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

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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 28 June 2018 at 10:00 (Estonian time)
in  Radisson  Blu  Hotel  Olümpia  conference  hall  "Gamma",  address Liivalaia
33, 10118 Tallinn, Estonia.

The  registration  of  participants  of  the  General  Meeting  starts at 09:30
(Estonian time) at the venue of the meeting.

I Agenda

Pursuant  to the resolution adopted by the  SFG Group's Supervisory Board on 22
May 2018, the general meeting will have the following agenda:

 1. Approval of the 2017 Annual Report of AS Silvano Fashion Group;
 2. Distribution of the 2017 profit of AS Silvano Fashion Group;
 3. Election of the auditor of AS Silvano Fashion Group for 2018 and 2019 fiscal
    years and determination of auditor's fee;
 4. Extension of authority of the member of the supervisory board;
 5. Amendments to the Articles of Association;
 6. Reduction of the share capital 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 2017 Annual Report of AS Silvano Fashion Group

Proposal of the Management Board and the Supervisory Board:

1. To approve the 2017 Annual Report of AS Silvano Fashion Group
2. Distribution of the 2017 profit of AS Silvano Fashion Group

Proposal of the Management Board and the Supervisory Board:

2.1. To  approve  the  profit  of  the  2017 financial  year  in  amount  of EUR
10 914 000;
2.2. To  make no  allocations from  the 2017 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. Shareholders  entitled  to  dividends  include  persons  entered  in  the
Company's  share register  on 17 July  2018 as at  the end of the working day of
the settlement system. The ex-date is 16 July 2018; as of this date a person who
acquired shares is not entitled to dividends for the 2017 financial year.
2.3.2. EUR  0.20.- per share shall be payable  to the entitled shareholders as a
dividend at the latest on 24 July 2018;
2.4. To  allocate the rest  of the profit  of AS Silvano  Fashion Group from the
2017 financial year into the undistributed profit of previous periods.

3. Election  of the auditor of AS Silvano Fashion Group for 2018 and 2019 fiscal
years and determination of auditor's fee

Proposal of the Management Board and the Supervisory Board:

3.1. To  elect  audit  company  Ernst&Young  Baltic AS (registry code 10877299,
address  Rävala puiestee 4, 10143 Tallinn) as the  auditor 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 Ernst&Young Baltic for the auditing
of AS Silvano Fashion Group 2018 and 2019 business activities.

4. Extension of authority of the member of the supervisory board

Proposal of the Management Board and the Supervisory Board:

4.1 To  extend authority of the supervisory board  member Mr. Mart Mutso for the
next term of authority starting from 1 July 2018 till 30 June 2023.

5. Amendments to the Articles of Association

To amend the articles of Association due to the reason that the share capital of
the Company will be changed:
5.1. To  amend the first sentence of  Section 2.1 of the Articles of Association
of the Company and approve the sentence of Section 2.1 in the following wording:
5.1.1. The minimum amount of the share capital of the Company shall be EUR three
million  six hundred  thousand(3,600,000) and  the maximum  amount of  the share
capital shall be EUR fourteen million four hundred thousand (14,400,000).
5.2. To  amend the second sentence of Section 2.2 of the Articles of Association
of  the Company and approve the second  sentence of Section 2.2 in the following
wording:
5.2.1. The nominal value of each share is 0.10 euros.
5.3. To approve the new version of the Articles of Association as attached.

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

Proposal of the Management Board and the Supervisory Board:

6.1. The  share capital  will be  decreased by  reducing the  book value  of the
shares by 0.20 euros per share.
6.2. Upon  decrease of the share capital to make payments to the shareholders in
the   amount of 0.20 euros per  share. No payments shall  be made to the Company
for  own shares. The payments  to the shareholders shall  be made no sooner than
three  months after the registration of the  reduction of the share capital with
the  commercial register, but, at the  latest, three months and 14 calendar days
after the registration of the reduction of the share capital with the commercial
register,  provided  that  the  claims  of  creditors who submitted their claims
during the term are secured or satisfied.
6.3. The share capital is decreased to improve the structure of capital in order
to  bring            the  amount of  the share  capital into  alignment with the
volume  of business and strategic goals. The reduced amount of the share capital
is  in  compliance  with  the  requirements  set  out by the legislation and the
articles of association.
6.4. The  list of shareholders who shall be  entitled to payments as a result of
the  decreasing of  the share  capital will  be fixed  as of  17 July 2018 as at
the end of  the working  day of  the settlement  system.  The ex-date is 16 July
2018: as  of this date a person who  acquired shares is not entitled to payments
as a result of the decrease of share capital.

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
21 June   2018 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  15/17, 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 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 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 15/17, 10613 Tallinn, Estonia
http://www.silvanofashion.com

Attachment

  * SFG põhikirja redaktsioon kinnitamiseks üldkoosolekul (https://prlibrary-
    eu.nasdaq.com/Resource/Download/83a782a2-d96b-4699-b120-b24bb703b2d9)