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PRF:NOTICE ON CONVENING ANNUAL GENERAL MEETING OF SHAREHOLDERS OF AS PREMIA FOODS

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Tallinn, Estonia, 2011-05-06 08:00 CEST (GLOBE NEWSWIRE) --


AS Premia Foods (register code 11560713, address Betooni 4, 11415 Tallinn,
Republic of Estonia), hereby convenes the annual General Meeting of
shareholders, which will be held on 31 May 2011 starting at 12.00 P.M. in room
Gamma of the conference centre of Hotel Olümpia (address Liivalaia 33,
Tallinn). 

The list of shareholders being entitled to vote at the General Meeting will be
determined seven days before the meeting, i.e. on 24 May 2011 at 23.59. 

The registration of the participants of the General Meeting begins on 31 May
2011 at 11.30 A.M. and ends at 12.00 P.M. at the venue of the meeting. 

For registration, please submit:

- in case of a natural person shareholder, a passport or ID-card.
Representative of the shareholder must also submit a written power of attorney; 

- in case of a legal entity shareholder, an extract from the respective
register where the legal entity is registered evidencing the authorities of the
legal entity's representative to represent the legal entity (representation by
virtue of law); and a passport or ID card of the representative. If the legal
entity is represented by a person who is not the legal representative of the
legal entity, a written power of attorney is also required. The documents of a
shareholder located abroad shall be legalized or certified with an apostille
unless a relevant international agreement stipulates otherwise. 

Prior to the annual General Meeting, a shareholder may notify AS Premia Foods
of appointing a representative or revoking authorisations to represent the
shareholder by sending a respective digitally signed notice to the e-mail
address [email protected] or by personally delivering the notice during business
days from 10.00 a.m. until 4.00 p.m. to the address Betooni 4, 11415 Tallinn,
Republic of Estonia, by 4.00 p.m. on 23 May 2011 at the latest. 

In accordance with the resolution of the Supervisory Board of AS Premia Foods,
dated 26 April 2011, the agenda of the annual General Meeting along with the
proposals of the Supervisory Board for the shareholders is as follows: 

  1. Approving the annual report for 2010

The Supervisory Board proposes to the annual General Meeting to approve the
annual report of the Company for 2010 in the form submitted to the annual
General Meeting. 

  1. Deciding on distribution of profit

The retained profit of the group of the Company as at 31 December 2010 is
1,831,000 euro (28,645,000 kroons). 

The Supervisory Board of the Company proposes the annual General Meeting to
distribute dividends on the account of retained profit in the amount of 387,000
euro (6,050,000 kroons), i.e. 0.01 euro per share. 

The list of shareholders entitled to receive dividends will be determined as of
15 June 2011 at 23.59 and the date of payment of dividends will be on 20 June
2011. 

3)         Appointing the auditor for financial year of 2011 and determining
the procedure for remuneration of auditor 

The Supervisory Board proposes to the annual General Meeting to appoint
Aktsiaselts PricewaterhouseCoopers as the auditor of the Company for financial
year 2011 and to determine the procedure for remuneration of auditor pursuant
to the agreement to be concluded with the auditor. 

4)         Approving the stock options granted to the members of Supervisory
Board 

On 20 December 2010, the Supervisory Board of the Company approved the terms
and conditions of the management and key employee stock option plan as
described in the offering and listing prospectus of the Company, dated 21 April
2010. According to the Rules of the NASDAQ OMX Tallinn Stock Exchange, stock
options granted to the members of Supervisory Board need to be approved by the
General Meeting of shareholders. 

The Supervisory Board of the Company makes the annual General Meeting proposal
to approve stock options to be granted to the member of the Supervisory Board
Mr. Erik Haavamäe on the following terms and conditions: 

(i)         Mr. Erik Haavamäe shall be granted 96,000 stock options entitling
Mr. Erik Haavamäe to acquire altogether up to 96,000 shares of the Company. The
number of option rights granted to Mr. Erik Haavamäe have been determined
dependent on achievement of targets set for the Company and input of Mr. Erik
Haavamäe into activities of the Company; 

(ii)        Mr. Erik Haavamäe shall be entitled to subscribe for altogether up
to 96,000 shares of the Company during 3-year period starting from 10 January
2012 and ending on 17 January 2014; 

(iii)        The shares of the Company may be acquired with the price of EUR
0.93 per one share; 

(iv)       The shares of the Company acquired in the course of the option plan
grant the right to dividends on the same financial year as they were acquired
provided that the list of persons entitled to dividends has not been fixed
before the acquisition of shares. 

The Supervisory Board of the Company proposes the annual General Meeting to
approve the stock option agreement concluded with Mr. Erik Haavamäe by the
Management Board of the Company on the above-described terms and conditions. 

All documents pertaining to the annual General Meeting of shareholders of AS
Premia Foods, inter alia the annual report for 2010 and the draft resolutions
are available for review as of 9 May 2011 on the website of AS Premia Foods
www.premiafoods.eu or during business days from 10.00 A.M. until 4.00 P.M. at
the address Betooni 4, 11415 Tallinn, Republic of Estonia. 

Inquiries on items of the agenda of the annual General Meeting of shareholders
can be sent to the e-mail address [email protected]. 



A shareholder has a right to receive information on the activities of AS Premia
Foods from the Management Board at the General Meeting. The Management Board
may refuse to disclose the information if there are sufficient grounds to
presume that the disclosure may adversely affect the interests of the company.
If the Management Board refuses to disclose the information, the shareholder
may claim that the General Meeting decides on the lawfulness of the
shareholder's request or within two weeks file a petition to a court by way of
proceedings on petition to obligate the Management Board to disclose the
information. 

Shareholders, whose shares represent at least 1/20 of the share capital of AS
Premia Foods, may propose draft resolutions with respect to each item on the
agenda at least 3 days prior to the annual General Meeting, i.e. by 28 May 2011
the latest by submitting the proposal in writing to the following address: AS
Premia Foods, Betooni 4, 11415 Tallinn, Republic of Estonia. 

Shareholders, whose shares represent at least 1/20 of the share capital of AS
Premia Foods, may request additional items to be added on the agenda of the
annual General Meeting if a respective request has been submitted at least 15
days prior to the General Meeting, i.e. by 16 May 2011 the latest in writing to
the following address: AS Premia Foods, Betooni 4, 11415 Tallinn, Republic of
Estonia. 






         Kuldar Leis
         
         AS Premia Foods
         Chairman of Management Board
         T:+372 6 033 800
         [email protected]
         www.premiafoods.eu