Market announcement

Title

Notice of convening annual general meeting of shareholders of AS PRFoods

Message

Tallinn, Estonia, 2016-05-03 23:01 CEST (GLOBE NEWSWIRE) --


AS PRFoods (registry code 11560713, of Viru 10, 10140 Tallinn, Estonia), hereby
announces the annual general meeting of shareholders. This meeting will be held
on the 26thof May, 2016 at 10 a.m. in the conference room “Beta” at the
Radisson Blu Olümpia hotel (address: Liivalaia 33, Tallinn, Estonia). 

The list of shareholders entitled to vote at the general meeting will be
determined seven days before the meeting, i.e. by 11:59 p.m. on the 18th of
May, 2016. 

Registration to attend the meeting will start at the location of the meeting on
the 26th of May, 2016 at 9 a.m. and will finish at 10 a.m. 

In order to register, shareholders are asked to bring the following documents:

  -- Shareholders who are private individuals must bring a passport or
     government-issued identity card. A representative of a shareholder must
     also submit a written power of attorney in written form which authorizes
     the proxy to attend and/or vote on the shareholder’s behalf.
  -- Representatives of shareholders that are legal entities must bring an
     extract from the respective register where the legal entity is registered
     which confirms the authority of the legal entity’s representative to
     represent the legal entity (representation by virtue of law). The
     representative must also bring a passport or government-issued identity
     card. 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 PRFoods of the
appointment of a representative or revoke authorisation of a given
representative by sending a digitally signed notice to AS PRFoods by e-mail to
[email protected] or by delivering the respective document(s) personally on
business days from 10 a.m. to 4 p.m. at the location of the Company at Viru 19,
10140 Tallinn by 4 p.m. on the 25thof May, 2016. 

According to the decision of the supervisory board of AS PRFoods dated the 3rd
of May, 2016, the agenda of the annual general meeting along with the proposal
of the supervisory board is as follows: 

1. Covering the loss from previous years
The supervisory board of AS PRFoods proposes to the annual general meeting to
cover the loss from previous years in the amount of EUR 2,026,000 from reserves
and share premium. 

2. Approving the Company’s 2015 annual report
The supervisory board of AS PRFoods proposes to the annual general meeting to
approve the annual report of the Company for the financial year 2015 in the
form submitted to the annual general meeting. 

3. Decision on sharing the profit
The loss of AS PRFoods as at the 31st of December, 2014 is EUR 2,026,000 and
after adopting a resolution to cover the loss as stated in section 1, the
profit of AS PRFoods comes to EUR 1,179,000. 
The supervisory board of AS PRFoods proposes to the annual general meeting to
transfer EUR 12,400 to the reserve and not to distribute the remaining profit. 

4. Appointment of auditor for the financial year 2016 and determining auditor’s
remuneration 
The supervisory board of AS PRFoods proposes the appointment of AS
PricewaterhouseCoopers as auditor of AS PRFoods for the financial year 2016 and
to determine the remuneration of the auditor pursuant to the agreement to be
executed with the auditor. 

5. Introducing shares without nominal value and amending the articles of
association 
The supervisory board of AS PRFoods proposes to introduce shares without
nominal value and to change clauses 3.2, 3.3 and 9.1 of the articles of
association with the following wording: 

3.2. The minimum number of shares without nominal value is 38,682,860 and the
maximum amount is 154,731,440. 

3.3. The Company shall have only registered shares without nominal value.  Each
share shall grant one vote at the general meeting. The shares are of one type
only, and shall grant similar rights to the shareholders. 

9.1.  A share of the net profit (dividend) shall be paid to a shareholder pro
rata according to the book value of his/her shares. 

