Market announcement

Title

PROPOSAL FOR ADOPTION OF RESOLUTIONS OF SHAREHOLDERS´ GENERAL MEETING OF PRFOODS WITHOUT CONVENING A MEETING

Message

The  Management board of  AS PRFoods (registration  code 11560713, address Pärnu
mnt   141, Tallinn   11314; ISIN   EE3100101031;   "PRFoods")  proposes  to  the
shareholders  to adopt the shareholders' resolutions without convening a meeting
pursuant to § 299(1) of the Commercial Code.

Please  send any questions regarding the draft resolutions to the e-mail address
[email protected]  (mailto:[email protected]) or to  the address of PRFoods,
Pärnu  mnt 141, 11314 Tallinn,  Estonia, no  later than  14.04.2025. The list of
shareholders  with voting rights  will be fixed  as at the  close of business on
03.04.2025 in the Nasdaq CSD settlement system. As of the date of publication of
this  notice, the share capital of PRFoods amounts to EUR 7,736,572. PRFoods has
38,682,860 ordinary  shares,  each  share  entitling  to  1 vote  at the general
meeting.  Voting  is  possible  in  the  period from 03.04.2025 to 24.04.2025 at
11.59 p.m.  If a shareholder abstains from voting, he/she will be deemed to have
voted  against the resolution. The voting ballot  is available on the website of
PRFoods www.prfoods.ee (http://www.prfoods.ee).

Shareholders have the following options to cast their votes:

  i. By submitting the ballot, completed and digitally signed by the shareholder
     entitled to vote or by his/her proxy, or by submitting a paper ballot,
     signed and scanned, by e-mail to [email protected]
     (mailto:[email protected]) no later than 24.04.2025 at 11.59 p.m.
 ii. By submitting the paper ballot, completed and signed by the shareholder
     entitled to vote or his/her authorised representative, or by sending it to
     the office of PRFoods at Pärnu mnt 141, 11314 Tallinn, Estonia, in such a
     way that it arrives no later than 24.04.2025 at 5.00 p.m.

The  ballot submitted by e-mail must be  digitally signed in order to enable the
identification of the shareholder. If the paper ballot is signed and scanned and
sent by e-mail or if the paper ballot is sent by post, a copy of the page of the
shareholder's or shareholder's representative's identity document (e.g. passport
or  ID-card) containing the personal  data (including the date  of expiry of the
document)  must be sent together with  the paper ballot. The shareholder's proxy
must  additionally  submit  a  valid  power  of  attorney  in a form that can be
reproduced  in writing in Estonian or English. The shareholder may use the proxy
form available on PRFoods website www.prfoods.ee (http://www.prfoods.ee). In the
case  of a shareholder  who is a  legal entity registered  in a foreign country,
please  submit  a  copy  of  the  extract  from  the relevant foreign commercial
register,  which proves the representative's  right to represent the shareholder
(statutory power of attorney). The extract must be in English or translated into
Estonian  or English by a sworn translator or by an official deemed equal with a
sworn translator.

The  proposals of the management board  regarding the resolutions to be adopted,
approved by the supervisory board of PRFoods on 02.04.2025, are as follows:

 1. Restructuring of financial obligations

Draft resolution:

To  approve the voluntary  out-of-court restructuring of  the existing financial
obligations  of PRFoods and its subsidiary Saaremere  Kala AS and the conclusion
by PRFoods and its subsidiaries of the documents implementing the restructuring.

Background

PRFoods  has, in the earlier market  announcements, notified its noteholders and
other investors of the necessity to restructure its debt obligations in order to
support  the  sustainability  of  the  business  operations  of  PRFoods and its
subsidiaries  and  to  protect  the  interests  of  investors of PRFoods and the
employees of the whole group.

Since  the first  quarter of  2024/2025 financial year,  the management board of
PRFoods has been actively working on identifying, evaluating and testing various
restructuring  opportunities. As a  result of such  efforts, PRFoods has now, in
coordination  with  its  relevant  major  creditors,  developed  a  plan for the
voluntary  out-of-court restructuring  of the  existing financial obligations of
PRFoods  and  its  subsidiary  Saaremere  Kala  AS  arising from the secured and
convertible  notes issued  by PRFoods  and from  the unsecured and secured loans
provided  by its shareholder, Amber Trust  II S.C.A., SICAR (in liquidation).  A
document  setting out  the description  of main  principles and rationale of the
proposed restructuring is attached as Annex 1.

