ARCO VARA AS - NASDAQ OMX Baltic

Priit Hainoja 15,500
Total 1,550,000
The offer price in the Management Incentive Offering will be equal to the Offer Price. The payment of
the Offer Price will be deferred and will become payable on the third anniversary of the completion of
the Combined Offering. Interest will accrue on the deferred Offer Price at the rate of 6 per cent per
annum. Interest is payable together with the Offer Price. The Key Manager and the Selling
Shareholder may agree on the extension of the term of payment.
Each Key Manager, who acquires Shares in the Management Incentive Offering, will be bound by the
following terms and conditions:
• The Key Manager is not allowed to sell or otherwise transfer the Shares acquired in the
Management Incentive Offering prior to the third anniversary of the completion of the
Combined Offering. If his/her employment or service relationship with the Group or relevant
Joint Venture terminates prior to such term, the Selling Shareholder has a call option to
repurchase the Shares sold to the Key Manager in the Management Incentive Offering at the
Offer Price less the interest accrued on the Offer Price at the rate of 6 per cent per annum.
• After the end of the lock-up period, the Key Manager has the put option to sell the Shares
acquired in the Management Incentive Offering to the relevant Selling Shareholder at the
Offer Price plus the interest accrued on the Offer Price at the rate of 6 per cent per annum.
• Until the full payment of the Offer Price and interest, the Shares acquired by the Key
Manager will be pledged for the benefit of the relevant Selling Shareholder in order to secure
the obligations of the Key Manager under the terms of the Management Incentive Offering.
In order to acquire the Shares in the Management Incentive Offering, the Key Manager must enter into
respective share purchase agreement and share pledge agreement with the relevant Selling Shareholder
during the Offer Period.
To the extent the Key Managers do not wish to purchase the Shares offered to them in the
Management Incentive Offering, the unsold Shares may be allocated to other investors participating in
the Combined Offering at the discretion of the Selling Shareholders, acting in consultation with the
Global Coordinator.
The Offer Shares sold to the Key Managers in the Management Incentive Offering will be transferred
to their securities accounts on or about 20 June 2007. In no event will the date of settlement be later
than 27 June 2007.
The Selling Shareholders have the right to cancel the Management Incentive Offering together with
the cancellation of the Combined Offering. See – “Cancellation Combined Offering”.
The Key Managers in Estonia and Latvia are also entitled to participate in the Retail Offering in
accordance with its terms and conditions.
SETTLEMENT AND TRADING
The Offer Shares allocated to the investors in the Retail Offering will be transferred to their securities
accounts on or about 20 June 2007 simultaneously with the transfer of payment for such Offer Shares.
In no event will the date of settlement be later than 27 June 2007.
In the event that an investor has submitted more than one Purchase Order through more than one
securities account, the Offer Shares allocated to such investor will be transferred to his securities
accounts proportionally. The number of Offer Shares to be transferred to each securities account may
be rounded up or down, as necessary, in order to ensure that a full number of Offer Shares is
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