Published: 2012-06-30 14:00:15 CEST
Silvano Fashion Group
Minutes of annual general meeting

Silvano Fashion Group decisions of the annual general meeting of shareholders

Tallinn, 2012-06-30 14:00 CEST -- The annual general meeting of shareholders of AS Silvano Fashion Group (hereinafter SFG) was held on June 30, 2012, at 12:00 noon at Radisson Blu Hotel Olümpia conference hall “Epsilon” (Liivalaia 33, Tallinn, Estonia)  (hereinafter Meeting).

The agenda of the Meeting contained the items set out in the notice of the Meeting published on June 6, 2012 via the information system of NASDAQ OMX Tallinn and Warsaw Stock Exchange, on the website of SFG at http://www.silvanofashion.com/investors/shareholders-meetings.html, and on June 7, 2012 in the daily newspaper Eesti Päevaleht, including approving the annual report for the previous financial year, deciding on the distribution of profit, appointing an auditor, cancellation of own shares, amendment of the Articles of Association, election of the new supervisory board member instead of the resigned member, and Supervisory board remuneration.

The Meeting started at 12:00 and ended at 13:10. Thirty eight (38) shareholders attended the Meeting representing 23 067 952 votes, constituting 58.40% of the share capital. Therefore the Meeting was eligible to pass resolutions regarding the items on the agenda of the Meeting.  

The following resolutions were passed at the Meeting:  

1. Item: 2011 Approval of the 2011 Annual Report 
Decided: 
• To approve the 2011 Annual Report of SFG.     

2. Item: Profit Distribution
Decided:
• To approve the profit of the 2011 financial year in amount of 21 501 000 euros;
• To allocate 1 075 000 euros to the compulsory reserve;
• To distribute the profit among the shareholders as follows:
- The list of shareholders entitled for profit distribution shall be determined as at 11:59 p.m. on July 13th 2012.
- 0.25 euros per share is payable as a dividend to the entitled shareholders latest by July 20th, 2012  

3. Item: Appointment of Auditor
Decided:
• To appoint AS PricewaterhouseCoopers to serve as the auditor of SFG whose authority is valid until the next annual general meeting. 
• To authorise the management board to enter into the audit services agreement to audit the business activities of SFG in 2012 according to the offer of the audit company.     

4. Item: Cancellation of own shares
Decided:
• To cancel 100 000 own shares acquired in the framework of the share buy-back program, adopted according to the shareholders’ resolution from June 30th, 2011.  

5. Item: Amendment of the Articles of Association
Decided:
• To adopt the Articles of Association in the redaction according to the proposal of the SFG Shareholder, presented on 26.06.12.  

6. Item: Election of the new supervisory board member to replace the resigned member
Decided:
• To acknowledge the letter of resignation of Otto Tamme from the supervisory board, dated 05.04.2012;
• To elect Toomas Tool as the new supervisory board member of SFG.  

7. Item: Supervisory board remuneration
Decided:
• To amend the remuneration policy of the supervisory board members, approved by the shareholders’ meeting on 30.06.2011 as follows:
- To assign monthly gross remuneration of 2 500 euros for the chairman of the supervisory board;
- To retain the previous remuneration of the supervisory board members, i.e. a monthly gross remuneration of 1 000 euros.    

The resolutions were adopted at the Meeting following the procedure for passing of resolutions set forth in laws and in the Articles of Association of the Company.

The protocol of the meeting, and related documents shall be made available to investors within 1 (one) week from the Meeting at SFG website http://www.silvanofashion.com/investors/shareholders-meetings.html.

Märt Meerits
 
Member of board of Silvano Fashion Group
 
E-mail: info@silvanofashion.com
 
Tel: +372 684 5000; Fax: +372 684 5300

Address: Tulika 15/17, 10613 Tallinn, Estonia 
 
http://www.silvanofashion.com