NOTICE TO CONVENE AN ANNUAL GENERAL MEETING OF SHAREHOLDERS OF SILVANO FASHION GROUP AND AGENDATallinn, Estonia, 2012-06-06 18:31 CEST --
The announcement of the annual general meeting, dated June 30, 2012, the Agenda and proposals
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 Saturday, 30th of June 2012 at 12:00 noon (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 11:30 a.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 2011 Annual Report
Proposal of the management board and supervisory board:
1.1. To approve the 2011 annual report of SFG.
2. Profit Distribution
Proposal of the management board and supervisory board:
2.1. To approve the profit of the 2011 financial year in amount of 21 501 000 euros;
2.2. To allocate 1 075 000 euros 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 13th 2012.
2.3.2. 0.25 euros per share is payable as a dividend to the entitled shareholders latest by July 20th, 2012.
3. Appointment of Auditor
Proposal of the management board and supervisory board:
3.1. To appoint AS PricewaterhouseCoopers (registry code 10142876, seat Pärnu mnt 15, Tallinn, 10141, Estonia) to serve as the auditor of the Company 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 2012 according to the offer of the audit company referred to in Section 3.1.
4. Cancellation of own shares
Proposal of the management board and supervisory board:
4.1. To cancel 100 000 own shares acquired in the framework of the share buy-back program, adopted according to the shareholders’ resolution from June 30th, 2011.
5. Amendment of the Articles of Association
Proposal of the management board and supervisory board:
5.1. To adopt the Articles of Association in the new redaction according to the proposal of the management board and the supervisory board.
6. Election of the new supervisory board member to replace the resigned member
Otto Tamme has submitted a letter of resignation from the supervisory board as of 05.04.2012. Proposal of the management board and the supervisory board:
6.1. To acknowledge the letter of resignation of Otto Tamme from the supervisory board, dated 05.04.2012;
6.2. To elect Toomas Tool as the new supervisory board member of SFG.
Toomas Tool has submitted his written acceptance on becoming the new supervisory board member of SFG.
7. Supervisory board remuneration
Proposal of the management board and supervisory board:
7.1. To amend the remuneration policy of the supervisory board members, approved by the shareholders’ meeting on 30.06.2011 as follows:
- To assign monthly gross remuneration of 2 500 euros for the chairman of the supervisory board;
- To retain the previous remuneration of the supervisory board members, i.e. a monthly gross remuneration of 1 000 euros.
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 a 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, the shareholder may demand the general meeting to adopt a resolution regarding the lawfulness of the information request or file a petition to a court of law within two weeks of the general meeting 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 of the general meeting, 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).
Draft resolution regarding to the agenda items submitted by the shareholders and other documents presented to the general meeting (including annual report, report of the sworn auditor, profit distribution proposal, report of the supervisory board, draft resolutions presented by the supervisory board and management and draft articles of association) are available for examination on every working day as of the notification of the general meeting 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 the day of the general meeting the materials related to the agenda of the general meeting are available for examination at the venue of the general meeting as of 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 natural 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 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 the Article 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 must be submitted to participate in the general meeting:
- the shareholders who are natural 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 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 that documents in foreign language be accompanied by the translation into Estonian.
Prior to the general meeting the 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 ordinary general meeting shall be fixed 7 days before the date of the general meeting, i.e. as of June 23, at 11:59 p.m. (Estonian time).
Märt Meerits
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
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