| The Management Board of Aktsiaselts Silvano Fashion Group, registry code 10175491, registered address Tulika 15/17, 10613 Tallinn, (hereinafter “SFG") convenes an annual general meeting of shareholders on 28th of June 2013 at 12:00 noon (Estonian time) in Radisson Blu Hotel, Olümpia conference room “Epsilon", address Liivalaia 33, Tallinn, Estonia. The registration of participants of the General Meeting starts at 11:30 a.m. (Estonian time). I Agenda The agenda of the annual general meeting of shareholders is the following: 1. Adoption of the 2012 Annual Report; 2. Distribution of profit; 3. Amendment of the Articles of Association in connection with the share capital reduction and adoption of the new version of the Articles of Association; 4. Reduction of the share capital; 5. Adoption of the own share buy-back program; 6. Recalling of Pavel Daneyko from the Supervisory Board; 7. Election of Mart Mutso as the new member of the Supervisory Board; 8. Election of the auditor. II Proposals of the Supervisory Board The Supervisory Board of SFG has approved the agenda of the annual general meeting of shareholders as proposed by the Management Board and makes the following proposals to the shareholders in connection with the agenda: 1. Adoption of the 2012 Annual Report Proposal of the Supervisory Board: 1.1. To approve the Annual Report of SFG for 2012 financial year. 2. Distribution of profit Proposal of the Supervisory Board: 2.1. To approve the profit of the 2012 financial year in the amount of EUR 14,151,000; 2.2. To make no allocations from the profit into the reserves of the Company. Following the reduction of the share capital the reserves of the Company will be sufficient for fulfilling the requirement of § 336.2 of the Commercial Code; 2.3. To distribute the profit by paying dividends to the shareholders as follows: 2.3.1. The list of shareholders entitled for profit distribution shall be fixed on 12.07.2013, at 11:59 p.m.; 2.3.2. EUR 0.10 per share is payable to the entitled shareholders as a dividend latest on 15.07.2013. 2.4. To allocate the rest of the profit into the undistributed profit. 3. Amendment of the Articles of Association in connection with the share capital reduction and adoption of the new version of the Articles of Association Proposal of the Supervisory Board: 3.1. To amend clause 2.1. of the Articles of Association and to enact it in the following wording: “2.1. The minimum share capital of the Company is EUR 4,500,000 (four million and five hundred thousand euros) and the maximum share capital of the Company is 18,000,000 (eighteen million euros)". 3.2. To amend clause 2.2. of the Articles of Association and to enact it in the following wording: “2.2. All the shares of the Company are registered shares. The nominal value of a registered share is 30 (thirty) cents. One share gives 1 (one) vote at the General Meeting". 3.3. To adopt the new version of the Articles of Association of SFG in the wording proposed by the Supervisory Board. 4. Reduction of the share capital Proposal of the Supervisory Board: 4.1. To reduce the share capital of SFG as follows: 4.1.1. The share capital shall be reduced by EUR 3,940,000 from the former EUR 15,760,000 to EUR 11,820,000; 4.1.2. The share capital shall be reduced by reducing the nominal value of the shares by EUR 0.10 from the former EUR 0.40 to EUR 0.30. No shares shall be cancelled in the course of the share capital reduction; 4.1.3. The new size of the share capital after the reduction of the share capital shall be EUR 11,820,000, which is divided into 39,400,000 shares with the nominal value of EUR 0.30; 4.1.4. The reduction of share capital shall be carried out with effecting of payments to the shareholders; 4.1.5. The reason for the reduction of share capital is the necessity to carry out monetary payments to the shareholders from the share capital of SFG; 4.1.6. The monetary payments in the amount of EUR 0.10 per share, related to the reduction of share capital shall be effected to the shareholders latest within 3 (three) months after the registration of the reduction of share capital in the Commercial Register; 4.1.7. List of shareholders entitled for the payments from the reduction of share capital shall be fixed on 12.07.2013, at 11:59 p.m. 5. Adoption of the own share buy-back program Proposal of the Supervisory Board: 5.1. To adopt the own share buy-back program of AS Silvano Fashion Group on the following conditions: 5.1.1. The sole purpose of the program of buy-back of own shares is the reduction of share capital; 5.1.2. The Company shall have a right to buy back own shares within the period from 1 July 2013 until 30 June 2014; 5.1.3. The maximum amount of the shares that may be bought back is 400,000; 5.1.4. The maximum price at which the shares may be bought back is EUR 2.50 per share; 5.1.5. The acquired own shares shall be acquired from the assets that exceed the Company’s registered share capital, reserve capital and share premium; 5.1.6. The sum of the nominal values of the own shares acquired within the buy-back program and of the previously acquired own shares of SFG shall not exceed 10% of the SFG’s share capital; 5.1.7. To authorize SFG’s Management in the cases of extreme low liquidity on the market to exceed the limit of 25% of the average daily volume of the shares in any one day on the regulated market which is provided for in Art 5 subsection 2 of Commission Regulation (EC) No 2273/2003 and to buy back own shares within one day in the amount which does not exceed 50% of the average daily volume; 5.1.8. To authorize the Management Board to designate an investment company or a credit institution as the organizer of the buy-back of own shares within one month from the adoption of the buy-back program of own shares; 5.1.9. The buy-back of own shares shall be carried out in accordance with the Commission Regulation (EC) No 2273/2003 dated 22 December 2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards exemptions for buy-back programmes and stabilisation of financial instruments. 