Börsiteade

Pealkiri

Notice of Extraordinary General Meeting of AS PRFoods

Teade

AS   PRFoods (registry  code  11560713, address  Pärnu  mnt  141, 11314 Tallinn,
Estonia;   hereinafter  also  referred  to  as  "PRFoods")  hereby  convenes  an
Extraordinary  General  Meeting  of  Shareholders  to  be  held on 10.01.2024 at
9:00. Registration of  the participants of the General Meeting will start at the
venue at 8:30 and will end at 8:55.

The  list of shareholders entitled to  vote at the Extraordinary General Meeting
of Shareholders shall be fixed seven days before the meeting, i.e. as at the end
of  the  business  day  of  the  Estonian Securities Register clearing system on
03.01.2024.

As  of the date  of publication of  the notice, the  share capital of AS PRFoods
amounts  to EUR 7,736,572. AS PRFoods has 38,682,860 ordinary shares, each share
entitling to 1 vote at the General Meeting.

When registering, please provide:

  * Natural person shareholders - an identification document. In addition, the
    shareholder's representative must submit a power of attorney in a form that
    can be reproduced in writing;
  * In the case of a legal person, the shareholder must submit an extract from
    the relevant register in which the person is registered. The shareholder's
    statutory representative must present an identification document, a
    representative acting under a power of attorney must provide an
    identification document and the respective power of attorney in format that
    can be reproduced in writing. If the extract from the foreign commercial
    register is not in English, please provide an Estonian translation certified
    by a sworn translator.

Prior  to the Extraordinary  General Meeting of  Shareholders, a shareholder may
notify  AS PRFoods of the  appointment of a representative  or the revocation of
the power of attorney by sending a digitally signed notice to the e-mail address
[email protected]  (mailto:[email protected]) or  by delivering  the written
notice  to the address Pärnu mnt 141, 11314 Tallinn, the Republic of Estonia, on
business days between 10:00 and 16:00, no later than 09.01.2024. The shareholder
may  use the  power of  attorney form  and the  form for  revocation of power of
attorney  that  are  available  on  the  website  of  AS  PRFoods www.prfoods.ee
(http://www.prfoods.ee).

Pursuant   to  the  resolution  of  the  Supervisory  Board  of  AS  PRFoods  of
19.12.2023, the  agenda and the resolution proposal of the Extraordinary General
Meeting of Shareholders are as follows:

 1. Sale by Saaremere Kala AS of the superficies license with the purpose of
    constructing aquacultural fish farming facilities at open sea issued by the
    Consumer Protection and Technical Regulatory Authority under the decision
    no. 1-7/23-317

The  Supervisory  Board  of  AS-i  PRFoods  makes  the following proposal to the
Extraordinary General Meeting of Shareholders:

To  approve  the  sale  by  Saaremere  Kala  AS (registry code: 11310040) of the
superficies  license with the purpose  of constructing aquacultural fish farming
facilities  at  open  sea  issued  by  the  Consumer  Protection  and  Technical
Regulatory  Authority  under  the  decision  no.  1-7/23-317 to  OÜ  Energy Port
(registry code: 14785192).

Background

Under      a      stock      exchange     announcement     dated     06.12.2023
(https://view.news.eu.nasdaq.com/view?id=bb1861e5148a959e71a651da146e2d481&lang=
en),  PRFoods  notified  that  the  subsidiary  of  PRFoods  - Saaremere Kala AS
(hereinafter "Saaremere Kala") - has on 01.12.2023 entered into a sales contract
(and on 06.12.2023 into an annex thereto), whereunder Saaremere Kala:

          1)     agreed  with  OÜ  Saare  Fishexport  (registry  code 10723478;
hereinafter "Buyer I") on the sale of the entire share held by Saaremere Kala in
OÜ Redstorm (a share with the nominal value of EUR 2,050 representing 51% of the
total share capital of OÜ Redstorm) to Buyer I; and

          2)     agreed with OÜ Energy Port (hereinafter "Buyer II") on the sale
of  superficies license held by Saaremere Kala issued by the Consumer Protection
and   Technical  Regulatory  Authority  under  the  decision  of  19.09.2023 no.
1-7/23-317 (the  purpose of  which is  to encumber  a public  water body for the
purposes  of  constructing  aquacultural  fish  farming  facilities at open sea)
(hereinafter  "Superficies License")  to Buyer  II subject  to the fulfilment of
certain conditions precedent.

