ARCO VARA AS - NASDAQ OMX Baltic

CHANGES IN THE SHARE CAPITAL
Since the registration of the Company in the Commercial Register on 12 September 1997, the amount
of the share capital has changed as follows:
Change in share capital
(EEK)
173
New share capital
(EEK)
Registered in
Commercial Register
Registration of Company in Commercial
Register
100,000 12 September 1997
Share capital increase (new issue) + 300,000 400,000 20 May 1999
Share capital increase (new issue) + 607,000 1,007,000 1 September 1999
Share capital increase (new issue) + 2,034,000 3,041,000 30 December 1999
Share capital increase (new issue) + 1,159,000 4,200,000 27 November 2002
Share capital increase (bonus issue) + 268,354,680 272,554,680 16 August 2005
Share capital increase (new issue) + 31,975,690 304,530,370 19 December 2005
Share capital increase (bonus issue) +373,311,130 677,841,500 4 May 2007
On 27 July 2005, the General Meeting of Shareholders decided to execute a share split by reducing the
nominal value of the shares of the Company from EEK 500 to EEK 10 and converting each share of
the Company into 50 shares. In conjunction with the share split the General Meeting of Shareholders
also decided to increase the share capital from EEK 4,200,000 to EEK 272,554,680 by means of
a bonus issue. The increase of share capital was registered in the Commercial Register on 16 August
2005.
On 18 November 2005, the General Meeting of Shareholders decided to increase the share capital of
the Company from EEK 272,554,680 to EEK 304,530,370 by issuing 3,197,569 new Shares with
a nominal value of EEK 10 each. The Share issue was executed as a private placement directed to
AS Hansapank. The Shares were issued at a premium with the total issue price of the Shares being
EEK 156,466,400, which was fully paid by AS Hansapank in cash. The increase of share capital was
registered in the Commercial Register on 19 December 2005.
On 26 April 2007, the General Meeting of Shareholders decided to increase the share capital of the
Company from EEK 304,530,370 to EEK 677,841,500 by issuing 37,331,113 new Shares with
a nominal value of EEK 10 each by means of a bonus issue. The new Shares were issued against
reduction in the share premium in the amount of EEK 123,082,516 and retained earnings in the
amount of EEK 250,228,614. The increase of share capital was registered in the Commercial Register
on 4 May 2007.
ISSUE OF NEW OFFER SHARES AND DILUTION
In connection with the Combined Offering the Company will issue 27,500,000 new Offer Shares.
The Company reserves an option to increase the number of new Offer Shares to be offered in the
Combined Offering by up to 8,000,000 Offer Shares prior to the determination of the Offer Price.
The General Meeting of Shareholders is expected to approve the issue of new Offer Shares on or about
14 June 2007. The Management Board will propose that the General Meeting of Shareholders waive
the pre-emptive right of shareholders to subscribe for the new Offer Shares in connection with the
Combined Offering in order to widen the shareholder base of the Company. The decisions of the
General Meeting of Shareholders will be published through the Tallinn Stock Exchange on or about
15 June 2007.
The Offer Shares represent approximately 70.59 per cent of the Company’s share capital immediately
prior to the Combined Offering and approximately 46.33 per cent of the Company’s share capital
following the completion of the Combined Offering assuming that the Upsizing Option and the Over-
Allotment Option are exercised in full.