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2013


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 Tallinn meeting room of Hotel Euroopa, Paadi 5, Tallinn on 18 June 2013 at 11:00 am (EET).

The agenda of the annual general meeting:

  1. Approval of the annual report for 2012

The supervisory board proposes to the shareholders:

  • to approve the annual report for 2012;
  • to transfer the net loss for the year ended on 31 December 2012 of 18,034,755 euros to retained earnings.
  1. Issuance of convertible bonds

The supervisory board proposes to the shareholders:

  • to increase the share capital of Arco Vara AS conditionally by issuing one convertible bond with the nominal value of 1,000 euros in accordance with the attached conditions of the convertible bond;
  • the convertible bond will give its owner the right to subscribe up to 390,000 shares of Arco Vara AS for 0.7 euro per share starting from 1 January 2016 until 31 December 2016;
  • in case of subscription the Management Board of Arco Vara may increase the share capital up to 273,000 euros, i.e by 390,000 shares. The maximum size of the new share capital may be 3,592,194.90 euros;
  • the existing shareholders will give up the right of privileged subscription of the convertible bond as well as the right of privileged subscription of the shares issued after the exchange of the convertible bond.

(extract from the decision of 16 October 2012 of the Supervisory Board)

  1. The new principles of rewarding the Supervisory Board of Arco Vara AS

The supervisory board proposes to the shareholders:

  • to pay the members of the Supervisory Board 500 euros (net amount) for every participated meeting but not more that 1,000 euros (net amount) per month;
  • to make the payment of the reward dependent on the signing of the minutes of the meetings of the Supervisory Board;
  • not to compensate the travel and living expenses of the members of the Supervisory Board.

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 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 3 June 2013 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 15 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 11 June 2013 as at 23:59.

Registration of attendees begins on 18 June 2013 at 10:45 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 15 June 2013 at the latest.

The notice of the annual general meeting including the exact time, location and agenda will be published in Postimees on 25 May 2013.

Yours sincerely
Management Board of Arco Vara AS

Additional information you will find here


Dear shareholder of Arco Vara AS

The annual general meeting of Arco Vara AS (registry number 10261718; registered office at Jõe 2B, Tallinn) (hereinafter the “AGM”) will be held in the Tallinn meeting room of Hotel Euroopa, Paadi 5, Tallinn on 18 June 2013 at 11.00 am.

The member of the Management Board of Arco Vara AS (hereinafter the “Manager”) would like to include the following additional item on the agenda of the AGM based on § 293 (2) of the Commercial Code:

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.

Questions concerning the items on the agenda can be asked by an email to This email address is being protected from spambots. You need JavaScript enabled to view it.

The questions and answers will be posted on the website of Arco Vara AS.

Yours sincerely

Management Board of Arco Vara AS

Additional information.


The second auction of the properties of Tivoli Arendus OÜ took place on 10 June 2013. International Invest Project OÜ acquired properties of the Tivoli Arendus with initial price of 7.8 mln euros. With the sale of properties Tivoli Arendus satisfied claims of Kylemore International Invest Corp (hereinafter „Kylemore“).

With the transaction, claim of Arco Investeeringute AS against Tivoli Arendus was waived (Arco Vara has written down the claim in full already) and Arco Vara’s surety guarantee to secure Tivoli Arendus loans was terminated. The termination of surety guarantee has significant influence on group’s second quarter interim report. Arco Vara can reverse the 1 million euro provision that was created earlier for covering the surety guarantee. Arco Vara gains extraordinary income in the same amount.

The shareholders of Tivoli Arendus are in equal proportions Arco Investeeringute AS and International Invest Project OÜ.

Commentary of Tarmo Sild, the CEO of Arco Vara AS:

“I am pleased to report that despite of the fact that selling price was lower than Kylemore’s claim against Tivoli Arendus we succeeded to find a compromise with the creditor whereby Arco Vara’s surety guarantee to secure Tivoli Arendus loans became terminated and Arco Vara will have no further obligations in relation with Tivoli Arendus.

At a webinar held on 31 January 2013, we informed the public that the group has three major problems that need to be resolved. Today we have managed to stabilize two problems of three - the situation in Bulgaria (see also the stock exchange announcement at http://bit.ly/10UwSKP) and the situation at Tivoli Arendus. However, we continue active efforts to find a solution for the third problem – the property at Ahtri 3.

As of today, rather than solving above-mentioned problems from the past, it has become a priority to restart development activity in Estonia and Bulgaria. Construction in Latvia, Bišumuiža-1 has already restarted. Arco Vara has to start making cash by production and sale of its products.”

Egert Paulberg
Financial Controller
Arco Vara AS
Tel: +372 614 4503
This email address is being protected from spambots. You need JavaScript enabled to view it.


Yesterday Arco Vara’s 100% subsidiary Kolde AS sold last apartment in development project Kodukolde. With the last sale, the whole Kodukolde project has become completed. During 2005-2012 Arco Vara developed in Kodukolde project 12 apartment blocks with a total of 346 apartments (around 21.000 sqm) in Helme Street. Construction of last 2 blocks was finished in spring 2012.

