SILVANO: strona spółki
3.05.2019, 13:12
SFG Silvano Fashion Group decisions of the annual general meeting of shareholders
The annual general meeting of shareholders of AS Silvano Fashion Group (hereinafter SFG) was held on May 3, 2019, at 10:00 noon at Hilton Park Hotel conference hall “Atlantic City”, address Fr. R. Kreutzwaldi 23, 10147 Tallinn, Estonia (hereinafter Meeting).
The agenda of the Meeting contained the items set out in the notice of the Meeting published on April 10, 2019 via the information system of NASDAQ OMX Tallinn and Warsaw Stock Exchange, and on April 11, 2019 on the website of SFG and in the daily newspaper Eesti Päevaleht, including adoption of the 2018 Annual Report, distribution of profit, election of the new member of the Supervisory Board, Supervisory Board remuneration, amendments to the Articles of Association and increase of the share capital. The Meeting started at 10:00 and ended at 10:50. Thirty six (36) shareholders attended the Meeting representing 25 308 007 votes, constituting 70.30% 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: Item 1: Approval of the 2018 Annual Report of SFG The Meeting decided: 1. To approve the Annual Report of SFG for 2018 financial year. Tabulation of the votes: For: 25 308 004 votes, representing 100% of the votes of the AGM; Against: 0 votes, representing 0% of the votes of the AGM; Impartial: 3 votes, representing 0% of the votes of the AGM; Did not vote: 0 votes, representing 0% of the votes of the AGM. Item 2: Distribution of the 2018 profit of SFG The meeting decided: 2.1. To approve the profit of the 2018 financial year in the amount of EUR 10,796,000; 2.2. Not to make any allocations from the 2018 profit of AS Silvano Fashion Group into the reserve capital of AS Silvano Fashion Group or any other reserves previewed by law or the articles of association; 2.3. To distribute the profit by paying dividends to the shareholders of AS Silvano Fashion Group as follows: 2.3.1. Shareholders entitled to dividends include persons entered in the Company’s share register on 17 May 2019 as at the end of the working day of the settlement system. The ex-date is 16 May 2019; as of this date a person who acquired shares is not entitled to dividends for the 2018 financial year. 2.3.2. To pay to the entitled shareholders of AS Silvano Fashion Group as dividends EUR 0.20 per share as follows: 2.3.3. to pay dividends EUR 0.10 per share by 20 May 2019 latest; 2.3.4. to pay dividends EUR 0.10 per share by 10 October 2019 latest; 2.4. To allocate the rest of the profit of AS Silvano Fashion Group from the 2018 financial year into the undistributed profit of previous periods. Tabulation of the votes: For: 25 303 451 votes, representing 99.98% of the votes of the AGM; Against: 0 votes, representing 0% of the votes of the AGM; Impartial: 4 556 votes, representing 0.02% of the votes of the AGM; Did not vote: 0 votes, representing 0% of the votes of the AGM. Item 3: Recalling Ants Susi from the Supervisory Board The meeting decided: 3.1 To recall Mr. Ants Susi from the Supervisory Board of SFG. The authorities of Mr. Ants Susi as the member of the Supervisory Board of SFG shall be deemed to have expired as of May 3, 2019. Tabulation of the votes: For: 23 331 481 votes, representing 92.19% of the votes of the AGM; Against: 1 953 060 votes, representing 7.72% of the votes of the AGM; Impartial: 0 votes, representing 0% of the votes of the AGM; Did not vote: 23 466 votes, representing 0.09% of the votes of the AGM. Item 4: Election of Triin Nellis as the new member of the Supervisory Board The meeting decided: 4.1. To elect Triin Nellis as the new member of the Supervisory Board of SFG, whose term of office shall start on May 3, 2019 and expire on June 30, 2021. Tabulation of the votes: For: 23 303 471 votes, representing 92.08% of the votes of the AGM; Against: 1 948 504 votes, representing 7.70% of the votes of the AGM; Impartial: 35 566 votes, representing 0.14% of the votes of the AGM; Did not vote: 20 466 votes, representing 0.08% of the votes of the AGM. Item 5: Supervisory board remuneration The meeting decided: 5.1. To amend the remuneration policy of the supervisory board members, approved by the shareholders’ meeting on June 30, 2012 as follows: - To assign monthly gross remuneration of 5,000 euros for the chairman of the supervisory board; - To assign monthly gross remuneration of 2,000 euros for the supervisory board; Tabulation of the votes: For: 20 182 773votes, representing 79.75% of the votes of the AGM; Against: 5 080 365 votes, representing 20.07% of the votes of the AGM; Impartial: 44 803 votes, representing 0.18% of the votes of the AGM; Did not vote: 66 votes, representing 0% of the votes of the AGM. Item 6: Amendments to the Articles of Association The meeting decided: 6.1. To amend section 2.2. of the Articles of Association and reinstate it in the following wording: “All shares of the Company are registered shares. The nominal value of a registered share is 0,20 (twenty) cents. A share grants 1 (one) vote at the General Meeting. “. 