Опис бізнесу Arricano можна знайти тут: https://arricano.com/ua/about#informacia-o-proektah

Імена директорів, біографію та опис обов'язків членів ради директорів Компанії можна знайти тут: https://arricano.com/ua/management#boardofdirectors

Деталі про комітети ради директорів можна знайти тут: https://arricano.com/ua/management#directors

Інформацію про країну реєстрації та головну країну функціонування Компанії можна знайти тут: https://arricano.com/ua/about#oficialnye-dannye-kompanii

Статутні документи Компанії можна знайти тут: https://arricano.com/ua/about#ucreditelnye-dokumenty-kompanii

Деталі щодо призначених радників та інших ключових консультантів Компанії можна знайти тут: https://arricano.com/ua/about#konsultanty-kompanii

There are 103 270 637 Ordinary Shares in issue. There are no treasury shares.

Significant shareholders as of 30 Mar 2023:

* Controlled by Rauno Teder

The percentage of Ordinary Shares held not in public hands is 83.79%

There are no restrictions on the transfer of the Company’s shares to the third parties.

Arricano Real Estate PLC is not incorporated in the UK and therefore the rights of shareholders may be different from the rights of shareholders in a UK incorporated company

The Board of Directors of Arricano Real Estate Plc (“Arricano” or the “Company” or, together with its subsidiaries, the “Group”) has decided to apply the Quoted Companies Alliance’s Corporate Governance Code (the “QCA Code”). The information below sets out where the Company complies with the QCA Code and where it departs, providing an explanation for doing so where relevant.

The Company’s Statement of Compliance with the QCA Code can be found here.

Corporate governance

The Group intends to maintain high standards of corporate governance and transparency throughout all of its activities and communications.

The Board consists of three non-executive directors. The names of the directors, together with their biographical details, are set out here: 
https://arricano.com/ua/management#directors.

The Board has determined that Mr. Georgios Komodromos (Non-executive Chairman) and Mr. Frank Lewis (Non-executive Director) are independent in character and judgement and that there are no relationships or circumstances, which could materially affect or interfere with the exercise of their independent judgement. 

Mr. Volodymyr Tymochko was appointed as the Director representing the interests of the Company’s previous shareholder, Dragon Ukrainian Properties and Development, which has transferred its shares in the Company to the Company’s current shareholder, Dragon Capital Investments Limited, and is therefore not considered independent by the Board.

The Board is satisfied with the balance between the directors representing interests of shareholders and independent directors, which allows it to exercise objectivity in decision making and proper control of the Group’s business. The Board considers its composition to be appropriate in view of the size and requirements of the Group’s business. The Directors are subject to retirement by rotation and re-election in accordance with the articles of association of the Company.

At every Annual General Meeting of the shareholders of the Company, all of the Directors shall retire from office and be eligible for re-election.

The Directors constructively challenge and help to develop proposals on strategy, and bring strong, independent judgement, knowledge and experience to the Board’s deliberations. The Directors are given access to independent professional advice at the Company’s expense, when the Directors deem it is necessary in order for them to carry out their responsibilities.

The Board’s primary objective is to focus on adding value to the assets of the Group by identifying and assessing business opportunities and ensuring that potential risks are identified, monitored and controlled. Matters reserved for Board decisions include strategy, budget, performance, and approval of major capital expenditure and the framework of internal controls. The implementation of Board decisions  and the operations of the Group are delegated to the Chief Executive Officer and the management team.

The Board receives appropriate and timely information prior to each Board meeting, with a formal agenda and Board and Committee papers if applicable being distributed several days before meetings take place. Any Director may challenge the Group’s proposals, and decisions are taken after discussion, by a majority vote in accordance with the Company’s Articles of Association. Any Director who believes that any concern remains unresolved after discussion may ask for that concern to be noted in the minutes of the meeting. Any specific actions arising from such meetings are agreed by the Board and then followed up by the management.

The Group has effective procedures in place to deal with conflicts of interest. The Board should be aware of other commitments of its Directors and changes to these commitments should be reported to the Board and all Directors are asked to provide to the Corporate Secretary details of any changes to their current directorships. The compliance report is used as a tool for the Company for internal use and is presented at the Board meetings on at least an annual basis.

The Board has established an Audit and a Remuneration Committee, with specific duties and responsibilities. The Directors do not consider that, given the size of the Board, it is appropriate at this stage to have a Nomination Committee. The Directors do not believe that there is yet a necessity to establish an Internal Audit Department.