The  negotiations  for  the  transactions  referred  to  above were commenced by
Saaremere Kala in a situation where Buyer I and Buyer II constituted third-party
counterparties  having no connection whatsoever  with PRFoods, Saaremere Kala or
any other subsidiaries of PRFoods. However, as explained by PRFoods in the stock
exchange  announcement dated 06.12.2023 addressing  the transactions, before the
transactions, Buyer I acquired a 49% shareholding in OÜ Redstorm from the former
minority shareholder thereof. Resulting therefrom, by the time of concluding the
transaction  for the sale of the shareholding  referred to above, Buyer I turned
to  be a minority shareholder of PRFoods' subsidiary and a related person within
the  meaning of  rules "Requirements  for Issuers"  (hereinafter the "Rules") of
Tallinn  Stock Exchange. Additionally, only a  few days before the transactions,
under  a transaction independent of PRFoods and Saaremere Kala, Buyer I acquired
100% shareholding  in Buyer II and,  as a result, by  the time of concluding the
transactions,  Buyer II  turned to  be a  company related  to Buyer I within the
meaning  of the Rules.  Despite the Buyers  had developed the described relation
with  the subsidiary of PRFoods prior to  the entry into the transactions due to
the  sequence  of  transactions  when  acquiring  the minority shareholding, the
negotiations  of the transactions  were held by  Saaremere Kala and PRFoods with
the relevant persons as non-related third parties.

In  accordance with the  Rules, transactions by  the issuer and its subsidiaries
with  related persons within the meaning of the Rules which transactions qualify
as  significant  require  the  transaction  to  be presented for approval to the
general meeting of shareholders of the issuer.

As  PRFoods  explained  in  the  stock  exchange  announcement dated 06.12.2023
addressing  the  transactions,  the  price  payable  to  Saaremere  Kala for the
shareholding  in OÜ Redstorm amounted to  EUR 313,348, which was fully paid when
the  contract was  concluded and  the share  was transferred,  an which shall be
complemented  by 51% of revenue  from the sale  of biomass from the 2023 farming
season,  payable on 10.01.2024. In addition, the contract was concluded with the
obligation  to repay a loan  obtained from Saaremere Kala  AS by OÜ Redstorm (in
the  aggregate amount  of EUR  547,115), to pay  a EUR 2,555 purchase invoice of
Saaremere  Kala and a EUR  10,427 invoice of PRFoods, all  of which were paid on
04.12.2023. Considering  the monetary value  of the transaction  for the sale of
shareholding  in OÜ Redstorm, the sale of  share in OÜ Redstorm does not qualify
as  "significant" within the meaning of the Rules  and, as at the date, the sale
of share in OÜ Redstorm to Buyer I has also been completed.

As disclosed by PRFoods in the stock exchange announcement dated 06.12.2023, the
price  payable for the superficies license  is EUR 2,500,000 (exclusive of VAT),
of  which EUR 2,000,000 plus VAT  for the whole transaction  shall be paid after
the  administrative  act  replacing  the  holder  of  the superficies license is
issued,  EUR 250,000 is  payable by  10.01.2025 and EUR 250,000 by 10.01.2026 at
latest.  Considering the monetary value  of the transaction for  the sale of the
superficies  license - if  such transaction is  considered a transaction entered
into  with a related  person - the  transaction for the  sale of the Superficies
License  qualifies as "significant" transaction within the meaning of the Rules,
requiring  the approval of the general meeting of shareholders of PRFoods as the
issuer.  In accordance  with the  Rules, upon  requesting such approval from the
general  meeting  of  shareholders,  among  others  things, an auditor's opinion
confirming  that the significant transaction entered  into with a related person
does  not  damage  the  interests  of  the  shareholders  not  concerned  by the
transaction  shall  be  presented.  Nevertheless,  PRFoods hereby notes that the
language  of  the  relevant  provision  of  the Rules refers that such auditor's
report  is required in an event where the relevant related party and participant
to  the transaction is a shareholder of the issuer itself, which is not the case
for the purposes of the transactions described above. Additionally, PRFoods does
not consider such requirement of the Rules to be in complete conformity with the
requirements  of  the  Securities  Market  Act.  The regulation contained in the
Securities  Market Act concerning transactions  with related persons (§ 135(4))
based  on  the  directive  (EU)  2017/828 of  the European Parliament and of the
Council  (so-called shareholders'  directive) do  not mandatorily  prescribe the
requirement  for the approval of the general  meeting of shareholders or for the
presentation of the auditor's opinion, and consider the approval of the relevant
transaction  by the supervisory board of  the issuer sufficient. The supervisory
board  of PRFoods  has approved  the transactions  upon the  conclusion thereof.
Also, PRFoods hereby explains that as at the date hereof, in connection with the
completion  of the sale of  the shareholding in OÜ  Redstorm, Buyer II no longer
qualifies as a related person.