6.2. To approve the new version of the Articles of Association as attached. Tabulation of the votes: For: 25 263 588 votes, representing 99.82% of the votes of the AGM; Against: 11 516 votes, representing 0.05% of the votes of the AGM; Impartial: 4 603 votes, representing 0.02% of the votes of the AGM; Did not vote: 28 300 votes, representing 0.11% of the votes of the AGM. Item 7: Increase of the share capital of AS Silvano Fashion Group The meeting decided: 7.1. The share capital of SFG shall be increased by 3,600,000 EUR from 3,600,000 EUR to 7 200 000 EUR by the increase of the nominal value of existing shares by 0,10 EUR per share, i.e. from 0.10 EUR to 0.20 EUR. 7.2. The share capital of SFG shall be increased via a bonus issue on the account of the share premium. The bonus issue shall be carried out on the basis of the 2018 annual report, that has been approved by the shareholders together with the decision on the distribution of profit. The bonus issue shall be carried out on the account of the share premium in the amount of 3,600,000 EUR. After the bonus issue, the new size of the share capital shall be 7,200,000 EUR that is divided into 36,000,000 shares with the nominal value of 0,20 EUR each share. 7.3. The list of shareholders who shall be entitled to participate in the bonus issue shall be fixed as at 17 May 2019 as at the end of the working day of the settlement system. The ex date is 16 May 2019; as of this date a person who acquired shares is not entitled to participate in the bonus issue. The increase of the nominal value of the shares shall take place immediately after the registration of the share capital increase with the Commercial Register. Tabulation of the votes: For: 25 307 934 votes, representing 100% of the votes of the AGM; Against: 0 votes, representing 0% of the votes of the AGM; Impartial: 7 votes, representing 0% of the votes of the AGM; Did not vote: 66 votes, representing 0% of the votes of the AGM. 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 . Jarek Särgava Silvano Fashion Group Member of the Board E-mail: info@silvanofashion.com Tel: +372 684 5000; Fax: +372 684 5300 Address: Tulika 15/17, 10613 Tallinn, Estonia http://www.silvanofashion.com
The agenda of the Meeting contained the items set out in the notice of the Meeting published on April 10, 2019 via the information system of NASDAQ OMX Tallinn and Warsaw Stock Exchange, and on April 11, 2019 on the website of SFG and in the daily newspaper Eesti Päevaleht, including adoption of the 2018 Annual Report, distribution of profit, election of the new member of the Supervisory Board, Supervisory Board remuneration, amendments to the Articles of Association and increase of the share capital. The Meeting started at 10:00 and ended at 10:50. Thirty six (36) shareholders attended the Meeting representing 25 308 007 votes, constituting 70.30% 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: Item 1: Approval of the 2018 Annual Report of SFG The Meeting decided: 1. To approve the Annual Report of SFG for 2018 financial year. Tabulation of the votes: For: 25 308 004 votes, representing 100% of the votes of the AGM; Against: 0 votes, representing 0% of the votes of the AGM; Impartial: 3 votes, representing 0% of the votes of the AGM; Did not vote: 0 votes, representing 0% of the votes of the AGM. Item 2: Distribution of the 2018 profit of SFG The meeting decided: 2.1. To approve the profit of the 2018 financial year in the amount of EUR 10,796,000; 2.2. Not to make any allocations from the 2018 profit of AS Silvano Fashion Group into the reserve capital of AS Silvano Fashion Group or any other reserves previewed by law or the articles of association; 2.3. To distribute the profit by paying dividends to the shareholders of AS Silvano Fashion Group as follows: 2.3.1. Shareholders entitled to dividends include persons entered in the Company’s share register on 17 May 2019 as at the end of the working day of the settlement system. The ex-date is 16 May 2019; as of this date a person who acquired shares is not entitled to dividends for the 2018 financial year. 2.3.2. To pay to the entitled shareholders of AS Silvano Fashion Group as dividends EUR 0.20 per share as follows: 2.3.3. to pay dividends EUR 0.10 per share by 20 May 2019 latest; 2.3.4. to pay dividends EUR 0.10 per share by 10 October 2019 latest; 2.4. To allocate the rest of the profit