Adoption of Resolutions of the General Meeting of as Silvano Fashion Group Without Notice of the Meeting
The Management Board of AS Silvano Fashion Group, registry code 10175491, address Tulika 17, 10613, Tallinn, proposes to the shareholders to adopt resolutions of the shareholders without convening a meeting pursuant to § 2991 of the Commercial Code.
All questions from shareholders regarding the proposed resolutions may be sent in advance to the e-mail address info@silvanofashion.com until 16 June, 2022 and the answers to all relevant questions will be published on the website of AS Silvano Fashion Group, www.silvanofashion.com
The list of shareholders entitled to vote on the resolutions of the shareholders will be fixed on June 22, 2022, at the end of the business day of the NASDAQ CSD settlement system.
Resolutions of the shareholders can be voted on from June 8 to June 29, 2022 (inclusive). If a shareholder does not cast his or her votes, he or she shall be deemed to have voted against the resolutions.
A shareholder has two options to cast his vote:
1. By sending a digitally signed or paper-signed and scanned ballot paper filled in by the voting shareholder or his / her authorized representative to the e-mail address info@silvanofashion.com during the voting period.
2. By submitting or sending a completed ballot paper, which has been signed manually by the voting shareholder or his or her authorized representative, to the head office of AS Silvano Fashion Group at Tulika 17, 10613 Tallinn from 9:00-12:00 (EET), so that it arrives no later than June 29, 2022 at 16:00 (EET).
When sending paper-signed and scanned ballot papers by e-mail or when sending paper-signed ballot papers by post, a copy of the personal data page of the shareholder’s or his / her representative’s identity document (eg passport or ID card) must be sent together with the ballot paper. The shareholder’s representative must also submit a valid power of attorney for written reproduction in Estonian or English. A shareholder may use a power of attorney form, which is available on the website of AS Silvano Fashion Group www.silvanofashion.com
If the shareholder is a legal entity registered abroad, please send a copy of the extract from the relevant foreign commercial register showing the right of the representative to represent the shareholder (legal right of representation). The statement must be in English or translated into Estonian by a sworn translator or an official translator equivalent to a sworn translator.
The proposals for decisions of the Management Board, which have been approved by the Supervisory Board, are as follows:
1. Approval of the annual report of AS Silvano Fashion Group for 2021
1.1. To approve the annual report of AS Silvano Fashion Group for 2021.
2. Distribution of the profit of AS Silvano Fashion Group in 2021
2.1. To approve AS Silvano Fashion Group the net profit for the financial year 2021 of 9,031,000 euros.
2.2. Not to separate AS Silvano Fashion Group funds from the net profit of the financial year 2021 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 2021 in the retained earnings.
3. Approval of the principles of remuneration of a member of the management board of AS Silvano Fashion Group
3.1. The proposal of the Supervisory Board is to approve the “Principles of Remuneration of a Member of the Management Board of AS Silvano Fashion Group“. The principles of remuneration of the directors of the Company have been prepared on the basis of the Estonian Securities Market Act, in addition, the recommendations set out in the Code of Good Corporate Governance have been taken into account.
The annual report of AS Silvano Fashion Group for 2021, the report of the independent auditor, and the ballot papers are available to the shareholders on the website of AS Silvano Fashion Group www.silvanofashion.com and on the website of the Estonian branch of NASDAQ CSD SE www.nasdaqbaltic.com as of the date of publication of this announcement. Questions about the items on the agenda can be sent by e-mail to info@silvanofashion.com or by post to the company’s address.
The resolutions adopted by the shareholders will be published as a stock exchange announcement and on the website of AS Silvano Fashion Group no later than 30 June 2022 in accordance with § 2991 (6) of the Commercial Code.
AS Silvano Fashion Group
Email: info@silvanofashion.com
Tel: +372 684 5000; Fax: +372 684 5300
Address: Tulika 17, 10613 Tallinn
www.silvanofashion.com
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