Skano Group
The Decisions of Extraordinary General Meeting

DGAP-News: Skano Group

06.01.2015 / 11:16

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Pärnu, 2015-01-06 11:16 CET (GLOBE NEWSWIRE) -- 

The Extraordinary General Meeting of shareholders of Skano Group AS (registry
code 11421437, address 48 Suur-Jõe, Pärnu 80042) was held in Skano Group AS
head office at 48 Suur-Jõe, Pärnu, Estonia, on 6 January 2015. 

The general meeting started at 11.00 and ended at 11.45. The shares of the
shareholders who attended the general meeting represented 2 713 648 votes,
constituting 60.3 % of the share capital. Therefore, the general meeting was
competent to pass resolutions regarding the items on the agenda. The general
meeting was held at the presence of public notary. 

Resolutions of general meeting:

1. Changes in supervisory board

It was decided to remove Heiti Riisberg, personal ID code 38003142759, from the
position of a member of the supervisory board since the making of a decision of
the general meeting in connection with submission of a request of resignation. 

2. Approval of conditions of share options

It was decided pursuant to § 298 (2) and § 345 (1) of the Commercial Code to
approve the conditions of share options of the members of the management board
of Skano Group AS as follows: 

2.1. Skano Group AS shall be entitled to issue up to 450 000 (four hundred and
fifty thousand) share options until 31.03.2015. Every share option grants the
entitled subject the right to buy 1 (one) share of Skano Group AS. 

2.2. The members of the management board of Skano Group AS shall be the
entitled subjects of the option. The maximum of 150 000 share options may be
issued to one member of the management board of Skano Group AS. The specific
division of share options to members of the management board shall be decided
by the supervisory board of Skano Group AS taking into account the contribution
of the members of the management board. 

2.3. If the entitled subject wishes to acquire the share options appointed
thereto, he or she shall enter into a written option agreement with Skano Group
AS no later than on 31.03.2015. If the entitled subject does not enter into the
option agreement within the specified term, he or she loses the right to
acquire the share options appointed thereto. 

2.4. Application of the conditions of the share option program and the
procedure for the sale of share options shall be provided for in the option
agreement entered into between Skano Group AS and the entitled subject. The
representative of Skano Group AS upon signing the option agreement shall be the
member of the supervisory board Joakim Johan Helenius. 

2.5. The entitled subject of a share option shall be entitled to use the issued
option starting from the thirty-seventh calendar month after issue of the
option. The entitled subject shall lose the right to use the share option if he
or she leaves form the management board of Skano Group AS upon own initiative
prior to the thirty-seventh calendar month after the issue of the option or if
his or her board member contract is terminated upon the initiative of the
supervisory board within 12 months after the issue of the option. The entitled
subject shall have the right to use the share option to the extent of 1/3 if
his or her board member contract is terminated within 13-24 months after the
issue of the option and to the extent of 2/3 if his or her board member
contract is terminated within 25-36 months after the issue of the option. 

2.6. The entitled subject of a share option shall not have the right to
transfer the share options issued thereto. 

2.7. Up to 450 000 (four hundred and fifty thousand) shares of Skano Group AS
shall be emitted to fulfil the conditions of the share option. The new emitted
shares shall grant the shareholder the right to receive dividends in the
financial year that the shares were emitted. 

2.8. The strike price of one share option is 1.10 EUR (one euro and ten cents).

2.9. The final term of the share program is 31.12.2018. The specific schedule
of the share program and the procedure for sale shall be determined by the
supervisory board. 

2.10. The pre-emptive right of shareholders to note new shares emitted to
fulfil the conditions of the share option shall be precluded. 


         Martin Kalle
         CEO
         +372 447 8331
         martin.kalle@skano.com
         www.skano.com
News Source: NASDAQ OMX



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06.01.2015 Dissemination of a Corporate News, transmitted by DGAP - a
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Language:    English       
Company:     Skano Group   
 
 
             Estonia       
ISIN:        EE3100092503  
 
 
End of News    DGAP News-Service  
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310181 06.01.2015