The  proposed restructuring foresees the following main measures: (i) postponing
of  the maturity of all  restructured financial obligations until 31.03.2028 and
applying  0% interest to all restructured financial obligations from 31.03.2025
and  until the  end of  the relevant  period to  sustain the restructuring; (ii)
obtaining  additional  financing  from  its  shareholder, Amber Trust II S.C.A.,
SICAR,  to  support  and  finance  the  restructuring,  working  capital  needs,
profitability  growth, and the development by the  Group of the PV4 fish farming
licence;  (iii) continuing  operations over  the three-year restructuring period
with the goal of increasing asset value and allowing PRFoods to sell the Group's
specified  core  assets  as  a  going  concern  at an optimal moment within this
timeframe, depending on market conditions and other relevant factors, and taking
all  reasonable steps for preparing and  conducting the structured divestment of
the  relevant core assets  and (iv) distributing  and applying net proceeds from
the  sale of the  respective core assets  for the repayment  of the restructured
financial obligations in instalments and agreed proportions between the affected
groups  of creditors  and PRFoods  (all as  further described  in Section 3.2 of
Annex 1) (the "Restructuring").

In  order to effect the  Restructuring, PRFoods has prepared  a set of documents
(as  referred to in  Section 3.2 of Annex  1) implementing the principles of the
proposed  restructuring into the terms of  the secured and convertible notes and
existing  loan  agreements,  including  a  proceeds sharing agreement as further
described  in Section  3.2 of Annex  1. PRFoods initiates  written procedures to
seek   formal   approval   of  the  Restructuring  and  the  relevant  documents
implementing  the  Restructuring  from  the  shareholders and affected groups of
creditors of PRFoods as referenced in Section 3.3 of Annex 1.

 1. Taking of senior loan from Amber Trust II S.C.A., SICAR (in liquidation) and
    amending the terms and conditions of the existing unsecured loan agreement
    between Amber Trust II S.C.A., SICAR (in liquidation) and Saaremere Kala AS

Draft resolution:

To  approve  the  entry  by  PRFoods  and  its subsidiaries into the senior loan
agreement  with Amber Trust  II S.C.A., SICAR  (in liquidation) as lender, which
amends  and replaces the existing loan agreement concluded on 13 November 2024,
and  to approve taking by PRFoods and its subsidiaries of senior loan from Amber
Trust  II S.C.A.,  SICAR (in  liquidation), as  well as  to approve the entry by
PRFoods  and its subsidiary Saaremere Kala AS into an agreement with Amber Trust
II  S.C.A., SICAR (in liquidation) as lender amending and replacing the existing
unsecured  loan agreement between Amber Trust  II S.C.A., SICAR (in liquidation)
and Saaremere Kala AS.

Background

To  carry  out  the  Restructuring,  PRFoods  and its subsidiaries would require
additional  working capital  financing to  support the  activities of  the group
during  the Restructuring.  Amber Trust  II S.C.A.,  SICAR (in liquidation) ("AT
II")  is willing  to make  such financing  available on  a senior  basis and has
entered into a loan agreement (the "Senior Loan Agreement") with PRFoods and its
subsidiaries  amending and  replacing the  existing secured  loan agreement with
PRFoods'  subsidiaries  Saaremere  Kala  and  Saare  Kala  Tootmine OÜ dated 13
November  2024. Under the Senior Loan Agreement,  AT II agrees to make available
to  PRFoods and its subsidiaries by way  of a revolving facility loans from time
to time in the aggregate outstanding amount not exceeding EUR 1,000,000. PRFoods
and its subsidiaries may utilise such a loan limit in one or several tranches on
a  revolving basis. At the discretion of AT  II, the loan limit may be increased
by up to EUR 500,000, if such additional financing is deemed beneficial by AT II
and PRFoods to support the Restructuring. As of 31.03.2025, the outstanding loan
amount  and accrued  interest under  the existing  secured loan agreement is EUR
171,677.62, which  amount will  be deemed  outstanding as  the loan  utilised by
Saaremere Kala AS under the Senior Loan Agreement.

