Market announcement

Title

Conclusion of share sale agreement of the share of Saare Kala Tootmine OÜ and the proposal to the shareholders of AS PRFoods to adopt shareholders’ resolutions without calling a meeting

Message

The  subsidiary  of  AS  PRFoods  (registry  code  11560713) Saaremere  Kala  AS
(registry   code    11310040,  hereinafter  "Seller")  signed  an  agreement  on
05.12.2025 for  the  sale  of  its  100% shareholding  in Saare Kala Tootmine OÜ
(registry  code 10377013, hereinafter "SKT") and transfer of claims arising from
shareholder  loans and an inventory loan provided  to SKT to the Latvian company
Br?vais  Vilnis A/S  (Latvian registry  code: 40003056186, hereinafter "Buyer").
SKT  engages in the production  and sale of fish  products. In order to complete
the  transaction, AS PRFoods requires the  approval of its shareholders, and for
this  purpose, a vote on the shareholder  resolutions of AS PRFoods will be held
without convening a meeting.

Purpose of the transaction

Sale  of SKT's share will  be carried out in  accordance with the objectives and
principles  set  out  in  the  debt  restructuring  documents  approved  by  the
shareholders  and noteholders  of AS PRFoods  in April  this year,  according to
which  AS PRFoods will take all reasonable steps to prepare and conduct the sale
of  its core assets  (including the shareholding  in SKT) before  the end of the
agreed  3-year restructuring  period, in  order to  distribute the proceeds from
their  sale between the  creditors specified in  the restructuring documents and
the  issuer  in  accordance  with  the  proceeds  sharing agreement concluded in
connection  with the restructuring. In conducting  the organised sale process of
the  shareholding in SKT, AS PRFoods has  used the assistance of Oaklins Estonia
OÜ,   a  financial  advisor  engaged  by  AS  PRFoods  in  accordance  with  the
aforementioned restructuring documents.

Transactions  between  unrelated  parties,  interests  of management and related
parties

The  ultimate beneficiaries of the  Buyer of the SKT's  share Br?vais Vilnis A/S
are  Latvian citizens who have no shareholding or other interests in AS PRFoods.
The proposed transaction is therefore not considered a related party transaction
under the rules of NASDAQ Tallinn Stock Exchange.

The  members of the management board and supervisory board of AS PRFoods have no
personal  interests  in  relation  to  the  proposed transaction. Timo Pärn will
continue as a member of SKT's management board after the transaction.

Preconditions for transfer of share

The  transfer of 100% shareholding in SKT  constitutes a significant transfer of
shareholding  by AS PRFoods's subsidiary  (Saaremere Kala AS)  and, as a result,
the  sale  of  SKT's  shareholding  must  be  approved by the general meeting of
shareholders  of AS  PRFoods. Consequently,  the management  board of AS PRFoods
hereby  proposes that  the general  meeting of  shareholders adopt  a resolution
without  convening  a  meeting  (see  the  relevant  notice  below) and provides
additional information about the transaction.

In  addition  to  the  approval  of  the  general  meeting  of shareholders, the
completion of the proposed transaction (i.e., the transfer of SKT's shareholding
and  the assignment  of the  related inventory  loan claim and other shareholder
loan claims) is subject to certain preconditions, including the following:

 1. Maaelu Edendamise Sihtasutus (registry code 90000245) has, in connection
    with the sale of SKT's shareholding, made a decision to release AS PRFoods
    from its obligations arising from the previous guarantee of a loan taken by
    SKT;
 2. the parties to the transaction (including financiers) have entered into a
    deposit agreement with the notary, which stipulates the steps necessary for
    closing of the transaction, procedure of transfer of the shareholding and
    the actions required to release or transfer the collateral); and
 3. the sale price of the transaction has been deposited with a notary in
    accordance with the deposit service agreement concluded between the parties.

In the event of failure to fulfil the preconditions by 31.01.2026 at the latest,
the  party that  was not  obligated to  fulfil or  ensure the  fulfilment of the
relevant  precondition shall have the right  to withdraw from the share purchase
agreement at its sole discretion by submitting a written notice of withdrawal to
the other party.

Under  the sales agreement, SKT's shareholding, together with the claims arising
from  the shareholder loan  agreements governing loans  granted to SKT, shall be
deemed  to have been  transferred after the  sales price of  the transaction has
been received by the Seller. The claims arising from the inventory loan shall be
transferred  to the Buyer after payment of the separate sales price specified in
the  sales agreement to  the Seller for  their transfer.  Alternatively, SKT may
repay  the inventory  loan, in  which case  this claim  shall not  be considered
transferred under the sales agreement.

