Shareholder agreements


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
egert.paulberg@arcovara.ee