Adoption of resolutions of shareholders without calling a general meeting
This draft resolution of the shareholders of Arco Vara AS (registry code 10261718, hereinafter the Company) was sent to the shareholders of the Company on 26 August 2021 for the purpose of adopting the following resolution of the shareholders of the Company without calling a general meeting in accordance with § 2991 of the Commercial Code:
- Extension of the public offering period of the Company’s shares and consequent amendment of the resolution of the general meeting adopted on 12 August 2021
The draft resolution:
The shareholders of the Company have decided to extend the public offering period (offer period) of the new shares of the Company and in connection with this it was decided to amend clause c) of the resolution adopted at the extraordinary general meeting of shareholders on 12 August 2021 and confirm it in the following wording:
“c) The subscription and payment for the new shares will take place between 20 September 2021 at 10:00 and 15 October 2021 at 16:00 in accordance with the procedure specified in the offer document, which will be published before the start of the offer period.”
The other clauses of the resolution adopted at the extraordinary general meeting of shareholders held on 12 August 2021 will not be changed and they will remain valid as adopted and unchanged by the general meeting.
The draft resolution and other information subject to disclosure pursuant to law are published on the Company’s website at www.arcovara.com. The website of the Company also has an overview of the documents that are necessary for forming opinions on the draft resolution.
Voting procedure and instructions
The list of shareholders entitled to vote is fixed seven days before the end of the vote, i.e. 3 September 2021 as of the end of the business day of the Nasdaq CSD Estonian settlement system. Shareholders may vote on the draft resolution only by electronic means or by submitting a paper voting ballot as follows:
- voting will be open from 27 August 2021 at 10:00 until 10 September 2021 at 10:00 (GMT +3);
- please vote using the voting ballot attached to this draft resolution;
- for electronic voting, the shareholder or its representative fills in the voting ballot in accordance with the instructions therein, digitally signs it (using an ID card, digital ID or Mobile-ID) and sends the digitally signed voting ballot to firstname.lastname@example.org by the date specified in section (i) above;
- for paper voting, the shareholder or its legal or authorised representative shall fill in the voting ballot in accordance with the instructions therein, sign it on paper and send the scanned voting ballot to email@example.com and the original ballot paper together with a scanned copy of the personal information page of its ID to Maakri 30, 11 floor, Tallinn, so that it will arrive no later than by 10 September 2021 at 10:00 (GMT +3);
- if the ballot paper is filled in by a shareholder’s authorised representative, in addition to the voting ballot, the original of the relevant power of attorney (in electronic or paper form) must be delivered by the time and form specified in section (iv) above. The form of the power of attorney is attached to this draft resolution;
- if the ballot is filled in by a foreign legal entity, in addition to the voting ballot (and power of attorney, if applicable), a printout of the registration card of the relevant foreign legal entity showing the persons with right to represent the foreign legal entity must be delivered in the form and by the time specified in section (iv) above.
Pursuant to § 2991 (2) of the Commercial Code, if a shareholder does not state within the specified term whether he or she is for or against the resolution, he or she shall be deemed to vote against the resolution.
The management board shall publish the voting results on 10 September 2021 as a stock exchange announcement, the management board shall prepare a voting record about the voting results in accordance with the requirements of § 2991 (4) of the Commercial Code. Seven days after the deadline for shareholders to submit, the adopted resolutions are available on the website of the Company.
The draft resolution will also be published in the newspaper Postimees on 27 August 2021.
The following annexes are attached to this draft resolution:
Annex 1 – voting ballot
Annex 2 – power of attorney form for a natural person
Annex 3 – power of attorney form for a legal entity
For more information, please contact:
Management board member