ARCO VARA AS - NASDAQ OMX Baltic

auditor's report. Such a request must be submitted to the company in writing at least five days before
the general meeting of shareholders.
THE TALLINN STOCK EXCHANGE AND THE ESTONIAN SECURITIES MARKET
Set out below is a summary of certain information concerning the Estonian regulated securities market
and certain provisions of Estonian law and Estonian securities market regulations in effect on the date
of this Offering Circular. The summary is based on Estonian laws and securities market regulations
and publicly available information on OMX AB group, the principal shareholder of the company
operating the Tallinn Stock Exchange, and on NOREX.
The Tallinn Stock Exchange
The Tallinn Stock Exchange is the only stock exchange operating in Estonia. It is operated by
AS Tallinna Börs, a public limited company whose principal shareholder is the Swedish company
OMX AB, through its Finnish subsidiary. OMX AB group companies also operate the Copenhagen
Stock Exchange, the Helsinki Stock Exchange, the Iceland Stock Exchange, the Stockholm Stock
Exchange, the Riga Stock Exchange and the Vilnius Stock Exchange. The Tallinn Stock Exchange is
also a member of NOREX, an alliance of Nordic and Baltic stock exchanges all using the SAXESS
trading system.
The activities of, and trading on, the Tallinn Stock Exchange are subject to two tiers of regulation.
Laws and government regulations comprise the basic regulatory framework, which is supplemented by
the Tallinn Stock Exchange Rules and Regulations. The principal laws governing the activities of, and
trading on, the Tallinn Stock Exchange are the Estonian Securities Market Act and the Estonian
Central Registry of Securities Act. The Tallinn Stock Exchange Rules and Regulations are established
by the operator of the Tallinn Stock Exchange (AS Tallinna Börs) to ensure the regular and lawful
operation of the stock exchange. The operator may unilaterally amend the Tallinn Stock Exchange
Rules and Regulations, though the EFSA must approve such amendments. The Tallinn Stock
Exchange Rules and Regulations are binding on the members of the Tallinn Stock Exchange and the
issuers whose securities are listed on the Tallinn Stock Exchange or admitted to trading on the
Secondary List which is a separate market regulated by the Tallinn Stock Exchange.
The Estonian Central Registry of Securities and registration of shares
The Estonian Central Registry of Securities (Eesti väärtpaberite keskregister, the ECRS) is a public
register established, among other matters, for the registration of shares and other securities stipulated
in the Estonian Central Registry of Securities Act and transactions executed with such securities
(including pledges). The ECRS is operated by the Estonian Central Securities Depository (AS Eesti
Väärtpaberikeskus, the “ECSD”). The ECSD is organized as a public limited company, and its shares
are fully owned by AS Tallinna Börs. The ECSD’s primary functions include clearing and settling
securities transactions, maintaining records of share ownership and pledges, and providing securitiesrelated
services to issuers and investors. The ECSD is the responsible body for the only securities
settlement system (SSS) in Estonia, which settles stock exhanges and over-the-counter trades. The
Estonian Central Bank acts as a settlement bank of the netted cash position of the participants in the
SSS.
All shares listed and traded on the Tallinn Stock Exchange must be registered in the ECRS or another
register of securities that is approved by the TSE. No share certificates are issued with respect to
shares registered in the ECRS. Shares are registered in the ECRS in book-entry form and are held in
dematerialized form in the respective shareholders’ electronic securities accounts opened in the ECRS.
Therefore, all transactions involving shares listed on the Tallinn Stock Exchange must be recorded on
the ECRS’ electronic database by account operators and are cleared and settled through the ECSD.
The rights attached to the shares belong to the persons who are registered as the shareholders in the
share register of the issuer maintained by the ECSD.
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