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SILVANO (SFG): Silvano Fashion Group decisions of the extraordinary general meeting of shareholders

Raport bieżący nr 45/2016

Podstawa Prawna:


Silvano Fashion Group AS, registry code 10175491, location Tulika 15/17, 10613 Tallinn, ("SFG") Extraordinary General Meeting of Shareholders held on 14 December 2016, at 12:00 pm, Radisson Blu Hotel Olümpia conference hall of the "Sigma", Liivalaia 33, 10118 Tallinn (the "Meeting").

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The meeting started at 12:00 and ended at 12:30. The meeting was held in the Estonian language.

Notice convening the meeting was published 21/11/2016. a. The website of the Tallinn Stock Exchange and the Warsaw Stock Exchange Information System and 11/22/2016 in the newspaper "Eesti Päevaleht" and Silvano Fashion Group website at www.silvanofashion.com.

According to the notice convening the meeting was based on the weighting of votes in the Estonian Central Register of electronic extract from the list of shareholders as at 07 December 2016, at 23:59, and at the start of the meeting the participants registration form.

December 7. 2016 was AS Silvano Fashion Group share capital of 11.1 million euros, and the total number of shares was 37 000 000. AS Silvano Fashion Group owned 451,204 of its own shares, which represented 1.22% of the total number of shares. Own shares do not give AS Silvano Fashion Group shareholders' rights and does not go into determining a quorum. AS Silvano Fashion Group had 07.detsember 2016 at 36,548,796 voting shares, which were represented by 36,548,796 votes.

At the meeting, represented were 21 shareholders, whose shares were represented by a total of 23,993,085 votes, representing a total of 65.65% of the voting rights and total share capital. Thus, the meeting had a quorum.

Procedural issues:

AS Silvano Fashion Group by a member of the board Jarek Särgava presented a proposal to the shareholders and asked to vote to include an additional item on the agenda of AS Silvano Fashion Group for an extraordinary shareholders' meeting:

AS Silvano Fashion Group, 29 June 2016 the General Meeting approved the terms of its share buyback program.

Due to the repurchase program to repurchase price cap set (2.70 euros per share) arrival, the Management Board of AS Silvano Fashion Group and of the Council proposes to establish a new maximum price at which the AS Silvano Fashion Group may buy back their shares. Proposal for a repurchase price for the new limit of EUR 3.30 per share.

Voting results:

In favor: 14,297,963 votes, or 59.59% of the represented votes and 38.64% of total share capital

Against: 0 votes, or 0% of the votes represented at the meeting, and 0% of the total share capital

Impartial: 9,695,122 votes, or 40.41% of the represented votes and 26.20% of total share capital

Did not vote: 0 votes, or 0% of the votes represented at the meeting, and 0% of the total share capital

Due to the results of voting it was decided to include an additional item on the agenda of amendment of the share buyback program.

The agenda of the meeting it was decided as follows:

Change of AS Silvano Fashion Group June 29, 2016 the General Meeting decision on distribution of profit and the Amendment of the additional allocation of profits.

Change of AS Silvano Fashion Group June 29, 2016 the General Meeting decision of its share buyback program in terms of the determination of the terms of its share buyback program.

Voting results:

In favor: 14,304,603 votes, or 59.62% of the represented votes and 38.66% of total share capital

Against: 0 votes, or 0% of the votes represented at the meeting, and 0% of the total share capital

Impartial: 9,688,482 votes, or 40.38% of the represented votes and 26.19% of total share capital

Did not vote: 0 votes, or 0% of the votes represented at the meeting, and 0% of the total share capital

Agenda Item 1: Change of AS Silvano Fashion Group June 29, 2016 the General Meeting decision on distribution of profit and the Amendment of the additional allocation of profits.

Decided:

1.1. To distribute to AS Silvano Fashion Group shareholders on the basis of approved annual report 2015 an additional dividend of profit as follows:

1.1.1. To fix the additional dividend entitled shares of AS Silvano Fashion Group shareholders' list of 29 December 2016, 23:59;

1.1.2. To pay to AS Silvano Fashion Group shareholders an additional dividend of 0.10 euros per share no later than 30 December 2016.

Voting results:

In favor: 23,992,120 votes, or 100% of the represented votes and 64.84% of total share capital

Against: 0 votes, or 0% of the votes represented at the meeting, and 0% of the total share capital

Impartial: 965 votes, or 0% of the votes represented at the meeting, and 0% of the total share capital

Did not vote: 0 votes, or 0% of the votes represented at the meeting, and 0% of the total share capital

Item 2: Change of AS Silvano Fashion Group June 29, 2016 the General Meeting decision of its share buyback program in terms of the determination of the terms of its share buyback program

Decided:

2.1. Amend AS Silvano Fashion Group 6/29/16 general meeting approved a share buyback program in the following terms:

2.1.1. The maximum price at which the AS Silvano Fashion Group may repurchase program to buy back its own shares in the course of 3.30 euros per share.

Voting results:

In favor: 21,194,696 votes, or 88.34% of the represented votes and 57.28% of total share capital

Against: 0 votes, or 0% of the votes represented at the meeting, and 0% of the total share capital

Impartial: 1,688,782 votes, or 7.04% of the votes represented at the meeting and 4,56% of the total share capital

Did not vote: 1,109,607 votes, or 4.62% of the votes represented at the meeting, and 3% of the total share capital

At the meeting, resolutions were adopted in compliance with the law and the statutes SFG decision-making procedures.

Minutes and related materials are available to investors not later than one (1) week after the meeting at SFG website http://www.silvanofashion.com.

Jarek Särgava

Silvano Fashion Group Member of the Board

E-mail: info@silvanofashion.com

Tel: +372 684 5000; Fax: +372 684 5300; Aadress: Tulika 15/17, 10613 Tallinn

http://www.silvanofashion.com


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