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Silvano Fashion Group decisions of the annual general meeting of shareholders

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Tallinn, 2013-06-28 15:30 CEST (GLOBE NEWSWIRE) --


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:

For:           24 106 175 votes  100% of the votes represented at the meeting
Against:       0 votes           0% of the votes represented at the meeting  
Impartial:     0 votes           0% of the votes represented at the meeting  
Did not vote:  1 000 votes       0% of the votes represented at the meeting  

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:

For:           24 105 109 votes  99.99% of the votes represented at the meeting
Against:       0 votes           0% of the votes represented at the meeting    
Impartial:     1 066 votes       0% of the votes represented at the meeting    
Did not vote:  1 000 votes       0% of the votes represented at the meeting    

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:

For:           24 102 519 votes  99.98% of the votes represented at the meeting
Against:       0 votes           0% of the votes represented at the meeting    
Impartial:     66 votes          0% of the votes represented at the meeting    
Did not vote:  4 590 votes       0% of the votes represented at the meeting    

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:

For:           24 102 519 votes  99.98% of the votes represented at the meeting
Against:       0 votes           0% of the votes represented at the meeting    
Impartial:     66 votes          0% of the votes represented at the meeting    
Did not vote:  4 590 votes       0% of the votes represented at the meeting    

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:

For:           24 091 508 votes  99.94% of the votes represented at the meeting
Against:       0 votes           0% of the votes represented at the meeting    
Impartial:     11 077 votes      0.05% of the votes represented at the meeting 
Did not vote:  4 590 votes       0% of the votes represented at the meeting    

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:

For:           24 102 519 votes  99.98% of the votes represented at the meeting
Against:       0 votes           0% of the votes represented at the meeting    
Impartial:     66 votes          0.05% of the votes represented at the meeting 
Did not vote:  4 590 votes       0% of the votes represented at the meeting    

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:

For:           23 835 200 votes  99.87% of the votes represented at the meeting
Against:       70 200 votes      0.29% of the votes represented at the meeting 
Impartial:     197 185 votes     0.82% of the votes represented at the meeting 
Did not vote:  4 590 votes       0% of the votes represented at the meeting    

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:

For:           23 831 528 votes  98.86% of the votes represented at the meeting
Against:       70 247 votes      0.29% of the votes represented at the meeting 
Impartial:     200 810 votes     0.83% of the votes represented at the meeting 
Did not vote:  4 590 votes       0% of the votes represented at the meeting    

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: [email protected]
Tel: +372 684 5000; Fax: +372 684 5300
Address: Tulika 15/17, 10613 Tallinn, Estonia
http://www.silvanofashion.com