The Annual General Meeting of shareholders of Skano Group AS (registry code 11421437, address 48 Suur-Jõe, Pärnu 80042) was held in Skano Group AS head office at 48 Suur-Jõe, Pärnu, Estonia, on 15 May 2017.
The general meeting started at 11.00 and ended at 12.15. The shares of the shareholders who attended the general meeting represented 3 015 396 votes, constituting 67,02 % of the share capital. Therefore, the general meeting was competent to pass resolutions regarding the items on the agenda.
Resolutions of general meeting:
1. Approval of the Annual Report 2016
To approve the Annual Report of the Company for 2016 prepared by the Management, which exposes the consolidated balance sheet value of 11,964 thousand euros as at 31.12.2016 and the net loss in the amount of 1,045 thousand in 2016.
2. Covering the loss from 2016
To transfer the loss in the amount of 1,045 thousand euros to the retained earnings.
3. Appointment and remuneration principles of auditor
To appoint AS PricewaterhouseCoopers (registry code: 10142876, address: Pärnu mnt 15, 10141 Tallinn) as the auditor of the Company for the financial years 2017-2019. Public accounting services will be paid for in accordance with the contract to be drawn up with the auditor.
4. Approval of conditions of share options
Pursuant to § 298 (2) and § 345 (1) of the Commercial Code to approve the conditions of share options to the members of the management board of Skano Group AS as follows:
4.1. Skano Group AS shall be entitled to issue up to 300 000 (three hundred thousand) share options until 31.12.2017. Every share option grants the entitled subject the right to buy 1 (one) share of Skano Group AS.
4.2. The Chairman of the management board of Skano Group AS shall be the entitled subject of the option.
4.3. If the entitled subject wishes to acquire the share options appointed thereto, he shall enter into a written option agreement with Skano Group AS no later than on 31.12.2017. If the entitled subject does not enter into the option agreement within the specified term, he loses the right to acquire the share options appointed thereto.
4.4. Application of the conditions of the share option programme and the procedure for the sale of share options shall be provided for in the option agreement entered into between Skano Group AS and the entitled subject. The representative of Skano Group AS upon signing the option agreement shall be the member of the supervisory board Joakim Johan Helenius.
4.5. The entitled subject of a share option shall be entitled to use the issued option starting from the 37th (thirty-seventh) calendar month after issue of the option. The entitled subject shall lose the right to use the share option if he leaves from the management board of Skano Group AS upon own initiative prior to the thirty-seventh calendar month after the issue of the option or if his board member contract is terminated upon the initiative of the supervisory board within 12 months after the issue of the option. The entitled subject shall have the right to use the share option to the extent of 1/3 if his board member contract is terminated within 13-24 months after the issue of the option and to the extent of 2/3 if his or her board member contract is terminated within 25-36 months after the issue of the option.
4.6. The entitled subject of a share option shall not have the right to transfer the share options issued thereto.
4.7. Up to 300 000 (three hundred thousand) shares of Skano Group AS shall be emitted to fulfil the conditions of the share option.
4.8. The price of one share option is 0.506 EUR (calculated as the average closing price of the Skano Group shares for the last 60 trading days before the announcement of given AGM, i.e. average closing shares prices from 19.01.2017 to 12.04.2017).
4.9. The final term of the share programme is 31.12.2020. The specific schedule of the share programme and the procedure for sale shall be determined by the supervisory board.
4.10. The pre-emptive right of shareholders to subscribe to new shares emitted to fulfil the conditions of the share option shall be precluded.
Torfinn Losvik
CEO & Chairman of the Management Board
Phone: + 372 56 99 09 88
E-mail: torfinn.losvik@skanogroup.com
