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AS PRFoods notice of noteholders meeting, intention to restructure the notes

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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 (as most recently amended on 20
September  2022) (the  "Terms"),  of  convening  a  meeting  of Noteholders (the
"Meeting").

The  Meeting  will  be  held  on  18.07.2024 at  11:00 (EET)  at  the offices of
Advokaadibüroo  COBALT, address Pärnu mnt 15, Tallinn (Kawe Plaza), 7(th) floor.
Registration  for the  Meeting will  be open  at the  venue of  the Meeting from
10.30 to 10.55 (EET).

Background and notice of intention for restructuring of obligations arising from
the notes

PRFoods  hereby convenes the Noteholders' Meeting with the aim of requesting the
Noteholders  (i) to grant a  waiver of the financial  covenants contained in the
Terms  and (ii) to consent to the  postponement of the next interest payment due
on the Notes.

Due  to  the  COVID-19 pandemic  and  its  grave  effects,  the overall economic
environment,  in  particular  high  inflation,  resulting  changes  in  consumer
behaviour and buying power and volatile fish prices, have created a very complex
operating  environment for PRFoods and  its subsidiaries. While various changes,
including  with the purpose of reducing costs and increasing cashflow, have been
made  in the operations  of PRFoods and  its subsidiaries, the  debt position of
PRFoods  and the group's net debt still remain at high levels and the results of
the  current  financial  year  are  still  observed  with  loss due to difficult
economic conditions.

For this reason, the financial results of PRFoods for the current financial year
will  not be at  the levels enabling  to fulfil the  Net Debt to EBITDA ratio of
4.5 (Section  5.2.1(b) of the Terms) and the DSCR level of 1.2 (Section 5.2.2 of
the Terms).

PRFoods  hereby  also  notes  that,  in  consideration  of the group's high debt
position  and the fact that the maturity date  of the Notes is in January 2025,
whereas  with the purpose of ensuring  sustainability of the economic operations
of  PRFoods and its subsidiaries, PRFoods  is contemplating the restructuring of
its  obligations arising  from the  Notes and  PRFoods' subordinated convertible
notes  issued in 2021, on  which PRFoods intends  to introduce a  plan to, among
others,  the Noteholders, in the fourth quarter  of the current calendar year at
the latest.

Proceeding  from the  foregoing, PRFoods  requests the  Noteholders to waive the
requirement  to meet  the financial  covenants contained  in Section  5.2 of the
Terms  and  to  decide  that  not  meeting  the financial covenants contained in
Section  5.2 of the Terms shall not constitute  a breach of the Terms by PRFoods
or  the occurrence of an Extraordinary Early Redemption Event (as defined in the
Terms).

PRFoods  notes  that,  in  the  beginning  of  2024, it has prematurely redeemed
approximately  13% of all issued Notes. Partly because of that and with the view
of  supporting  the  existence  of  positive  cashflow to ensure the sustainable
operations  of PRFoofs and its subsidiaries  and to support the establishment of
the  restructuring plan, PRFoods  also requests the  Noteholders to agree to the
postponement  of the next Interest Payment Date (as defined in the Terms and the
Final  Terms) due on  the Notes, scheduled  to be 22.07.2024, until the maturity
date of the Notes i.e. 22.02.2025. For the prolonged period, PRFoods is offering
to  the Noteholders a compensation which amount  per Note equals to one per cent
of  the  nominal  value  of  the  Note  per annum, calculated for the respective
prolonged  period. To this, interest calculated in accordance with the Terms and
the  Final Terms will be  added, meaning that for  the prolonged period interest
(calculated  at  the  rate  of  6.25% per  annum) together with the compensation
(calculated  at the rate of  1% per annum) together form  7.25% per annum of the
nominal value of the Note.

Agenda

The agenda of the Meeting is as follows:

 1. Organizational matters related to the meeting
 2. Voting on the following decision:

  i. to waive the requirement to meet the financial covenants set out in Section
     5.2 of the Terms, and to agree that the failure to meet the relevant
     financial covenants shall not constitute a breach of the Terms by PRFoods
     or the occurrence of an Extraordinary Early Redemption Event (as defined in
     the Terms); and
 ii. to consent to the postponement of the next Interest Payment Date (as
     defined in the Terms and the Final Terms) arising from the Terms and the
     Final Terms (as defined in the Terms), scheduled to be 22.07.2024, until
     the maturity date of the Notes being 22.01.2025, and to agree that the non-
     payment by PRFoods of the Interest on 22.07.2024 as foreseen in the Terms
     and the Final Terms shall not constitute a breach of the Terms by PRFoods
     or the occurrence of an Extraordinary Early Redemption Event (as defined in
     the Terms), or a delay in performance or in any other way undue performance
     by PRFoods of its payment obligations under the Terms or the Final Terms.

Right to participate and vote in 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.

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 Sections 5.5, 12.2.2 and 16.1.3 of the Terms, the resolution
as  set  out  in  the  agenda  of  the  Meeting  is  considered  adopted in case
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 resolution.

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 waiver of the financial covenants
provided  in Section 5.2 of  the Terms  and  consent to the  postponement of the
next  Interest Payment  Date arising  from the  Terms and  the Final Terms, such
resolution shall be binding on all Noteholders.

Annexes:

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

Additional information:
Timo Pärn / Krisjan Kotkas
AS PRFoods
Member of the management board
[email protected] (https://www.globenewswire.com/Tracker?data=quD5DZ2IlYX_G7F-
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