Irrespective  of the foregoing, PRFoods has made efforts to obtain the auditor's
opinion  referred to in the Rules in  connection with the decision to obtain the
approval  of the general  meeting of shareholders  for the purposes  of the sale
transaction  of the Superficies License. Nevertheless, obtaining of such opinion
in  the timeframe  for the  completion of  the transaction  for the  sale of the
Superficies  Licence has not  proved practically possible.  PRFoods hereby notes
that  the  supervisory  board  has  approved  the  terms  and  conditions of the
transaction as suitable and, as noted above, no shareholder of PRFoods is or has
been  a counterparty to the transaction or otherwise related to the transaction.
Therefore,  no preference of the interests of  any shareholder over those of any
other  shareholders is taking  place in the  context of the transactions entered
into  by Saaremere Kala discussed above. The  qualification of Buyer I and Buyer
II  as "related  persons" within  the meaning  of the  Rules has  been triggered
mainly  by the sequence of the  completion of different transactions and despite
such  qualification, the  negotiations by  Saaremere Kala  and PRFoods were held
with such persons as non-related third parties.

PRFoods  would additionally like to highlight that  for the purposes of the sale
transaction  of the shareholding in OÜ Redstorm and the Superficies Licence held
by  Saaremere  Kala,  Saaremere  Kala  engaged  an independent financial advisor
(Oaklins   Estonia  OÜ,  registry  code  16422080) in  the  preparation  of  the
transactions   whose   tasks  were  to  find  potential  buyers  and  conducting
negotiations therewith with the aim of reaching the best possible sale terms and
conditions  in the market environment. PRFoods considers such arrangement of the
sales process has ensured the conclusion of the transactions on market terms and
has  also contributed to finding  of buyers in not  the most favourable economic
conditions.  Thereat, PRFoods has requested  the representative of the financial
advisor  to participate at the 10.01.2024 general meeting of shareholders, where
the  shareholders can request additional information  and ask questions from the
representative  of  the  financial  advisor  in  addition  to  the management of
PRFoods.

The detailed terms and conditions of the transactions and the effects thereof on
PRFoods   have   been   explained  in  the  stock  exchange  announcement  dated
06.12.2023. PRFoods considers the transactions discussed above and the execution
thereof  to be  in the  interests of  the issuer,  among others,  enabling it to
fulfil  its financial obligations. Upon failure  to obtain the approval from the
shareholders  for  the  purposes  of  the  sale  transaction  of the Superficies
License, it is unknown if another buyer for the Superficies License can be found
on the same terms and conditions.

***

The  draft resolution of the general  meeting of shareholders and other relevant
documents  will be available to the shareholders from the date of the release of
this  notice until the date of the general  meeting at the website of AS PRFoods
on http://www.prfoods.ee and at the website of the NASDAQ CSD SE Estonian branch
on www.nasdaqbaltic.com
(https://www.globenewswire.com/Tracker?data=nOspC5QnxlU6StUpYslngzQgy7yA3V4fpN5K
rcqGPiCloH0y7AxYUSUP1RHZveBg-YSviEgALe2cdyM-iG9yOZRmmhMl2ubIbyucviroLhs=).
Questions  regarding  the  agenda  can  be  sent by email to [email protected]
(mailto:[email protected]) or posted to the company's address.

At  the general meeting, a shareholder  is entitled to receive information about
the  company's business and performance from the company's Management Board. The
Management Board may decide to withhold certain information if there is a reason
to  believe that disclosure  of the information  may cause significant damage to
the  company's  interests.  If  the  Management  Board  refuses to disclose some
information,  a  shareholder  may  demand  that  the  general  meeting  adopts a
resolution  regarding  the  lawfulness  of  the  information  request  or file a
petition  with a court of law within two weeks requesting that the court require
the Management Board to disclose the information.

A shareholder whose shares represent at least one twentieth of the share capital
of  AS PRFoods may submit to the company  a draft resolution for any agenda item
by  sending the said draft resolution in  writing at least three days before the
General  Meeting to AS PRFoods, Pärnu mnt 141, 11314 Tallinn or sending it my e-
mail to [email protected] (mailto:[email protected]).

Indrek Kasela

AS PRFoods
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