Market announcement

Title

PRF: Acquisition of Majority Shareholding in John Ross Jr. (Aberdeen) Limited and Coln Valley Smokery Limited and Notice on Convening Extraordinary General Meeting of PRFoods

Message

Tallinn, Estonia, 2017-06-26 15:40 CEST (GLOBE NEWSWIRE) --


On 26 June in 2017, AS PRFoods (PRF), JRJ & PRF Limited, a company belonging to
PRF consolidation group (the Acquiring Company), and Andrew Leigh, Christopher
Leigh, Jennifer Leigh and Victoria Leigh-Pearson (each separately the Seller
and all together the Sellers) executed a share purchase agreement (the
Agreement) under which the Acquiring Company acquires from respective Sellers
majority shareholding in John Ross Jr. (Aberdeen) Limited (JRJ) and Coln Valley
Smokery Limited (CVS), both located in the United Kingdom. JRJ and CVS are
related companies through their shareholders. JRJ is leading global Scottish
processed salmon company with sales in 30 countries and Royal Warrant Holder of
the British Royal Family. The Agreement is conditional and subject to the
approval of the General Meeting of shareholders of AS PRFoods. 

The Management Board of AS PRFoods hereby discloses, in consideration of
provisions 7.11 and 7.13.4 of Nasdaq Tallinn Rules ‘Requirements for Issuers’,
the terms and conditions of the contemplated transaction and convenes the
Extraordinary General Meeting of Shareholders of AS PRFoods. 

ACQUISITION OF MAJORITY SHAREHOLDING IN JRJ AND CVS

Object and Structure of the Transaction

According to the Agreement executed between PRF, the Acquiring Company and the
Sellers: 

  -- The respective Sellers will transfer and the Acquiring Company will acquire
     8352 JRJ ordinary shares (83.52%), 5000 JRJ A ordinary shares (50%), 50 JRJ
     B shares (100%) 50 JRJ C shares (100%) and 50 JRJ D shares (50%) with the
     total nominal value of 13,502 GBP i.e. 67.01% of total 20,150 GBP issued
     share capital of JRJ;
  -- The Seller Jennifer Leigh grants the Acquiring Company a right to acquire
     and the Acquiring Company grants JL the right to require the Acquiring
     Company to purchase (call and put option) 1648 JRJ ordinary shares (16.48%)
     and 5000 JRJ A ordinary shares (50%) with the total nominal value of 6,648
     GBP i.e. 32.99% of total 20,150 GBP issued share capital of JRJ within 2
     weeks following the period of 366 days as from closing of the transaction
     referred to under previous bullet point;
  -- The respective Sellers will sell and the Acquiring Company will buy
     directly 3200 CVS ordinary shares with the nominal value of 3,200 GBP,
     whereas the rest of the 1800 CVS ordinary shares with the nominal value of
     1,800 GBP are owned by JRJ already, hence the Acquiring Company shall
     acquire 100%, directly or indirectly, of total issued share capital of CVS.
  -- The Acquiring Company is incorporated on June 1st in 2017 in Scotland under
     registration number 567615 as a holding company by Saaremere Kala AS, a
     100% subsidiary of PRF. As part of the transaction, the Acquiring Company
     shall issue to Saaremere Kala AS and the Sellers Christopher Leigh and
     Victoria Leigh-Pearson shares in the Acquiring Company resulting the
     Acquiring Company having the following shareholders’ structure:
     -- Saaremere Kala AS will hold 85% of total shares of the Acquiring
        Company;
     -- Christopher Leigh and Victoria Leigh-Pearson will hold 15% of total
        shares of the Acquiring Company (Christopher Leigh – 10% and Victoria
        Leigh-Pearson – 5%). Christopher Leigh and Victoria Leigh-Pearson shall
        give over their respective shareholding in JRJ and CVS equal to
        2,322,933 GBP (2,715,293 EUR based on the exchange rate by Bank of
        Estonia as at 31.03.2017) in their value. For that they will get the
        abovementioned 15% shares of the Acquiring Company and additionally they
        will be issued loan notes in the total value of 395,649 GBP (EUR 462,477
        based on the exchange rate by Bank of Estonia as at 31.03.2017).
  -- As a result of the contemplated transaction, the Acquiring Company shall
     remain a subsidiary of Saaremere Kala AS within the meaning of § 6 of
     Commercial Code and both JRJ and CVS shall become part of AS PRFoods
     consolidation group.
  -- The main area of activity of JRJ and CVS is production and sales of high
     quality Atlantic fish (mainly salmon) products.


