Silvano Fashion Group
Notice to convene the Annual General Meeting of Shareholders
Silvano Fashion Group / 04.06.2010 14:33 Dissemination of a Adhoc News, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- The Management Board of Aktsiaselts Silvano Fashion Group (Estonian Commercial Register code: 10175491; registered address: Akadeemia tee 33, Tallinn, 12618; the Company) announces that the Company's Annual General Meeting of Shareholders shall be held on Monday, 28th of June 2010 at 12:30 in the 'Sigma' conference room of Reval Hotel Olümpia at the address: Liivalaia 33, 10118 Tallinn, Estonia. Registration of participants of the meeting will start on 28th of June 2010 at 12:00. The agenda for the annual general meeting approved by the Supervisory Board together with its proposals is as follows: 1.Approval of the 2009 Annual Report Supervisory Board proposal: To vote for the approval of the annual report of the Company for the financial year 1 January 2009 - 31 December 2009. 2.Distribution of profits Supervisory Board proposal: To vote for covering the loss of the financial year 1 January 2009 - 31 December 2009 in the amount of EEK 38,616,000 (EUR 2,468,000) by the undistributed profit of previous periods and to distribute EEK 30,985,744 (EUR 1,980,350) as dividends from the Company's retained earnings as of 31.12.2009, of which EEK 0,78 (EUR 0,05) per share shall be paid to the shareholders of the Company. To pay the dividends out to the shareholders on 21 September 2010 and to determine the list of shareholders entitled to receive dividends (the record date) on the basis of the share ledger as at 23.59 on 15 July 2010. 3.Appointment of the auditor KPMG Baltics AS has provided auditing services to the Company during the financial year 2009. In the opinion of the Supervisory Board, KPMG Baltics AS has provided services in compliance with the agreement with the auditor. Supervisory Board proposal: to appoint KPMG Baltics AS as the auditor and Taivo Epner as the lead auditor for the 2010 financial year and to approve the remuneration of the auditor in accordance with the price offer of KPMG Baltics AS. 4.Approval of Sven Kunsing's resignation from the Supervisory Board. Supervisory Board proposal: To vote for the approval of Sven Kunsing's resignation from the Supervisory Board. 5.Electing new Supervisory Board member Supervisory Board proposal: To vote for the Supervisory Board member candidate proposed by the shareholders at the Annual General Meeting of Shareholders of the Company. 6.Remuneration of Supervisory Board Members Supervisory Board proposal: To vote for the approval of EUR 1,000 as gross monthly remuneration for each Supervisory Board member starting from 1 July 2010 plus a bonus for all the Supervisory Board members jointly in the amount of 2,5% from the dividend declared by the General Meeting of the Company and paid out by the Company starting from the dividend based on 2010 results. 7.Change of bylaws Supervisory Board proposal: To approve the new bylaws of the Company with the text that is available on the website of the Company http://www.silvanofashion.com and in the registered address of the Company Akadeemia tee 33, Tallinn. The bylaws of the Company are amended due to the change of the registered address of the Company and in order to ensure the compliance of the bylaws with the Estonian law and corporate governance needs of the Company. 8.Cancellation of own shares and reduction of share capital Supervisory Board proposal: To vote for the reduction of the share capital of the Company by EEK 3,930,000 to EEK 396,070,000 by way of cancelling 393,000 A-shares owned by the Company. The share capital is reduced for the purpose of increasing the value of all the shares of the Company. Shareholders, whose shares represent at least 1/20 of the share capital, may request for additional items to be included on the agenda, if the respective request is submitted in writing at least 15 days prior to the annual general meeting, by 10.00 am (Estonian time) on 14th of June 2010 at the very latest. Shareholders, whose shares represent at least 1/20 of the share capital, may present their draft resolutions to each agenda item in writing not later than 3 days before the annual general meeting, by 10.00 am (Estonian time) on 25th of June, 2010. These draft resolutions (in the event they are submitted) will be available at the premises of the Company at Akadeemia tee 33, Tallinn. After the agenda items of the annual general meeting have been exhausted, including any additional items, the shareholders may inquire about the Company's activities from the Management Board of the Company. The 2009 Annual Report of the Company and the auditor's report are available for review on the website of NASDAQ OMX Tallinn Stock Exchange http://www.nasdaqomxbaltic.com/. The 2009 Annual Report of the Company, the auditor's report, the proposal for distribution of profits, draft bylaws, possible proposals of resolution and explanations regarding additional agenda items submitted by the shareholders or other persons authorised to do this, other documents to be submitted to the general meeting in accordance with law are available for reading on the homepage of the Company http://www.silvanofashion.com and at the registered address of the Company at Akadeemia tee 33, Tallinn from the time of publication of this notice until the Annual General Meeting of Shareholders of the Company on 28 June 2010 from 10.00-12.00am and from 2.00-4.00pm on each working day. On June 28, 2010, the documents can be reviewed at the venue of the annual general meeting from 12:00 until the end of the Annual General Meeting of Shareholders of the Company. The Company may charge a reasonable service charge for making copies. This notice calling the General Meeting, the total number of shares and votes related to the shares as of the date of this notice, information on the procedure of participating the General Meeting through a representative, including the procedure of notifying the Company of the appointment of a representative and the withdrawal of the authorisation are available on the homepage of the Company at http://www.silvanofashion.com. Written or digitally signed notices of appointing shareholder representatives or of withdrawing representative authorizations can be sent to the below contact details of the Company until 10.00 am (Estonian time) on June 25, at the latest. Natural person shareholders must bring along a valid identification document. Shareholder representatives must bring along a valid identification document and a valid written power-of-attorney. In the case of corporate entities we request you also bring a valid copy of your registry card. Each document issued by a foreign country's official must be either legalized or authenticated with a document certificate Apostille and translated to Estonian language. The list of shareholders, who are entitled to vote at the General Meeting shall be determined on the basis of the share ledger as at 23.59 on 21 June 2010. Questions regarding the agenda items of the general meeting can be sent to the below contact details of the Company. Dmitry Ditchkovsky Chairman of the Management Board of AS Silvano Fashion Group Tel +375 172880770 E-mail info@silvanofashion.com Registered address of the Company: Akadeemia tee 33, Tallinn, Estonia News Source: NASDAQ OMX 04.06.2010 Ad hoc announcement, Financial News and Media Release distributed by DGAP. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Silvano Fashion Group Estonia Phone: Fax: E-mail: Internet: ISIN: EE3100001751 WKN: End of News DGAP News-Service ---------------------------------------------------------------------------
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