AS SILVANO FASHION GROUP Notice, agenda and proposals for convening the annual general meeting of shareholders

The Management Board of AS Silvano Fashion Group, registry code 10175491, location Tulika 17, 10613 Tallinn, (hereinafter also SFG) convenes the Annual General Meeting of Shareholders on June 30, 2020 at 09:00, which will take place at the Hilton Tallinn Park Conference Hall “Grand Ballroom”, At Fr. R. Kreutzwaldi 23, 10147 Tallinn, Estonia.

Registration of the participants of the general meeting starts at 08:30 at the place of the meeting.

I AGENDA
According to the SFG Council on May 22, 2020. the following agenda of the annual general meeting of shareholders has been approved by the resolution:

1. Approval of the annual report of AS Silvano Fashion Group for 2019;
2. Distribution of the profit of AS Silvano Fashion Group in 2019;
3. Amendment of the Articles of Association;
4. Removal of members of the supervisory board from the supervisory board and election of members of the supervisory board;
5. Appointment of the auditor of AS Silvano Fashion Group in 2020 and 2022 for the financial years and determination of the auditor's fee.

PROPOSALS FROM THE BOARD AND THE COUNCIL

The Management Board and the Supervisory Board of SFG make the following proposals to the shareholders regarding the agenda:

1. Approval of the 2019 annual report of AS Silvano Fashion Group

Proposal of the Management Board and the Supervisory Board:
1.1. To approve the 2019 annual report of AS Silvano Fashion Group.

2. Distribution of the profit of AS Silvano Fashion Group in 2019

Proposal of the Management Board and the Supervisory Board:

2.1. To approve the net profit of AS Silvano Fashion Group for the financial year 2019 of 10,663,000 euros.

2.2. Not to separate AS Silvano Fashion Group in 2019. funds from the net profit of the financial year 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 2019 in retained earnings.

3. Amendment of the Articles of Association

3.1. Annul Article 5.7 of the Articles of Association which includes: The public limited company may be represented in all legal transactions only by two members of the Management Board jointly.
3.2. To approve the new Articles of Association of the Company in the wording attached to this notice.

4. Recall all members of the supervisory board and elect new members of the supervisory board