| | KOMISJA NADZORU FINANSOWEGO | |
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| | | Raport bieżący nr | 12 | / | 2014 | | | |
| | Data sporzÄ…dzenia: | 2014-06-30 | | | | | | | | |
| | Skrócona nazwa emitenta | | | | | | | |
| | AS SILVANO FASHION GROUP | |
| | Temat | | | | | | | | | | |
| | Silvano Fashion Group decisions of the annual general meeting of shareholders | |
| | Podstawa prawna | | | | | | | |
| | Treść raportu: | | | | | | | | | |
| | The annual general meeting of shareholders of AS Silvano Fashion Group (hereinafter SFG) was held on June 30, 2014, 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 5, 2014 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 6, 2014 in the daily newspaper Eesti Päevaleht, including adoption of the 2013 Annual Report, distribution of profit, election of the auditor, reduction of the share capital and adoption of the own share buy-back program.
The Meeting started at 12:00 and ended at 13:30. Thirty five (35) shareholders attended the Meeting representing 24 878 518 votes, constituting 63.79% of the voting rights of the company. 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: Adoption of the 2013 Annual Report
The Meeting decided:
1.1. To approve the Annual Report of SFG for 2013 financial year.
Tabulation of the votes:
For: 24 878 518 votes, representing 100% of the votes of the AGM and 63.14% from the share capital
Against: 0 votes, representing 0% of the votes of the AGM and 0% from the share capital
Impartial: 0 votes, representing 0% of the votes of the AGM and 0% from the share capital
Did not vote: 0 votes, representing 0% of the votes of the AGM and 0% from the share capital
2. Item: Distribution of profit
The Meeting decided:
2.1. To approve the profit of the 2013 financial year in amount of EUR 10,946,000;
2.2. To make no allocations from the 2013 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. The list of shareholders of AS Silvano Fashion Group entitled to profit distribution shall be fixed on 14th of July 2014 at 11:59 p.m.
2.3.2. EUR 0.10 per share shall be payable to the entitled shareholders as a dividend at the latest on 15th of July 2014;
2.3.3. To allocate the rest of the profit of AS Silvano Fashion Group from the 2013 financial year into the undistributed profit of previous periods.
Tabulation of the votes:
For: 24 749 728 votes, representing 99.48% of the votes of the AGM and 62.82% from the share capital
Against: 128 790 votes, representing 0.52% of the votes of the AGM and 0.33% from the share capital
Impartial: 0 votes, representing 0% of the votes of the AGM and 0% from the share capital
Did not vote: 0 votes, representing 0% of the votes of the AGM and 0% from the share capital
3. Item: Election of the auditor
The Meeting decided:
3.1. To elect audit company AS PricewaterhouseCoopers (registry code 10142876, address Pärnu mnt 15, 10141 Tallinn) as the auditor of AS Silvano Fashion group, whose authorities shall be valid until the next ordinary general meeting 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 PricewaterhouseCoopers for the auditing of AS Silvano Fashion Group 2014 business activities at a price that does not exceed the price paid for the auditing services of AS Silvano Fashion Group in 2013 fiscal year.
Tabulation of the votes:
For: 24 778 768 votes, representing 99.59% of the votes of the AGM and 62.89% from the share capital
Against: 94 200 votes, representing 0.38% of the votes of the AGM and 0.24% from the share capital
Impartial: 50 votes, representing 0% of the votes of the AGM and 0% from the share capital
Did not vote: 5 500 votes, representing 0.02% of the votes of the AGM and 0.01% from the share capital
4. Item: Reduction of the share capital of AS Silvano Fashion Group
The Meeting decided:
4.1. The reason for reducing the share capital of AS Silvano Fashion Group is a need to reduce the share capital of AS Silvano Fashion Group and to cancel the 400 000 own shares acquired within the own share buy-back programme as approved by the shareholders of AS Silvano Fashion Group on 28th of June 2013;
4.2. The share capital of AS Silvano Fashion Group shall be reduced by EUR 120,000 from the former EUR 11,820,000 to EUR 11,700,000;
4.3. Upon the reduction of the share capital of AS Silvano Fashion Group, the 400 000 own shares acquired within the own share buy-back programme as approved by the shareholders of AS Silvano Fashion Group on 28 June 2013 shall be cancelled;
4.4. Upon the reduction of the share capital of AS Silvano Fashion Group, the share capital of AS Silvano Fashion Group shall be divided into 39,000,000 shares with the nominal value of EUR 0.30.
Tabulation of the votes:
For: 24 871 662 votes, representing 99.97% of the votes of the AGM and 63.12% from the share capital
Against: 4 790 votes, representing 0.02% of the votes of the AGM and 0.01% from the share capital
Impartial: 66 votes, representing 0% of the votes of the AGM and 0% from the share capital
Did not vote: 2 000 votes, representing 0.02% of the votes of the AGM and 0.01% from the share capital
5. Item: Determination of the conditions of the own share buy-back programme of AS Silvano Fashion Group
The Meeting decided:
5.1.To approve the own share buy-back program of AS Silvano Fashion Group on the following conditions:
5.1.1.The sole purpose of the buy-back programme of own shares of AS Silvano Fashion Group is the reduction of the share capital of AS Silvano Fashion Group;
5.1.2. AS Silvano Fashion Group shall have a right to buy back own shares with one transaction or in parts within the time period from 1 July 2014 until 30 June 2015;
5.1.3. AS Silvano Fashion Group shall have a right to buy back maximum of 1,000,000 own shares;
5.1.4. The maximum price at which AS Silvano Fashion Group may buy back its own shares within the own share buy-back programme is EUR 2.00 per share;
5.1.5. The acquired own shares shall be acquired from the assets that exceed the registered share capital, reserve capital and share premium of AS Silvano Fashion Group;
5.1.6. The sum of the nominal values of the own shares acquired within the buy-back programme and of the previously acquired own shares of AS Silvano Fashion Group may not exceed 10% of the share capital of AS Silvano Fashion Group;
5.1.7. To authorize the Management Board of AS Silvano Fashion Group, in the cases of extreme low liquidity on the market, to exceed the limit of 25% of the average daily volume of the shares in any one day on the regulated market which is provided for in Article 5 subsection 2 of Commission Regulation (EC) No 2273/2003 and to buy back own shares within one day in the amount which does not exceed 50% of the average daily volume on the regulated market;
5.1.8. The buy-back of own shares shall be carried out in accordance with the Commission Regulation (EC) No 2273/2003 dated 22 December 2003 implementing Directive 2003/6/EC of the European Parliament and of the Council with regard to exemptions for buy-back programmes and stabilisation of financial instruments;
5.1.9. To authorize the Management Board of AS Silvano Fashion Group to enter into a contract with an investment company or a credit institution as the organizer of the buy-back of own shares within one month from the determination of the conditions of the buy-back programme of own shares.
Tabulation of the votes:
For: 24 869 112 votes, representing 99.96% of the votes of the AGM and 63.12% from the share capital
Against: 3 840 votes, representing 0.02% of the votes of the AGM and 0.01% from the share capital
Impartial: 66 votes, representing 0% of the votes of the AGM and 0% from the share capital
Did not vote: 5 500 votes, representing 0.02% of the votes of the AGM and 0.01% from the share capital
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
Chairman 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
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