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ARCO VARA AS - NASDAQ OMX Baltic

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connection with the offer of the Offer Shares has been approved by an authorized person for the<br />

purposes of section 21 of the FSMA and hence may not be passed on to any person in the United<br />

Kingdom unless that person is entitled to receive this document by virtue of him falling into one of the<br />

categories of exemptions under the Financial Services and Markets Act 2000 (Financial Promotion)<br />

Order 2005 or is a person to whom the document may otherwise lawfully be issued or passed on.<br />

Each prospective purchaser and subscriber of the Offer Shares must comply with all applicable laws<br />

and regulations in force in any jurisdiction in which it purchases, subscribes, offers or sells the Offer<br />

Shares or possesses or distributes this Offering Circular and must obtain any consent, approval or<br />

permission required by it for the purchase, offer or sale by it of the Offer Shares under the laws and<br />

regulations in force in any jurisdiction to which it is subject or in which it makes such purchases,<br />

subscriptions, offers or sales, and none of the Company and the Global Coordinator shall have any<br />

responsibility for these obligations.<br />

The contents of this Offering Circular are not to be construed as legal, business or tax advice. Each<br />

prospective investor should consult with its own legal adviser, business adviser or tax adviser as to<br />

legal, business and tax advice.<br />

IN CONNECTION WITH THE COMBINED OFFERING, THE GLOBAL COORDINATOR MAY<br />

EFFECT TRANSACTIONS INTENDED TO STABILIZE OR MAINTAIN THE MARKET PRICE<br />

OF THE OFFER SHARES AND/OR THE OTHER SHARES OF THE COMPANY AT A LEVEL<br />

WHICH MIGHT NOT OTHERWISE PREVAIL. SUCH ACTIVITY MAY BE CONDUCTED ON<br />

THE TALLINN STOCK EXCHANGE WITHIN 30 DAYS FROM THE COMMENCEMENT OF<br />

THE TRADING IN THE SHARES OF THE COMPANY ON THE TALLINN STOCK<br />

EXCHANGE. SUCH ACTIVITIES, IF ANY, MAY BE DISCONTINUED AT ANY TIME. IN<br />

CONNECTION WITH SUCH ACTIVITIES, THE GLOBAL COORDINATOR MAY PURCH<strong>AS</strong>E<br />

UP TO 5,700,000 SHARES. AFTER THE TIME RESERVED FOR THESE ACTIVITIES, THE<br />

GLOBAL COORDINATOR WILL PUBLISH INFORMATION ON WHETHER OR NOT<br />

STABILISATION W<strong>AS</strong> UNDERTAKEN, THE DATE AT WHICH THESE ACTIVITIES<br />

STARTED AND THE DATE AT WHICH THEY L<strong>AS</strong>T OCCURRED, AND THE PRICE RANGE<br />

WITHIN WHICH STABILISATION W<strong>AS</strong> CARRIED OUT, FOR EACH OF THE DATES DURING<br />

WHICH STABILISATION TRANSACTIONS WERE CARRIED OUT.<br />

AVAILABLE INFORMATION<br />

This Offering Circular has been published in an electronic form on the website of the EFSA<br />

(www.fi.ee) and on the website of the Latvian Financial and Capital Market Commission<br />

(www.fktk.lv). A paper copy of this Offering Circular can be obtained from larger branches of<br />

<strong>AS</strong> SEB Eesti Ühispank in Estonia and <strong>AS</strong> SEB Latvijas Unibanka in Latvia until the end of the offer<br />

period, i.e. until 4 p.m. on 14 June 2007.<br />

The Articles of Association of the Company, the annual reports of the Company for the financial years<br />

ended 31 December 2004, 2005 and 2006 and the unaudited consolidated condensed interim financial<br />

statements for the three month period ended 31 March 2007 are available at its head office located at<br />

Jõe 2b, 10151 Tallinn, Estonia and on the Company’s website (www.arcorealestate.com). Any<br />

interested party may obtain a copy of these items from the Company without charge. The annual<br />

reports of the Company have been prepared both in the Estonian language and in kroons, and in the<br />

English language and in euros. However, in case of any discrepancies between the Estonian and<br />

English language versions, the originals in Estonian shall prevail.<br />

References to the Company’s website in this Offering Circular should not be deemed to incorporate<br />

the information on the Company’s website by reference.<br />

The Company is not required to file periodic reports under Sections 13 or 15(d) of the United States<br />

Securities Exchange Act of 1934, as amended (the “Exchange Act”). In the event the Company is<br />

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