Resolutions of the Extraordinary General Meeting of Arco Vara AS

Extraordinary General Meeting of the shareholders of Arco Vara AS (registry code
10261718), held on 11 December 2009 adopted the following resolutions:          

To extend the term of office of the current members of the supervisory board    
until December 11, 2014, i.e. to extend the term of office for five years.      

The monthly net remuneration to be paid to the members of the supervisory board 
is EEK 15,000 (fifteen thousand) (EUR 959).                                     

To amend the articles of association of Arco Vara AS and to adopt the new       
wording of the articles of association as follows:                              

to amend clause 2.1 and formulate it as follows: „2.1 The minimum amount of the 
Company's share capital shall be 45,000,000 Estonian kroons and the maximum     
amount of  the share capital shall be 180,000,000 Estonian kroons.”             
to amend clause 3.3 and formulate it as follows: „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.”                                               
to amend clause 3.6 and formulate it as follows: „3.6. The circle of            
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.“
                                                                                
In order to decrease volatility of the price of shares of Arco Vara AS, to      
provide an opportunity for more efficient pricing of the shares on the stock    
exchange and to provide an opportunity for further strengthening the capital    
structure to reduce the share capital of Arco Vara AS as follows:               

first  to reduce the share capital by cancellation of 450,000 treasury shares   
owned by the company and thereafter by cancellation of 10 shares so that 5      
shares owned by Toletum OÜ (registry code 11011219) and 5 shares owned by HM    
Investeeringud OÜ (registry code 10963165) (hereinafter together the            
“Stabilizing shareholders”) shall be cancelled; and                             
thereafter to reduce the share capital by cancellation of 19/20 of all shares,  
whereas:                                                                        
19/20 of all shares owned by each shareholder shall be cancelled; and           
if the number of shares owned by a shareholder (hereinafter the “Stabilized     
shareholder”) does not enable to cancel whole number of shares, whole number of 
shares owned by Stabilized shareholder shall be cancelled (rounded downwards)   
and additionally a number of shares (hereinafter the “Compensation shares”),    
that the Stabilized shareholder should have owned in order to enable            
cancellation of whole number of shares without rounding, shall be cancelled from
the shares owned by the Stabilizing shareholders (e.g. if the Stabilized        
shareholder has 30 shares, 28 thereof shall be cancelled (i.e. the Stabilized   
shareholder will have 2 shares after the reduction of the share capital) and    
additionally 10 Compensation shares owned by the Stabilizing shareholders shall 
be cancelled);                                                                  
Compensation shares shall be cancelled in equal parts from the shares owned by  
the Stabilizing shareholders. If the Compensation shares cannot be cancelled in 
equal parts from the shares owned by the Stabilizing shareholders, then more    
shares belonging to HM Investeeringud OÜ shall be cancelled.                    

As a result of the reduction of share capital, the number of all shares will be 
4,741,707, i.e. 90,542,443 shares will be cancelled. The extent of the reduction
of share capital will be EEK 905,424,430 (EUR 57,867,168).                      

The list of shareholders, whose shares will be cancelled, will be determined at 
11.59 p.m. on March 1, 2010.                                                    

EUR 1 = EEK 15.6466                                                             

Arco Vara is a leading real estate developer in the Baltic's, established in    
1992. The operations involve real estate development, brokerage, valuation,     
construction and property maintenance arm. The company is located in 18 cities  
in Estonia, Latvia, Ukraine and Bulgaria and employs approx. 250 people.        
Arco Vara AS is listed on Tallinn Stock Exchange.                               

Lembit Tampere                                                                  
CEO                                                                             
Arco Vara AS                                                                    
phone: +372 614 4630                                                            
info@arcovara.ee                                                                
http://www.arcorealestate.com/