ARCO VARA AS ARTICLES OF ASSOCIATION
Approved by the resolution of the ordinary general meeting of shareholders in 12th of May, 2011.
I BUSINESS NAME AND LOCATION
1.1. The business name of the public limited company is Arco Vara AS.
1.2. The location of the public limited company is the Republic of Estonia, Tallinn.
II SHARE CAPITAL AND SHARES
2.1. The minimum amount of the Company’s share capital shall be 2,500,000 Euros and the maximum amount of the share capital shall be 10,000,000 Euros.
2.2. Within the minimum and maximum limit set out under 2.1 of the present Statutes, the share capital of the Company may be increased and decreased without amending the present Statutes.
2.3. The Company only owns registered shares of one type with a nominal value of 70 (seventy) Eurocents. Each share provides 1 (one) vote in the general meeting. No share certificate is issued for the shares. A share grants the shareholder the right to participate in the general meeting of shareholders and in the distribution of the profit and the remaining assets of the Company upon its termination, as well as other legal and statutory rights.
2.4. The increase and decrease of the share capital is decided by the general meeting of shareholders. A resolution on the increase or decrease of the share capital shall be taken, if at least 2/3 of the votes represented in the general meeting are in favour of the resolution.
2.5. Upon increasing the share capital, the shareholders have the pre-emptive right to subscribe for the new shares in proportion with the total amount of the nominal value of their shares. The pre-emptive right of shareholders may be excluded by a resolution of the general meeting, if at least ¾ of the votes represented in the meeting are in favour of the resolution.
2.6. The contributions to the share capital of the public limited company may be monetary and non-monetary. The value of a non-monetary contribution is determined by the Management Board of the Company based on the usual value of the thing or right being the object of contribution. Should there be generally acknowledged experts for the evaluation of the object of contribution, the non-monetary contribution is evaluated by them. The evaluation of the value of a non-monetary contribution is evaluated by an auditor.
2.7. Shareholders are entitled to freely transfer their shares. There is no pre-emptive right upon transferring shares to third parties.
2.8. Shareholders are entitled to pledge their shares. In order to pledge a share, a written disposition is required on the pledge as well as a notation made on the pledge in the Estonian Central Register of Securities.
2.9. The size of the legal reserve is 1/10 of the share capital of the Company, unless the law sets out otherwise.
2.10. The Company may issue convertible debentures that can be exchanged by their owners against shares under conditions set out in the debentures.
III GENERAL MEETING OF SHAREHOLDERS
3.1. The supreme management body of the Company is the general meeting of shareholders.
3.2. The ordinary general meeting shall be called at least once a year within six months after the end of the financial year of the Company. The shareholders shall be given at least three weeks’ advance notice of a general meeting.
3.3. An extraordinary general meeting of shareholders shall be called if the management board of the Company considers it to be necessary or if this is demanded by the Company’s supervisory board, auditor or shareholders whose shares represent at least one-twentieth of the share capital as well as in other events prescribed by law. The request for calling an extraordinary general meeting of shareholders shall be sent to the management board of the Company in writing, by showing the reason for calling. The shareholders shall be given at least three week’s notice of an extraordinary general meeting of shareholders.
3.4. A notice on the general meeting shall be sent by the Management Board to all shareholders following the procedure set out in legislation. If the Company has more than 50 shareholders, no notices are required to be sent to shareholders, instead a notice shall be published at least in one national newspaper.
3.5. The notice of the general meeting shall include the agenda of the meeting and other information required by law.
3.6. The circle shareholders entitled to participate in the general meeting of shareholders shall be determined as of seven days prior to the date of holding the meeting.
3.7. The competence of the general meeting is to:
3.7.1. amend the articles of association;
3.7.2. increase and reduce share capital;
3.7.3. issue convertible bonds;
3.7.4. elect and remove members of the Supervisory Board;
3.7.5. elect auditor(s) and decide on their remuneration;
3.7.6. designate a special audit;
3.7.7. approve the annual report and distribute profit;
3.7.8. decide on dissolution, merger, division or transformation of the Company;
3.7.9. decide on conclusion and terms and conditions of transactions with the members of the Supervisory Board, decide on the conduct of legal disputes, and appointment of the representative of the public limited company in such transactions and disputes;
3.7.10. decide on other matters placed in the competence of the general meeting by law.
