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
20222.
Allocation of the net profit and payment of
dividends3.
Approval of the share option
program4.
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 2022
The CEO of Arco Vara made a brief overview of
the financial year 2022 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
2022.
Voting:
the proposal to approve the annual report of
Arco Vara As for 2022 was put to the vote.
Voting results:
In
favour:
7,543,221
votes 100.0000% of the
quorumAgainst:
0
votes 0.0000% of the
quorumAbstained:
0
votes 0.0000% of the quorumDid not
vote:
0
votes 0.0000% of the quorum
Resolution: To
approve the annual report of Arco Vara AS for 2022
Item No. 2 of the agenda: allocation of
profit and payment of dividend
Questions and answers:
The shareholders had no questions.
Draft resolution:
to allocate the net profit for the year ended on
31 December 2022 in the amount of EUR 695 thousand to retained
earnings.
To pay dividends to the shareholders 0.06 euros
per share. The dividend will be paid out in 4 instalments as
follows:
• 0.02
euros per share will be paid to the shareholders on 15 June 2023 by
transfer to the shareholder's bank account. The list of
shareholders entitled to respective dividends (record date) shall
be fixed on 8 June
2023;•
0.01 euros per share will be paid to the shareholders on 15
September 2023 by transfer to the shareholder's bank account. The
respective dividend record date is on 8 September
2023;•
0.02 euros per share will be paid to the shareholders on 15
December 2023 by transfer to the shareholder's bank account. The
respective dividend record date is on 8 December
2023;•
0.01 euros per share will be paid to the shareholders on 15 March
2024 by transfer to the shareholder's bank account. The respective
dividend record date is on 8 March 2024.
Voting:
a proposal on the allocation of the profit and
payment of dividend according to the draft resolution was put to
the vote.
Voting results:
In
favour:
7,543,221
votes 100.0000% of the
quorumAgainst:
0
votes 0.0000% of the
quorumAbstained:
0
votes 0.0000% of the quorumDid not
vote:
0
votes 0.0000% of the quorum
Resolution: to allocate the net profit for
the year ended on 31 December 2022 in the amount of EUR 695
thousand to retained earnings.
To pay dividends to the shareholders 0.06
euros per share. The dividend will be paid out in 4 instalments as
follows:
•
0.02 euros per share will be paid to the shareholders on 15 June
2023 by transfer to the shareholder's bank account. The list of
shareholders entitled to respective dividends (record date) shall
be fixed on 8 June
2023;•
0.01 euros per share will be paid to the shareholders on 15
September 2023 by transfer to the shareholder's bank account. The
respective dividend record date is on 8 September
2023;•
0.02 euros per share will be paid to the shareholders on 15
December 2023 by transfer to the shareholder's bank account. The
respective dividend record date is on 8 December
2023;•
0.01 euros per share will be paid to the shareholders on 15 March
2024 by transfer to the shareholder's bank account. The respective
dividend record date is on 8 March 2024.
Item No. 3 of the agenda: approval of the
share option program
Questions and answers:
The shareholders had no questions.
Draft resolution:
to approve the share option program in
accordance with the terms and conditions described in the materials
of the Annual General Meeting made available to the
shareholders.
Voting:
the proposal to approve the share option program
in accordance with the draft resolution was put to the vote.
Voting results:
In
favour:
7,543,220
votes 100.0000% of the
quorumAgainst:
0
votes 0.0000% of the
quorumAbstained:
1
votes 0.0000% of the quorumDid not
vote:
0
votes 0.0000% of the quorum
Resolution: to approve the share option
program in accordance with the terms and conditions described in
the materials of the Annual General Meeting made available to the
shareholders.
Item No. 4 of the agenda: approval of the
Arco Vara AS’ Management Board remuneration policy
Questions and answers:
The shareholders had no questions.
Draft resolution:
To approve the remuneration policy of the
Management Board of Arco Vara AS in accordance with the Management
Board’s remuneration policy included in the materials of the Annual
General Meeting and made available to the shareholders.
Voting:
the proposal to approve the Arco Vara AS’
Management Board remuneration policy was put to the vote.
Voting results
In
favour:
7,542,794
votes 99.9943% of the
quorumAgainst:
10
votes 0.0000% of the
quorumAbstained:
417
votes 0.0055% of the quorumDid not
vote:
0
votes 0.0000% of the quorum
Resolution: To approve the Arco Vara AS’
Management Board remuneration policy in accordance with the
Management Board’s remuneration policy included in the materials of
the General Meeting and made available to the shareholders.
No written dissenting opinions or proposals were
submitted at the General Meeting.
The list of participants to the General Meeting
and the proxies of the participants are attachedto these
minutes.
Dividend payment ex-date of Arco Vara
AS
Taking into account that the list of
shareholders who are entitled to dividends (record date) shall be
fixed on the following dates:
- 8 June 2023
- 8 September 2023
- 8 December 2023
- 8 March 2024.
Arco Vara AS hereby informs that the respective
dividend payment ex-dates are the following:
- 7 June 2023
- 7 September 2023
- 7 December 2023
- 7 March 2024.
Tiina MalmCFOArco Vara AS+372 6144
630tiina.malm@arcovara.com
Arco Vara As (LSE:0GZL)
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Arco Vara As (LSE:0GZL)
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