Market announcement

Title

Notice of convening the Annual General Meeting of shareholders, Agenda and Proposals

Message

The Management Board of AS Silvano Fashion Group, registry code 10175491,
registered address Tulika 15/17, 10613 Tallinn, (hereinafter SFG) convenes an
annual general meeting of shareholders on 29th of June 2016 at 12:00 noon
(Estonian time) in Radisson Blu Hotel Olümpia conference hall “Epsilon”,
address Liivalaia 33, 10118 Tallinn, Estonia. 



The registration of participants of the General Meeting starts at 11:30 a.m.
(Estonian time) at the venue of the meeting. 



I        Agenda

The agenda of the annual general meeting of shareholders is the following:

1.Approval of the 2015 Annual Report of AS Silvano Fashion Group;

2. Distribution of the 2015 profit of AS Silvano Fashion Group;

3. Election of the auditor of AS Silvano Fashion Group for 2016 fiscal year and
determination of auditor’s fee; 

4. Reduction of the share capital of AS Silvano Fashion Group;

5. Determination of the conditions of the own share buy-back programme of AS
Silvano Fashion Group; 



II       Proposals of the Management Board and the Supervisory Board

The Management Board and the Supervisory Board make the following proposals to
the shareholders with regard to the agenda: 

1. Approval of the 2015 Annual Report of AS Silvano Fashion Group


Proposal of the Management Board and the Supervisory Board:

1.1 To approve the 2015 Annual Report of AS Silvano Fashion Group.


2. Distribution of the 2015 profit of AS Silvano Fashion Group

Proposal of the Management Board and the Supervisory Board:

2.1. To approve the profit of the 2015 financial year in amount of EUR
9,689,000.- 

2.2. To make no allocations from the 2015 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 2016 at 11:59 p.m 

2.3.2. EUR 0.15.- per share shall be payable to the entitled shareholders as a
dividend at the latest on 15th of July 2016; 

2.4. To allocate the rest of the profit of AS Silvano Fashion Group from the
2015 financial year into the undistributed profit of previous periods. 



3. Election of the auditor of AS Silvano Fashion Group for 2016 fiscal year and
determination of auditor’s fee 

Proposal of the Management Board and the Supervisory Board:

3.1. To elect audit company AS PricewaterhouseCoopers (registry code 10142876,
address Pärnu 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 2016 business activities at a price that
does not exceed the price paid for the auditing services of AS Silvano Fashion
Group in 2015 fiscal year. 

4. Reduction of the share capital of AS Silvano Fashion Group

Proposal of the Management Board and the Supervisory Board:

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 29th of June 2015; 

4.2. The share capital of AS Silvano Fashion Group shall be reduced by EUR
300,000 from the former EUR 11,400,000 to EUR 11,100,000; 

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 29 June 2015 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 37,000,000
shares with the nominal value of EUR 0.30. 

5. Determination of the conditions of the own share buy-back programme of AS
Silvano Fashion Group 

Proposal of the Management Board and the Supervisory Board:

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 2016 until 29
June 2017; 

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 2.70.- 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. 

III     Organizational questions

The list of the shareholders entitled to participate in the ordinary general
meeting shall be fixed 7 days prior to the date of the General Meeting, i.e. on
22 June 2016 at 11:59 p.m. (Estonian time). 

At the General Meeting, a shareholder is entitled to receive information from
the Management Board about the activities of SFG. The Management Board may
decide to withhold information if there is a reason to believe that the
disclosure of information may cause significant damage to the interests of SFG.
If the Management Board refuses to disclose information, the shareholder may
demand from the General Meeting to adopt a resolution regarding to 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 ruling
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. 

The shareholders whose shares represent at least 1/20 of the share capital may
present their draft resolutions to each item in the agenda in writing no later
than 3 days before the General Meeting. 

Draft resolution regarding to the agenda items and other documents presented to
the General Meeting (including annual report, report of the sworn auditor,
profit distribution proposal and report of the Supervisory Board) 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 on business days 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 examine 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, also a
power of attorney. 

Documents and data which are disclosed according to Article 2941 of the
Estonian Commercial Code, including the Annual Report, report of the sworn
auditor, profit distribution proposal, report of the Supervisory Board, draft
resolutions regarding to the agenda items, data on the Company’s shares and
voting rights related to the shares as of the date of the notice on the
convening of the General Meeting 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) in case of
representation on the basis of proxy, also a power of attorney. 

Unless otherwise provided by a foreign agreement, a document issued by a
foreign authority shall be duly apostilled or legalized. Documents in foreign
language should be accompanied by the translation into Estonian, verified by
relevant institution. 

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
[email protected] 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
business day preceding the day of the General Meeting. 

For any information regarding the general meeting of the shareholders or the
agenda items, please contact Jarek Särgava (e-mail [email protected];
phone +372 684 5000). 





Jarek Särgava

Member of the Board

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