Market announcement

Title

PRF: Notice of convening Annual General Meeting of shareholders of AS Premia Foods

Message

Tallinn, Estonia, 2014-05-05 07:30 CEST (GLOBE NEWSWIRE) --


AS Premia Foods (register code 11560713, address Betooni 4, 11415 Tallinn,
Estonia), hereby convenes the annual General Meeting of shareholders, which
will be held on 29.05.2014 starting at 10.00 in the hall “Sigma” of the hotel
„Radisson Blu Olümpia“ (address Liivalaia 33, 10118 Tallinn, Estonia). 

The list of shareholders being entitled to vote at the General Meeting will be
determined seven days before the meeting, i.e. on 22.05.2014 at 23.59. 

The registration of the participants of the General Meeting begins on
29.05.2014 at 9.30 and ends at 10.00 at the venue of the meeting. 

For registration, please submit:

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

-            in the 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 annual General Meeting, a shareholder may notify AS Premia Foods
of appointing a representative or revoking authorisation to represent the
shareholder by sending a respective digitally signed notice to the e-mail
address [email protected] or by personally delivering the written notice during
business days from 10.00 a.m. until 4.00 p.m. to the address Betooni 4, 11415
Tallinn, Estonia, by 4.00 p.m. on 28.05.2014 2014 at the latest. The respective
forms of power of attorney and revocation of the power of attorney are
available at the website of AS Premia Foods www.premiafoods.eu. 

In accordance with the resolution of the Supervisory Board of AS Premia Foods,
dated 15.04.2014, the agenda of the annual General Meeting along with the
proposals of the Supervisory Board to the shareholders is as follows: 

1)         Approving Annual Report for 2013

The Supervisory Board of AS Premia Foods makes the annual General Meeting a
proposal to approve the annual report of AS Premia Foods for 2013 in the form
submitted to the annual General Meeting. 

2)         Resolving Distribution of Profit

The net profit of AS Premia Foods for the 2013 financial year is 947,000 euro
and the total retained earnings as at 31.12.2013 are 1,113,000 euro. 

The Supervisory Board of AS Premia Foods makes the annual General Meeting a
proposal to pay dividends on the account of the accounting year’s profit in the
amount of 386,829 euro, i.e. 0.01 euro per share. 

The list of shareholders entitled to receive dividends will be determined as of
29.08.2014 at 23.59 and the date of payment of dividends will be on 04.09.2014
at the latest. 

The net profit of the accounting financial year, which exceeds the amount of
payable dividends, shall be allocated to the retained earnings. 

3)         Appointing Auditor for Financial Year of 2014 and Determining
Auditor’s Remuneration 

The Supervisory Board of AS Premia Foods makes the annual General Meeting a
proposal to appoint AS PricewaterhouseCoopers to be the auditor of AS Premia
Foods for the financial year 2014 and to determine the remuneration of the
auditor pursuant to the agreement to be executed with the auditor. 

4)         Resolving Acquisition of Own Shares and Determining Terms of
Buy-Back Programme 

The Supervisory Board of AS Premia Foods makes the annual General Meeting a
proposal to resolve the acquisition of own shares and determine the terms of
buy-back programme as follows: 

a)         the sole purpose of the acquisition of own shares is the reduction
of share capital; 

b)         AS Premia Foods shall have a right to buy back own shares either by
means of a single transaction or several transactions carried out on a
regulated market or over the counter starting from the moment this resolution
of the General Meeting is made public and until 31.05.2017; 

c)         the maximum amount of the shares that may be bought back is 500,000;

d)         the maximum price at which the shares may be bought back is 0.96
euro per share; 

e)         the acquired own shares shall be acquired on the account of the
assets exceeding the registered share capital, the reserve capital and the
share premium; 

f)          the aggregate of the nominal values of the own shares acquired
within the buy-back programme and of the previously acquired own shares of AS
Premia Foods shall not exceed 10% of AS Premia Foods’ share capital; 

g)         to authorize the Management Board of AS Premia Foods in the cases of
extreme low liquidity on the regulated market to exceed the limit of 25% of the
average daily volume of the shares in any one day on the regulated market which
is provided for in Art 5 subsection 2 of the Commission Regulation (EC) No
2273/2003 and to buy back own shares within one day in the amount which does
not exceed 50% of the average daily volume; 

h)         the buy-back of own shares shall be carried out in accordance with
the Commission Regulation (EC) No 2273/2003 dated 22 December 2003 implementing
Directive 2003/6/EC of the European Parliament and of the Council as regards
exemptions for buy-back programmes and stabilisation of financial instruments. 

i)           the buy-back programme of own shares shall be carried out by the
Management Board of AS Premia Foods. If the Management Board considers it
necessary, the Management Board may execute an agreement for carrying out the
own share buy-back program in accordance with the terms and conditions set
forth in this resolution with a competent credit institution or investment
firm. 

All documents pertaining to the annual General Meeting of shareholders of AS
Premia Foods, including the annual report for 2013, the sworn auditor's report,
the profit distribution proposal and the draft resolutions are available for
review as of the date of publishing of this notice on the website of AS Premia
Foods www.premiafoods.eu. 

This notice of convening annual General Meeting as well as the total number of
shares and voting rights related to shares as of the day of publishing the
notice of convening annual General Meeting will be also published on the
website of AS Premia Foods www.premiafoods.eu. 

Inquiries on items of the agenda of the annual General Meeting of shareholders
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. 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 decides on the lawfulness of the
shareholder's request or file within two weeks a petition to a court by way of
proceedings on petition to oblige the Management Board to disclose the
information. 

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
annual General Meeting if a respective request has been submitted at least 15
days prior to the General Meeting, i.e. by 14.05.2014 the latest in writing to
the following address: AS Premia Foods, Betooni 4, 11415 Tallinn, Estonia. 

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 annual General Meeting, i.e. by 26.04.2014
the latest by submitting the proposal in writing to the following address: AS
Premia Foods, Betooni 4, 11415 Tallinn, Estonia. 



Katre Kõvask

AS Premia Foods

Chairman of Management Board


         Additional information:
         Katre Kõvask
         Premia Foods
         Chairman of Management Board
         T: +372 6 033 800
         [email protected]
         www.premiafoods.eu