Purpose of Transaction and Effect on Operations of AS PRFoods

The purpose of the transaction is to acquire majority shareholding in JRJ and
CVS, hence the majority holding in the business operations of JRJ and CVS. A
successful closing of the transaction will increase the assortment of fish
products offered by PRF group companies, expand the geographical area of
operations and raise the professional know-how and clientele. 

The audited turnover of JRJ of 2016FY was 11.3 million GBP corresponding to
13.7 million EUR (Bank of Estonia exchange rate as at 30.06.2016). 

The unaudited turnover of CVS of 2016FY was 4.0 million GBP corresponding to
4.9 million EUR (Bank of Estonia exchange rate as at 30.06.2016). 

Unaudited consolidated turnover of JRJ of 2016FY was 13.1 million GBP
corresponding to 15.8 million EUR (Bank of Estonia exchange rate as at
30.06.2016). Unaudited consolidated turnover of JRJ of 1Q 2017 was 3.8 million
GBP corresponding to 4.5 million EUR (Bank of Estonia exchange rate as at
31.03.2017). 

Note that JRJ and CVS financial year is 1 July-30 June.

Further information on financials are presented below under Financial Results
and Table of Annual Reports. 

The audited consolidated turnover of AS PRFoods for 2016FY was 47.4 million
EUR, the unaudited consolidated turnover for the 1Q 2017 of AS PRFoods was 10.6
million EUR. 

Therefore, the turnover of JRJ/CVS exceeds 25% of the turnover of AS PRFoods,
meaning that the contemplated transaction has significant importance within the
meaning of Nasdaq Tallinn Stock Exchange Rules (Requirements for Issuers) and
must be submitted for approval to the General Meeting of AS PRFoods. 

The Acquiring Company will pay to the Sellers for the 85% of shares of JRJ and
CVS the purchase price of 13,163,290 GBP corresponding to 15,386,662 EUR (Bank
of Estonia exchange rate as at 31.03.2017) on payment terms and using the
financing as described below under Purchase Price and Payment Terms. 

Non-Related-Party Nature of Transaction; Management’s Interests

The contemplated transaction is not a related party transaction in the essence
of the Rules of the NASDAQ Tallinn Stock Exchange. The owners of JRJ are all
the Sellers and the owners of CVS are JRJ (36%) and the Sellers Andrew Leigh,
Christopher Leigh and Victoria Leigh-Pearson (64%). The members of board of
directors of JRJ prior to the completion of the contemplated transaction are
Andrew Leigh, Christopher Leigh and Victoria Leigh-Pearson. The members of
board of directors of CVS prior to the completion of the contemplated
transaction are Andrew Leigh, Christopher Leigh, Victoria Leigh-Pearson and
Mark Osborne. The latter persons have no connections to the majority
shareholders of PRFoods, the board members (or their relatives) of PRFoods or
its subsidiaries or affiliates. The transaction shall bring along changes in
the management level of the Acquiring Company, JRJ and CVS. An overview of
planned changes in the management of the Acquiring Company, JRJ and CVS is
given below. 

The current members of the Management and Supervisory Board of AS PRFoods,
Saaremere Kala AS or the Acquiring Company have no personal interests related
to the contemplated transaction. 

Conditions Precedent

The contemplated transaction is of significant importance within the meaning of
Nasdaq Tallinn Rules (Requirements for Issuers) and the Supervisory Board of
PRFoods submits the approval of the transaction to be resolved by the General
Meeting of PRFoods. Due to the above, the Management Board of AS PRFoods
convenes an Extraordinary General Meeting of shareholders (please see the
respective notice below). 

Obtaining the approval of the General Meeting of shareholders of AS PRFoods is
set as condition precedent to the completion of the contemplated transaction by
the Agreement. 

