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:
- 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.
- 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.
- 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.
- 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 info@arcovara.com. 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 info@arcovara.com 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 info@arcovara.com. In case you are not able to sign digitally, please send us the scanned proxy to info@arcovara.com 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