Decisions of the Annual General Meeting of shareholders of Arco Vara AS

The annual general meeting of shareholders of Arco Vara AS held on 5 June 2025 adopted the following decisions:

1. To approve the annual report of Arco Vara AS for 2024.
2. To cover the net loss of EUR 624 thousand for the financial year ended on 31.12.2024 from retained earnings; and to pay a dividend of EUR 0.02 per share. The dividend of EUR 0.02 per share will be paid to shareholders on 12 November 2025 via transfer to the shareholder’s bank account. The list of shareholders entitled to receive the dividend (record date) will be fixed as of 05.11.2025.
3. To approve the principles of remuneration of the Management Board of Arco Vara AS as set out in the materials of the general meeting and made available to shareholders.
4. To approve the mandates of Supervisory Board members Steven Yaroslav Gorelik, Kert Keskpaik, Hillar-Peeter Luitsalu, Allar Niinepuu and Tarmo Sild as of the end of their term until adoption of this resolution of the general meeting of shareholders; and to extend the term of office of the following persons as members of the Supervisory Board for five (5) years from the date of this resolution of the general meeting of shareholders:
   1. Steven Yaroslav Gorelik;
   2. Kert Keskpaik;
   3. Hillar-Peeter Luitsalu;
   4. Allar Niinepuu; and
   5. Tarmo Sild.
      
5. To approve the remuneration for the position of the Chairman of the Supervisory Board in the amount of EUR 5,000 net per month; and to approve remuneration of regular supervisory board members in the amount of up to EUR 500 net per each supervisory board meeting.
6. To amend clause 2.1 of Arco Vara AS’s Articles of Association and adopt the following wording: "The minimum share capital of the Company is 5,000,000 euros and the maximum share capital is 20,000,000 euros."
7. To increase the share capital of Arco Vara AS as follows:

1. 1. to issue 6,980,000 new ordinary shares with a nominal value of 0.7 euros per share. The new ordinary shares will be of the same class as all other shares of Arco Vara AS;
   2. the issue price of one new share will be 2.5 euros, of which 0.7 euros is the nominal value and 1.8 euros is the share premium;
   3. the new share capital is 12,157,856.90 euros;
   4. the pre-emptive right to subscribe for new shares is divided follows:

1. 1. 1. Alarmo Kapital OÜ (registry code 11716173): 2,100,000 shares. Alarmo Kapital OÜ will pay for new subscribed shares in full with monetary contribution, totalling 5,250,000 euros;
      2. Luther Factory OÜ (registry code 16151741): 3,309,999 shares. Luther Factory OÜ will pay for new subscribed shares in full with monetary contribution, totalling 8,274,997.50 euros;
      3. Luther Factory Holding OÜ (registry code 14806675): 1,570,001 shares. Luther Factory Holding OÜ will pay for new subscribed shares in full with monetary contribution, totalling 3,925,002.50 euros;

1. 5. to exclude the pre-emptive subscription rights of existing shareholders for the newly issued shares to enable the persons listed in point (d) to make the desired investment into Arco Vara’s equity;
   6. the Management Board has the right to extend the subscription period or cancel the shares that were not subscribed for during the subscription period within fifteen (15) days after the end of the subscription period;
   7. the existing shareholders will not have any rights related to the new shares, including no pre-emptive subscription rights under § 345 (1) of the Commercial Code;
   8. the new shares will confer the right to receive dividends starting from the end of the subscription period;
   9. the Company will apply for all newly issued shares to be admitted to trading on the main list of the Nasdaq Tallinn Stock Exchange, and the shareholders authorize the Company’s Supervisory Board and Management Board to carry out all necessary actions and conclude all required agreements for this purpose. The subscription period for the new shares is fourteen (14) days from the adoption of the share capital increase resolution, whereas the Management Board has the right to shorten the subscription period if all shares are subscribed before the deadline. Shares are considered subscribed upon payment of monetary contribution to AS Arco Vara’s bank account EE307700771000592876.

Dividend payment ex-date of Arco Vara AS

Taking into account that the list of shareholders who are entitled to dividends (record date) shall be fixed on the following date:

• 5 November 2025,

Arco Vara AS hereby informs that the respective dividend payment ex-date ia the following:

• 4 November 2025.

Darja Bolshakova
CFO
Arco Vara AS
+372 6144 630
darja.bolshakova@arcovara.com

Attachment

• AV AGM ENG 2025