Purchase Price and Payment Terms

The total purchase price payable for the object of the contemplated transaction
as described above is 13,163,290 GBP corresponding to 15,386,662 EUR (Bank of
Estonia exchange rate as at 31.03.2017). As per the Agreement, the purchase
price is payable as follows: 

  -- the amount of 10,358,163 GBP (12,107,729 EUR, Bank of Estonia exchange rate
     as at 31.03.2017) will be paid to the respective Sellers in cash
     consideration upon the completion of the contemplated transaction, i.e.
     upon the transfer of ownership of 8352 JRJ ordinary shares, 5000 JRJ A
     ordinary shares (since 1648 JRJ ordinary and 5000 JRJ A ordinary shares
     shall remain as option shares), all of B, C, D type JRJ shares and 3200 CVS
     ordinary shares (since 1800 ordinary shares already belong to JRJ) to the
     Acquiring Company;
  -- the amount of 167,469 GBP (195,756 EUR, Bank of Estonia exchange rate as at
     31.03.2017) will be paid to the bank account of JRJ to settle the
     respective Sellers indebtedness in the same amount to JRJ;
  -- the amount of 752,991 GBP (880,176 EUR, (Bank of Estonia exchange rate as
     at 31.03.2017) will be deferred and paid to the respective Sellers in cash
     consideration after 6 months from the completion of the contemplated
     transaction;
  -- exercising the option with regards to 1648 JRJ ordinary shares and 5000 JRJ
     A ordinary shares shall require payment of cash consideration of
     1,884,667.35 GBP (2,203,001 EUR, Bank of Estonia exchange rate as at
     31.03.2017) payable upon exercising the option within 2 weeks following the
     period of 366 days as of completion of the above.


PRF finances the payment of purchase price by following means:

  -- Up to 12 million EUR loan to Saaremere Kala AS from either SEB Pank or
     Swedbank, with 6 months grace period after initial disbursement, interest
     rate of 3m or 6m EURIBOR plus margin in the region of 300-400 bps,
     repayment according to annuity repayment schedule, final maturity 5 -6
     years;
  -- 1,5 million EUR loan to SK from Amber Trust II S.C.A, SICAR, bearing annual
     interest rate of 5%, return due date 1.09.2018.


The amount of purchase price has been agreed upon based on the financial
results JRJ and CVS as at the end of 2016 financial year of JRJ/ CVS and as at
31 March 2017. Thus, exchange rate of 1 EUR = 0,8555 GBP by Bank of Estonia as
at 31 March 2017 is used unless stated otherwise. 

Financial Results and Table of Annual Reports

According to the Rules of NASDAQ Tallinn Stock Exchange (Requirements for
Issuers), an issuer must publish the financial results of the acquired company
for the three preceding financial years together with the last two annual
reports presented in a table format. 

Financial results for the three preceding financial years:

JRJ audited                                                                     
in GBP'000               FY 2014                 FY 2015                 FY 2016
--------------------------------------------------------------------------------
Turnover                   8,325                   9,511                  11,284
Net profit                   361                     633                   1,012
                                                                                
€/£                       0.8015                  0.7114                  0.8265
--------------------------------------------------------------------------------
in EUR'000               FY 2014         FY 2015 Bank of         FY 2016 Bank of
                 Bank of Estonia   Estonia exchange rate   Estonia exchange rate
                exchange rate as        as at 30.06.2015        as at 30.06.2016
                   at 30.06.2014                                                
--------------------------------------------------------------------------------
Turnover                  10,386                  13,369                  13,653
Net profit                   450                     890                   1,224
                                                                                
Dividends                   0.00                    0.01                    0.01
 per PRF                                                                        
 share                                                                          
Diluted                     0.00                    0.01                    0.01
 dividends                                                                      
 per share                                                                      
                                                                                
Net earning                 0.01                    0.02                    0.03
 per PRF                                                                        
 share                                                                          
Diluted                     0.01                    0.02                    0.03
 earnings                                                                       
 per share                                                                      



CVS unaudited                                                                   
in GBP'000                   FY 2014               FY 2015               FY 2016
--------------------------------------------------------------------------------
Turnover                       3,761                 4,068                 4,016
Net profit                        20                    58                   152
                                                                                
€/£                           0.8015                0.7114                0.8265
--------------------------------------------------------------------------------
in EUR'000                   FY 2014               FY 2015               FY 2016
                     Bank of Estonia       Bank of Estonia       Bank of Estonia
                 exchange rate as at   exchange rate as at   exchange rate as at
                          30.06.2014            30.06.2015            30.06.2016
--------------------------------------------------------------------------------
Turnover                       4,693                 5,718                 4,859
Net profit                        24                    82                   184
                                                                                
Dividends per                   0.00                  0.00                  0.00
 PRF share                                                                      
Diluted                         0.00                  0.00                  0.00
 dividends                                                                      
 per share                                                                      
                                                                                
