Notice to convene the Annual General Meeting of Skano Group AS
The Annual General Meeting of Skano Group AS (registry code: 11421437, address: Suur-Jõe 48, Pärnu 80042, hereinafter the Company) will be held on the 28th of June 2016 at 11.am at the office of Skano Group AS at Suur-Jõe 48, Pärnu.
The agenda of the General Meeting with the proposals of the Supervisory Board:
1. Approval of the Annual Report 2015
Proposal of the Supervisory Board: To approve the Annual Report of the Company for 2015 prepared by the Management, which exposes the consolidated balance sheet value of 13 262 thousand euros and the net loss in the amount of 411 thousand euros as at 31.12.2015.
2. Covering of loss in 2015
Proposal of the Supervisory Board: Cover the loss from the financial year 2015 of 411 thousand euros from the account of retained earnings of previous periods.
3. Changes in the Supervisory Board
Proposal of the Supervisory Board: 3.1) to recall Pekka Armas Soikkeli from the position of Supervisory Board Member. 3.2) to elect Martin Mets to the position of Supervisory Board Member with the term of office of 5 (five) years, as of the adoption of this resolution.
Martin Mets was born in 18.12.1988 and graduated from Hugo Treffner Gymnasium and obtained Bachelor’s Degree in Business Management and Economics from Stockholm School of Economics in Riga. Martin Mets holds Management Board member’s position in AS Trigon Capital, AS Trigon Asset Management, AS Trigon Funds, OÜ Trigon Ventures, OÜ Trigon Fashion Outlets, OÜ Gate Tallinn East, Trigon KMI Holding OÜ and Supervisory Board member’s position in AS Trigon Property Advisors. Martin Mets has worked for Trigon Capital group as analyst in Merchant Banking division (in September 2011) and as project manager (in May 2015). Since January 2016 Martin Mets is the CEO of Trigon Capital Group. Earlier intern and working experience includes UAB Civitta and Eesti Energia. Martin Mets has experience and knowledge of the following industries: residential and commercial property development, retailing, agriculture, accommodation, logistics, renewable energy. Martin Mets does not own any shares in Skano Group AS.
4. Appointment and remuneration principles of auditor for the financial year 2016
Proposal of the Supervisory Board: To appoint AS PricewaterhouseCoopers (registry code: 10142876, address: Pärnu mnt 15, 10141 Tallinn) as the auditor of the Company for the financial year 2016. Public accounting services will be paid for in accordance with the contract to be drawn up with the auditor.
The documents of Annual Report of Skano Group AS, proposal for profit allocation and auditor’s report to the Annual Report of 2015 will be available at the head office of the Company at Suur-Jõe 48, Pärnu, starting from 01.06, 2016, and on Company’s web site www.skano.com.
Information on the procedure for exercising the rights specified in the Commercial Code § 287, § 293 (2) and (21) and § 293'1 (4) is published on the website of the Company www.skano.com.
As of the date of publishing of the announcement, the share capital of Skano Group AS is 2 699 436.60 euros. The company has 4 499 061 shares and each share gives one vote.
The date of closing the list of shareholders entitled to vote at the Annual General Meeting will be June 21, 2016 at 23:59.
Registration of the participants in the meeting will begin at 10:45
To register yourself as a participant in the general meeting, please present:
a shareholder who is a sole proprietor – an identity document
a representative of a shareholder who is a sole proprietor – an identity document and a written authorisation document
a representative of a shareholder who is a legal person – valid certified copy of the registry card (for legal persons in Estonia, certified no earlier than 7 days ago), which entitles the person to represent the shareholder, and an identity document of the representative, or an authorisation document prepared as required and an identity document of the representative. We request prior legalisation or apostille certification of documents of a legal person registered in a foreign country, unless stated otherwise in the international agreement. Skano Group AS may register a shareholder who is a legal person of a foreign country as a participant in the general meeting also in case all required data on the legal person and the representative are included in the notarised authorisation document issued to the representative in a foreign country and the authorisation document is acceptable in Estonia.
If a shareholder has deposited his/her shares on a nominee account, a respective certificate issued by the account administrator shall be submitted, certifying the right of ownership of the shares as of 21st of June 2016.
Please present your passport or identity card as an identification document.
A shareholder may notify the Company of the appointment of a representative or withdrawal of authorisation by a representative by submitting respective information to the Management Board of Skano Group AS (in a digitally signed format which can be reproduced in writing on the following e-mail address: greg.grace@skanogroup.com, or in writing by mail at the following address: Skano Group AS, Suur-Jõe 48, Pärnu, Estonia) no later than on 27.th of June 2016 (inclusive).
For the appointment of a representative or withdrawal of authorisation by a representative, a shareholder may use the forms available on the website of Skano Group AS www.skano.com
Gregory Devine Grace
CEO
+372 447 8338