of AS Silvano Fashion Group from the 2018 financial year into the undistributed profit of previous periods. Tabulation of the votes: For: 25 303 451 votes, representing 99.98% of the votes of the AGM; Against: 0 votes, representing 0% of the votes of the AGM; Impartial: 4 556 votes, representing 0.02% of the votes of the AGM; Did not vote: 0 votes, representing 0% of the votes of the AGM. Item 3: Recalling Ants Susi from the Supervisory Board The meeting decided: 3.1 To recall Mr. Ants Susi from the Supervisory Board of SFG. The authorities of Mr. Ants Susi as the member of the Supervisory Board of SFG shall be deemed to have expired as of May 3, 2019. Tabulation of the votes: For: 23 331 481 votes, representing 92.19% of the votes of the AGM; Against: 1 953 060 votes, representing 7.72% of the votes of the AGM; Impartial: 0 votes, representing 0% of the votes of the AGM; Did not vote: 23 466 votes, representing 0.09% of the votes of the AGM. Item 4: Election of Triin Nellis as the new member of the Supervisory Board The meeting decided: 4.1. To elect Triin Nellis as the new member of the Supervisory Board of SFG, whose term of office shall start on May 3, 2019 and expire on June 30, 2021. Tabulation of the votes: For: 23 303 471 votes, representing 92.08% of the votes of the AGM; Against: 1 948 504 votes, representing 7.70% of the votes of the AGM; Impartial: 35 566 votes, representing 0.14% of the votes of the AGM; Did not vote: 20 466 votes, representing 0.08% of the votes of the AGM. Item 5: Supervisory board remuneration The meeting decided: 5.1. To amend the remuneration policy of the supervisory board members, approved by the shareholders’ meeting on June 30, 2012 as follows: - To assign monthly gross remuneration of 5,000 euros for the chairman of the supervisory board; - To assign monthly gross remuneration of 2,000 euros for the supervisory board; Tabulation of the votes: For: 20 182 773votes, representing 79.75% of the votes of the AGM; Against: 5 080 365 votes, representing 20.07% of the votes of the AGM; Impartial: 44 803 votes, representing 0.18% of the votes of the AGM; Did not vote: 66 votes, representing 0% of the votes of the AGM. Item 6: Amendments to the Articles of Association The meeting decided: 6.1. To amend section 2.2. of the Articles of Association and reinstate it in the following wording: “All shares of the Company are registered shares. The nominal value of a registered share is 0,20 (twenty) cents. A share grants 1 (one) vote at the General Meeting. “. 6.2. To approve the new version of the Articles of Association as attached. Tabulation of the votes: For: 25 263 588 votes, representing 99.82% of the votes of the AGM; Against: 11 516 votes, representing 0.05% of the votes of the AGM; Impartial: 4 603 votes, representing 0.02% of the votes of the AGM; Did not vote: 28 300 votes, representing 0.11% of the votes of the AGM. Item 7: Increase of the share capital of AS Silvano Fashion Group The meeting decided: 7.1. The share capital of SFG shall be increased by 3,600,000 EUR from 3,600,000 EUR to 7 200 000 EUR by the increase of the nominal value of existing shares by 0,10 EUR per share, i.e. from 0.10 EUR to 0.20 EUR. 7.2. The share capital of SFG shall be increased via a bonus issue on the account of the share premium. The bonus issue shall be carried out on the basis of the 2018 annual report, that has been approved by the shareholders together with the decision on the distribution of profit. The bonus issue shall be carried out on the account of the share premium in the amount of 3,600,000 EUR. After the bonus issue, the new size of the share capital shall be 7,200,000 EUR that is divided into 36,000,000 shares with the nominal value of 0,20 EUR each share. 7.3. The list of shareholders who shall be entitled to participate in the bonus issue shall be fixed as at 17 May 2019 as at the end of the working day of the settlement system. The ex date is 16 May 2019; as of this date a person who acquired shares is not entitled to participate in the bonus issue. The increase of the nominal value of the shares shall take place immediately after the registration of the share capital increase with the Commercial Register. Tabulation of the votes: For: 25 307 934 votes, representing 100% of the votes of the AGM; Against: 0 votes, representing 0% of the votes of the AGM; Impartial: 7 votes, representing 0% of the votes of the AGM; Did not vote: 66 votes, representing 0% of the votes of the AGM. 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 . Jarek Särgava Silvano Fashion Group Member of the Board E-mail: info@silvanofashion.com Tel: +372 684 5000; Fax: +372 684 5300 Address: Tulika 15/17, 10613 Tallinn, Estonia http://www.silvanofashion.com