Remuneration Committee
The Remuneration Committee comprises two non-executive Directors. It is chaired by Mr. Frank Lewis; Mr. Georgios Komodromos is its another member. The committee is responsible for the provision of specialized and independent advice, review and recommendation for matters relating to the scale and structure of remuneration for the Directors and the CEO, including any bonus arrangements of the Directors or the award of share options with due regard to the interests of the shareholders and the performance of the Company. The CEO also joins Remuneration Committee when the remuneration of the Remuneration Committee members is determined.  

Audit Committee
The Audit Committee comprises three non-executive Directors. It is chaired by Mr. Frank Lewis; Mr. Georgios Komodromos and Mr. Volodymyr Tymochko are the other members.  The Audit Committee shall meet at least four times per year or more frequently, as circumstances require. The committee is responsible for conducting or authorizing investigations into any and all aspects of the Company’s operations, making recommendations to the Board on the appointment of the auditors and the audit fee and for monitoring the integrity of the financial statements of the Company. In addition, the Audit Committee receives and reviews reports from the management and the auditors relating to the interim report, the annual report, legal issues and accounts and reviews the internal controls and risk management systems of the Company. Since 22 September 2021, the audit committee has held 4 meetings.

The Directors consider it appropriate to review the Terms of Reference of the Audit and Remuneration Committees once every two years.

Performance Evaluation
The Board takes into account the performance of its individual Directors internally before taking decisions on their re-appointment. In addition, the Board evaluates the performance of the Chief Executive Officer taking into consideration the fulfilment of the Company’s annual goals. 

The Company has not adopted a formal performance evaluation procedure with criteria against which effectiveness is considered and with frequency of evaluation process, because it believes that its internal approach of succession planning and the processes by which the Board and other senior management appointments are determined constitutes sufficient motivation and performance assessment, which results in the achievement of the Company’s goals and its long-term growth. 

Communicating vision and strategy
All shareholders are welcome to attend the Company’s Annual General Meeting where they may take the opportunity to question the Directors as part of the agenda, or more informally after the meeting. Communication with shareholders is seen as an important part of the Board’s responsibilities, and care is taken to ensure that all notifications to the shareholders are made in a timely manner.

Risk Management and Internal Control
The Board is responsible for the systems of internal control and for reviewing their effectiveness. The internal controls are designed to manage rather than eliminate risk and provide reasonable but not absolute assurance against material misstatement or loss. The Board shall review the effectiveness of these systems annually by considering the risks potentially affecting the Company. As part of the annual audit of the Group, the auditors check and test the Company’s internal controls and prepare a report addressed to the Audit Committee, which reflects their respective findings; they also participate in the Audit Committee meeting.  

Based on input from the auditors and the Audit Committee, the Board reviews the effectiveness of the Group’s internal control systems, considers the potential risks faced by the Group and may propose respective changes to the Company’s governance aimed at risk mitigation. The Company does not consider it necessary to have an internal audit function due to the small size of the administrative function and the frequent interaction with the auditors, in addition to the supervision of the Audit Committee. However, the Directors decided that there would be a necessity to establish an Internal Audit Department should the Group’s net operational income increase to USD 50 million. The most significant transactions are reviewed and approved by the Board of Directors and other major transactions are reviewed and approved by the Chief Financial Officer and the Chief Executive Officer. A comprehensive budgeting process is completed once a year and is reviewed and approved by the Board. The Company’s results, compared with the budget, are reported to the Board on a regular basis.

The date on which the above information was last reviewed: 29 September 2022.

Оскільки компанія Arricano Real Estate Plc зареєстрована на Кіпрі, вона не підпадає під вимоги Кодексу проведення злиттів та поглинань Великобританії. Так само не існує й аналогічного законодавства чи кодексу, який би застосовувався до Arricano Real Estate Plc. У статуті компанії містяться положення, ціль яких - надання акціонерам такого рівня захисту, який би забезпечував Кодекс проведення злиття та поглинання Великобританії. Тим не менш, можлива ситуація, при якій покупець акцій може встановити контроль над компанією при таких обставинах, коли акціонери, які не мають наміру продавати свої акції, не отримають рівнозначно вигідної пропозиції про виплату преміальних за контрольний пакет, як її отримають акціонери, які продають свою частку в компанії.