Market announcement

Title

ADOPTION OF RESOLUTIONS OF THE GENERAL MEETING OF SHAREHOLDERS OF AS PRFOODS WITHOUT CONVENING THE MEETING

Message

Dear shareholder

The  Management Board of  AS PRFoods, registry  code 11560713, address Pärnu mnt
141, 11314 Tallinn  (PRFoods), proposes to the shareholders to adopt resolutions
of  the shareholders  without convening  a meeting  pursuant to  § 299(1) of the
Commercial  Code. The proposal to adopt  resolutions without convening a general
meeting  of shareholders  is due  to the  restrictions on organizing meetings in
Estonia  arising from the COVID-19 pandemic established by the Government of the
Republic.

The  list of shareholders entitled to vote for shareholders' resolutions will be
fixed  on 14.05.2021 at the end of the business day of the Nasdaq CSD settlement
system.

As  of the date of  publication of this notice,  the share capital of PRFoods is
7,736,572 euros.  PRFoods has 38,682,860 ordinary  shares without nominal value,
each share giving 1 (one) vote at the voting of the decisions.

Resolutions  of the shareholders can be voted until 24.05.2021 12:00 (EET). If a
shareholder abstains, he / she shall be deemed to have voted against.

A shareholder has two options for giving his/her vote:

 1. By e-mail before the expiry of the voting period, by sending a digitally
    signed or signed on paper and scanned voting ballot filled in by the voting
    shareholder or his / her authorized representative to [email protected]
    (mailto:[email protected]).

 1. By submitting or sending a filled voting ballot signed by hand by the voting
    shareholder or his / her authorized representative to the office of PRFoods
    at Pärnu mnt 141, 11314 so that it arrives no later than 24.05.2021 at
    12:00 (EET).

To  enable the identification of a shareholder, the voting ballot sent by e-mail
must  be digitally signed. When sending a paper-signed and scanned voting ballot
by  e-mail  or  sending  a  paper-signed  voting  ballot  by post, a copy of the
personal  data page (incl. document validity date) of the shareholder's or his /
her  representative's identity document (e.g. passport  or ID card) must be sent
with  the voting  ballot. The  shareholder's representative  must also forward a
valid  power of attorney in Estonian or English in a form that can be reproduced
in writing. The shareholder may use a power of attorney form, which is available
on      PRFoods     website     https://www.prfoods.ee/investorile/aktsionaride-
uldkoosolek/aktsionaride-uldkoosolek.

If  the shareholder is  a legal entity  registered in a  foreign country, please
forward  a copy  of the  extract from  the relevant foreign commercial register,
which  shows the right of the representative to represent the shareholder (legal
authorization).  The statement must be in English or translated into Estonian or
English by a sworn translator or an official equivalent to a sworn translator.

The  proposals of the  Management Board for  the adoption of  resolutions by the
shareholders are as follows:

 1. Amendment of the Articles of Association

Background:

Due  to the need to raise additional  capital to reinforce the capital structure
of  PRFoods and in compliance with  the 14.05.2021 resolution of the Supervisory
Board  of PRFoods,  PRFoods intends  to issue  subordinated convertible notes to
qualified  investors in  the maximum  amount of  3,500,000 euros. To  ensure the
implementation  of the conversion  rights arising from  the notes the Management
Board  hereby proposes to the shareholders  to amend the articles of association
so  that the claims arising from such notes could be converted to capital by the
resolution of the Supervisory Board of PRFoods without calling a general meeting
of shareholders.

In  addition, it  is proposed  to waive  from the  requirement arising  from the
Articles  of Association whereby the supervisory board of PRFoods is required to
approve various resolutions of the subsidiaries.

Resolution proposal:

To make the following amendments to the Articles of Association of AS PRFoods:

  * To supplement the Articles of Association of AS PRFoods with clause 6.8 in
    the following wording:

"6.8.  The Supervisory Board may, within three  years as of coming into force of
this  version of the articles of association,  increase the share capital of the
Company  in the amount  required for conversion  of the convertible notes issued
according to the 14.05.2021 resolution of the Supervisory Board. The Supervisory
Board  may  not  increase  the  share  capital  by  more than EUR 3,500,000. The
Supervisory  Board may decide to increase  the share capital by contributions in
kind."

  * To delete clause 6.2.10.xii:

"Performance  of  any  acts  set  out  in  this  Article  by a subsidiary of the
Company;"

 1. Exclusion of the shareholder's pre-emptive subscription right

Resolution proposal:

To exclude the pre-emptive right of the shareholders to subscribe for new shares
issued by the Supervisory Board in compliance with clause 6.8 of the articles of
association  for conversion  of the  notes issued  according to  the 14.05.2021
resolution of the Supervisory Board.

The  new  version  of  the  articles  of  association,  the  explanation of the
Management  Board  regarding  the  need  to exclude the pre-emptive subscription
right  and the price of the shares to be issued for conversion of the notes  and
other  materials related to  the draft resolutions  can be found  and the voting
ballot     can     be     downloaded     from     the     PRFoods    web    page
https://www.prfoods.ee/investorile/aktsionaride-uldkoosolek/aktsionaride-
uldkoosolek. On working days between 9.00 and 16.00 (EET), it is possible to get
acquainted  with these materials and draft  resolutions at Pärnu mnt 141, 11314
Tallinn.  Questions related to the draft  resolutions of the shareholders can be
sent by e-mail to [email protected] (mailto:[email protected]).

The  resolutions  adopted  by  the  shareholders  will  be  published as a stock
Exchange  announcement and on the website of PRFoods no later than 31.05.2021 in
accordance with Commercial Code § 299(1) (6).


Indrek Kasela
AS PRFoods
Member of the Management Board
Phone: +372 452 1470
[email protected] (mailto:[email protected])
www.prfoods.ee (http://www.prfoods.ee/)