AS SILVANO FASHION GROUP Notice, agenda and proposals for convening the annual general meeting of shareholders
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 22, 2021 at 10:00, which will take place at the Tallink Spa & Conference Hotel Hall “Victoria/Meloodia”, at Sadama 11a, 10111, Tallinn, Estonia.
Registration of the participants of the general meeting starts at 09:30 at the place of the meeting.
According to the SFG Council on May 17, 2021. 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 2020.
2. Distribution of the profit of AS Silvano Fashion Group in 2020.
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 2020 annual report of AS Silvano Fashion Group
Proposal of the Management Board and the Supervisory Board:
1.1. To approve the 2020 annual report of AS Silvano Fashion Group.
2. Distribution of the profit of AS Silvano Fashion Group in 2020
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 2020 of 1,667,000 euros.
2.2. Not to separate AS Silvano Fashion Group in 2020. 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 2020 in retained earnings.
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 15 June 2021 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 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@example.com 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 firstname.lastname@example.org; phone +372 6845 000).
Member of the Board
Silvano Fashion Group
Tel: +372 684 5000; Fax: +372 684 5300
Address: Tulika 17, 10613 Tallinn, Estonia