3.8. The general meeting has a quorum if more than one half of the votes determined by shares are represented.
3.9. In case the required number of votes are not represented in the general meeting, the Management Board calls within 3 (three) weeks, but not earlier than within 7 (seven) days, a new general meeting with the same agenda. The new general meeting has a quorum regardless of the votes represented in the assembly.
3.10. A resolution of the general meeting shall be adopted if more than one half of the members of the votes represented in the meeting vote in favour, unless a greater representation is required by law or other provisions of these statutes.
IV MANAGEMENT BOARD
4.1. The Management Board of the Company consists of 1 (one) to 5 (five) members elected for three years. Repeated electing of the Members of the Management Board is allowed.
4.2. In the event that the Management Board has more than 2 (two) members, the Chairman of the Management Board shall be appointed by the Supervisory Board by its resolution.
4.4. The area of responsibility, tasks and other rights and obligations of a Member of the Management Board may be defined more specifically in an agreement concluded with him/her.
4.5. The Company may be represented in all legal acts by the Chairman of the Management Board solely or by two other members of the Management Board together. The right of a member of the Management Board to represent the Company may be additionally restricted by a resolution of the Supervisory Board.
4.6. A consent of the Supervisory Board is only required for the Management Board in following transactions and operations:
(i) acquiring and termination of a holding in other companies;
(ii) establishing or termination of a subsidiary;
(iii) approval and amendment of the activity strategy;
(iv) considerable changes in the activity of the Company or involving the Company in a business activity that is not related to the objectives of the present business activity.
4.7. A member of the Management Board shall not participate in voting on a consent for a transaction between the Company and the member of the Management Board as well as between the Company and a legal entity where the member of the Management Board or persons connected with him/her have a major holding.
4.8. The meetings of the Management Board shall be recorded in the minutes.
4.9. A more specific work organisation of the Management Board shall be approved by the Management Board by its resolution.
V SUPERVISORY BOARD
5.1. The Supervisory Board of the Company consists of 5 (five) to 7 (seven) members.
5.2. The term of office of the Supervisory Board is 5 (five) years.
5.3. The members of the Supervisory Board shall be elected and removed by the general Meeting. A written consent of a member of the Supervisory Board is required for his/her election.
5.4. The members of the Supervisory Board shall elect a Chairman from among themselves, who shall organise the activities of the Supervisory Board.
5.5. The meetings of the Supervisory Board shall be held when necessary but not less frequently than once every three months. A meeting of the Supervisory Board shall be called by the Chairman of the Supervisory Board or a member of the Supervisory Board being his/her deputy. A 3 (three) days notice shall be given on the meeting and its agenda.
5.6. A meeting of the Supervisory Board has a quorum if more than one half of the members of the Supervisory Board participate. The meetings of the Supervisory Board shall be recorded in minutes that shall be signed by the Chairman of the Meeting, the recorder, and all members that participated in the meeting.
5.7. A resolution of the Supervisory Board shall be adopted if more than one half of the members of the Supervisory Board who participate in the meeting vote in favour. The Supervisory Board shall be entitled to take resolutions without calling a meeting if all members of the Supervisory Board agree with it. Resolutions made without calling a meeting shall be considered taken if all members of the Supervisory Board agree with the resolution.
5.8. The competence of the Supervisory Board:
5.8.1. approval of the annual budget and the risk management principles;
5.8.2. deciding on issues listed under clause 4.6. of the present statutes and giving a consent for making transactions and operations listed under this clause;
5.8.3. appointing and removing a procurator;
5.8.4. deciding on terms and conditions for making transactions with members of the Management Board of the Company, as well as deciding on carrying out legal disputes, and appointing a representative of the Company for the transactions and the legal disputes.
VI REPORTING AND DIVIDENDS
6.1. The financial year of the Company starts on 1st January and ends on 31st December.
6.2. The Management Board shall prepare and submit the annual report together with the auditor’s report and the profit distribution proposal to the general meeting of shareholders, as set out by law.
6.3. The profit distribution resolution shall be taken by the general meeting on the basis of the annual accounts.
6.4. The general meeting of shareholders may take a resolution on organising special inspection in issues related to the management or the financial situation of the Company in accordance with the Commercial Code.
6.5. At the consent of the Supervisory Board, the Management Board of the Company may make advance payments to the shareholders after the end of a financial year and before approval of the annual report on account of the presumed profit in the amount of up to one half of the amount subject to distribution among the shareholders.