Market announcement

Title

Decisitions of the Meeting of Noteholders of AS PRFoods

Message

By  a stock exchange announcement  published on 03.07.2024, AS PRFoods (registry
code  11560713, registered  address  at  Pärnu  mnt 141, 11314 Tallinn, Estonia;
"PRFoods")  convened a meeting (the "Meeting") of persons holding the notes (the
"Noteholders")  of  PRFoods,  due  on  22 January  2025 and  bearing  ISIN  code
EE3300001577  (the "Notes"),  issued under  the Terms  and Conditions of Secured
Note  Issue of  PRFoods dated  14 January 2020 (as  most recently amended on 20
September   2022; the   "Terms"). The   Meeting  took  place  on  18.07.2024 and
altogether  18 Noteholders participated  in the  Meeting, who  hold in aggregate
Notes  with the  Nominal Value  of EUR  5,379,700 i.e. approximately  56% of the
aggregate  Nominal Value of all Notes  which carry voting rights. Therefore, the
Meeting was competent to pass resolutions.

At the Meeting, the Noteholders adopted the following decision:

  i. to waive the requirement to meet the financial covenants set out in Section
     5.2 of the Terms, and to agree that the failure to meet the relevant
     financial covenants shall not constitute a breach of the Terms by PRFoods
     or the occurrence of an Extraordinary Early Redemption Event (as defined in
     the Terms);
 ii. to consent to the postponement of the next Interest Payment Date (as
     defined in the Terms and the Final Terms) arising from the Terms and the
     Final Terms (as defined in the Terms), scheduled to be 22.07.2024, until
     the maturity date of the Notes being 22.01.2025, and to agree that the non-
     payment by PRFoods of the Interest on 22.07.2024 as foreseen in the Terms
     and the Final Terms shall not constitute a breach of the Terms by PRFoods
     or the occurrence of an Extraordinary Early Redemption Event (as defined in
     the Terms), or a delay in performance or in any other way undue performance
     by PRFoods of its payment obligations under the Terms or the Final Terms.

Noteholders who hold in aggregate Notes with the Nominal Value of EUR 5,100,000
i.e.  approximately  95% of  the  aggregate  Nominal  Value of all Notes held by
Noteholders  present  at  the  Meeting,  voted  in  favour of the said decision.
Noteholders  who hold in aggregate Notes with  the Nominal Value of EUR 279,700
i.e.  approximately  5% of  the  aggregate  Nominal  Value  of all Notes held by
Noteholders  present at the Meeting, voted against the decision. All Noteholders
present at the Meeting participated in voting. In accordance with Clause 16.1.1
and  5.5 of  the  Terms,  the  decision  described  above  are  binding  on  all
Noteholders. In  accordance with the information  outlined in the stock exchange
announcement published by PRFoods on 03.07.2024, in connection with the adoption
of the decision above, PRFoods assumes an obligation to pay to the Noteholders a
compensation  which amount per Note equals to  one per cent of the nominal value
of  the Note per annum, calculated for the respective prolonged period. To this,
interest  calculated in accordance  with the Terms  and the Final  Terms will be
added, meaning that for the prolonged period interest (calculated at the rate of
6.25% per  annum) together with the compensation  (calculated at the rate of 1%
per annum) together form 7.25% per annum of the nominal value of the Note.

Additional information:
Timo Pärn / Kristjan Kotkas
AS PRFoods