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PRFoods Notice of Noteholders’ Meeting

Teade

AS PRFoods (registry code 11560713, registered address at Pärnu mnt 141, 11314
Tallinn, Estonia; the "Issuer") 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  30th June 2020 at 13:00 (EET) at the offices of the
Issuer  (Pärnu mnt 141 (Delta Plaza),  11314 Tallinn, Estonia). Registration for
the  Noteholders' Meeting will be open at the venue of the Meeting from 12:00 to
12:45 (EET).

BACKGROUND

In  light of the  COVID-19 pandemic, and the  extraordinary effects the pandemic
and  the  measures  taken  to  combat  the  pandemic  have  had  on the economic
environment  and the  Issuer's business,  the Issuer  has decided to convene the
Meeting  and request  from the  Noteholders a  waiver of the financial covenants
provided the Terms for the Issuer's 2019/2020 financial year (i.e. the financial
year 01.07.2019 - 30.06.2020),

The  COVID-19 pandemic  has  brought  along  an  extraordinary situation in most
countries  around the world, including in all countries where the Issuer and its
subsidiaries operate. To combat the pandemic, all countries where the Issuer and
its  subsidiaries operate have implemented special measures (including temporary
closure  of borders and other restrictions  which restrict the import and export
of  goods),  which  have  adversely  affected  the  economic  environment in the
relevant  countries  generally  (for  exmple,  there  has  been  a  decrease  in
consumption), as well as the operations of the Issuer and its subsidiaries.

Among  other, the  above described  circumstances have  had a temporary negative
effect  on the results of  operations of the Issuer  during the third and fourth
quarter  of  this  Issuer's  current  financial  year, including on the Issuer's
EBITDA,  and have also comlicated the fulfilment  by the Issuer of the financial
covenants provided in the Terms during these periods. Although the exact results
of  operations of the  Issuer for the  ongoing financial year  and the effect of
these  on the financial covenants  provided in the Terms  will be clear once the
Issuers   audited  annual  report  has  been  completed,  the  Issuer's  initial
calculations  indicate that for  the financial year  ending on 30 June 2020, the
Net Debt to EBITDA of the Issuer (calculated in accordance with the Terms) shall
be  higher than the level  of 5.0 provided in Clause  5.2.1 (a) of the Terms and
the  Issuer's DSCR (calculated in accordance with the Terms) shall be lower than
the level of 1.2 provided in Clause 5.2.2 of the Terms.

However, the Issuer confirms that the above described temporary negative effects
do  not affect the Issuer's ability to fulfill the monetary obligations provided
in the Terms (inclduing the ability to make the payments under the Notes).

In  the light of the  above, the Issuer wishes  to convene the Meeting and  asks
the Noteholders to waive the financial covenants provided in Sections 5.2 of the
Terms  for  the  Issuer's  2019/2020 financial  year  (i.e.  the  financial year
01.07.2019 -  30.06.2020), and decide  that any  non-fulfilment of the financial
covenants  provided in  Sections 5.2 of  the Terms  for the  Issuer's 2019/2020
financial  year shall not constitute  a breach of the  Terms by the Issuer or an
Extraordinary Early Redemption Event (as defined in the Terms).

AGENDA

Agenda for the Meeting will be as follows:

 1. Organisational matters relating to the Meeting.
 2. Voting on the granting of a waiver of the covenants provided in Section 5.2
    of the Terms for the Issuer's 2019/2020 financial year (i.e. the financial
    year 01.07.2019 - 30.06.2020).

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 to the Issuer upon registering for the Meeting.

Furthermore,  the Issue has 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  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]  (mailto:[email protected])) or signed by hand by mail (to the
address:  Advokaadibüroo TGS  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.

When  the Noteholders approve the granting of a waiver of the covenants provided
in  Section 5.2 of the Terms with the  above described majority, the said waiver
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 collateral agent as proxy holder.

Additional information:

Indrek Kasela
AS PRFoods
Member of the management board
+372 452 1470
[email protected] (https://www.globenewswire.com/Tracker?data=O1IEIbNG-
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