Additional information regarding the share capital increase which was decided by the shareholders’ extraordinary general meeting
In connection with the share capital increase, Arco Vara AS (hereinafter: the “Company”) hereby informs about the following important terms, in addition to the ones in the decision adopted by the extraordinary general meeting:
· the issued shares shall grant the right to dividends the payment of which will be decided after the issuance of the new shares, incl. for the financial year of 2017;
· 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;
· in case the amount of shares subscribed for during the subscription period will exceed the volume of the planned share capital increase, the Supervisory 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 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;
· the issue is directed to the Company’s existing shareholders and will take place only in Estonia. The existing shareholders of the Company will have the preferential right to subscribe for the new shares. The list of shareholders eligible to use the preferential right to subscribe will be fixed on 15 January 2018 as at the end of the working day of Nasdaq CSD Estonian settlement system;
· The Company will issue 2,670,000 new common shares with nominal value of 0.7 EUR per share, i.e. in case all the offered shares will be subscribed for and issued by the Company, the Company will increase the share capital by 1 869 000 euros.
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The extraordinary general meeting of shareholders of Arco Vara AS held on 27 December 2017 adopted the following decisions:
· To increase Arco Vara AS’ (hereinafter: the “Company”) share capital as follows:
a) The Company will issue 2,670,000 new common shares with nominal value of 0.7 EUR per share.
b) Issuance price of one new common share will be 1.5 EUR, which consists of 0.7 EUR nominal value and 0.8 EUR premium.
c) The new share capital of the Company will be 6,423,908 EUR.
d) The subscription period for the new shares will commence on 29 December 2017 at 09:00 and terminate on 15 January 2018 at 16:00, but the Management Board may change, prolong or shorten the subscription period in accordance with the law.
e) The issue is directed to the Company’s existing shareholders and will take place only in Estonia. The existing shareholders of the Company will have the preferential right to subscribe for the new shares. The list of shareholders eligible to use the preferential right to subscribe will be fixed on the last day of the subscription period as at the end of the working day of Nasdaq CSD Estonian settlement system.
f) Payment for the shares shall be made by monetary contribution at the latest during 3 working days after the end of the subscription period, i.e. by 17 January 2018 at the latest; the Management Board may specify the deadline and the procedure of the payment.
g) In allocating new shares, the Management Board will honour the preferential subscription rights of the Company’s existing shareholders as derived from the law, and follow the principle of equal treatment of shareholders.
h) 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.
· To arrange the public offering of the aforementioned shares to be issued to the Company’s existing shareholders, and the listing of the new shares on Nasdaq Tallinn Stock Exchange’s Baltic Main List.
Evelin Kanter
Head of Legal Department
Arco Vara AS
Tel: +372 614 4594
evelin.kanter@arcovara.ee
http://www.arcorealestate.com
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