Shareholder loans and inventory loan

In previous periods, SKT has received intra-group loans (hereinafter referred to
as  "shareholder loans") totalling EUR 1,539,294.53, and the interest calculated
on the loans received is EUR 117,024.62 as of December 4, 2025.

In  addition to the  above, in October  and November of  this year, the Seller's
(Saaremere  Kala AS) group  granted SKT a  special-purpose inventory loan in the
total  amount of  EUR 200,000 (and  may grant  an additional  loan of  up to EUR
100,000 after the signing of the transaction) to finance the inventory and other
working  capital needs for the 2025 Christmas season (hereinafter referred to as
the "inventory loan").

Sales price and payment

A  total of EUR 2,000,000 is payable for the transfer of 100% of SKT's share and
the  assignment of shareholder loan  claims, to be paid  after fulfilment of the
conditions precedent to the completion of the transaction in accordance with the
notary deposit agreement.

The  sales agreement  provides for  a separate  sales price  for the transfer of
inventory  loan claim, which is  equal to the principal  amount of the inventory
loan  and must be paid by the Buyer to  the Seller no later than two months from
the  date of  completion of  the transaction.  Alternatively, SKT  may repay the
inventory  loan, in  which case  this claim  shall not be considered transferred
under the sales agreement.

The  initial difference between the acquisition price and the sales price of the
share of Saare Kala Tootmine OÜ is EUR 211,900.77, which is recognized as a one-
time extraordinary income of AS PRFoods in the financial year 2025/2026.

Impact of the transaction on AS PRFoods

The  initial result of the transaction  on the consolidated financial statements
of  AS PRFoods for  the 2025/2026 financial year  is extraordinary income of EUR
211,900.77. The  unconsolidated  net  result  is  an  extraordinary  loss of EUR
2,204,569.26. The   total  impact  of  the  transaction  will  be  disclosed  in
AS PRFoods' interim report for the second half of the 2025/2026 financial year.

Financial results and audited financial statements table

According  to  the  NASDAQ  Tallinn  Stock  Exchange  Rules  ("Requirements  for
Issuers"), an issuer must disclose the financial results of the last three years
of  the undertaking  whose shares  the issuer  acquires or  disposes (sales, net
profit  or loss, dividends per  share, the regular and  diluted net earnings per
share  ratio) in the form of a comparative table, an overview of any significant
changes in the business since the end of the last financial year or confirmation
that  there  have  been  no  significant  changes  in the business. The relevant
information is provided below.

SKT's  audited unconsolidated financial results for the last three years (at the
time of publication of the notice, SKT has no subsidiaries):

+------------------------------------+---------+---------+---------------------+
|Thousands of euros                  |2022/2023|2023/2024|2024/2025 (unaudited)|
+------------------------------------+---------+---------+---------------------+
|Turnover                            |5,239    |4,444    |4,985                |
+------------------------------------+---------+---------+---------------------+
|Net profit / loss                   |-873     |-1,454   |-1,048               |
+------------------------------------+---------+---------+---------------------+
|Dividend per share                  |-        |-        |-                    |
+------------------------------------+---------+---------+---------------------+
|Custom  net profit  (loss) per share|         |         |                     |
|of AS PRFoods                       |-0.02    |-0.04    |-0.03                |
+------------------------------------+---------+---------+---------------------+
|Diluted  net profit (loss) per share|         |         |                     |
|of AS PRFoods                       |-0.02    |-0.03    |-0.02                |
+------------------------------------+---------+---------+---------------------+

SKT's financial statements for the last two audited financial years are attached
to this notice as a separate document in the form of a comparative table.

There  have been no  significant changes in  SKT's economic activities since the
end of the last financial year.

Overview of loans

In  accordance with the  NASDAQ Tallinn Stock  Exchange Rules ("Requirements for
Issuers"),  an issuer must publish an overview of loans taken by a company whose
shares  the issuer acquires or disposes of, as of a date no earlier than 60 days
prior to the date of the notice published by the issuer.

As of the date of this notice, SKT has received intra-group shareholder loans in
the  amount of EUR 1,539,294.53, and the unpaid interest calculated on the loans
received  is, as of  4 December 2025, EUR 117,024.62. These  loan claims will be
transferred to the Buyer together with the sale of SKT's share.

In  addition to  the above,  the parent  company Saaremere  Kala AS's  group has
granted  SKT an inventory  loan in the  amount of EUR  200,000 (and may grant an
additional  loan of up to EUR 100,000 after the signing of the transaction), the
resulting claims will also be transferred to the Buyer, and the Buyer undertakes
to  pay a fixed sales price equal to  the principal amount of the inventory loan
within  two months of the date  of completion of the transaction. Alternatively,
SKT  may  repay  the  inventory  loan,  in  which  case  this claim shall not be
considered transferred under the sales agreement.

