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PRFoods: Conclusion of the sale and purchase agreement of Överumans Fisk AB and proposal for a resolution of the general meeting of shareholders without convening a meeting

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PRFoods:  Conclusion of the sale and purchase agreement of Överumans Fisk AB and
proposal  for  a  resolution  of  the  general  meeting  of shareholders without
convening a meeting

On  03.09.2022, Saaremere Kala AS, the subsidiary  of AS PRFoods, signed a share
purchase  agreement for the transfer of 100% of  the shares in Överumans Fisk AB
to  Vattudalens Fisk AB. Överumans  Fisk AB is farming  rainbow trout in Sweden.
Vattudalens Fisk AB is a Swedish company that has been farming rainbow trout for
over 10 years. The transaction is subject to the approval of the shareholders of
AS  PRFoods and  the shareholders  voting for  this will  be carried out without
convening  a meeting. PRFoods will now focus on fish farming in Estonia with the
aim of becoming the largest fish farmer in the region.

Purpose of the transaction and impact on activities of AS PRFoods

The  rationale of the transaction is to exit Swedish business. The proceeds will
reduce  the debt of PRFoods and increase  equity for investments in fish farming
in Estonia, which should in the future be larger than its fish farming in Sweden
today.

At  the time of publishing this notice, the estimated expected sale price of the
shares  in Överumans Fisk AB is EUR  10,539,141. The final sale price may change
during  a later  adjustment (for  details on  the adjustment  of the sale price,
please  refer  to  section  "Sales  price  and payment terms, difference between
acquisition and transfer price" below).

The  impact to AS  PRFoods consolidated accounts  is the estimated expected sale
price   EUR   10,539,141 less   Överumans  Fisk  AB  equity  EUR  2,740,717 less
depreciated  goodwill EUR 3,443,064 . The extraordinary  profit from sale of the
business is EUR 4,355,360.

Commentary  to PRFoods unaudited consolidated  interim report: the difference in
net loss is derived from reporting of goodwill. Previously Överumans Fisk AB was
owned  by Heimon Kala Oy and goodwill was not reported separately. Prior to sale
of  Finnish business, Överumans Fisk AB was transferred to Saaremere Kala. Since
the  transaction to sell Sweden took place  after the end of financial year, the
goodwill for sale of Swedish business is reported separately.

Transaction  between  unrelated  parties,  interests  of  management and related
parties

The  shares of Vattudalens Fisk AB, the acquirer of Överumans Fisk AB, are owned
by  Svåholmen AS, which is  part of Norwegian group  Egersund Group AS and whose
ultimate  beneficiaries Norwegian nationals without ownership or other interests
in or related to PRFoods.

The  proposed transaction thus  does not qualify  as a related party transaction
under the rules of the NASDAQ Tallinn Stock Exchange.

In  connection with  the proposed  transaction, Överumans  Fisk AB  will fulfil,
using the funds received from the acquirer, outstanding loan obligations towards
Amber  Trust II S.C.A.  SICAR and Lindermann,  Birnbaum & Kasela  OÜ, as well as
other  group companies towards  various credit institutions.  In connection with
the proposed transaction, a guarantee issued by Lindermann, Birnbaum & Kasela OÜ
to  a supplier of Överumans Fisk AB will also be released, or alternatively, the
acquirer  undertakes to guarantee such obligations arising from the guarantee on
a back-to-back basis for Lindermann, Birnbaum & Kasela OÜ.

Conditions precedent

Överumans  Fisk AB is deemed a significant subsidiary of Saaremere Kala AS which
is  a subsidiary of AS  PRFoods, within the meaning  of the NASDAQ Tallinn Stock
Exchange  Rules and, accordingly, the sale of the shares in Överumans Fisk AB is
subject  to the approval by  the general meeting of  shareholders of AS PRFoods.
Consequently,  the management  board of  AS PRFoods  hereby proposes  adopting a
resolution  of the general  meeting of shareholders  without convening a meeting
(please  refer  to  notice  below)  and  provides  further information about the
transaction.

The  transaction is subject to  waiver of the Överumans  Fisk AB share pledge by
the noteholders of AS PRFoods notes due on 22 January 2025 and bearing ISIN code
EE3300001577 as described in a market announcement published on 05.09.2022.

