Market announcement

Title

PRFOODS NOTICE OF NOTEHOLDERS’ MEETING

Message

AS  PRFoods (registry code 11560713, registered address at Pärnu mnt 141, 11314
Tallinn,  Estonia;  "PRFoods")  hereby  notifies  persons holding the notes (the
"Noteholders")  of  the  Issuer,  due  on  22 January 2025 and bearing ISIN code
EE3300001577  (the "Notes"), issued  under the  Terms and  Conditions of Secured
Note  Issue of AS PRFoods dated 14 January  2020 (which have been amended on 25
February  2020; the  "Terms"),  of  convening  a  meeting  of  Noteholders  (the
"Meeting").

The  Meeting  will  be  held  on  24 May  2021 at  12:00 (EET) at Peetri 12 (Kai
Kunstikeskus), 10415 Tallinn, Estonia. Registration for the Meeting will be open
at the venue of the Meeting from 11:00 to 11:45 (EET). The management of PRFoods
requests  all  Noteholders  to  consider  that  due  to  COVID-19 caused  by the
coronavirus, it is advised to minimise the extent of physical gatherings and the
participation  therein. For this  purpose, the management  of PRFoods advises to
consider authorising representatives of the collateral agent to participapate in
and vote at the Meeting, and not to physically attend the Meeting.

Due  to the pandemic of COVID-19 caused by  the coronavirus commenced in the end
of  2019 and the extraordinary effects the  continuing pandemic and the measures
taken  to combat it have had on the economic environment, including the economic
affairs  of PRFoods and its group companies,  PRFoods has decided to convene the
Meeting  and request  from the  Noteholders a  waiver of the financial covenants
provided  the Terms  for PRFoods'  2020/2021 financial year  (i.e. the financial
year 01.07.2020 - 30.06.2021).

In  2020 and  2021, the  COVID-19 pandemic  has  continuously  brought  along an
extraordinary  situation  in  most  of  the  countries  where  PRFoods  and  its
subsidiaries  operate. To  combat the  pandemic, national  special measures have
been  taken and continuously implemented, which measures have continuously had a
negative impact on the operations of the PRFoods and its subsidiaries.

The  slow fallback of  the COVID-19 pandemic and  the continuing effects thereof
have  - in  addition to  the financial  year 2019/2020 (i.e.  the financial year
01.07.2019 -  30.06.2020) -  also  had  a  negative  impact  on  PRFoods  in the
financial  year  2020/2021 (i.e.  the  financial year 01.07.2020 - 30.06.2021),
which  have  in  turn  affected  the  ability  of  PRFoods to meet the financial
covenants  provided in the Terms during the ongoing financial year. Although the
exact  results of operations for the ongoing  financial year will be clear after
the  end of the ongoing financial year and  the effect of these on the financial
covenants  provided in the Terms will be clear once the audited annual report of
PRFoods  has been completed,  the initial calculations  of PRFoods indicate that
for  the financial year  ending on 30 June  2021, the Net Debt  to EBITDA of the
Issuer  (calculated in accordance with the Terms) shall be higher than the level
of  4.5 provided  in  Clause  5.2.1 (b)  of  the  Terms  and  the  Issuer's DSCR
(calculated in accordance with the Terms) shall be lower than the level provided
in Clause 5.2.2 of the Terms.

However, PRFoods confirms that the above described temporary negative effects do
not  affect its ability to fulfil the monetary obligations provided in the Terms
(including the ability to make the payments under the Notes).

As  one of the measures to mitigate the negative effects of COVID-19, PRFoods is
planning  - in accordance  with the announcement  made to the  investors and the
public on 07.05.2021 - to conduct an issue of subordinated convertible notes and
a tap-issue of the Notes in the 1(st) half of financial year 2021/2022 (i.e. the
financial  year  01.07.2021 -  30.06.2022), the  successful  completion of which
would,  in the opinion  of PRFoods, reinforce  the capital structure thereof and
its  subsidiaries,  and  facilitate  the  smoother  and faster recovery from the
negative  impacts  caused  by  COVID-19 and,  by  such  means,  also  the faster
improvement  of  the  financial  results  of  PRFoods.  Further,  the  issue  of
subordinated  convertible notes and  the tap-issue of  the Notes will enable the
refinancing of the short-term EUR 1,500,000 investment loan borrowed in 2017 and
the  short-term EUR 1,000,000 bridge financing  borrowed in 2021 by PRFoods from
its  shareholder Amber  Trust II  S.C.A in  connection with  the maturity of the
relevant  loans. Although the  referred note issues  will have an  effect on the
financial   covenants  provided  in  the  Terms,  PRFoods  highlights  that  the
subordinated  convertible notes  constitute subordinated  instruments, wherefore
the  payment  obligations  arising  therefrom  will  be  subordinated  to other,
unsubordinated payment obligations of PRFoods.

