Arco Vara
Notice to convene annual general meeting

Annual General Meeting of Arco Vara AS

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 2^nd floor on 30 April 2020 at 10.00 am.

The agenda of the annual general meeting:

1. Approval of the annual report for 2019

The Supervisory Board proposes to the shareholders:

To approve the annual report of Arco Vara AS for 2019.

2. 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 2019 in the amount of 388 thousand EUR to retained earnings;
• to pay dividends to the shareholders 0.04 euros per share. The list of shareholders entitled to dividends shall be fixed on 15 May 2020, as at the end of the working day of Nasdaq CSD Estonian Settlement System. The dividends shall be paid to the shareholders by transfer to the bank account of the shareholders on 22 May 2020.

3. Recall of the Supervisory Board

The shareholder proposes:

To recall all members of the Supervisory Board, i.e. Rain Lõhmus, Steven Yaroslav Gorelik, Hillar-Peeter Luitsalu, Allar Niinepuu, Kert Keskpaik.

4. Election of members of Supervisory Board

The shareholders propose to appoint a Supervisory Board that consists of six members and to elect the following persons to Supervisory Board:

1.  Steven Jaroslav Gorelik
2.  Kert Keskpaik
3.  Hillar-Peeter Luitsalu
4.  Allar Niinepuu
5.  Rait Riim
6.  Tarmo Sild

5. Appointment of Auditor

The Supervisory Board proposes to the shareholders:

To appoint an auditor for two years and appoint KPMG Baltics OÜ as the auditor. To pay the auditor for auditing the annual report of Arco Vara AS for 2020 and 2021 according to the agreement concluded between Arco Vara AS and KPMG Baltics OÜ.

6. Changing the bylaws

The Supervisory Board proposes to the shareholders:

To add clause 3.11 to the bylaws and establish it in the following wording:

3.11.    Shareholders may participate in the general meeting and exercise their rights using electronic means without physically attending the general meeting and without appointing a representative. The procedure of the participation and electronic voting shall be determined by the Management Board in accordance with the applicable rules and regulations in force.

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 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 15 April 2020 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 27 April 2020 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 23 April 2020 as at the end of the working day of Nasdaq CSD Estonian settlement system.

Due to the state of emergency that has been declared in the Republic of Estonia and the measures that have been implemented in order to guarantee the wellfare of Estonian nation, Arco Vara AS hereby requests that shareholdes use this time the opportunity to participate in the general meeting by proxy. You may issue to Evelin Kanter, the Chief Legal Officer of Arco Vara AS a proxy with specific instructions for voting on your behalf for every 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 phisycally attend the general meeting, we ask you to inform us about your wish at the latest on 28 April 2020 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 28 April 2020 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 30 April 2020 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.

The notice of the annual general meeting will be published in Eesti Päevaleht on 8 April 2020.

Yours sincerely,

Management Board of Arco Vara AS
+372 6144 630
info@arcovara.ee