Additionally,  in connection with  the Restructuring, AT  II is willing to amend
and  replace the existing unsecured loan agreement under which AT II has earlier
provided  an unsecured loan to Saaremere Kala  AS by an agreement between AT II,
PRFoods   and  Saaremere  Kala  AS  (the  "Unsecured  Loan  Agreement").  As  of
31.03.2025, the  outstanding loan amount and accrued interest under the existing
unsecured  loan  agreement  is  EUR  451,394.54, which  amount  will  be  deemed
outstanding  as the loan utilised by Saaremere  Kala AS under the Unsecured Loan
Agreement.  Apart from the  existing unsecured loan,  no additional loan will be
granted under the Unsecured Loan Agreement.

To support the Restructuring, the loans utilised under the Senior Loan Agreement
and the Unsecured Loan Agreement will bear 0% interest from 31.03.2025 until the
repayment  date (which is 31.03.2028 or, if  earlier, the date when all proceeds
from  the sale of the core assets of  the Group are distributed). The loans must
be repaid to AT II by way of partial repayments on the dates, in the amounts and
pursuant to the procedure as described in Section 3.2 of Annex 1.

The  payment obligation  of the  loans utilised  under the Senior Loan Agreement
shall  rank in priority to  the secured and convertible  notes and the Unsecured
Loan  Agreement. Any  security granted  in respect  of the existing secured loan
agreement  remain to  secure the  obligations of  PRFoods and  Saaremere Kala AS
under the Senior Loan Agreement.

The Senior Loan Agreement and the Unsecured Loan Agreement will enter into force
as  of that  the moment  when the  shareholders and  holders of  the secured and
convertible  notes of PRFoods  have formally approved  the Restructuring and the
relevant documents implementing the Restructuring by applicable majority vote.
Considering  the monetary value  of the transactions  listed in this agenda item
and the fact that such transactions are entered into with a related person Amber
Trust   II   S.C.A.,   SICAR  (in  liquidation),  the  transactions  qualify  as
"significant" within the meaning of the "Requirements for Issuers" (the "Rules")
of  Nasdaq Tallinn Stock Exchange, requiring the approval of the general meeting
of  shareholders of PRFoods  as the issuer.  In accordance with  the Rules, upon
requesting  such approval from the general  meeting of shareholders, among other
things, an auditor's opinion confirming that the significant transaction entered
into with a related person does not damage the interests of the shareholders not
involved  in  the  transaction  shall  be  presented.  However, PRFoods does not
consider such requirement of the Rules to be in conformity with the requirements
of  the Securities Market Act. The regulation contained in the Securities Market
Act  concerning  transactions  with  related  persons  (§  135(4)) based  on the
directive (EU) 2017/828 of the European Parliament and of the Council (so-called
shareholders'  directive) do not  mandatorily prescribe the  requirement for the
approval  of the general meeting of shareholders  or for the presentation of the
auditor's  opinion, and consider the approval of the relevant transaction by the
supervisory board of the issuer sufficient. The supervisory board of PRFoods has
approved the respective transactions.
Irrespective of the foregoing, and to give more comfort to the shareholders that
obtaining  by the Company and  its subsidiaries of a  new senior financing under
the  Senior Loan Agreement from Amber Trust II S.C.A., SICAR (in liquidation) to
support  the Restructuring does  not damage the  interests of other shareholders
not  involved  in  the  transaction,  PRFoods  obtained   such auditor's opinion
referred  to in  the Rules  regarding the  Senior Loan  Agreement. The auditor's
opinion is attached as Annex 2.

PRFoods  notes  that  the  entry  into  the  Senior  Loan  Agreement  and  other
transactions  discussed  above  constitutes  a  material  precondition  for  the
successful  implementation of the Restructuring. Furthermore, the loans provided
by  Amber Trust  II S.C.A.,  SICAR (in  liquidation) under  the above-referenced
agreements  will  bear  0%. Thus,  PRFoods  considers  the  conclusion  of  such
agreements  to  be  in  the  interests  of  the  Group  and  not damaging to its
shareholders.

***

As  of the publication of this notice,  shareholders may access the materials of
the  general  meeting,  draft  resolutions,  background  information  and  other
documents  of the  general meeting  on the  website of PRFoods at www.prfoods.ee
(http://www.prfoods.ee)  and on the website of the Estonian branch of NASDAQ CSD
SE at www.nasdaqbaltic.com (http://www.nasdaqbaltic.com).

Resolutions adopted by the shareholders will be disclosed in the form of a stock
exchange  release and on the website of  PRFoods in accordance with § 299(1) (6)
of the Commercial Code.

Timo Pärn / Kristjan Kotkas
Management board member of PRFoods