In  the light of the  above, PRFoods wishes to  convene the Meeting and asks the
Noteholders  to waive  the financial  covenants provided  in Section  5.2 of the
Terms  for  the  2020/2021 financial  year  of  PRFoods (i.e. the financial year
01.07.2020 -  30.06.2021), and decide  that any  non-fulfilment of the financial
covenants  provided in Section 5.2 of the Terms for the 2020/2021 financial year
of   PRFoods   (i.e.  the  financial  year  01.07.2020 -  30.06.2021) shall  not
constitute  a  breach  of  the  Terms  by  the  Issuer or an Extraordinary Early
Redemption Event (as defined in the Terms).

AGENDA

The agenda for the Meeting will be as follows:

 1. Organisational matters relating to the Meeting.
 2. Voting on the granting of a waiver of the covenants provided in Section 5.2
    of the Terms for the Issuer's 2020/2021 financial year (i.e. the financial
    year 01.07.2020 - 30.06.2021) and consenting to the effects of the issue of
    subordinated convertible notes and tap-issue of the Notes, as well as of the
    bridge financing borrowed in 2021 on the financial covenants provided in
    Section 5.2 of the Terms.

RIGHT TO PARTICIPATE AND VOTE AT THE MEETING

Only  persons appearing  as Noteholders  in the  Estonian Register of Securities
(the "Register")  at  the  close  of  settlement  day of the Register, seven (7)
banking days preceding the date of the Meeting, shall be entitled to participate
and vote at the Meeting.

Noteholders holding their Notes directly may participate and vote in the Meeting
directly  themselves or through their proxies. If  the Notes of a Noteholder are
held  through a custodian, such custodian must provide a proxy to the Noteholder
in  order for such Noteholder  to participate at the  Meeting. The form for such
proxy  has  been  attached  to  this  notice  as  Annex 1. To participate at the
Meeting,  an original copy of the proxy  signed by hand or signed digitally must
be presented upon registering for the Meeting.

Furthermore,  PRFoods has - in light of  the spread of COVID-19 and the measures
implemented  for combating the spread thereof - agreed with the collateral agent
of  the Notes that  the representatives of  the collateral agent  are willing to
represent  at the Meeting those Noteholders who do not wish to physically attend
the Meeting, cannot participate at the Meeting and cannot appoint another proxy.
If  a Noteholder wishes to authorise the representatives of the collateral agent
to  represent  such  Noteholder  at  the  Meeting,  the Noteholder must send the
collateral  agent a proxy  on the form  attached to this  notice as Annex 2 in a
digitally   signed   format   by   e-mail   (to  the  address: [email protected]
(https://www.globenewswire.com/Tracker?data=jh0x62b5VPswteZ_Vhgrm-
Kpn4I66IKqM3EfxRHcsW9D07J4G3ZLmRxlrz2dp0l45l8yV1vtgehD3lOXsOVo4e56xJkd-
wJm8hz0nVGjOuk=))  or signed by hand by mail (to the address: Advokaadibüroo TGS
Baltic,  Ahtri 6a, Tallinn 10151, Estonia) by the date preceding the date of the
Meeting.

QUORUM AND MAJORITY REQUIREMENTS

In accordance with Section 12.2.1 of the Terms, the Meeting shall have quorum in
case  Noteholders holding in aggregate Notes with the nominal value representing
more  than 50% of the  aggregate nominal value  of all Notes  are present at the
Meeting.

In  accordance with Section 5.5, 12.2.2 and  16.1.3 of the Terms, the resolution
on  amending the Terms  as set out  in the agenda  of the Meeting are considered
adopted  in case  the Noteholders  holding in  aggregate Notes  with the nominal
value  representing more  than 50% of  the aggregate  nominal value of all Notes
held by the Noteholders present at the Meeting vote in favour of the amendment.

PRFoods  and Related Parties (as defined in  the Terms) shall not have the right
to  vote at  the Meeting  and the  Notes held  thereby shall  not be  counted in
determining the quorum or the majority requirements.

When  the Noteholders approve the granting of a waiver of the covenants provided
in  Section 5.2 of the Terms with the  above described majority, the said waiver
shall be binding on all Noteholders.

ANNEXES

Annex 1 - Form of proxy for appointing a proxy holder chosen by the Noteholder.

Annex  2 - Form of  proxy for appointing  representatives of collateral agent as
proxy holder.

Additional information:

Indrek Kasela
AS PRFoods
Member of the management board
+372 452 1470
[email protected]
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