance price of each new share will be 1 EUR, therefore the amount of share premium will be 0.3 EUR per share. 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. Arco Vara is planning to publish the prospectus on 6 June, 2014 provided that the general meeting has adopted the decision for raising share capital. By issuing the new shares the pre-emptive right of subscription for the new shares derived from legislative acts will be granted to the existing shareholders.

 

Evelin Kanter
Lawyer
Arco Vara AS
Tel: +372 614 4594
This email address is being protected from spambots. You need JavaScript enabled to view it.


The materials of Annual general meeting of Arco Vara


In the notice condition no 4 of the issuance of new shares of Arco Vara AS was corrected. I n 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.

Follows the corrected notice:

________________________

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 Bolero meeting room of Sokos Hotel Viru, Viru Square 4 on 5 June 2014 at 10.00 am.

 

The agenda of the annual general meeting:

 

1. Approval of the annual report for 2013

The Supervisory Board proposes to the shareholders:

·to approve the annual report for 2013;

·to transfer the net profit for the year ended on 31 December 2013 of 3 427 165 EUR to retained earnings.

 

2. Raising Share Capital

The Supervisory Board proposes to the shareholders:

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

1)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 2450 000 EUR, therefore the new share capital of the Company will be 5769194,9 EUR;

2)the Company will issue common shares;

3)all 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. This will only apply to the shareholders who are in the list of the Company’s shareholders on 19 June 2014 at 23.59. The pre-emptive right can be exercised during the subscription period, which commences on 6 June at 9.00 a.m and terminates on 20 June 2014 at 5.00 p.m local Estonian time;

4)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;

5)the subscription period for the shares issued by the Company will commence on 6 June at 9.00 a.m and terminate on 20 June 2014 at 5.00 p.m local Estonian time;

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

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

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

9)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;

10)in case the amount of shares subscribed for during the subscription period is below 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 for 15 days after the end of the subscription period;

11)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.

 

3. Appointment of Auditor

The Manager proposes the shareholders:

to appoint one auditor for one year (until the next ordinary shareholders general meeting) and appoint AS PricewaterhouseCoopers as such auditor. To pay the auditor the fee for auditing the company’s economic activities during marketing year 2014 according to the future agreement between the company and AS Pricewaterhouse Coopers.

 

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 This email address is being protected from spambots. You need JavaScript enabled to view it.. 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 ofArco 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 21 May 2014 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 2 June 2013 at the latest. Shareholder requests and proposals have to be submitted by email to This email address is being protected from spambots. You need JavaScript enabled to view it. 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 29 May 2013 as at 23:59.

Registration of attendees begins on 5 June 2014 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. 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 This email address is being protected from spambots. You need JavaScript enabled to view it. on 4 June 2014 at the latest.

The notice of the annual general meeting including the exact time, location and agenda will be published in Postimeeson 14 May 2014.

 

Yours sincerely

Management Board of Arco Vara AS

+372 6144594

This email address is being protected from spambots. You need JavaScript enabled to view it.


The materials of Annual general meeting of Arco Vara


On 2 June 2014 Gamma Holding OÜ, the sole shareholder of which is Arvo Nõges who is the member of the Supervisory Board of Arco Vara AS, sold 470 080 shares of Arco Vara AS. As a result of the transaction Gamma Holding OÜ is no longer Arco Vara AS’s shareholder.

On 2 June 2014 Gamma Holding Investment OÜ, which is the subsidiary of Gamma Holding OÜ, acquired 470 080 shares of Arco Vara AS. As a result of the transaction the amount of voting shares of Arco Vara AS that Gamma Holding Investment OÜ now owns exceeds 5% marginal rate.

The Issuer is required to notify the stock exchange of changes in substantial ownership as per § 186 of the Securities Market Act.

 

Evelin Kanter
Lawyer
Arco Vara AS
Tel: +372 614 4594
This email address is being protected from spambots. You need JavaScript enabled to view it.
http://www.arcorealestate.com


The annual general meeting of shareholders of Arco Vara AS held on 5 June, 2014 adopted the following decisions:

1. To approve the year 2013 annual report of Arco Vara AS.

2. To allocate the net profit for the year ended on 31 December, 2013 of 3 427165 euros to retained earnings.

3. To appoint an auditor for one year (until the next annual general meeting of shareholders) and appoint AS PricewaterhouseCoopers as the auditor. To pay the auditor for auditing the 2014 annual report according to an agreement to be signed between Arco Vara AS and AS PricewaterhouseCoopers.

The general meeting did not adopt the decision to raise share capital.

 

The manager’s comment:

It is delightful that so many small shareholders participated and that for the decision were 2.5 million votes. It is a pity that two shareholders were against the decision – AS Baltplast with 900000 votes and Gamma Holding OÜ with 470000 votes, all together 1.37 million votes. 200000 votes were missing from the adoption of the decision. I thank all the shareholders who participated and I think that the activity that you showed was not meaningless. The small shareholders can influence the fate of the company. In order to create such an opportunity the management will soon convene a new extraordinary annual meeting where the 800000 votes that were missing today can also participate.

Regretful in this situation is that we have members in our Supervisory Board who can be at one time for a decision and at another time against the same decision. The draft of the decision that was introduced to the general meeting is literally the same that was approved by the Supervisory Board on 13 May, 2014. The approval was unanimously given by the members of the Supervisory Board Arvo Nõges, Hillar-Peeter Luitsalu, Rain Lõhmus, Allar Niinepuu and Aivar Pilv. Therefore it was possible to assume that the decision would be adopted at the general meeting with overwhelming support but unfortunately it did not go this way.

The management has developed concern over the fact if all the members of the Supervisory Board have loyalty towards the company on the first place or rather mercantile considerations. A member of the Supervisory Board should not use the priority status and power resulting from the possession of inside information to block the adoption of the decision by the general meeting that previously has been considered to be in the interest of the company.

Today the key of the development of the company lies clearly in the hands of the small shareholders and in the fact if they decide to move the weight of the scalepan or not.

 

Evelin Kanter
Lawyer
Arco Vara AS
Tel: +372 614 4594
This email address is being protected from spambots. You need JavaScript enabled to view it.
http://www.arcorealestate.com


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 This email address is being protected from spambots. You need JavaScript enabled to view it.. 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 ofArco 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 This email address is being protected from spambots. You need JavaScript enabled to view it. 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 This email address is being protected from spambots. You need JavaScript enabled to view it. 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 Postimeeson 12 June 2014.

 

Yours sincerely

Management Board of Arco Vara AS

+372 6144594

This email address is being protected from spambots. You need JavaScript enabled to view it.


On 16 June 2014 Gamma Holding Investment OÜ acquired all together  11456  shares of Arco Vara AS. As a result of several transactions the amount of voting shares of Arco Vara AS that Gamma Holding Investment OÜ now owns exceeds 10% marginal rate.

The Issuer is required to notify the stock exchange of changes in substantial ownership as per § 186 of the Securities Market Act.

 

Evelin Kanter

Lawyer
Arco Vara AS
Tel: +372 614 4594
This email address is being protected from spambots. You need JavaScript enabled to view it.
http://www.arcorealestate.com