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2013


A member of the supervisory board of Arco Vara AS, Richard Tomingas, has submitted an application for stepping down from the supervisory board.

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.
http://www.arcorealestate.com


Annual general meeting of Arco Vara AS was supposed to take place 18 June 2013. 49,34% of votes were registered to the annual meeting, but according to Commercial Code § 297 subsection 1 over 50% of the shares should have been represented. Therefore due to the absence of required quorum the general meeting was unable to adopt resolutions.

According to the Commercial Code § 297 subsection 2, the management of Arco Vara AS calls a new annual general meeting.

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 Lääne-Euroopa meeting room of Hotel Euroopa, Paadi 5, Tallinn on 1 July 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.

2.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)

3.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.

4.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. To pay the auditor the fee for auditing the company’s economic activities during marketing year 2013 according to the future agreement between the company and AS Pricewaterhouse Coopers.

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 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 29 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 24 June 2013 as at 23:59.

Registration of attendees begins on 1 July 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 29 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 20 June 2013.

Yours sincerely
Management Board of Arco Vara AS

Additional information you will find here



According to section 7.8. of the Tallinn Stock Exchange Requirements for Issuers, Arco Vara is required to ensure that shareholders holding more than 5% of the votes represented by the shares in Arco Vara disclose information on all significant provisions of all agreements made with other shareholders or third parties which are aimed at restricting the free transferability of the shares or which may have a significant effect on the price of the shares.

In line with this requirement, Arco Vara is disclosing the following information received from shareholders whose interest in Arco Vara exceeds 5%:

AS Lõhmus Holdings and OÜ Gamma Holding have entered into a pre-emption agreement by which they have mutual pre-emptive rights, i.e. the rights of first refusal to purchasing the Arco Vara shares held by them as at 10 June 2013. The party interested in transferring the shares has to notify the other party of its intention to transfer the shares and the transfer price. The other party may acquire the shares under the terms notified to it and it has 5 days to let the first party know of its intention to acquire the shares. The pre-emption agreement will remain in force until 30 June 2016 or until the share price rises above the level agreed between the parties.

OÜ Alarmo Kapital and OÜ HM Investeeringud have entered into a pre-emption agreement by which Alarmo Kapital has the pre-emptive right, i.e. the right of first refusal to purchasing the Arco Vara shares held by HM Investeeringud. The right can be exercised until 30 June 2016. HM Investeeringud has to notify Alarmo Kapital of the intention to transfer the shares and the transfer price. Alarmo Kapital may acquire the shares under the terms notified to it and it has up to one week to let HM Investeeringud know of its intention to acquire the shares. The agreement also provides Alarmo Kapital with the option to purchase the Arco Vara shares held by HM Investeeringud at an agreed price. Alarmo Kapital may realise the purchase option under certain conditions until 31 March 2014. According to the agreement, until 30 June 2016 HM Investeeringud has to vote at general meetings of Arco Vara similarly to Alarmo Kapital.

 

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.



In our announcement on 18 June 2013 we informed that the notice of Annual General Meeting of Arco Vara will be released in newspaper Postimeeson 20 June 2013. Due to technical difficulties the notice was released on 21 June 2013.

 

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.


The following decisions were passed at the annual general meeting of shareholders of Arco Vara AS on 1 July 2013:

1.To approve the year 2012 annual report of Arco Vara AS.

2.To cover the net loss for the year ended on 31 December, 2012 of 18,034,755 euros to retained earnings.

3.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.

4.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.

5.To appoint an auditor for one year (until the next annual general meeting of shareholders) and appoint AS PricewaterhouseCoopers such auditor. To pay the auditor for auditing the 2013 annual report according to an agreement to be signed between Arco Vara AS and AS PricewaterhouseCoopers.


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.
http://www.arcorealestate.com/


NOTICE OF THE EXTRAORDINARY GENERAL MEETING, ITS AGENDA AND PROPOSED RESOLUTIONS

Dear shareholder of Arco Vara AS

Notice is hereby given that the extraordinary general meeting of Arco Vara AS (registry number 10261718; registered office at Jõe 2B, Tallinn) will be held in the Lääne-Euroopa meeting room of Hotel Euroopa, Paadi 5, Tallinn on 5 August 2013 at 11.00 am.

The agenda of the extraordinary general meeting:

  1. Election of a member of the supervisory board

The management board proposes to the shareholders to elect Allar Niinepuu as member of the supervisory board of Arco Vara AS. The new member will assume their powers as of the adoption of the resolution of the general meeting.

The materials of the extraordinary 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 item 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 21 July 2013 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 2 August 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 7 days before the general meeting, i.e. on 29 July 2013 as at 23:59.

Registration of attendees begins on 5 August 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 2 August 2013 at the latest.

The notice of the annual general meeting including the exact time, location and agenda will be published in Postimees on 11 July 2013.

Yours sincerely
Management Board of Arco Vara AS

Additional information and materials you'll find here.