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 25 February 2022 at 12:00 (EET)  at the offices of
Advokaadibüroo  COBALT  OÜ,  address  Pärnu  mnt 15, 10141 Tallinn (Kawe Plaza).
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  participate  in and vote at the
Meeting, and not to physically attend the Meeting.

BACKGROUND
PRFoods'  subsidiary  Saaremere  Kala  AS  has,  on  9 February  2022, signed an
agreement  for the  sale of  100% shareholding in  its Finnish subsidiary Heimon
Kala  Oy to a Finnish  undertaking Nordic Fish Oy,  the parent company of one of
the largest Finnish fish farming companies Nordic Trout Oy owned by the Hukkanen
family  and Kalaneuvos Oy, the latter being one of the largest and most renowned
companies  in fishing industry. The execution of the sale transaction is subject
to  the fulfilment of certain preconditions. Among other things, the transaction
requires  the approval of PRFoods' shareholders,  for which purpose PRFoods has,
in accordance with the market announcement published on 10 February 2022, made a
proposal  to the shareholders for the adoption of resolutions in relation to the
sale   transaction   without   convening  a  meeting.  In  the  referred  market
announcement,  PRFoods  has  also  described  the  terms  of  the envisaged sale
transaction.
The  transaction has  been prompted  by the  objective to  exit from loss-making
units  and activities, an objective previously repeatedly emphasized by PRFoods.
For  the  purposes  of  achieving  the  referred  objective,  measures  such  as
restructuring  and the sale  of assets have  been implemented by PRFoods towards
the  Finnish business unit prior  to the decision on  the sale of the subsidiary
Heimon Kala Oy, which has been significantly affected by the negative impacts of
COVID-19 pandemic  and which is  the only loss-making  business unit of PRFoods.
Nevertheless,  PRFoods has come to a conclusion  that the sale of the subsidiary
Heimon  Kala  Oy  represents  the  right  decision strategically, and after long
negotiations, an agreement has been reached with the Finnish company Nordic Fish
Oy.
Given  that  PRFoods  has  recently  been  granted the approval for the multiple
increase  in volume of its Swedish farming, PRFoods and its group companies will
in  this year primarily  focus their attention  and investments on Sweden. Since
there  were no  opportunities for  such increase  in farming in Finland, PRFoods
considers  appropriate  to  abandon  both  production  and farming activities in
Finland,  especially  in  the  conditions  of  sharp  rise  in the prices of raw
material,  in light  of which  no perspective  with respect  to continuing as an
independent  enterprise or improvement of  the results of the  Finnish unit to a
level  comparable with other PRFoods'  units can be affirmed  either in short or
long term.
In  order to  execute the  sale transaction  described above successfully, among
others, the security interests established over the shares of Heimon Kala Oy and
Heimon  Kala Oy's assets for the  purposes of securing PRFoods' liabilities must
be  released. Given that the  real estate property of  Heimon Kala Oy (immovable
located  in Kuittila,  Finland, registered  under property identification number
109-573-14-1 with  the Title  and Mortgage  Register maintained  by the National
Land   Survey  of  Finland)  and  the  100% shareholding  of  PRFoods'  Estonian
subsidiary  Saaremere Kala AS in  Heimon Kala Oy (which,  as a surviving entity,
was merged with Finnish company Oy Trio Trading Ab in 2020) have been pledged in
favour  of  PRF  Collateral  Agent  OÜ  as  security  agent  of  the  Notes (the
"Collateral  Agrent") for the purposes of securing the claims of the Noteholders
arising  from the Notes in  accordance with items b)  and d) of Section 4.2.1 of
the  Terms, PRFoods wishes  to convene the  Meeting with the  purpose to ask the
Noteholders  to waive the  pledges established over  the real estate property of
Heimon Kala Oy and over the shareholding in Heimon Kala Oy as collateral for the
Notes,  to consent to the amendment of  the Terms in connection with the release
of  the said collateral, as well as  to instruct the Collateral Agent to release
the  referred collateral and take any and  all action necessary for the purposes
of   such  release  and  for  executing  the  amended  Terms.  Other  collateral
established  in favour of the Collateral Agent in accordance with the Terms will
remain valid.
As  a specification by  way of amending  item f) of  Section 4.2.1 of the Terms,
PRFoods  also  wishes  to  record  the  fact  that  PRFoods'  Swedish Subsidiary
Överumans  Fisk AB has been  transferred by Heimon Kala  Oy to PRFoods' Estonian
subsidiary Saaremere Kala AS in 2021.
PRFoods confirms that the intended sale of its Finnish subsidiary Heimon Kala Oy
as  described  above  does  not  affect  its  ability  to  fulfil  the  monetary
obligations  provided in the Terms, including the ability to make payments under
the   Notes.  In  addition,  PRFoods  highlights  that  the  security  interests
established  over the shareholding in its  Finnish subsidiary Heimon Kala Oy and
over  the real  estate property  of Heimon  Kala Oy  constitute second  or lower
ranking  security interests, wherefore the value  of such security interests for
the  Noteholders is low given this strongly  depends on the claims of the higher
ranking creditor and its acts and omissions.

AGENDA

The agenda for the Meeting will be as follows:

 1. Organisational matters relating to the Meeting.

2.     Voting on the following resolution:
2.1. granting  a waiver of the  security interests listed in  items b) and d) of
Section  4.2.1 of  the  Terms  as  collateral  securing  the Noteholders' claims
arising  from  the  Notes  in  connection  with  the sale of Heimon Kala Oy, and
consenting  that the release  of the referred  collateral shall not constitute a
breach  of  the  Terms  by  the  Issuer  or  any other collateral provider or an
Extraordinary Early Redemption Event in accordance with the Terms;
2.2. amending  the Terms by way of: (i) omitting  items b), d) and e) of Section
4.2.1 and  parts  of  the  unnumbered  paragraphs  following item f) that are no
longer  relevant in connection with  the sale of Heimon  Kala Oy; (ii) replacing
reference  to Heimon Kala Oy with a reference to Saaremere Kala AS in item f) of
Section  4.2.1; and  (iii)  amending  the  definition  of  "Collateral Provider"
included  in Section 17.1.9 by way of omitting  references to items b) and e) of
Section  4.2.1 from item a) of the definition  and adding a reference to item f)
of  Section  4.2.1 therein,  and  omitting  item  b)  of  the  definition in its
entirety;  and approving the  new version of  the Terms in  the form attached to
this notice as Annex 3;
2.3. instructing  PRF Collateral  Agent OÜ  as collateral  agent to  finally and
irrevocably release the collateral listed in items b) and d) of Section 4.2.1 of
the  Terms, to enter into transactions and take any and all action necessary for
such release, and to sign the amended 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-
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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  (meaning  legal  entities  of which PRFoods is a
majority  shareholders or which  are under PRFoods'  control) 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 waiver of the collateral listed in
items  b) and d) of Section 4.2.1 of the  Terms, consent to the amendment of the
Terms  in connection therewith and approve the new version of the Terms attached
to  this notice  as Annex  3, and instruct  the Collateral  Agent to release the
collateral, to enter into transactions and take any and all action necessary for
the  release and to sign the amended  Terms, such resolution 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

Annex 3 - Amended Note Terms and Conditions

Additional information:

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