Key Highlights from Arco Vara AS Annual General Meeting Resolutions
Decisions Made at the Annual General Meeting of Arco Vara AS
The annual general meeting of shareholders for Arco Vara AS gathered to discuss and approve essential matters that shape the company’s future. The assembly focused on various strategic decisions aimed at enhancing shareholder value and addressing recent financial outcomes.
Financial Report Approval
One of the primary decisions taken was the approval of the annual report, detailing the company's performance and outcomes for the financial year ending in 2024. This report serves as a crucial document for stakeholders, providing insight into operational efficacy and financial health.
Addressing Net Loss and Dividends
Recognizing a net loss of EUR 624 thousand for the past financial year, Arco Vara AS presented a plan to cover this loss using its retained earnings. In a positive move for shareholders, a dividend of EUR 0.02 per share was approved for distribution. This amount will be processed on 12 November 2025, highlighting the company's commitment to shareholder returns even in challenging times. The record date for identifying eligible shareholders has been set for 5 November 2025.
Management Board Remuneration Principles
The meeting also included a critical review of the remuneration principles for the Management Board. The approved structure aims to align the Board's compensation with the company's performance, ensuring that their incentives are tied closely to the organization's success and profitability.
Supervisory Board Mandates and Changes
Extended mandates for key Supervisory Board members were agreed upon, reflecting confidence in their leadership. Steven Yaroslav Gorelik, Kert Keskpaik, Hillar-Peeter Luitsalu, Allar Niinepuu, and Tarmo Sild will continue to serve for another five years. This continuity is seen as essential for maintaining strategic direction and governance.
Remuneration for Supervisory Board Members
It was also decided that the Chairman of the Supervisory Board would receive a net monthly payment of EUR 5,000. This remuneration model aims to attract and retain skilled oversight members while ensuring that the financial structure remains sound.
Changes to Articles of Association
Another significant resolution involved amending clause 2.1 of Arco Vara AS’s Articles of Association. The minimum and maximum share capital was revised to 5,000,000 euros and 20,000,000 euros, respectively, laying a clear framework for potential future capital raises and strategic financial planning.
Capital Increase Details
In a move to strengthen capital structure, the meeting approved an increase in share capital by issuing 6,980,000 new ordinary shares at a nominal value of 0.7 euros each. The new shares will be categorized similarly to existing shares, with a total issue price of 2.5 euros per share, comprising a nominal value and a share premium. This infusion of capital positions Arco Vara AS for strategic investments and growth initiatives.
Subscription Rights and Non-Pre-emptive Offer
The shareholders concluded it necessary to exclude pre-emptive rights for existing shareholders regarding these new shares. This decision allows specific companies like Alarmo Kapital OÜ and Luther Factory OÜ to invest significantly without the constraints of typical shareholder rights.
Upcoming Dividend Payment Dates
The dividend payment announces a significant detail for stakeholders—specifically, that 4 November 2025 will serve as the dividend payment ex-date. This establishes a timeline for shareholders to monitor and plan around upcoming financial distributions.
Further Actions Required
The Management Board has been granted the authority to extend the subscription period for any unclaimed shares, allowing more flexibility in capital raising efforts. Furthermore, all newly issued shares will be pursued for trading on the Nasdaq Tallinn Stock Exchange, a key step for enhancing visibility and accessibility in the market.
Contact Information
For more inquiries, interested parties can reach out to Darja Bolshakova, the CFO of Arco Vara AS, at +372 6144 630 or via email at darja.bolshakova@arcovara.com.
Frequently Asked Questions
What were the key decisions made during the meeting?
Key decisions included approval of the annual report, covering net losses, dividend payments, and changes in Management Board remuneration.
What is the dividend amount approved for shareholders?
The shareholders approved a dividend of EUR 0.02 per share, payable in November 2025.
Who are the members of the Supervisory Board being extended?
Members including Steven Yaroslav Gorelik, Kert Keskpaik, and others were confirmed for an additional five-year term.
Why were pre-emptive rights excluded for some shareholders?
This was to facilitate substantial investments by specific companies, enhancing Arco Vara's capital structure.
Who can I contact for more information about the AGM?
Darja Bolshakova, the CFO, can be contacted for further inquiries regarding the annual general meeting.
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