Market announcement

Title

AS SILVANO FASHION GROUP Notice, agenda and proposals for convening the annual general meeting of shareholders

Message

The  Management  Board  of  AS  Silvano  Fashion Group, registry code 10175491,
location  Tulika 17, 10613 Tallinn,  (hereinafter also  SFG) convenes the Annual
General Meeting of Shareholders on June 30, 2020 at 09:00, which will take place
at  the  Hilton  Tallinn  Park  Conference  Hall  "Grand  Ballroom",  At  Fr. R.
Kreutzwaldi 23, 10147 Tallinn, Estonia.

Registration of the participants of the general meeting starts at 08:30 at the
place of the meeting.


I AGENDA
According to the SFG Council on May 22, 2020. the following agenda of the annual
general meeting of shareholders has been approved by the resolution:


1. Approval of the annual report of AS Silvano Fashion Group for 2019;
2. Distribution of the profit of AS Silvano Fashion Group in 2019;
3. Amendment of the Articles of Association;
4. Removal of members of the supervisory board from the supervisory board and
election of members of the supervisory board;
5. Appointment of the auditor of AS Silvano Fashion Group in 2020 and 2022 for
the financial years and determination of the auditor's fee.

PROPOSALS FROM THE BOARD AND THE COUNCIL


The Management Board and the Supervisory Board of SFG make the following
proposals to the shareholders regarding the agenda:


1. Approval of the 2019 annual report of AS Silvano Fashion Group


Proposal of the Management Board and the Supervisory Board:
1.1. To approve the 2019 annual report of AS Silvano Fashion Group.


2. Distribution of the profit of AS Silvano Fashion Group in 2019


Proposal of the Management Board and the Supervisory Board:

2.1. To approve the net profit of AS Silvano Fashion Group for the financial
year 2019 of 10,663,000 euros.

2.2. Not to separate AS Silvano Fashion Group in 2019. funds from the net profit
of the financial year to the reserve capital of AS Silvano Fashion Group or to
other reserves prescribed by law or the articles of association.


2.3. Leave the net profit undistributed and include the net profit of the
financial year 2019 in retained earnings.

3. Amendment of the Articles of Association


3.1. Annul Article 5.7 of the Articles of Association which includes: The public
limited company may be represented in all legal transactions only by two members
of the Management Board jointly.
3.2. To approve the new Articles of Association of the Company in the wording
attached to this notice.


4. Recall all members of the supervisory board and elect new members of the
supervisory board

4.1. To recall Toomas Tool, Mart Mutso, Risto Mägi, Triin Nellis and Stephan
David Balkin from the Supervisory Board of SFG.
4.2. To elect Toomas Tool, Mari Tool, Risto Mägi, Triin Nellis and Stephan David
Balkin as members of the Supervisory Board of SFG for the next 5-year period
until June 30, 2025.

5. Election of the auditor


5.1. To appoint the auditing company Ernst & Young Baltic AS (registry code
10877299, located at Rävala puiestee 4, 10143 Tallinn) as the auditor of AS
Silvano Fashion Group;

5.2. To authorize the Management Board of AS Silvano Fashion Group to enter into
an audit service agreement with the auditing company AS Ernst & Young Baltic for
auditing the economic activities of AS Silvano Fashion Group 2020 and 2022.

III Organizational questions

The  list  of  the  shareholders  entitled  to  participate in the extraordinary
general  meeting shall be  fixed 7 days prior  to the date  of the Extraordinary
General  Meeting,  i.e.  on  23 June  2020 as  at  the end of the working day of
the settlement system. (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 17, Tallinn on business days from 10 a.m.
until 3 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 294(1) 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  10 a.m. to  3 p.m. (Estonian  time) or  via mail  to AS Silvano Fashion
Group,  Tulika  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 6845 000).

Jarek Särgava
Member of the Board
Silvano Fashion Group
E-mail: [email protected]
Tel: +372 684 5000; Fax: +372 684 5300
Address: Tulika 17, 10613 Tallinn, Estonia
http://www.silvanofashion.com