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Pealkiri

Notice to convene the Annual General Meeting of Skano Group AS

Teade

The Annual General Meeting of Skano Group AS (registry code: 11421437, address:
Suur-Jõe 48, Pärnu 80042, hereinafter the Company) will be held on the 15th of
May 2016 at 11.am at the office of Skano Group AS at Suur-Jõe 48, Pärnu. 

The agenda of the General Meeting with the proposals of the Supervisory Board:

1. Approval of the Annual Report 2016

Proposal of the Supervisory Board: To approve the Annual Report of the Company
for 2016 prepared by the Management, which exposes the consolidated balance
sheet value of 11,964 thousand euros as at 31.12.2016 and the net loss in the
amount of 1,045 thousand in 2016. 

2. Covering the loss from 2016

Proposal of the Supervisory Board: Transfer the loss 1,045 thousand euros to
the retained earnings. 

3. Appointment and remuneration principles of auditor

Proposal of the Supervisory Board: To appoint AS PricewaterhouseCoopers
(registry code: 10142876, address: Pärnu mnt 15, 10141 Tallinn) as the auditor
of the Company for the financial years 2017-2019. Public accounting services
will be paid for in accordance with the contract to be drawn up with the
auditor. 

4. Approval of conditions of share options

Proposal of the supervisory board: Pursuant to § 298 (2) and § 345 (1) of the
Commercial Code to approve the conditions of share options to the members of
the management board of Skano Group AS as follows: 

4.1. Skano Group AS shall be entitled to issue up to 300 000 (three hundred
thousand) share options until 31.12.2017. Every share option grants the
entitled subject the right to buy 1 (one) share of Skano Group AS. 

4.2. The Chairman of the management board of Skano Group AS shall be the
entitled subject of the option. 

4.3. If the entitled subject wishes to acquire the share options appointed
thereto, he shall enter into a written option agreement with Skano Group AS no
later than on 31.12.2017. If the entitled subject does not enter into the
option agreement within the specified term, he loses the right to acquire the
share options appointed thereto. 

4.4. Application of the conditions of the share option programme and the
procedure for the sale of share options shall be provided for in the option
agreement entered into between Skano Group AS and the entitled subject. The
representative of Skano Group AS upon signing the option agreement shall be the
member of the supervisory board Joakim Johan Helenius. 

4.5. The entitled subject of a share option shall be entitled to use the issued
option starting from the 37th (thirty-seventh) calendar month after issue of
the option. The entitled subject shall lose the right to use the share option
if he leaves from the management board of Skano Group AS upon own initiative
prior to the thirty-seventh calendar month after the issue of the option or if
his board member contract is terminated upon the initiative of the supervisory
board within 12 months after the issue of the option. The entitled subject
shall have the right to use the share option to the extent of 1/3 if his board
member contract is terminated within 13-24 months after the issue of the option
and to the extent of 2/3 if his or her board member contract is terminated
within 25-36 months after the issue of the option. 

4.6. The entitled subject of a share option shall not have the right to
transfer the share options issued thereto. 

4.7. Up to 300 000 (three hundred thousand) shares of Skano Group AS shall be
emitted to fulfil the conditions of the share option. 

4.8. The price of one share option is 0.506 EUR (calculated as the average
closing price of the Skano Group shares for the last 60 trading days before the
announcement of given AGM, i.e. average closing shares prices from 19.01.2017
to 12.04.2017). 

4.9. The final term of the share programme is 31.12.2020. The specific schedule
of the share programme and the procedure for sale shall be determined by the
supervisory board. 

4.10. The pre-emptive right of shareholders to subscribe to new shares emitted
to fulfil the conditions of the share option shall be precluded. 

The documents of Annual Report of Skano Group AS, proposal for profit
allocation and auditor’s report to the Annual Report 2016 will be available at
the head office of the Company at Suur-Jõe 48, Pärnu, starting from 13.04.2017,
and on Company’s web site www.skano.com. 

 Information on the procedure for exercising the rights specified in the
Commercial Code § 287, § 293 (2) and (21) and § 293'1 (4) is published on the
website of the Company www.skano.com. 

 As of the date of publishing of the announcement, the share capital of Skano
Group AS is 2,699,436.60 euros. The company has 4,499,061 shares and each share
gives one vote. 

The date of closing the list of shareholders entitled to vote at the Annual
General Meeting will be May 8, 2017 at 23:59. 

Registration of the participants in the meeting will begin at 10:45.

To register yourself as a participant in the general meeting, please present:

a shareholder who is a sole proprietor – an identity document

a representative of a shareholder who is a sole proprietor – an identity
document and a written authorisation document 

a representative of a shareholder who is a legal person – valid certified copy
of the registry card (for legal persons in Estonia, certified no earlier than 7
days ago), which entitles the person to represent the shareholder, and an
identity document of the representative, or an authorisation document prepared
as required and an identity document of the representative. We request prior
legalisation or apostille certification of documents of a legal person
registered in a foreign country, unless stated otherwise in the international
agreement. Skano Group AS may register a shareholder who is a legal person of a
foreign country as a participant in the general meeting also in case all
required data on the legal person and the representative are included in the
notarised authorisation document issued to the representative in a foreign
country and the authorisation document is acceptable in Estonia. 

If a shareholder has deposited his/her shares on a nominee account, a
respective certificate issued by the account administrator shall be submitted,
certifying the right of ownership of the shares as of May 8, 2017. 

Please present your passport or identity card as an identification document.

A shareholder may notify the Company of the appointment of a representative or
withdrawal of authorisation by a representative by submitting respective
information to the Management Board of Skano Group AS (in a digitally signed
format which can be reproduced in writing on the following e-mail address:
[email protected], or in writing by mail at the following address:
Skano Group AS, Suur-Jõe 48, Pärnu, Estonia) no later than on 14th of May 2016
(inclusive). 

For the appointment of a representative or withdrawal of authorisation by a
representative, a shareholder may use the forms available on the website of
Skano Group AS www.skano.com. 

Torfinn Losvik

CEO & Chairman of the Management Board

Phone: + 372 56 99 09 88

E-mail: [email protected]