Published: 2018-06-28 14:05:00 CEST
Silvano Fashion Group
Minutes of annual general meeting

Silvano Fashion Group decisions of the annual general meeting of shareholders

The annual general meeting of shareholders of AS Silvano Fashion Group (hereinafter SFG) was held on June 28, 2018, at 10:00 noon at Radisson Blu Hotel Olümpia conference hall “Gamma” (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, 2018 via the information system of NASDAQ OMX Tallinn and Warsaw Stock Exchange, and on June 6, 2018 on the website of SFG and in the daily newspaper Eesti Päevaleht, including adoption of the 2017 Annual Report, distribution of profit, election of the auditor, reduction of the share capital, amendments to the Articles of Association and extension of authority of the member of the supervisory board.    

The Meeting started at 10:00 and ended at 10:30. Thirty two (32) shareholders attended the Meeting representing 20 173 513 votes, constituting 56.04% 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 2017 Annual Report of SFG

The Meeting decided: 

1. To approve the Annual Report of SFG for 2017 financial year.    

Tabulation of the votes:
For:                20 162 997 votes, representing 99.95% of the votes of the AGM;
Against:          0 votes, representing 0% of the votes of the AGM;
Impartial:        0 votes, representing 0% of the votes of the AGM;
Did not vote:  10 516 votes, representing 0.05% of the votes of the AGM. 
 

Item 2: Distribution of the 2017 profit of SFG

The meeting decided:  

2.1. To approve the profit of the 2017 financial year in amount of EUR 10 914 000;

2.2. To make no allocations from the 2017 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. Shareholders entitled to dividends include persons entered in the Company’s share register on 17 July 2018 as at the end of the working day of the settlement system. The ex-date is 16 July 2018; as of this date a person who acquired shares is not entitled to dividends for the 2017 financial year.

2.3.2. EUR 0.20.- per share shall be payable to the entitled shareholders as a dividend at the latest on 24 July 2018;

2.4 To allocate the rest of the profit of AS Silvano Fashion Group from the 2017 financial year into the undistributed profit of previous periods.

Tabulation of the votes:
For:                20 173 513 votes, representing 100% of the votes of the AGM;
Against:          0 votes, representing 0% of the votes of the AGM;
Impartial:        0 votes, representing 0% 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 AS Silvano Fashion Group for 2018 and 2019 fiscal years and determination of auditor’s fee

The meeting decided:

3.1. To elect audit company Ernst&Young Baltic AS (registry code 10877299, address Rävala puiestee 4, 10143 Tallinn) as the auditor 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 Ernst&Young Baltic for the auditing of AS Silvano Fashion Group 2018 and 2019 business activities.

Tabulation of the votes:
For:                20 166 513 votes, representing 99.97% of the votes of the AGM;
Against:          0 votes, representing 0% of the votes of the AGM;
Impartial:        7 000 votes, representing 0.03% 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. Mart Mutso for the 
             next term of authority starting from 1 July 2018 till 30 June 2023.

Tabulation of the votes:
For:                20 173 513 votes, representing 100% of the votes of the AGM;
Against:          0 votes, representing 0% of the votes of the AGM;
Impartial:        0 votes, representing 0% of the votes of the AGM;
Did not vote:  0 votes, representing 0% of the votes of the AGM. 
 

Item 5: Amendments to the Articles of Association

The meeting decided:

5.1. To amend the first sentence of Section 2.1 of the Articles of Association of the Company and approve the sentence of Section 2.1 in the following wording:

5.1.1. The minimum amount of the share capital of the Company shall be EUR three million six hundred thousand(3,600,000) and the maximum amount of the share capital shall be EUR fourteen million four hundred thousand (14,400,000).

5.2. To amend the second sentence of Section 2.2 of the Articles of Association of the Company and approve the second sentence of Section 2.2 in the following wording:

5.2.1. The nominal value of each share is 0.10 euros.

Tabulation of the votes:
For:                20 173 513 votes, representing 100% of the votes of the AGM;
Against:          0 votes, representing 0% of the votes of the AGM;
Impartial:        0 votes, representing 0% of the votes of the AGM;
Did not vote:  0 votes, representing 0% of the votes of the AGM. 

Item 6: Reduction of the share capital of SFG

The meeting decided:

6.1. The share capital will be decreased by reducing the book value of the shares by 0.20 euros per share.


6.2. Upon decrease of the share capital to make payments to the shareholders in the  amount of 0.20 euros per share. No payments shall be made to the Company for own shares. The payments to the shareholders shall be made no sooner than three months after the registration of the reduction of the share capital with the commercial register, but, at the latest, three months and 14 calendar days after the registration of the reduction of the share capital with the commercial register, provided that the claims of creditors who submitted their claims during the term are secured or satisfied.


6.3.    The share capital is decreased to improve the structure of capital in order to bring            the amount of the share capital into alignment with the volume of business and strategic goals. The reduced amount of the share capital is in compliance with the requirements set out by the legislation and the articles of association.

6.4.   The list of shareholders who shall be entitled to payments as a result of the decreasing of the share capital will be fixed as of 17 July 2018 as at the end of the working day of the settlement system. The ex-date is 16 July 2018: as of this date a person who acquired shares is not entitled to payments as a result of the decrease of share capital.

Tabulation of the votes:
For:                20 165 513 votes, representing 99.96% of the votes of the AGM;
Against:          0 votes, representing 0% of the votes of the AGM;
Impartial:        500 votes, representing 0.00% of the votes of the AGM;
Did not vote:  7 500 votes, representing 0.04% 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