Market announcement

Title

NOTICE ON CONVENING EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF AS PREMIA FOODS

Message

Tallinn, Estonia, 2011-02-28 08:30 CET (GLOBE NEWSWIRE) --

AS Premia Foods (register code 11560713, address Betooni 4, 11415 Tallinn,
Republic of Estonia), hereby convenes an extraordinary General Meeting of
shareholders, which will be held on 22 March 2011 starting at 11.00 a.m. in a
room Beeta of the conference centre of Hotel Olümpia (address Liivalaia 33,
Tallinn). 

The list of shareholders being entitled to vote at the General Meeting will be
determined seven days before the meeting, i.e. on 15 March 2011 at 23.59. 

The registration of the participants of the General Meeting begins on 22 March
2011 at 10.30 a.m. and ends at 11.00 a.m. at the venue of the meeting. 

For registration, please submit:

- in case of a natural person shareholder, a passport or ID-card.
Representative of the shareholder must also submit a written power of attorney; 

- in case of a legal entity shareholder, an extract from the respective
register where the legal entity is registered evidencing the authorities of the
legal entity's representative to represent the legal entity (representation by
virtue of law); and a passport or ID card of the representative. 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. 

Prior to the extraordinary General Meeting, a shareholder may notify AS Premia
Foods of appointing a representative or revoking authorisations to represent
the shareholder by sending a respective digitally signed notice to the e-mail
address [email protected] or by personally delivering the notice during business
days from 10.00 a.m. until 4.00 p.m. to the address Betooni 4, 11415 Tallinn,
Republic of Estonia, by 4.00 p.m. on 14 March 2011 at the latest. 

In accordance with the resolution of the Supervisory Board of AS Premia Foods,
dated 4 February 2011, the agenda of the extraordinary General Meeting along
with the proposals of the Supervisory Board for the shareholders is as follows: 



  1. Appointment of an auditor for the financial year of 1 January 2010 - 31
     December 2010



Currently Alliott Kangust OÜ has been appointed and registered as the auditor
of AS Premia Foods. The financial reports of AS Premia Foods have been audited
by Mr. Aivar Kangust. Due to the fact Mr. Kangust left Alliott Kangust OÜ and
joined the team of Rimess OÜ, the Supervisory Board of AS Premia Foods makes
the General Meeting of shareholders a proposal to appoint Rimess OÜ (register
code 10384467, registered address Ahtri 6a, Tallinn, 10151) to be the auditor
of AS Premia Foods for the financial year of 1 January 2010 - 31 December 2010. 



  1. Amendments to the Articles of Association

For the purpose of converting the share capital of AS Premia Foods into euros,
the Supervisory Board of AS Premia Foods makes the General Meeting of
shareholders a proposal to amend the sections 3.1 and 3.2 of the Articles of
Association of AS Premia Foods. 

The Supervisory Board of AS Premia Foods makes the General Meeting of
shareholders a proposal to amend Section 3.1 of the Articles of Association of
AS Premia Foods and adopt Section 3.1 in the new wording as follows: 



3.1       The minimum share capital of the Company shall amount to 20,000,000
euro and the maximum share capital shall amount to 80,000,000 euro. 

The Supervisory Board of AS Premia Foods makes the General Meeting of
shareholders a proposal to amend Section 3.2 of the Articles of Association of
AS Premia Foods and adopt Section 3.1 in the new wording as follows: 

3.2       The nominal value of a share is 0.60 euro (sixty euro cents) and each
share shall grant one vote at the General Meeting of shareholders. 

On 20 December 2010, the Supervisory Board of AS Premia Foods approved the
terms and conditions of the management and key employee stock option plan as
described in the offering and listing prospectus of AS Premia Foods, dated 21
April 2010. According to the terms and conditions of the stock option plan, the
stock option plan has been approved for 3?year term ending in January 2014. Due
to the above, the Supervisory Board of AS Premia Foods makes the General
Meeting of shareholders a proposal to amend Section 3.6 of the Articles of
Association and adopt Section 3.6 in the new wording as follows: 

3.6       The Supervisory Board of the Company shall be entitled to increase
the share capital of the Company by up to 600,000 euro by issuing up to
1,000,000 new ordinary shares of the Company during the period as from 31
January 2011 until 31 January 2014. As a result of the increase of share
capital by the Supervisory Board, the maximum amount of the share capital of
the Company may be 23,809,716 euro. The Supervisory Board is entitled to
resolve increase of the share capital of the Company either with monetary
contributions or with non-monetary contributions. The supervisory board has all
the rights of the General Meeting of shareholders in resolving the increase of
share capital, among other terms the Supervisory Board shall be entitled to
exclude the shareholders' pre-emptive right to subscribe for the new shares to
be issued. 

