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

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Tallinn, Estonia, 2013-05-06 07:00 CEST (GLOBE NEWSWIRE) --


AS Premia Foods (register code 11560713, address Betooni 4, 11415 Tallinn,
Estonia), hereby convenes the annual General Meeting of shareholders, which
will be held on 29 May 2013 starting at 13.00 p.m. in the hall “Galaxy 1” of
the hotel „Tallink Spa & Conference Hotel“ (address Sadama 11a, 10111 Tallinn,
Estonia). 

The list of shareholders being entitled to vote at the General Meeting will be
determined seven days before the meeting, i.e. on 21 May 2013 at 23.59. 

The registration of the participants of the General Meeting begins on 29 May
2013 at 12.30 p.m. and ends at 13.00 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 written 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 22 May 2013 at the latest. The
respective forms of power of attorney and revocation of the power of attorney
are available at the website of AS Premia Foods www.premiafoods.eu. 

In accordance with the resolution of the Supervisory Board of AS Premia Foods,
dated 29 April 2013, the agenda of the annual General Meeting along with the
proposals of the Supervisory Board to the shareholders is as follows: 

1)            Approving Annual Report of 2012

The Supervisory Board of AS Premia Foods makes the annual General Meeting a
proposal to approve the annual report of AS Premia Foods of 2012 in the form
submitted to the annual General Meeting. 

2)            Deciding on Distribution of Profit

The retained earnings of AS Premia Foods as at 31 December 2012 are 553,000
euro. 

The Supervisory Board of AS Premia Foods makes the annual General Meeting a
proposal to pay dividends on the account of retained earnings in the amount of
387,000 euro, i.e. 0.01 euro per share. 

The list of shareholders entitled to receive dividends will be determined as of
11 June 2013 at 23.59 and the date of payment of dividends will be on 14 June
2013 at the latest. 

3)            Extension of authorities of members of the Supervisory Board

The Supervisory Board of AS Premia Foods makes the annual General Meeting a
proposal to extend the terms of office of the following member of the
Supervisory Board for another term of five years as from the date of the
relevant resolution of General Meeting: Indrek Kasela, Lauri Kustaa Äimä, Aavo
Kokk, Harvey Sawikin, Jaakko Karo and Arko Kadajane. 

4)            Recalling Member of Supervisory Board

The Supervisory Board of AS Premia Foods makes the annual General Meeting a
proposal to recall the member of the Supervisory Board Erik Haavamäe from the
Supervisory Board. 

5)            Electing Additional Member of Supervisory Board

The Supervisory Board of AS Premia Foods makes the annual General Meeting a
proposal to elect Kuldar Leis as an additional member of the Supervisory Board
of AS Premia Foods. 

6)            Amending Articles of Association

The Supervisory Board of AS Premia Foods makes the annual General Meeting a
proposal to amend the Articles of Association and to approve the Articles of
Association in a new version as presented to the shareholders before the
meeting. 

7)            Appointing Auditor for Financial Year of 2013 and Determining
Auditor’s Remuneration 

The Supervisory Board of AS Premia Foods makes the annual General Meeting a
proposal to appoint AS PricewaterhouseCoopers as the auditor of AS Premia Foods
for the financial year 2013 and to determine the remuneration of the auditor
pursuant to the agreement to be executed with the auditor. 

All documents pertaining to the annual General Meeting of shareholders of AS
Premia Foods, including the annual report for 2012, the sworn auditor's report,
the profit distribution proposal, the draft of the new version of the Articles
of Association, the curriculum vitae of the new Supervisory Board member
candidate and the draft resolutions are available for review as of the date of
publishing of this notice on the website of AS Premia Foods www.premiafoods.eu. 

This notice on convening annual General Meeting as well as the total number of
shares and voting rights related to shares as of the day of publishing the
notice on convening annual General Meeting will be also published on the
website of AS Premia Foods www.premiafoods.eu. 

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 file within two weeks a petition to a court by way of
proceedings on petition to oblige 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 25 May 2013
the latest by submitting the proposal in writing to the following address: AS
Premia Foods, Betooni 4, 11415 Tallinn, 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 13 May 2013 the latest in writing to
the following address: AS Premia Foods, Betooni 4, 11415 Tallinn, Estonia. 


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