6. Recalling of Pavel Daneyko from the Supervisory Board Proposal of the Supervisory Board: 6.1. In connection with the expiration of Mr. Pavel Daneyko’s term of office as the member of the Supervisory Board on 23 May 2013, not to extend Mr. Pavel Daneyko’s authorities of the Supervisory Board member and to recall Mr. Pavel Daneyko from the Supervisory Board of SFG. The authorities of Mr. Pavel Daneyko as the member of the Supervisory Board of SFG shall be deemed to have expired as of 24 May 2013. 7. Election of Mart Mutso as the new member of the Supervisory Board Proposal of the Supervisory Board: 7.1. To elect Mr. Mart Mutso as the new member of the Supervisory Board of SFG, whose term of office shall start on 1.07.2013 and expire on 30.06.2018. 8. Election of the auditor Proposal of the Supervisory Board: 8.1. To elect AS PricewaterhouseCoopers (registry code 10142876, address Pärnu mnt 15, 10141 Tallinn) as SFG’s auditor, whose authorities shall be valid until the next ordinary general meeting of shareholders; 8.2. To authorize the Management Board to sign with the audit company an audit agreement for the auditing of SFG’s 2013 business activities at a price, which does not exceed the price of the audit of the SFG’s 2012 annual report. II Organizational questions The list of shareholders entitled to participate in the ordinary general meeting shall be fixed 7 days prior to the date of the General Meeting, i.e. on June 21, at 11:59 p.m. (Estonian time). At the General Meeting, a shareholder is entitled to receive information about the Company's activities from the Company's Management Board. The Management Board may decide to withhold information if there is a reason to believe that the disclosure of information may cause significant damage to the Company's interests. If the Management Board refuses to disclose information, the shareholder may demand from the General Meeting to adopt a resolution regarding the lawfulness of the information request or file a petition to a court of law within two weeks of the General Meeting requesting the court for the ruling requiring the Management Board to disclose the information. The shareholders whose shares represent at least 1/20 of the share capital, may request for additional items to be included in the agenda of the General Meeting, if the respective request is submitted in writing at least 15 days prior to the General Meeting. The shareholders whose shares represent at least 1/20 of the share capital, may present their draft resolutions to each agenda item in writing no later than 3 days before the General Meeting. Draft resolution regarding the agenda items and other documents presented to the General Meeting (including annual report, report of the sworn auditor, profit distribution proposal, report of the Supervisory Board, draft Articles of Association) are available for examination on every working day as of the notification of the General Meeting until the business day preceding the day of the General Meeting at the headquarters of the Company at Tulika 15/17, Tallinn from 9 a.m. until 5 p.m. (Estonian time). On the day of the General Meeting the materials related to the agenda of the General Meeting are available for examination at the venue of the General Meeting as of the opening of registration of participants until the end of the General Meeting. In order to examine the documents: (1) the shareholders who are natural persons are required to present a document verifying their identity and their representatives are additionally required to present the power of attorney in written form; (2) the representatives of the shareholders who are legal entities shall present (a) an extract from the registry where the legal entity is registered; and (b) a document verifying the identity of representative; and (c) in case of representation on the basis of proxy, a power of attorney shall be presented. Documents and data which are disclosed according to Article 2941 of the Estonian Commercial Code, including the Annual Report, report of the sworn auditor, profit distribution proposal, report of the Supervisory Board, draft Articles of Association, draft resolution regarding the agenda items, data on the Company’s shares and voting rights related to the shares as of the date of the notice on the convening of the General Meeting and the templates of power of attorney are available on the homepage of the Company: http://www.silvanofashion.com. The following documents must be submitted to participate in the General Meeting: - the shareholders who are natural persons shall present a document verifying their identity and their representatives shall present the power of attorney in written form; - the representatives of the shareholders who are legal entities shall present (a) an extract from the registry where the legal entity is registered; and (b) a document verifying the identity of representative; (c) a power of attorney shall be presented if necessary. Unless otherwise provided by a foreign agreement, a document issued by a foreign authority shall be duly apostilled or legalized. Documents in foreign language should be accompanied by the translation into Estonian. Prior to the General Meeting the shareholder may notify the Company of the appointment of a representative or the revocation of the representative's authority by sending a digitally signed e-mail message to [email protected] or by delivering the information in person on workdays between 9 a.m. to 5 p.m. (Estonian time) or via mail to AS Silvano Fashion Group, Tulika 15/17, 10613 Tallinn, Estonia by 5 p.m. (Estonian time) on the working day preceding the day of the General Meeting. For any information regarding the general meeting of the shareholders or the agenda items, please contact Märt Meerits (e-mail [email protected]; phone +372 684 5000). Märt Meerits Member of the Board, Silvano Fashion Group E-mail: [email protected], Tel: +372 684 5000; Fax: +372 684 5300 Address: Tulika 15/17, 10613 Tallinn, Estonia http://www.silvanofashion.com | |