Net earning                     0.00                  0.00                  0.00
 per PRF                                                                        
 share                                                                          
Diluted                         0.00                  0.00                  0.00
 earnings per                                                                   
 share                                                                          



JRJ consolidated unaudited                                                
in GBP'm                                                           FY 2016
--------------------------------------------------------------------------
Turnover                                                              13.1
Adjusted EBITDA                                                        2.1
                                                                          
in EUR'm                                                           FY 2016
                            Bank of Estonia exchange rate as at 30.06.2016
--------------------------------------------------------------------------
Turnover                                                              15.8
Adjusted EBITDA                                                        2.5

The annual reports of JRJ and CVS for the past two financial years in a table
format are enclosed as attachments. 

There have been no significant changes within JRJ and CVS since the year ended
30 June 2016. 

The audited consolidated financial reports of PRFoods are available on the web
page of AS PRFoods www.prfoods.ee. 

Overview of Loans by JRJ and CVS

According to the Rules of NASDAQ Tallinn Stock Exchange (Requirements for
Issuers), an issuer must publish information of the loans taken by JRJ and CVS. 

JRJ has concluded the following financing agreements:

Loan Agreements for financing the new factory in Scotland:                      
--------------------------------------------------------------------------------
- 
Lender          Type       Amount     Date        Term      Margin + Base Rate  
                            GBP        Signed                (BR)               
--------------------------------------------------------------------------------
Bank of         term loan    250,000  Dec 2015    15 years  2.85% + BR          
 Scotland                                                                       
--------------------------------------------------------------------------------
Bank of         term loan    185,000  Oct 2012    15 years  3.2% + BR           
 Scotland                                                                       
--------------------------------------------------------------------------------
Bank of         term loan    250,000  July 2005   15 years  1.5% + BR           
 Scotland                                                                       
--------------------------------------------------------------------------------

As at 30 April 2017, the balance of the loan amounts totals to 419,979 GBP
which corresponds to 497,193 EUR (Bank of Estonia exchange rate as at 30 April
2017). 

Further, JRJ has entered into hire purchase agreements for certain equipment
(Mitsubishi, Kilia bowl cutter, Geba multi slicer, Price labeller machine, BMW
pool car, HSBC angle slicer) with the balance as at 30 April 2017 being 68,893
GBP corresponding to 81,559 EUR (Bank of Estonia exchange rate as at 30 April
2017). 

The Sellers have taken loans amounting to 167,469 GBP corresponding to 195,756
EUR (Bank of Estonia exchange rate as at 31.03.2017) from JRJ which will be
settled with respective amount of the purchase price to the Acquiring Company
(see above under Purchase Price and Payment Terms). 

CVS and the Acquiring Company have taken no loans prior to the contemplated
transaction. 

Shareholder Structure of the Acquiring Company, JRJ and CVS

Prior to the contemplated transaction:

The shareholders of JRJ prior to the transaction are Andrew Leigh, Christopher
Leigh, Victoria Leigh-Pearson and Jennifer Leigh. 

The shareholders of CVS prior to the transaction are Andrew Leigh, Christopher
Leigh, Victoria Leigh-Pearson and JRJ itself. 

The sole shareholder of the Acquiring Company prior the contemplated
transaction is Saaremere Kala AS, 100% subsidiary of PRF. 

After the contemplated transaction:

After the completion of the transaction, including exercising the option, the
Acquiring Company shall own 100% of JRJ ordinary, A ordinary, B, C, D type of
shares and 100%, directly or indirectly, of all of the ordinary shares in CVS. 

As part of the transaction, Christopher Leigh and Victoria Leigh-Pearson will
become the shareholders in the Acquiring Company and the shares in the
Acquiring Company shall be held as follows: Saaremere Kala AS 85% shares,
Christopher Leigh 9,63% shares and Victoria Leigh-Pearson 5,37% shares. As
shareholders of JRJ & PRF Limited, Saaremere Kala AS, Christopher Leigh and
Victoria Leigh-Pearson shall enter into a shareholders’ agreement which
contains the following main terms: 

