Decisions of the Annual General Meeting of shareholders of Arco Vara AS

The Annual General Meeting of Arco Vara AS (registry code 10261718; registered office at Rotermanni 10, 10111 Tallinn) was held on 17 May 2023 in Tallinn at F-Hoone Must Saal (Telliskivi 60a/4).

The General Meeting commenced at 5:00 p.m. and closed at 5:30 p.m.

The share capital of Arco Vara AS is seven million two hundred seventy-one thousand eight hundred and fifty-six point ninety euros (EUR 7,271,856.90), divided into ordinary shares with a nominal value of zero point seventy (0.70) euros, each of which carries one (1) vote at the General Meeting. At the end of the business day of 10 May 2022 of the Nasdaq CSD SE Estonian settlement system, Arco Vara AS had a total of ten million three hundred and eighty-eight thousand three hundred and sixty-seven (10,388,367) share-based votes.

According to the list of participants in the General Meeting, annexed to these minutes, twenty seven (27) shareholders registered for the General Meeting, a total of seven million five hundred and forty-three thousand, two hundred and twenty one (7,543,221) votes were represented, which forms a total of seventy two point sixty one percent (72.61%) of all votes. The quorum requirement provided for in § 297 (1) of the Commercial Code was met and the General Meeting had a quorum.

Miko-Ove Niinemäe (personal identification code 39303314722) was elected as the chairperson of the General Meeting and Tiina Malm (personal identification code 48107160214) was elected as the minute-taker.

The chairperson of the General Meeting gave an overview of the publication of materials related to the agenda. The following materials were available to the shareholders as of 24 April 2023 at the location of Arco Vara AS and via the website of Arco Vara AS: (i) draft resolutions of the General Meeting, (ii) documents related to the items of the agenda including the annual report for 2022 and the terms and conditions of the share option program.

The chairperson of the General Meeting also gave an overview of the rules of procedure of the General Meeting.

The agenda of the General Meeting included the following:

1.         Approval of the annual report for 2022
2.         Allocation of the net profit and payment of dividends
3.         Approval of the share option program
4.         Approval of the Arco Vara AS’ Management Board remuneration policy