Skano Group Notice to convene annual general meeting 31.05.2016

Notice to convene the Annual General Meeting of Skano Group AS

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

greg.grace@skanogroup.com