At the same day, 10 June 2013, Kolde AS acquired land plot with size of 28 498 sqm in Paldiski road 70c, Tallinn. Land plot was acquired via a complex transaction from persons related to, or previously related to Arco Vara: the companies of Richard Tomingas, Hillar-Peeter Luitsalu and Arti Arakas. The first preliminary agreement to acquire the land plot was signed with one of the previous co-owners already in 2010. The transaction price is not disclosed.

The land plot location data is available here: http://www.arcorealestate.com/?content=589

Arco Vara is planning to develop apartment blocks onto the land plot, taking advantage of the location. The product in development is by parameters similar to the completed Kodukolde apartments, with added small improvements by Arco Vara. Construction is planned to commence in 2015 after the detail planning enters into force. According to the master plan the land is designated for the residential buildings.

With the acquisition group’s interest bearing liabilities will increase by 0.7 mln euros and assets by 0.8 mln euros. The transaction has no significant impact on the group’s financial performance.

Commentary of Tarmo Sild, the CEO of Arco Vara AS:
“Acquisition of Paldiski 70c land plot is a part of group’s long term strategy. We must fully utilize the knowhow and experience that we have got during development and sales of similar products in the past and offer to the market next generation products with small intended improvements, to the benefit of consumers, Arco Vara and the whole Tallinn urban environment. Speaking of Estonia and Tallinn in particular, the Kodukolde project which became sold out yesterday is a first generation product. Paldiski 70c is a next step and continuation of successful Kodukolde project in Merimetsa district.”

Egert Paulberg
Financial Controller
Arco Vara AS
Tel: +372 614 4503
This email address is being protected from spambots. You need JavaScript enabled to view it.



As required by § 185 (1) and (2) of the Securities Market Act:

1)on 10 June 2013, OÜ Toletum (registry code 11011219) has informed Arco Vara that it has decreased its shareholding in Arco Vara AS to 0%. After the transactions carried out on 10 June 2013, OÜ Toletum has no shares of Arco Vara AS;

2)on 10 June 2013, OÜ HM Investeeringud (registry code 10963165) has informed Arco Vara that it has decreased its shareholding in Arco Vara AS to 9.49%. After the transactions carried out on 10 June 2013, OÜ HM Investeeringud controls 450,000 shares of Arco Vara AS;

3)on 10 June 2013, Alarmo Kapital OÜ (registry code 11716173) has informed Arco Vara that it has acquired 6.53% shareholding in Arco Vara AS. After the transactions carried out on 10 June 2013, Alarmo Kapital OÜ controls 309,542 shares of Arco Vara AS;

4)on 10 June 2013, Lõhmus Holdings AS (registry code 10396826) has informed Arco Vara that it has acquired 5.27% shareholding in Arco Vara AS. After the transactions carried out on 10 June 2013, Lõhmus Holdings AS controls 250,000 shares of Arco Vara AS;

In addition:

1)on 10 June 2013, funds controlled by AS LHV Varahaldus (registry code 10572453) have increased their shareholding in Arco Vara AS to 9.18%. After the transactions carried out on 10 June 2013, the funds controlled by AS LHV Varahaldus control 435 145 shares of Arco Vara AS.

2)on 10 June 2013, Gamma Holdings OÜ (registry code 10583468) has increased its shareholding in Arco Vara AS to 9.91%. After the transactions carried out on 10 June 2013, Gamma Holdings OÜ controls 470,105 shares of Arco Vara AS.


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

Egert Paulberg
Financial Controller
Arco Vara AS
Phone: +372 614 4503
This email address is being protected from spambots. You need JavaScript enabled to view it.
http://www.arcorealestate.com


On June 10 2013, AS Toletum, a company belonging to Richard Tomingas sold completely its shareholding in Arco Vara. “It is true that my business interests have recently become more concentrated on business areas that are not related to Arco Vara. These interests require resources and attention, which I found hard to share. Therefore I decided to sell my stake. As the first half of 2013 has demonstrated, there is a demand for my shares.”

The Supervisory Board of Arco Vara AS decided at its meeting on 10 June 2013 that Hillar-Peeter Luitsalu, the current Member of the Supervisory Board, will be the new Chairman of the Supervisory Board starting from 11.06.2013.

„In spring 2012, I started changes in the Supervisory Board of Arco Vara aimed at creating better preconditions to bring the company out of a difficult economic situation. The change has started to bear its fruits, and in order to continue with these developments, it is the right time for me as the Chairman to pass the baton on. The Chairman's position will be taken over by Hillar-Peeter Luitsalu, my longtime colleague and team member,“ Richard Tomingas commented on the election of a new Chairman of the Supervisory Board.

Hillar-Peeter Luitsalu (born 1959) joined Arco Vara in 1993 and since then has been member of management bodies of various Group companies. Amongst others, he had crucial role in bringing in the Veskimöldre and Merivälja project developments. Mr Luitsalu has graduated from the University of Tartu with a degree in law.

Egert Paulberg
Financial Controller
Arco Vara AS
Tel: +372 614 4503
This email address is being protected from spambots. You need JavaScript enabled to view it.