| The Management Board of AS Silvano Fashion Group, registry code 10175491, registered address Tulika 15/17, 10613 Tallinn, (hereinafter SFG) convenes an annual general meeting of shareholders on 29th of June 2015 at 12:00 noon (Estonian time) in Radisson Blu Hotel Olümpia conference hall “Epsilon", address Liivalaia 33, 10118 Tallinn, Estonia. The registration of participants of the General Meeting starts at 11:30 a.m. (Estonian time) at the venue of the meeting. I Agenda The agenda of the annual general meeting of shareholders is the following: 1. Approval of the 2014 Annual Report of AS Silvano Fashion Group; 2. Distribution of the 2014 profit of AS Silvano Fashion Group; 3. Election of the auditor of AS Silvano Fashion Group for 2015 fiscal year and determination of auditor’s fee; 4. Reduction of the share capital of AS Silvano Fashion Group; 5. Determination of the conditions of the own share buy-back programme of AS Silvano Fashion Group; 6. Calling back and appointment of supervisory board members of AS Silvano Fashion Group. II Proposals of the Management Board and the Supervisory Board The Management Board and the Supervisory Board make the following proposals to the shareholders with regard to the agenda: 1. Approval of the 2014 Annual Report of AS Silvano Fashion Group Proposal of the Management Board and the Supervisory Board: 1.1. To approve the 2014 Annual Report of AS Silvano Fashion Group. 2. Distribution of the 2014 profit of AS Silvano Fashion Group Proposal of the Management Board and the Supervisory Board: 2.1. To approve the profit of the 2014 financial year in amount of EUR 9,097,000; 2.2. To make no allocations from the 2014 profit of AS Silvano Fashion Group into the reserve capital of AS Silvano Fashion Group. Following the reduction of the share capital, the reserve capital of AS Silvano Fashion Group will correspond to the requirements provided in Article 336(2) of the Estonian Commercial Code; 2.3. To distribute the profit by paying dividends to the shareholders of AS Silvano Fashion Group as follows: 2.3.1. The list of shareholders of AS Silvano Fashion Group entitled to profit distribution shall be fixed on 13th of July 2015 at 11:59 p.m. 2.3.2. EUR 0.10 (ten eurocents) per share shall be payable to the entitled shareholders as a dividend at the latest on 15th of July 2015; 2.4. To allocate the rest of the profit of AS Silvano Fashion Group from the 2014 financial year into the undistributed profit of previous periods. 3. Election of the auditor of AS Silvano Fashion Group for 2015 fiscal year and determination of auditor’s fee Proposal of the Management Board and the Supervisory Board: 3.1. To elect audit company AS PricewaterhouseCoopers (registry code 10142876, address Pärnu mnt 15, 10141 Tallinn) as the auditor of AS Silvano Fashion group, whose authorities shall be valid until the next ordinary general meeting of AS Silvano Fashion Group; 3.2. To authorize the Management Board of AS Silvano Fashion Group to sign an auditing agreement with the audit company AS PricewaterhouseCoopers for the auditing of AS Silvano Fashion Group 2015 business activities at a price that does not exceed the price paid for the auditing services of AS Silvano Fashion Group in 2014 fiscal year. 4. Reduction of the share capital of AS Silvano Fashion Group Proposal of the Management Board and the Supervisory Board: 4.1. The reason for reducing the share capital of AS Silvano Fashion Group is a need to reduce the share capital of AS Silvano Fashion Group and to cancel the 1,000,000 own shares acquired within the own share buy-back programme as approved by the shareholders of AS Silvano Fashion Group on 30th of June 2014; 4.2. The share capital of AS Silvano Fashion Group shall be reduced by EUR 300,000 from the former EUR 11,700,000 to EUR 11,400,000; 4.3. Upon the reduction of the share capital of AS Silvano Fashion Group, the 1,000,000 own shares acquired within the own share buy-back programme as approved by the shareholders of AS Silvano Fashion Group on 30 June 2014 shall be cancelled; 4.4. Upon the reduction of the share capital of AS Silvano Fashion Group, the share capital of AS Silvano Fashion Group shall be divided into 38,000,000 shares with the nominal value of EUR 0.30. 5. Determination of the conditions of the own share buy-back programme of AS Silvano Fashion Group Proposal of the Management Board and the Supervisory Board: 5.1. To approve the own share buy-back program of AS Silvano Fashion Group on the following conditions: 5.1.1. The sole purpose of the buy-back programme of own shares of AS Silvano Fashion Group is the reduction of the share capital of AS Silvano Fashion Group; 5.1.2. AS Silvano Fashion Group shall have a right to buy back own shares with one transaction or in parts within the time period from 30 June 2015 until 29 June 2016; 5.1.3. AS Silvano Fashion Group shall have a right to buy back maximum of 1,000,000 own shares; 5.1.4. The maximum price at which AS Silvano Fashion Group may buy back its own shares within the own share buy-back programme is EUR 2.00 per share; 5.1.5. The acquired own shares shall be acquired from the assets that exceed the registered share capital, reserve capital and share premium of AS Silvano Fashion Group; 5.1.6. The sum of the nominal values of the own shares acquired within the buy-back programme and of the previously acquired own shares of AS Silvano Fashion Group may not exceed 10% of the share capital of AS Silvano Fashion Group; 5.1.7. To authorize the Management Board of AS Silvano Fashion Group, 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 Article 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 on the regulated market; 5.1.8. 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 with regard to exemptions for buy-back programmes and stabilisation of financial instruments; 5.1.9. To authorize the Management Board of AS Silvano Fashion Group to enter into a contract with an investment company or a credit institution as the organizer of the buy-back of own shares within one month from the determination of the conditions of the buy-back programme of own shares. 6. Calling back and appointment of supervisory board members of AS Silvano Fashion Group 6.1. To acknowledge that the powers of Mr. Risto Mägi and Mr. Stephan Balkin as supervisory board member ceased as of 05.03.2015 (included). To approve all transactions, activities and acts as members of the supervisory board during the period of 06.03.2015 until 29.06.2015 (included); 6.2. To extend the powers of Mr. Risto Mägi and Mr. Stephan Balkin as supervisory board members from 30.06.2015 until 29.06.2020. To extend the power of Mr. Ants Susi as supervisory board member from 07.07.2015 until 29.06.2020; 6.3. To continue with the remuneration plan of the supervisory board members as approved by the annual general meeting held on 30.06.2012. III Organizational questions The list of the 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 22 June 2015 at 11:59 p.m. (Estonian time). At the General Meeting, a shareholder is entitled to receive information from the Management Board about the activities of SFG. 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 interests of SFG. If the Management Board refuses to disclose information, the shareholder may demand from the General Meeting to adopt a resolution regarding to 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 item in the agenda in writing no later than 3 days before the General Meeting. Draft resolution regarding to the agenda items and other documents presented to the General Meeting (including annual report, report of the sworn auditor, profit distribution proposal and report of the Supervisory Board) 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 on business days 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, also a power of attorney. 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 resolutions regarding to 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) in case of representation on the basis of proxy, also a power of attorney. 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, verified by relevant institution. 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 business 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 Chairman 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 | |