3)         Conversion of the share capital of AS Premia Foods into euro;
decreasing the share capital of AS Premia Foods 

The Supervisory Board of AS Premia Foods makes the General Meeting of
shareholders a proposal to convert the share capital into euro. In order to
convert the share capital of AS Premia Foods into euro, the Supervisory Board
of AS Premia Foods makes the General Meeting of shareholders of AS Premia Foods
a proposal to decrease the share capital of AS Premia Foods by decreasing the
nominal value of the share of AS Premia Foods without making disbursements to
the shareholders of AS Premia Foods. 

Currently the share capital of AS Premia Foods is 386,828,600 Estonian kroons,
i.e. 24,722,853.53 euro. The proposed new amount of the share capital is
23,209,716 euro to be divided into 38,682,860 shares with the nominal value of
0.6 euro. On the basis of the above, the Supervisory Board of AS Premia Foods
makes the General Meeting of shareholders a proposal to decrease the share
capital of AS Premia Foods by 1,513,137.53 euro down to 23,209,716 euro without
making disbursements to the shareholders of AS Premia Foods. 

4)         Merger of OÜ TCS Invest and AS Premia Foods

On 10 February 2011, AS Premia Foods and OÜ TCS Invest executed a merger
agreement according to which OÜ TCS Invest will be merged into AS Premia Foods. 

The Supervisory Board of AS Premia Foods makes the General Meeting of
shareholders a proposal to approve the merger agreement executed between AS
Premia Foods and OÜ TCS Invest and to resolve the merger of AS Premia Foods and
OÜ TCS Invest in a way that OÜ TCS Invest shall be the company being acquired
and AS Premia Foods shall be the acquiring company. After the merger the
business name of AS Premia Foods shall remain AS Premia Foods. 

All documents pertaining to the extraordinary General Meeting of shareholders
of AS Premia Foods, inter alia merger agreement, merging companies' annual
reports for the last three years (which have not yet been made public through
the information system of NASDAQ OMX Tallinn Stock Exchange), merger report,
draft of articles of association and the draft resolutions are available for
review as of 28 February 2011 on the website of AS Premia Foods
www.premiafoods.eu or during business days from 10.00 A.M. until 4.00 P.M. at
the address Betooni 4, 11415 Tallinn, Republic of Estonia. 

Inquiries on items of the agenda of the extraordinary General Meeting can be
sent to the e-mail address [email protected]. 

A shareholder has a right to receive information on the activities of AS Premia
Foods from the Management Board at the General Meeting of shareholders. 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 claim that the General Meeting of shareholders decides on the
lawfulness of the shareholder's request or within two weeks from the General
Meeting of shareholders file a petition to a court by way of proceedings on
petition to obligate the Management Board to disclose the information. 

Shareholders, whose shares represent at least 1/20 of the share capital of AS
Premia Foods, may propose draft resolutions with respect to each item on the
agenda at least 3 days prior to the extraordinary General Meeting, i.e. by 19
March 2011 the latest by submitting the proposal in writing to the following
address: AS Premia Foods, Betooni 4, 11415 Tallinn, Republic of Estonia. 

Shareholders, whose shares represent at least 1/20 of the share capital of AS
Premia Foods, may request additional items to be added on the agenda of the
extraordinary General Meeting if a respective request has been submitted at
least 15 days prior to the General Meeting, i.e. by 8 March 2011 the latest in
writing to the following address: AS Premia Foods, Betooni 4, 11415 Tallinn,
Republic of Estonia. 


         Kuldar Leis
         Premia Foods
         CEO
         T:+372 6 033 800
         [email protected]
         www.premiafoods.eu