To add clause 5.7 to the articles of association with the following wording:

5.7. The shareholders may vote on the draft resolutions prepared in respect to
the items on the agenda of a meeting of shareholders using electronic means
prior to the meeting or during the meeting if it is specified in the notice
convening the general meeting. The procedure for electronic voting shall be
determined by the management board. The notice convening the general meeting
shall specify whether electronic voting is possible and the manner for
examining the procedure of electronic voting established by the management
board. The shareholder who voted using electronic means shall be deemed to have
taken part in the meeting and the votes represented by the shareholder's share
shall be accounted as part of the quorum of the meeting unless otherwise
provided by law. 

To delete clause 3.6. of the articles of association of the Company.

The supervisory board of AS PRFoods proposes to adopt the new version of the
articles of association that was submitted for review by the shareholders
before the general meeting. 

6. Partial change of the resolution of the shareholders of 29 May 2014
resolving acquisition of own shares and determining terms of buy-back programme 
The supervisory board of AS PRFoods proposes to the annual general meeting to
change the resolution of the shareholders of 29 May 2014 (resolving acquisition
of own shares and determining terms of buy-back programme) section 4
subsections b, c and d and establish these with the following wording: 

b)     AS PRFoods 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 29.05.2019; 

c)     the maximum amount of the shares that may be bought back is 1,000,000;

d)     the maximum price at which the shares may be bought back is 0.60 euro
per share; 

Do not change other clauses of the resolution of the shareholders of 29 May
2014 regarding acquisition of own shares and determining terms of buy-back
programme. 

All documents relating to annual general meeting of shareholders of AS PRFoods,
including the 2015 annual report of the Company, the sworn auditor’s report,
proposal on covering the loss, the new version of the articles of association
and the draft resolutions are made available at the website of AS PRFoods
www.prfoods.ee from the date of publication of this notice. 

This announcement of the annual general meeting as well as the total number of
shares and voting rights relating to shares as of the date of publication of
the announcement will also be published on the website of AS PRFoods
www.prfoods.ee. 

Inquiries regarding the agenda of the annual general meeting of shareholders
can be sent to the e-mail address [email protected] 

A shareholder has the right to receive information about the activities of AS
PRFoods from the management board at the general meeting. However, 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 compel the general meeting to decide on the lawfulness of the
shareholder's request or file within two weeks a petition to a court in order
to oblige the management board to disclose the information. 

Shareholders whose shares represent at least 1/20 of the share capital of AS
PRFoods 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 the 22nd of May,
2016, by submitting a proposal in writing to the following address: AS PRFoods,
Viru 19, 10140 Tallinn, Estonia. 

Shareholders whose shares represent at least 1/20 of the share capital of AS
PRFoods may request that additional items be added to the agenda of the annual
general meeting if the request is submitted at least 15 days prior to the
General Meeting, i.e. by the 10th of May, 2016, in writing to the following
address: AS PRFoods, Viru 19, 10140 Tallinn, Estonia. 

The general meeting of the shareholders of AS PRFoods will be broadcasted and
additional questions will be answered during the broadcast via web solution 

We are committed to full business transparency and therefore the general
meeting of the shareholders will be broadcasted and questions will be answered
during the broadcast. 

The live broadcast will be hosted by the Member of the Board Indrek Kasela, who
will share information in regards to agenda of the general meeting and
introduce the results of the company for the year 2015. Shareholders may send
their questions before the broadcast until May 24th by 23.59 by email
[email protected] or ask questions during the broadcast via web solution. 

To join the broadcast, please register by 24thMay by 23.59 via email
[email protected] or through registration form.  The list of shareholders
entitled to monitor the meeting via live broadcast and ask questions will be
fixed on 18 May 2016 at 23:59. After registration you will be provided with
instructions how to join the broadcast and ask questions during the meeting.
Exercising shareholder´s rights (i.e. voting) is not possible via live
broadcast. 

The broadcast of the shareholders meeting will be recorded and will be
available online for everyone at the company’s website on www.prfoods.ee. 



Indrek Kasela
AS PRFoods
Member of the Management Board
T: (+372) 6 033 800
[email protected]
www.prfoods.ee