ARCO VARA AS

MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

The Annual General Meeting of Arco Vara AS (registry code 10261718; registered office at Rotermanni 10, 10111 Tallinn) was held on 17 May 2022 in Metropol Spa Hotel (Roseni 9, Tallinn) in conference room No 1.

The General Meeting commenced at 10:00 a.m. and closed at 10:26 a.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, twelve (12) shareholders registered for the General Meeting and three (3) shareholders submitted a voting instruction before the General Meeting in accordance with § 2982 (1) of the Commercial Code, therefore a total of seven million four hundred and thirty-one thousand, four hundred and fifty-nine (7,431,459) votes were represented, which forms a total of seventy one point fifty four percent (71.54%) 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 Evelin Kanter (personal identification code 48710280329) 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 20 April 2022 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 2021 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 2021
  2. Allocation of the net profit and payment of dividends
  3. Approval of the share option program
  4. Election of auditor
  5. Approval of the Arco Vara AS’ Management Board remuneration policy

No amendments were proposed to the agenda of the General Meeting and the agenda was deemed approved.

Item No. 1 of the agenda: approval of the annual report for 2021

The CEO of Arco Vara made a brief overview of the financial year 2021 and of the goals for the coming years.

Questions and answers:

The shareholders had no questions.

Draft resolution:

to approve the annual report of Arco Vara AS for 2021.



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