Silvano Fashion Group
Minutes of annual general meeting

Silvano Fashion Group decisions of the annual general meeting of shareholders

Tallinn, 2013-06-28 15:30 CEST --  

The annual general meeting of shareholders of AS Silvano Fashion Group (hereinafter SFG) was held on June 28, 2013, at 12:00 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 6, 2013 via the information system of NASDAQ OMX Tallinn and Warsaw Stock Exchange, on the website of SFG at http://www.silvanofashion.com/investors/shareholders-meetings.html, and on June 7, 2013 in the daily newspaper Eesti Päevaleht, including adoption of the 2012 Annual Report, distribution of profit, amendment of the Articles of Association in connection with the share capital reduction and adoption of the new version of the Articles of Association, reduction of the share capital, adoption of the own share buy-back program, recalling of Pavel Daneyko from the Supervisory Board, election of Mart Mutso as the new member of the Supervisory Board, election of the auditor.    

The Meeting started at 12:00 and ended at 13:15. Forty eight (48) shareholders attended the Meeting representing 24 107 175 votes, constituting 61.19% of the share capital. 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:

1. Item: Adoption of the 2012 Annual Report

The Meeting decided: 
1.1. To approve the Annual Report of SFG for 2012 financial year.    

Tabulation of the votes:

2. Item: Distribution of profit

The Meeting decided: 
2.1. To approve the profit of the 2012 financial year in the amount of EUR 14,151,000;
2.2. To make no allocations from the profit into the reserves of the Company. Following the reduction of the share capital the reserves of the Company will be sufficient for fulfilling the requirement of § 336.2 of the Commercial Code;
2.3. To distribute the profit by paying dividends to the shareholders as follows:
2.3.1. The list of shareholders entitled for profit distribution shall be fixed on 12.07.2013, at 11:59 p.m.;
2.3.2. EUR 0.10 per share is payable to the entitled shareholders as a dividend latest on 15.07.2013.
2.4. To allocate the rest of the profit into the undistributed profit.   

Tabulation of the votes:

3. Item: Amendment of the Articles of Association in connection with the share capital reduction and adoption of the new version of the Articles of Association

The Meeting decided: 
3.1. To amend clause 2.1. of the Articles of Association and to enact it in the following wording:  
“2.1. The minimum share capital of the Company is EUR 4,500,000 (four million and five hundred thousand euros) and the maximum share capital of the Company is 18,000,000 (eighteen million euros)”.
3.2. To amend clause 2.2. of the Articles of Association and to enact it in the following wording:
“2.2. All the shares of the Company are registered shares. The nominal value of a registered share is 30 (thirty) cents. One share gives 1 (one) vote at the General Meeting”.
3.3. To adopt the new version of the Articles of Association of SFG in the wording proposed by the Supervisory Board.  

Tabulation of the votes: 

4. Reduction of the share capital 

The Meeting decided: 
4.1. To reduce the share capital of SFG as follows:
4.1.1. The share capital shall be reduced by EUR 3,940,000 from the former EUR 15,760,000 to EUR 11,820,000;
4.1.2. The share capital shall be reduced by reducing the nominal value of the shares by EUR 0.10 from the former EUR 0.40 to EUR 0.30. No shares shall be cancelled in the course of the share capital reduction;
4.1.3. The new size of the share capital after the reduction of the share capital shall be EUR 11,820,000, which is divided into 39,400,000 shares with the nominal value of EUR 0.30; 
4.1.4. The reduction of share capital shall be carried out with effecting of payments to the shareholders;
4.1.5. The reason for the reduction of share capital is the necessity to carry out monetary payments to the shareholders from the share capital of SFG;
4.1.6. The monetary payments in the amount of EUR 0.10 per share, related to the reduction of share capital shall be effected to the shareholders latest within 3 (three) months after the registration of the reduction of share capital in the Commercial Register;
4.1.7. List of shareholders entitled for the payments from the reduction of share capital shall be fixed on 12.07.2013, at 11:59 p.m.

Tabulation of the votes:

5. Adoption of the own share buy-back program 

The Meeting decided: 
5.1. To adopt the own share buy-back program of AS Silvano Fashion Group on the following conditions:
5.1.1. The sole purpose of the program of buy-back of own shares is the reduction of share capital;
5.1.2. The Company shall have a right to buy back own shares within the period from 1 July 2013 until 30 June 2014;
5.1.3. The maximum amount of the shares that may be bought back is 400,000;
5.1.4. The maximum price at which the shares may be bought back is EUR 2.50 per share;
5.1.5. The acquired own shares shall be acquired from the assets that exceed the Company’s registered share capital, reserve capital and share premium;  
5.1.6. The sum of the nominal values of the own shares acquired within the buy-back program and of the previously acquired own shares of SFG shall not exceed 10% of the SFG’s share capital; 
5.1.7. To authorize SFG’s Management in the cases of extreme low liquidity on the market to exceed the limit of 25% of the average daily volume of the shares in any one day on the regulated market which is provided for in Art 5 subsection 2 of Commission Regulation (EC) No 2273/2003 and to buy back own shares within one day in the amount which does not exceed 50% of the average daily volume;   
5.1.8. To authorize the Management Board to designate an investment company or a credit institution as the organizer of the buy-back of own shares within one month from the adoption of the buy-back program of own shares; 5.1.9. The buy-back of own shares shall be carried out in accordance with the Commission Regulation (EC) No 2273/2003 dated 22 December 2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards exemptions for buy-back programmes and stabilisation of financial instruments.  

Tabulation of the votes:

6. Recalling of Pavel Daneyko from the Supervisory Board

The Meeting decided: 
6.1. In connection with the expiration of Mr. Pavel Daneyko’s term of office as the member of the Supervisory Board on 23 May 2013, not to extend Mr. Pavel Daneyko’s authorities of the Supervisory Board member and to recall Mr. Pavel Daneyko from the Supervisory Board of SFG. The authorities of Mr. Pavel Daneyko as the member of the Supervisory Board of SFG shall be deemed to have expired as of 24 May 2013.   

Tabulation of the votes:

7. Election of Mart Mutso as the new member of the Supervisory Board

The Meeting decided:  
7.1. To elect Mr. Mart Mutso as the new member of the Supervisory Board of SFG, whose term of office shall start on 1.07.2013 and expire on 30.06.2018.   

Tabulation of the votes:

8. Election of the auditor

The Meeting decided: 
8.1. To elect AS PricewaterhouseCoopers (registry code 10142876, address Pärnu mnt 15, 10141 Tallinn) as SFG’s auditor, whose authorities shall be valid until the next ordinary general meeting of shareholders;
8.2. To authorize the Management Board to sign with the audit company an audit agreement for the auditing of SFG’s 2013 business activities at a price, which does not exceed the price of the audit of the SFG’s 2012 annual report.   

Tabulation of the votes:

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 http://www.silvanofashion.com/investors/shareholders-meetings.html.

Märt Meerits
 
Member of board of 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