  -- Saaremere Kala AS is entitled to appoint 3 board members in the Acquiring
     Company, JRJ and CVS and Christopher Leigh and Victoria Leigh-Pearson
     jointly, as long as they hold 5% of the voting rights in the Acquiring
     Company, are entitled to appoint 2 board members in the Acquiring Company,
     JRJ and CVS;
  -- According to the agreed dividend policy, dividend payments are possible
     from free resources, i.e. after sufficient provisions have been made or set
     aside to satisfy tax responsibilities, obligations arising from financing
     agreements, necessary working capital and payments into reserves of the
     Acquiring Company, JRJ and CVS;
  -- should Christopher Leigh and Victoria Leigh-Pearson leave the company
     pursuant to respective bad leaver/good leaver provisions of the
     shareholders’ agreement, they shall sell their shares in the Acquiring
     Company at market value (good leaver) determined by the valuator as per
     agreement or a sum equal to 80% of the same (bad leaver). Their loan notes
     will be redeemed also.


Saaremere Kala AS, the Acquiring Company, Christopher Leigh and Victoria
Leigh-Pearson shall enter into put and call option agreement according to which
Saaremere Kala AS grants Christopher Leigh and Victoria Leigh-Pearson an option
to require Saaremere Kala AS to purchase and Christopher Leigh and Victoria
Leigh-Pearson grant Saaremere Kala AS an option to purchase the shares of the
Acquiring Company held by Christopher Leigh and Victoria Leigh-Pearson at the
end of 2020, 2021 and 2022 financial year for the consideration of A x ((8XB) +
C-D) where A= option shares as the numerator and total of issued shares as the
denominator; B=EBITDA of the Acquiring Company on consolidated bases as further
specified in the option agreement; C= free cash as the last business day prior
to exercising the option; and D= the aggregate amount immediately prior to
option completion of all outstanding loans and borrowings of the Acquiring
Company and its subsidiaries. In case the option will be exercised, the loan
notes will be redeemed as well. 

Significant Court and Arbitration Proceedings

The Acquiring Company, JRJ or CVS are not involved in any ongoing court or
arbitration proceedings, which could have material effect on its operations or
the operations of the Acquiring Company, JRJ, CVS, Saaremere Kala AS or AS
PRFoods. 

Agreements between AS PRFoods group companies and the Acquiring Company, JRJ or
CVS 

There were no commercial or other agreements in place between AS PRFoods group
companies and the Acquiring Company, JRJ or CVS prior to this transaction. 

Management and Supervisory Board Members

Prior to the contemplated transaction:

The member of the board of directors of the Acquiring Company is Indrek Kasela.
The members of the board of directors of JRJ are Andrew Leigh, Christopher
Leigh and Victoria Leigh-Pearson. The members of the board of directors of CVS
are Andrew Leigh, Christopher Leigh, Victoria Leigh-Pearson and Mark Osborne. 

None of the companies have supervisory board.

After the contemplated transaction:

The members of the board of directors of the Acquiring Company after the
contemplated transaction shall be Indrek Kasela, Kit Harrison, Jaakko Karo,
Christopher Leigh and Victoria Leigh-Pearson. The members of the board of
directors of JRJ shall be Indrek Kasela, Christopher Leigh, Victoria
Leigh-Pearson and Jennifer Leigh. The members of the board of directors of CVS
shall be Indrek Kasela, Christopher Leigh and Victoria Leigh-Pearson. 

No supervisory boards to any of the companies shall be formed.

Christopher Leigh shall be responsible for the overall operational management
of JRJ and CVS and Victoria Leigh-Pearson shall be responsible for sales and
marketing of JRJ and CVS. 

Christopher Leigh was born 7 October 1973. Christopher Leigh joined JRJ in 1992
and is the Managing Director of JRJ. He has extensive industry experience.
Christopher has GCSE (General Certificate of Secondary Education). 

Victoria Leigh-Pearson was born 7 April 1976. Victoria joined the Group in 2003
and has been Sales Director for ten years at JRJ and consultant on CVS sales.
Victoria holds significant sales and marketing experience from her previous
roles. Victoria Leigh-Pearson has GCSE's / CAM diploma (post grade course, in
Communications, Advertising, Marketing). 

Jennifer Leigh was born on 20 August 1943. Jennifer Leigh joined the group in
1989 and manages the groups finance function and HR department. Jennifer has
GCSE (General Certificate of Secondary Education). 

Kit Harrison was born on 16 August 1973 has been for long involved in
developing business concepts and running several business ventures, including
2016-17 Albright Dene, 2015-16 dreamsmith+, 2013 Ski Verbier, 2010-14 in
Leeming Brothers. 

