Published: 2019-06-19 11:15:00 CEST
Silvano Fashion Group
Minutes of extraordinary general meeting

Silvano Fashion Group decisions of the extraordinary general meeting of shareholders

The Management Board of AS Silvano Fashion Group, registry code 10175491, registered address Tulika 15/17, 10613 Tallinn, (hereinafter SFG) convenes an extraordinary general meeting of shareholders on 19 June 2019 at 10:00 (Estonian time) in Hilton Park Hotel conference hall “Atlantic City”, address Fr. R. Kreutzwaldi 23, 10147 Tallinn, Estonia.

The agenda of the Meeting contained the items set out in the notice of the Meeting published on May 27, 2019 via the information system of NASDAQ OMX Tallinn and Warsaw Stock Exchange, and on May 28, 2019 on the website of SFG and in the daily newspaper Eesti Päevaleht, including amendments to the Articles of Association and reduction of the share capital.    

The Meeting started at 10:00 and ended at 10:10. Twenty-two (22) shareholders attended the Meeting representing 22 345 072 votes, constituting 62,07% 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: Amendments to the Articles of Association

The meeting decided:

1.1.To amend Article 2.2 of the Articles of Association and introduce it in the following wording: “All shares of the Company are registered shares. The nominal value of a registered share is 0.10 (ten) cents. One share gives 1 (one) vote at the General Meeting.
1.2. To approve the new version of the Articles of Association.

Tabulation of the votes:
For:                 22 340 119 votes, representing 99,98% of the votes of the EGM;
Against:          0 votes, representing 0% of the votes of the EGM;
Impartial:        4 953 votes, representing 0,02% of the votes of the EGM;
Did not vote:   0 votes, representing 0% of the votes of the EGM. 

Item 2: Reduction of the share capital of AS Silvano Fashion Group

Proposal of the Management Board and the Supervisory Board:

2.1. The share capital shall be reduced by a reduction of the nominal value of the shares by EUR 0.10 per share

2.2. To reduce the share capital, make a payment to the shareholders in the amount of EUR 0.10 per share. No payments will be made to the Company for its own shares. The disbursement shall be made to the shareholders not earlier than three months after entry of the reduction of share capital in the commercial register, provided that the claims submitted by the creditors in due time are secured or satisfied.

2.3. The share capital shall be reduced in connection with the adjustment of the Company's capital structure and finally the Company's share capital shall be consistent with the Company's strategic objectives. The amount of the reduced share capital is in accordance with the requirements arising from law and the Articles of Association of the Company. Following the decision, the new share capital will amount to EUR 3,600,000, divided into 36,000,000 shares with a nominal value of EUR 0.10 per share.

2.4. The list of shareholders entitled to the payment of share capital shall be fixed on 04.07.2019. at the end of the working day. Ex-date of the rights attached to the shares is 03.07.2019; as of that date, the acquirer is not entitled to receive any reduction in share capital.

Tabulation of the votes:
For:                 22 342 069 votes, representing 99,99% of the votes of the EGM;
Against:          0 votes, representing 0% of the votes of the EGM;
Impartial:        3 votes, representing 0% of the votes of the EGM;
Did not vote:   3 000 votes, representing 0,01% of the votes of the EGM. 

Jarek Särgava
Member of the Board
Silvano Fashion Group
E-mail: info@silvanofashion.com
Tel: +372 684 5000; Fax: +372 684 5300
Address: Tulika 15/17, 10613 Tallinn, Estonia
http://www.silvanofashion.com