ARCO VARA AS - NASDAQ OMX Baltic

MANAGEMENT
Pursuant to the provisions of the Estonian Commercial Code and the Company’s Articles of
Association, the control and management of the Company is divided among the General Meeting of
Shareholders, the Supervisory Council and the Management Board. See “Estonian Securities Market –
Corporate Governance” for further information.
SUPERVISORY COUNCIL
The Supervisory Council is responsible for planning the business activities of the Company,
organizing the management of the Company and supervising the activities of the Management Board.
The Supervisory Council reports to the General Meeting of Shareholders. According to Company’s
Articles of Association, the Supervisory Council’s functions also include the following:
• approval of the Company’s business strategy and of any changes to such strategy;
• approval of the Company’s yearly budget;
• approval of principles of risk management;
• appointment and recalling of procurators of the Company; and
• deciding on the conclusion of and the terms of transactions and on the conduct of legal disputes
with members of the Management Board and appointment of the representative of the Company
for such purposes.
In addition, according to the Company’s Articles of Association, the Supervisory Council’s approval
is required for the following transactions:
• acquisition or disposal of holdings in other companies;
• establishment and winding up of subsidiaries; and
• material changes in the activities of the Company or involvement by the Company in any
business which is not related to the objectives of Company’s existing business.
According to the Company’s Articles of Association, the Supervisory Council consists of five to seven
members elected by the General Meeting of Shareholders for a term of five years. The members of the
Supervisory Council elect the chairman among themselves. The chairman is responsible for organizing
the activities of the Supervisory Council. The Supervisory Council is required to hold meetings at least
once every three months. The meeting of the Supervisory Council has a quorum when more than half
of members of the Supervisory Council are present. The resolutions of the Supervisory Council
adopted at the meeting require that more than half of the members present be in favour. The
resolutions of the Supervisory Council adopted without convening a meeting require that all members
of the Supervisory Council be in favour.
As of the date of this Offering Circular, the Supervisory Council of the Company is as follows:
Year of Member
Name birth since Position Current term expires
Arti Arakas 1968 1997 Chairman 2011
Hillar-Peeter Luitsalu 1959 2004 Member 2011
Richard Tomingas 1969 1997 Member 2011
Aare Tark 1959 2007 Member 2012
Kalev Tanner 1965 2007 Member 2012
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