AS PRFoods (registry code 11560713, of Pärnu mnt 141, 11314 Tallinn, Estonia),
hereby announces the annual general meeting of shareholders. This meeting will
be held on the 19(th) of December, 2019 at 10:00 AM in the conference room
"Sigma" at the ?Radisson Blu Hotel Olümpia" (address: Liivalaia 33, Tallinn).
The initiator to convene the annual general meeting is the supervisory board of
AS PRFoods and the reason for convening the meeting is to confirm the annual
report for 2018/2019, proposal for covering loss, to appoint an auditor and to
determine the fee of an auditor for 2019/2020 financial year.
The list of shareholders entitled to vote at the annual general meeting will be
determined seven days before the meeting, i.e. 12th December 2019 as at the end
of working day of the settlement system of the registrar of the Estonian
register of Securities.
At the moment of issuing this notice, the share capital of AS PRFoods is
7 736 572 euros. AS PRFoods has 38 682 860 ordinary shares, each share shall
grant a vote at the annual general meeting.
Registration to attend the annual general meeting will start at the location of
the meeting on the day of the meeting, i.e. on the 19(th) of December 2019 at
9:30 AM and will finish at 9:55 AM.
In order to register, shareholders are asked to bring the following documents:
* Shareholders who are private individuals must bring a passport or
government-issued identity card. A representative of a shareholder must also
submit a written power of attorney.
* Representatives of shareholders that are legal entities must bring an
extract from the respective register where the legal entity is registered
which confirms the authority of the legal entity's representative to
represent the legal entity (representation by virtue of law); and
representative's passport or government-issued identity card. If the legal
entity is represented by a person who is not the legal representative of the
legal entity, a written power of attorney is also required. The documents of
a shareholder located abroad shall be legalized or certified with an
apostille, unless a relevant international agreement stipulates otherwise.
AS PRFoods may register a shareholder located abroad as a participant in the
annual general meeting also in case the notarized power of attorney issued
to the representative contains all required data about the legal entity and
its' representative and such power of attorney is valid in Estonia.
Prior to the annual general meeting, a shareholder may notify AS PRFoods of the
appointment of a representative or revoke authorisation of a given
representative by sending a digitally signed notice to AS PRFoods by e-mail to
investor@prfoods.ee (mailto:investor@prfoods.ee) or by delivering the respective
document(s) personally on business days from 10:00 AM to 16:00 PM at the
location of the Company at Pärnu mnt 141, 11314 Tallinn, Estonia by 18(th) of
December, 2019. Shareholder may use the form of power of attorney and the form
for revoking authorisation that are available at website of AS PRFoods
www.prfoods.ee (http://www.prfoods.ee).
According to the decision of the supervisory board of AS PRFoods, the agenda of
the annual general meeting along with the proposal of the supervisory board is
as follows:
1. Confirmation of the annual report of AS PRFoods for 2018/2019
The supervisory board of AS PRFoods proposes to confirm the annual report of AS
PRFoods for 2018/2019 and to acknowledge the overview given by the management
board on financial results.
2. Proposal for covering loss
The proposal of supervisory board of AS PRFoods:
a. To confirm the loss of the financial year of 2018/2019 in amount of 1 472
thousand euros and the retained earnings of 66 thousand euros as of
30.06.2019;
b. To cover the loss for the financial year of 2018/2019 from the retained
earnings of previous periods.
3. Appointing an auditor for the financial year 2019/2020 and determination of
the fee of an auditor.
The supervisory board of AS PRFoods proposes to confirm the auditing company
KPMG Baltics OÜ (registry code 10096082) as the auditor of AS PRFoods for the
financial year 2019/2020 and to pay to the auditing company according to the
contract to be concluded with KPMG Baltics OÜ.
All documents relating to annual general meeting of shareholders, draft
resolutions and other documents of the general meeting are made available at the
website of AS PRFoods www.prfoods.ee (http://www.prfoods.ee/investor-
relations/shareholders-meetings/2016) from the 27(th) of November 2019 and on
business days from 10:00 AM to 16:00 PM at the location of the Company at Pärnu
mnt 141, 11314 Tallinn (Delta Plaza, 14th floor). Inquiries regarding the agenda
of the annual general meeting of shareholders can be sent to the e-mail
addressinvestor@prfoods.ee (mailto:investor@prfoods.ee)
A shareholder has the right to receive information about the activities of AS
PRFoods from the management board at the general meeting. However, the
management board may refuse to disclose the information if there are sufficient
grounds to presume that the disclosure may adversely affect the interests of the
company. If the management board refuses to disclose the information, the
shareholder may compel the general meeting to decide on the lawfulness of the
shareholder's request or file within two weeks a petition to a court in order to
oblige the management board to disclose the information.
Shareholders whose shares represent at least 1/20 of the share capital of AS
PRFoods may request that additional items be added to the agenda of the annual
general meeting if the request is submitted at least 15 days prior to the
General Meeting, i.e. by the 3rd of December 2019, in writing to the following
address: AS PRFoods, Pärnu mnt 141, 11314 Tallinn, Estonia. Simultaneously with
the demand on the modification of the agenda it is necessary to submit a draft
of the resolution or substantiation regarding each additional issue.
Shareholders whose shares represent at least 1/20 of the share capital of AS
PRFoods may propose draft resolutions with respect to each item on the agenda at
least 3 days prior to the annual general meeting, i.e. by the 16(th) of December
2019, by submitting a proposal to the following address: AS PRFoods, Pärnu mnt
141, 11314 Tallinn, Estonia.
The general meeting of the shareholders of AS PRFoods will be broadcasted and
additional questions will be answered during the broadcast via web solution
The live broadcast will be hosted by the Member of the Board Indrek Kasela, who
will share information in regards to agenda of the general meeting and
transaction. Shareholders may send their questions before the broadcast until
11(th) December by 23:59 by email hannele@voting.ee
(mailto:hannele@voting.ee) or ask questions during the broadcast via web
solution.
To join the broadcast, please register by 11(th) December 2019 by 23:59 via
email hannele@voting.ee (mailto:hannele@voting.ee). The list of shareholders
entitled to monitor the meeting via live broadcast and ask questions will be
fixed on the date of fixing the list of shareholders entitled to vote. After
registration the shareholder will be provided with instructions how to join the
broadcast and ask questions during the meeting. Exercising shareholder´s rights
(i.e. voting) is not possible via live broadcast.
The broadcast of the shareholders meeting will be recorded and will be available
online for everyone at the company's website on www.prfoods.ee
(http://www.prfoods.ee/investor-relations/shareholders-meetings/2016).
Indrek Kasela
Member of the Management Board
AS PRFoods
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