Indrek Kasela is the CEO of PRFoods. Jaakko Karo has been a member of the
Supervisory Board of the PRFoods since August 2009. 

None of the joining directors, i.e. Christopher Leigh, Victoria Leigh-Pearson,
Jennifer Leigh, Kit Harrison own any PRF shares. 

The spokespersons related to the transaction are Indrek Kasela and Christopher
Leigh. 



NOTICE ON CONVENING EXTRAORDINARY GENERAL MEETING OF AS PRFOODS

AS PRFoods (register code 11560713, address Pärnu rd. 141, 11314 Tallinn,
Estonia), hereby convenes the Extraordinary General Meeting of shareholders,
which will be held on 19 July in 2017 starting at 11am in the conference room
“Arcturus” at the Nordic Hotel Forum hotel (address: Viru väljak 3, Tallinn,
Estonia). The initiator of convening the extraordinary general meeting is the
Supervisory Board of AS PRFoods and the reason is to obtain the approval of the
General Meeting of AS PRFoods to acquire a majority shareholding in John Ross
Jr. (Aberdeen) Limited and Coln Valley Smokery Limited, which is set as
condition precedent to the completion of the mentioned contemplated
transaction. 

The list of shareholders being entitled to vote at the Extraordinary General
Meeting will be determined seven days before the meeting, i.e. on 12 July in
2017 at 23.59. 

As at the disclosure of this notice the share capital of AS PRFoods is 7 736
572 euros divided into 38 682 860 shares, all of the same class and without
nominal value. Each share entitles to one vote at the general meeting. 

The registration of the participants of the Extraordinary General Meeting
begins on the day of the meeting e.g. 19.07.2017 at 10am and ends at 11am 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. AS PRFoods may register a shareholder who
     is a legal person of a foreign country as a participant in the general
     meeting also in case all required data on the legal person and the
     representative are included in the notarised authorisation document issued
     to the representative in a foreign country and the authorisation document
     is acceptable in Estonia.

Prior to the Extraordinary General Meeting, a shareholder may notify AS PRFoods
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 a.m. until 4 p.m. to the address Pärnu rd 141,
11314 Tallinn, Estonia, by 4 p.m. on 14 July 2017 at the latest. The
shareholder may use the respective forms of power of attorney and revocation of
the power of attorney available at the website of AS PRFoods www.prfoods.ee. 

In accordance with the resolution of the Supervisory Board of AS PRFoods, dated
22 June 2017, the agenda of the Extraordinary General Meeting along with the
proposals of the Supervisory Board to the shareholders is as follows: 

1. Approval of acquisition of majority shareholding in companies John Ross Jr.
(Aberdeen) Limited (JRJ) and Coln Valley Smokery Limited (CVS). 

The Supervisory Board of PRFoods proposes to the shareholders to vote in favour
to the approval of the acquisition of majority shareholding in JRJ and CVS by
AS PRFoods group company JRJ & PRF Limited in accordance with the terms and
conditions of the contemplated transaction as made available to the
shareholders at the website of Nasdaq Tallinn and at the web site of AS PRFoods
www.prfoods.ee simultaneously with convening the extraordinary general meeting
of shareholders, and as presented to the shareholders in the course of the
extraordinary general meeting of shareholders. 

Inquiries on items of the agenda of the Extraordinary 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
PRFoods 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
PRFoods, 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 Extraordinary General Meeting, i.e. by 4 July 2017
the latest to the following address: AS PRFoods, Pärnu rd. 141, 11314 Tallinn,
Estonia. Concurrently with the demand to complement the agenda, a draft
resolution on or substantiation of each additional issue shall be submitted to
the company. 

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 Extraordinary General Meeting, i.e. by 14 July
2017 by submitting the proposal in writing to the following address: AS
PRFoods, Pärnu rd. 141, 11314 Tallinn, Estonia. 

The Extraordinary General Meeting of the Shareholders of AS PRFoods will be
broadcasted and additional questions will be answered during the broadcast via
web solution 

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.
Shareholders may send their questions before the broadcast until 14 July 2017
by 23.59 by email to [email protected] or ask questions during the broadcast
via web solution. 

To join the broadcast, please register by 14 July 2017 by 23.59 via email
[email protected]. The list of shareholders entitled to monitor the meeting via
live broadcast and ask questions will be fixed on 12 July 2017 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
Phone: +372 452 1470
[email protected]
www.prfoods.ee