SFG: Silvano Fashion Group decisions of the annual general meeting of shareholders
The agenda of the Meeting contained the items set out in the notice of the Meeting published on June 4, 2015 via the information system of NASDAQ OMX Tallinn and Warsaw Stock Exchange, on the website of SFG, and on June 5, 2015 in the daily newspaper Eesti P?evaleht, including adoption of the 2014 Annual Report, distribution of profit, election of the auditor, reduction of the share capital, adoption of the own share buy-back program and calling back and appointment of supervisory board members.
The Meeting started at 12:00 and ended at 13:15. Thirty nine (39) shareholders attended the Meeting representing 23 927 903 votes, constituting 62.97% 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 2014 Annual Report of SFG
The Meeting decided:
1.1. To approve the Annual Report of SFG for 2014 financial year.
Tabulation of the votes:
| For: | 23 923 348 votes, representing 99.98% of the votes of the AGM and 61.34% from the share capital |
| Against: | 0 votes, representing 0% of the votes of the AGM and 0% from the share capital |
| Impartial: | 4 555 votes, representing 0.02% of the votes of the AGM and 0% from the share capital |
| Did not vote: |
0 votes, representing 0% of the votes of the AGM and 0% from the share capital |
Item 2: Distribution of the 2014 profit of SFG
The meeting decided:
2.1. To approve the profit of the 2014 financial year in amount of EUR 9,097,000;
2.2. To make no allocations from the 2014 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. The list of shareholders of AS Silvano Fashion Group entitled to profit distribution shall be fixed on 13th of July 2015 at 11:59 p.m.
2.3.2. EUR 0.10 (ten eurocents) per share shall be payable to the entitled shareholders as a dividend at the latest on 15th of July 2015;
2.4. To allocate the rest of the profit of AS Silvano Fashion Group from the 2014 financial year into the undistributed profit of previous periods.
Tabulation of the votes:
| For: | 23 923 248 votes, representing 99.98% of the votes of the AGM and 61.34% from the share capital |
| Against: | 3 690 votes, representing 0.02% of the votes of the AGM and 0% from the share capital |
| Impartial: | 965 votes, representing 0% of the votes of the AGM and 0% from the share capital |
| Did not vote: |
0 votes, representing 0% of the votes of the AGM and 0% from the share capital |
Item 3: Election of the auditor of SFG for 2015 fiscal year and determination of auditor’s fee
The meeting decided:
3.1. To elect audit company AS PricewaterhouseCoopers (registry code 10142876, address P?rnu mnt 15, 10141 Tallinn) as the auditor of AS Silvano Fashion group, whose authorities shall be valid until the next ordinary general meeting 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 PricewaterhouseCoopers for the auditing of AS Silvano Fashion Group 2015 business activities at a price that does not exceed the price paid for the auditing services of AS Silvano Fashion Group in 2014 fiscal year.
Tabulation of the votes:
| For: | 23 923 891 votes, representing 99.98% of the votes of the AGM and 61.34% from the share capital |
| Against: | 0 votes, representing 0% of the votes of the AGM and 0% from the share capital |
| Impartial: | 4 012 votes, representing 0.02% of the votes of the AGM and 0% from the share capital |
| Did not vote: |
0 votes, representing 0% of the votes of the AGM and 0% from the share capital |
Item 4: Reduction of the share capital of SFG
The meeting decided:
4.1. The reason for reducing the share capital of AS Silvano Fashion Group is a need to reduce the share capital of AS Silvano Fashion Group and to cancel the 1,000,000 own shares acquired within the own share buy-back programme as approved by the shareholders of AS Silvano Fashion Group on 30th of June 2014;
4.2. The share capital of AS Silvano Fashion Group shall be reduced by EUR 300,000 from the former EUR 11,700,000 to EUR 11,400,000;
4.3. Upon the reduction of the share capital of AS Silvano Fashion Group, the 1,000,000 own shares acquired within the own share buy-back programme as approved by the shareholders of AS Silvano Fashion Group on 30 June 2014 shall be cancelled;
4.4. Upon the reduction of the share capital of AS Silvano Fashion Group, the share capital of AS Silvano Fashion Group shall be divided into 38,000,000 shares with the nominal value of EUR 0.30.
