ARCO VARA AS - NASDAQ OMX Baltic

tenth of the share capital of the company make such a request to the management board, or if this is
clearly in the interests of the company. If the management board does not convene an extraordinary
general meeting within one month following the receipt of a request of one or more shareholders, the
supervisory council, the auditor, or the person or the persons who have submitted the respective
request are entitled to convene an extraordinary general meeting themselves. The articles of
association of the company may set forth additional cases in which the management board is required
to convene an extraordinary general meeting.
Notices to convene annual general meetings of shareholders must be given at least three weeks prior to
the meeting, and notices to convene extraordinary general meetings of shareholders must be given at
least one week prior to the meeting. Notices must be sent in such way that, under normal conditions of
delivery, they would reach the addressees within the term specified above. Notices to convene a
general meeting of shareholders must be sent to shareholders by registered mail to their registered
addresses (being the address of the shareholder entered in the shareholders’ register of the company as
maintained in the ECRS). If the company is aware or should be aware that the address of a shareholder
is different from the one entered in the share register, the notice must be sent also to such address.
Notices may be sent also by unregistered mail or fax provided that the letter or fax is accompanied by
a notice requesting the recipient to immediately return the confirmation of receipt to the management
board. However, if the company has more than 50 shareholders, notices need not be sent to
shareholders, but may be published in at least one national daily newspaper in Estonia.
The supervisory council of the company usually determines the agenda of the general meeting of
shareholders. If, however, the shareholders or the auditor convene a general meeting of shareholders,
they also determine the agenda of that meeting. The management board or one or more shareholders
whose shares represent at least one-tenth of the share capital of the company are entitled to request
that items be included on the agenda of a general meeting of shareholders. If, upon convening a
general meeting of shareholders, the requirements of law or the articles of association have been
breached, no decision may be adopted at the meeting unless all shareholders participate or are
represented at the meeting.
In order to have the right to attend and vote at a general meeting of shareholders, a shareholder must
be registered in the shareholders’ register on the cut-off date which is ten days before the meeting.
Voting rights may not be exercised by a shareholder whose shares are registered in the name of a
nominee unless the nominee account holder has given a power of attorney to the shareholder.
A general meeting of shareholders is capable of passing resolutions if more than one-half of the votes
represented by shares held by the shareholders are present at the meeting. If the meeting has no
quorum, the management board must call a new general meeting of shareholders for a date not later
than within three weeks but not earlier than seven days after the date of the original meeting. There are
no quorum requirements for the newly called general meeting.
Voting rights
The Company has one class of shares with a nominal value of EEK 10 each. Each share entitles the
holder to one vote. A shareholder may attend and vote at a general meeting of shareholders in person
or by proxy. At a general meeting of shareholders, resolutions generally require the approval of a
majority of the votes represented at the meeting. However, certain resolutions, such as amending the
Articles of Association, increasing or decreasing the share capital and, in certain cases, resolutions
relating to a merger, division, reorganisation or liquidation of the company, require a majority of twothirds
of the votes represented at the general meeting of shareholders.
Any issuance of new shares on terms other than in accordance with the existing shareholders’ preemptive
subscription rights requires a majority of at least three quarters of the votes represented at the
general meeting. Issuing a different class of shares requires amendment of the Articles of Association
by a two-thirds majority of votes represented at the general meeting.
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