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ARCO VARA AS - NASDAQ OMX Baltic

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the Group nor does it consider it likely that third parties would confuse Arco Color <strong>AS</strong> with the Group<br />

or its businesses.<br />

Arti Arakas and Richard Tomingas, the shareholders of Osaühing Toletum, also control Arco<br />

Kinnisvarahoolduse <strong>AS</strong>, a company involved in the real estate business, but the shareholders of this<br />

company have undertaken to delete the word "Arco" from its corporate name before the Combined<br />

Offering is completed.<br />

ORGANISATIONAL STRUCTURE<br />

The Group has been organised into three principal divisions: services, development and construction.<br />

Each of Arco Real Estate, Arco Investeeringud and Arco Ehitus, all wholly-owned direct subsidiaries<br />

of the Company, is the parent company of its division. In the course of restructuring started in 2007<br />

most of the subsidiaries and joint ventures in each division have been transferred under the direct or<br />

indirect ownership of the respective divisional parent company.<br />

Tallinna Linnaehituse <strong>AS</strong> is a direct subsidiary of the Company in order to avoid potential conflicts of<br />

interest between Arco Ehitus and Tallinna Linnaehituse <strong>AS</strong> in situations where the latter performs<br />

construction supervision over Arco Ehitus. Management proposes that OÜ Floriston Grupp and Arco<br />

Invest UAB will be reorganised under the parent company Arco Investeeringud and Arco Ukraina<br />

Valduste OÜ will be reorganised under the parent company Arco Real Estate. The shareholders of the<br />

following Group companies have decided that Zeus Haldus OÜ and Osaühing Metro Kinnisvara will<br />

be merged into Arco Investeeringud and that Pärnu Elumaja OÜ will be merged into Pärnu Ärihoone<br />

OÜ. The shareholders of Arco Maadehalduse OÜ and Arco Vara Puukool OÜ have decided that these<br />

companies will be merged. Management proposes that Arco Vara Puukool OÜ, as the surviving<br />

company, will be reorganised under the parent company Arco Investeeringud. Management expects<br />

that such restructuring procedures will be completed later in 2007. Management proposes that Arco<br />

Kinnisvarahoolduse <strong>AS</strong> will be liquidated later in 2007.<br />

The chart below illustrates the organisational structure of the Group as at the date of this Offering<br />

Circular. See “Company, Share Capital and Ownership Structure – Subsidiaries, Joint Ventures and<br />

Associated Companies” for more detailed information about the Group.<br />

115

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