The annual general meeting of shareholders of AS Silvano Fashion Group (hereinafter SFG) was held on June 29, 2017, at 12:30 noon at Radisson Blu Hotel Olümpia conference hall “Epsilon” (Liivalaia 33, Tallinn, Estonia) (hereinafter Meeting).
The agenda of the Meeting contained the items set out in the notice of the Meeting published on June 5, 2017 via the information system of NASDAQ OMX Tallinn and Warsaw Stock Exchange, and on June 6, 2017 on the website of SFG and in the daily newspaper Eesti Päevaleht, including adoption of the 2016 Annual Report, distribution of profit, election of the auditor, reduction of the share capital, and extension of authority of the member of the supervisory board.
The Meeting started at 12:30 and ended at 13:00. Twenty eight (28) shareholders attended the Meeting representing 19 294 445 votes, constituting 53.60% of the voting rights of the company. Therefore the Meeting was eligible to pass resolutions regarding the items on the agenda of the Meeting.
The following resolutions were passed at the Meeting:
Item 1: Approval of the 2016 Annual Report of SFG
The Meeting decided:
1. To approve the Annual Report of SFG for 2016 financial year.
Tabulation of the votes: For: 19 293 480 votes, representing 99.99% of the votes of the AGM; Against: 0 votes, representing 0% of the votes of the AGM; Impartial: 965 votes, representing 0.01% of the votes of the AGM; Did not vote: 0 votes, representing 0% of the votes of the AGM.
Item 2: Distribution of the 2016 profit of SFG
The meeting decided:
2.1. To approve the profit of the 2016 financial year in amount of EUR 8,273,000; 2.2. To make no allocations from the 2016 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 13 July 2017 at 11:59 p.m. 2.3.2. EUR 0.20.- per share shall be payable to the entitled shareholders as a dividend at the latest on 19 July 2017; 2.4. To allocate the rest of the profit of AS Silvano Fashion Group from the 2016 financial year into the undistributed profit of previous periods.
Tabulation of the votes: For: 19 293 480 votes, representing 99.99% of the votes of the AGM; Against: 0 votes, representing 0% of the votes of the AGM; Impartial: 965 votes, representing 0.01% of the votes of the AGM; Did not vote: 0 votes, representing 0% of the votes of the AGM.
Item 3: Election of the auditor of SFG for 2017 fiscal year and determination of auditor’s fee
The meeting decided:
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 2017 business activities at a price that does not exceed the price paid for the auditing services of AS Silvano Fashion Group in 2016 fiscal year.
Tabulation of the votes: For: 19 289 190 votes, representing 99.97% of the votes of the AGM; Against: 4 290 votes, representing 0.02% of the votes of the AGM; Impartial: 965 votes, representing 0.01% of the votes of the AGM; Did not vote: 0 votes, representing 0% of the votes of the AGM.
Item 4: Extension of authority of the member of the supervisory board
The meeting decided:
4.1. To extend authority of the supervisory board member Mr. Toomas Tool for the next term of authority starting from 1 July 2017 till 30 June 2022. 4.2. To continiue with the renumeration plan of the supervisory board members as approved by the annual general meeting held on 30 June 2012. Tabulation of the votes: For: 17 381 239 votes, representing 90.08% of the votes of the AGM; Against: 617 987 votes, representing 3.20% of the votes of the AGM; Impartial: 5 355 votes, representing 0.03% of the votes of the AGM; Did not vote: 1 289 864 votes, representing 6.69% of the votes of the AGM.
Item 5: Reduction of the share capital of SFG
The meeting decided:
5.1. 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 29 June 2016; 5.2. The share capital of AS Silvano Fashion Group shall be reduced by EUR 300,000 from the former EUR 11,100,000 to EUR 10,800,000; 5.3. 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 29 June 2016 shall be cancelled; 5.4. Upon the reduction of the share capital of AS Silvano Fashion Group, the share capital of AS Silvano Fashion Group shall be divided into 36,000,000 shares with the nominal value of EUR 0.30.
Tabulation of the votes: For: 19 289 580 votes, representing 99.97% of the votes of the AGM; Against: 3 900 votes, representing 0.02% of the votes of the AGM; Impartial: 965 votes, representing 0.01% of the votes of the AGM; Did not vote: 0 votes, representing 0,00% of the votes of the AGM.
The resolutions were adopted at the Meeting following the procedure for passing of resolutions set forth in laws and in the Articles of Association of the Company.
The protocol of the meeting, and related documents shall be made available to investors within 1 (one) week from the Meeting at SFG website .
Jarek Särgava Silvano Fashion Group Member of the Board E-mail: info@silvanofashion.com Tel: +372 684 5000; Fax: +372 684 5300 Address: Tulika 15/17, 10613 Tallinn, Estonia http://www.silvanofashion.com
