NOTICE TO CONVENE AN ANNUAL GENERAL MEETING OF SHAREHOLDERS AND AGENDATallinn, Eesti, 2011-06-08 18:00 CEST --
NOTICE AND AGENDA OF AN annual GENERAL MEETING TO BE HELD ON June 30, 2011
The management board of Aktsiaselts Silvano Fashion Group (registry code 10175491, registered address Tulika 15/17, 10613 Tallinn, hereinafter SFG) convenes an annual general meeting of shareholders on Thursday, 30th of June 2011 at 2:00 p.m. (Estonian time) in Radisson Blu Hotel Olümpia conference room “Epsilon”, address Liivalaia 33, Tallinn, Estonia.
The registration of participants of the general meeting starts at 1:30 p.m. (Estonian time) at the same location.
I Agenda
The supervisory board of SFG has approved the following agenda and proposals for the annual general meeting of shareholders:
1. Approval of the 2010 Annual Report
Proposal of the management board and supervisory board:
To vote for the approval of the 2010 annual report of SFG.
2. Profit Distribution
Proposal of the management board and supervisory board:
2.1. To approve the profit of the 2010 financial year in amount of 12 240 000 euros (191 514 000 Estonian Kroons);
2.2. To allocate 164 000 euros (2 566 000 Estonian Kroons) to the compulsory reserve.
2.3. To distribute the profit among the shareholders as follows:
2.3.1. The list of shareholders entitled for profit distribution shall be determined as at 11:59 p.m. on July 14th 2011.
2.3.2. 0.05 euros per share is payable as a dividend to the entitled shareholders latest by August 15th, 2011.
3. Appointment of Auditor
Proposal of the management board and supervisory board:
3.1. To appoint Deloitte Audit Eesti Ltd. as the auditor whose authority is valid until the next annual general meeting.
3.2. To authorise the management board to enter into the audit services agreement to audit the business activities of SFG in 2011 according to the offer of the audit company referred to in Section 3.1.
4. Amendments of the Remuneration of supervisory board members
Proposal of the supervisory board:
4.1. To revoke a bonus for all the supervisory board members jointly in the amount of 2.5 per cent from the dividend declared by the general meeting of SFG adopted under the agenda item No 6 of the general meeting of shareholders held on June 28, 2010.
4.2. This resolution shall enter into force retroactively for the 2011 financial year, i.e. from January 1, 2011.
5. Adoption of ‘Buy-Back’ Programme
Proposal of the management board and supervisory board:
According to the proposal of the management board, dated June 1, 2011, which was approved by the supervisory board on June 8, 2011, the supervisory board makes the proposal to pass a new Buy-Back Programme of the company’s own shares as follows:
5.1. To approve the results of the previous buy-back programme
5.2. To adopt the new Buy-Back Programme of Aktsiaselts Silvano Fashion Group (hereinafter also SFG) attached thereto;
5.3. The primary purpose of the new Buy-Back Programme is to reduce the share capital;
5.4. SFG is entitled to buy back its own shares starting from July 1, 2011 until June 30, 2012;
5.5. The total nominal value of own shares to be bought back by SFG may not exceed 10 % of the company’s and the nominal value of the treasury shares may not exceed 10 % of the company’s share capital;
5.6. The maximum price payable by SFG for one share will be 4.50 EUR (four euros and fifty cents);
5.7. The maximum amount payable by SFG for its own shares is 17 775 000 euros;
5.8. Own shares will be paid for with assets exceeding the share capital, compulsory reserves and share premium;
5.9. To authorise the management board, in the case of extreme low liquidity on the relevant market, to exceed the purchase limit of 25 per cent of the average daily volume of the shares provided for in Article 5(2) the Commission Regulation (EC) No 2273/2003 of 22 December 2003 and to purchase the SFG shares in a daily amount of up to 50 per cent of the average daily volume of the shares on the regulated market;
5.10. The Management Board of SFG shall have the right to appoint an investment firm or a credit institution as the lead manager of the buyback program of SFG within one month from the approval of this Buy-Back Programme;
5.11. Buyback of own shares will be implemented by SFG in accordance with the Commission Regulation (EC) No 2273/2003 of 22 December 2003 implementing Directive 2003/6/EC of the European Parliament and of the Council regarding exemptions for buyback programmes and stabilization of financial instruments. The description of the proposed share buy-back programme is published simultaneously with this announcement.