Tabulation of the votes:
| For: | 23 926 938 votes, representing 100% of the votes of the AGM and 61.35% from the share capital |
| Against: | 0 votes, representing 0% of the votes of the AGM and 0% from the share capital |
| Impartial: | 965 votes, representing 0% of the votes of the AGM and 0% from the share capital |
| Did not vote: |
0 votes, representing 0% of the votes of the AGM and 0% from the share capital |
Item 5: Determination of the conditions of the own share buy-back programme of SFG
The meeting decided:
5.1. To approve the own share buy-back program of AS Silvano Fashion Group on the following conditions:
5.1.1. The sole purpose of the buy-back programme of own shares of AS Silvano Fashion Group is the reduction of the share capital of AS Silvano Fashion Group;
5.1.2. AS Silvano Fashion Group shall have a right to buy back own shares with one transaction or in parts within the time period from 30 June 2015 until 29 June 2016;
5.1.3. AS Silvano Fashion Group shall have a right to buy back maximum of 1,000,000 own shares;
5.1.4. The maximum price at which AS Silvano Fashion Group may buy back its own shares within the own share buy-back programme is EUR 2.00 per share;
5.1.5. The acquired own shares shall be acquired from the assets that exceed the registered share capital, reserve capital and share premium of AS Silvano Fashion Group;
5.1.6. The sum of the nominal values of the own shares acquired within the buy-back programme and of the previously acquired own shares of AS Silvano Fashion Group may not exceed 10% of the share capital of AS Silvano Fashion Group;
5.1.7. To authorize the Management Board of AS Silvano Fashion Group, 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 Article 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 on the regulated market;
5.1.8. 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 with regard to exemptions for buy-back programmes and stabilisation of financial instruments;
5.1.9. To authorize the Management Board of AS Silvano Fashion Group to enter into a contract with an investment company or a credit institution as the organizer of the buy-back of own shares within one month from the determination of the conditions of the buy-back programme of own shares.
Tabulation of the votes:
| For: | 23 915 952 votes, representing 99.95% of the votes of the AGM and 61.32% from the share capital |
| Against: | 3 590 votes, representing 0.02% of the votes of the AGM and 0% from the share capital |
| Impartial: | 8 361 votes, representing 0.03% of the votes of the AGM and 0.02% from the share capital |
| Did not vote: |
0 votes, representing 0% of the votes of the AGM and 0% from the share capital |
Item 6: Calling back and appointment of supervisory board members of SFG
The meeting decided:
6.1. To acknowledge that the powers of Mr. Risto M?gi and Mr. Stephan Balkin as supervisory board member ceased as of 05.03.2015 (included). To approve all transactions, activities and acts as members of the supervisory board during the period of 06.03.2015 until 29.06.2015 (included);
6.2. To extend the powers of Mr. Risto M?gi and Mr. Stephan Balkin as supervisory board members from 30.06.2015 until 29.06.2020. To extend the power of Mr. Ants Susi as supervisory board member from 07.07.2015 until 29.06.2020;
6.3. To continue with the remuneration plan of the supervisory board members as approved by the annual general meeting held on 30.06.2012.
Tabulation of the votes:
| For: | 19 741 035 votes, representing 82.50% of the votes of the AGM and 50.62% from the share capital |
| Against: | 4 101 856 votes, representing 17.14% of the votes of the AGM and 10.52% from the share capital |
| Impartial: | 85 012 votes, representing 0.36% of the votes of the AGM and 0.22% from the share capital |
| Did not vote: |
0 votes, representing 0% of the votes of the AGM and 0% from the share capital |
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.
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