SKT  has received a  loan from Maaelu  Edendamise Sihtasutus. As  of the date of
this notice, the principal balance of the loan is EUR 400,108.29 and the accrued
interest is, as of 4 December 2025. EUR 197.50.

Shareholder structure

Saaremere Kala AS is 100% shareholder of SKT.

Significant court and arbitration proceedings

According  to  the  NASDAQ  Tallinn  Stock  Exchange  rules  ("Requirements  for
Issuers"),  an issuer must  disclose information about  any court or arbitration
proceedings  related  to  a  company  whose  shares  the  issuer is acquiring or
disposing  of that  could significantly  affect the  economic activities of that
company or confirm that there are no such proceedings.

SKT  is  not  involved  in  any  court  or  arbitration  proceedings  that could
significantly affect its business activities.

Contracts with AS PRFoods and other related entities

In  accordance with the  NASDAQ Tallinn Stock  Exchange Rules ("Requirements for
Issuers"), an issuer must disclose information about existing agreements between
the issuer and the company whose shares the issuer is acquiring or disposing of.

Saaremere  Kala AS provides  certain head office  services to SKT. In connection
with the proposed transaction, the provision of such services will be terminated
upon  completion of  the transaction.  There are  no valid agreements between AS
PRFoods  and SKT. SKT is a party to a senior loan agreement concluded between AS
PRFoods  and its subsidiaries and Amber  Trust II S.C.A., SICAR (in liquidation)
as  the lender. In  connection with the  proposed transaction, the parties agree
that SKT will cease to be a party to the senior loan agreement.

Management board members

Timo  Pärn is the  management board member  of SKT. The  company does not have a
supervisory board.

Proposal  for adoption  of resolutions  of shareholders'  general meeting  of AS
PRFoods without convening a meeting

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  12.12.2025. The list of
shareholders  with voting rights  will be fixed  as at the  close of business on
08.12.2025 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 06.12.2025 to 27.12.2025 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 27.12.2025 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 27.12.2025 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 05.12.2025, are as follows:

 1. Sale of 100% shareholding in Saare Kala Tootmine OÜ by Saaremere Kala AS

Draft resolution:

Approve  the  transfer  of  the  100% shareholding  in  Saare  Kala Tootmine OÜ,
registry  code  10377013, and  transfer  of  the claims arising from shareholder
loans  and an  inventory loan  by AS  PRFoods' subsidiary  Saaremere Kala  AS to
Br?vais  Vilnis A/S, Latvian  registry code 40003056186. In  connection with the
transfer  of Saare Kala Tootmine OÜ's shareholding, approve the amendment of the
senior  loan agreement concluded  by AS PRFoods  and its subsidiaries with Amber
Trust  II S.C.A.,  SICAR (in  liquidation) as  the lender  on 02.04.2025 so that
Saare  Kala  Tootmine  OÜ  ceases  to  be  a  party  to the relevant senior loan
agreement.

 1. Approval of the annual report for the financial year 01.07.2024 - 30.06.2025

Draft resolution:

Confirm  the annual  report of  AS PRFoods  for the  financial year 01.07.2024 -
30.06.2025 which  was  published  in  a  stock exchange notice dated 31.10.2025
(https://view.news.eu.nasdaq.com/view?id=1398103&lang=en).

 1. Distribution of profit

Draft resolution:

The   net   profit  for  the  period  01.07.2024 -  30.06.2025 amounted  to  EUR
7,338,801.33. Allocate  1/20 of  the  net  profit  for  increasing the mandatory
reserve  capital, i.e., EUR  366,940.07. Transfer the remaining  part of the net
profit  for the  period, i.e.,  EUR 6,971,861.26, to  cover losses from previous
periods.

 1. Appointment of the auditor for the 2025/2026 financial year and
    determination of the auditor's remuneration

Draft resolution:

To appoint audit firm KPMG Baltics OÜ (registry code 10096082) as the auditor of
AS PRFoods for the 2025/2026 financial year and to remunerate the audit firm for
the  audit in accordance with the agreement to be entered into with KPMG Baltics
OÜ.

 1. Extension of the terms of office of the Supervisory Board members

Draft resolution:

To  confirm  the  continuation  of  the  mandates  of  Lauri Kustaa Äimä, Harvey
Sawikin,  and  Jaakko  Karo  from  December  12, 2025, until  the  date  of this
decision,  and to extend  their mandates for  an additional three-year term from
the date of adoption of this decision.

***

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 AS PRFoods