6. Reduction of Share Capital and Amendments of the Articles of Association related thereto
(This item shall be resolved only if the reduction of the share capital according to the resolution of March 17, 2011 is registered with the Commercial Register by the date of the Annual General Meeting)
On March 17, 2011 the General Meeting of shareholders decided to convert the share capital of the Company into euros and to reduce the share capital to 19 750 000 euros. If the reduction of the share capital according to the resolution of March 17, 2011 is registered with the Commercial Register by the date of the Annual General Meeting, the new amount of share capital shall be 19 750 000 euros, which is divided into 39 500 000 A‑shares with nominal value of 50 cents each share.
Subject to registration of reduction of the share capital according to the resolution of March 17, 2011, the management board and the supervisory board propose to reduce [further] the share capital and to adopt the amendments of the related Articles of Association necessary for reduction of the share capital as follows (the amendments of the Articles and the reduction of the share capital shall be decided together as one item):
6.1. To amend the second sentence of Section 2.2 and to formulate it as follows: „The nominal value of an A-share shall be 40 (forty) cents “;
6.2. To approve the amended Articles of Association, as attached to this resolution.
6.3. To reduce the share capital to 15 800 000 euros as follows:
6.3.1. The share capital shall be reduced by 3 950 000 euros to make payments to the shareholders;
6.3.2. The share capital shall be reduced by means of decreasing the nominal value of each share by 10 cents to 40 cents;
6.3.3. The shares shall not be cancelled in connection to the reduction of the share capital;
6.3.4. After the the reduction of the share capital the new amount of share capital shall be 15 800 000 euros, which is divided into 39 500 000 A‑shares with nominal value of 40 cents each share;
6.3.5. To pay to the shareholders 10 cents per each share for the reduction of the nominal value of share. This amount shall be paid to the shareholders not earlier than three months after entry of the reduction of share capital in the commercial register provided that the claims of creditors submitted during the term are secured or satisfied;
6.3.6 The list of shareholders entitled to receive the payment related to reduction of the nominal value of shares shall be fixed at 11:59 p.m. on September 1, 2011 (Estonian time).
II Documents and other information related to general meeting
At the general meeting, a shareholder is entitled to receive information about the Company's activities from the Company's management board. The management board may decide to withhold information if there is reason to believe that the disclosure of the information may cause significant damage to the Company's interests. If the management board refuses to disclose information, a shareholder may demand the general meeting to adopt a resolution regarding the lawfulness of the information request or file a petition with a court of law within two weeks requesting the court for the rule 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, if the respective request is submitted in writing at least 15 days prior to the general meeting, by close of business (5 p.m. Estonian time). The shareholders whose shares represent at least 1/20 of the share capital, may present their draft resolutions to each agenda item in writing no later than 3 days before the general meeting, by close of business (5 p.m. Estonian time).
The explanations regarding the agenda items submitted by the shareholders, other documents to be submitted to the general meeting are available for examination until the business day preceding the day of the general meeting at the headquarters of the Company at Tulika 15/17, Tallinn from 9 a.m. until 5 p.m. (Estonian time) on every working day. On the day of the general meeting the materials related to the agenda of the general meeting are available at the venue of the general meeting as from the opening of registration of participants until the end of the general meeting. In order to have access to the documents: (1) the shareholders who are physical 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 a 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, a power of attorney shall be presented.
Documents and data which are disclosed according to § 2941 of the Estonian Commercial Code, including the annual report, the draft articles of association and the templates of power of attorney are available on the homepage of the Company: http://www.silvanofashion.com.
The following documents shall be submitted to participate in the general meeting:
- the shareholders who are physical 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 a 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) a power of attorney shall be presented if necessary.
Unless otherwise provided by law, a document issued by a foreign authority shall be duly apostilled or legalized. It is recommended the documents in foreign language are accompanied by the translation into Estonian.
Prior to the general meeting a 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 info@silvanofashion.com 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 working 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 info@silvanofashion.com; phone +372 684 5000).
The list of shareholders entitled to participate in the extraordinary general meeting shall be fixed 7 days before the date of the general meeting, i.e. as of June 22, at 11:59 p.m. (Estonian time).
Märt Meerits
Member of the management board of
Aktsiaselts 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
|