In  addition to the approval of the general meeting of shareholders and the said
waiver  by the noteholders of AS  PRFoods due on 22 January 2025, the completion
of  the  proposed  transaction  is  subject  to fulfilment of certain conditions
precedent,  including:  a)  no  adverse  development  in  the  status of certain
permit(s)  to develop and operate farming locations compared to the signing date
of  the share purchase agreement; b) Överumans Fisk AB continuing its operations
in  the  ordinary  course  of  business  until  the closing date and no material
adverse effect in Överumans Fisk AB from 30 June 2021 and until closing that has
not  been disclosed to the purchaser; c)  no material agreements of, or material
licenses  or permits  held by,  the Överumans  Fisk AB  have been  terminated or
altered  as a consequence of the transaction,  other than disclosed to the buyer
prior  to signing of  the share purchase  agreement. Failure to  comply with the
conditions  precedent  within  the  time  limits  will entitle the buyer and the
seller to withdraw from the share purchase agreement.

The  transfer of the shares  in Överumans Fisk AB  also requires that AS PRFoods
issues  a first demand guarantee  to the acquirer Vattudalens  Fisk AB to secure
the  obligations  of  the  seller  (Saaremere  Kala  AS).  AS  PRFoods  and  its
subsidiaries  also undertake to  comply with a  non-competition clause regarding
Överumans  Fisk AB on  Swedish territory and  non-solicitation clause concerning
the  key employees  of Överumans  Fisk AB  for a  period of  two years  from the
closing of the transaction.

Sales price and payment terms, difference between acquisition and transfer price

Pursuant  to the NASDAQ Tallinn Stock Exchange Rules (Requirements for Issuers),
the  issuer shall  publish the  difference between  the acquisition and transfer
price of the shares of a significant subsidiary.

The  final sales price  for the shares  in Överumans Fisk  AB will be calculated
based on the agreed enterprise value of EUR 10,500,000 (ten million five hundred
thousand  euros),  adjusted  for  the  following  balance  sheet items as at the
closing  date: (i) net debt; (ii)  net related party debt/claims balances; (iii)
net  external  party  debt/claims  balances;  (iv)  value  of biomass calculated
according  to  market-based  principles  agreed  between  the  parties;  and (v)
possible adjustments to the annual accounts 2021/2022 of Överumans Fisk AB after
completion of the audit process.

The  difference of  the acquisition  price and  transfer price  of the shares in
Överumans  Fisk  AB  is  EUR  4,355,360, subject  to the final balance sheet and
related sales price adjustment.

Economic results and table of audited accounts

Pursuant  to the NASDAQ Tallinn Stock Exchange Rules (Requirements for Issuers),
the  issuer shall publish the financial  results of a significant subsidiary for
the  three  preceding  financial  years  together  with  the  audited  financial
statements for a two-year period in a form of a comparison table. The respective
information is set out below.

The  audited unconsolidated financial  information of Överumans  Fisk AB (at the
time   of   publishing  this  notice,  Överumans  Fisk  AB  does  not  have  any
subsidiaries) for the previous three financial years:

 In thousand Euros                  2019/2020 2020/2021 2021/2022 (not audited)
-------------------------------------------------------------------------------
 Turnover                           3 916     3 375     2 029
-------------------------------------------------------------------------------
 Net profit (-loss)                 -52       -138      -912
-------------------------------------------------------------------------------
 Dividend per share                 -         -         -
-------------------------------------------------------------------------------
 Regular  net  profit  (-loss)  per
 share of AS PRFoods                -0,001    -0,004    -0,024
-------------------------------------------------------------------------------
 Diluted  net  profit  (-loss)  per
 share of AS PRFoods                -0,001    -0,004    -0,024
-------------------------------------------------------------------------------

The financial statements of Överumans Fisk AB for the last three financial years
are  appended  to  this  notification  as  a  separate document in the form of a
comparative  table. As  Överumans Fisk  AB is  a Swedish  company, the  table is
provided  as an unofficial English translation prepared on the basis of original
documents in the Swedish language.

No  significant changes  have occurred  in the  business activities of Överumans
Fisk AB since the end of the last financial year.

Overview of loans

According to the NASDAQ Tallinn Stock Exchange Rules (Requirements for Issuers),
the  issuer is required to disclose information about loans taken by significant
subsidiaries.

As  of the  date of  this announcement,  Överumans Fisk  AB has loans from Amber
Trust II S.C.A. SICAR in the amount of EUR 850,000 and from Lindermann, Birnbaum
& Kasela OÜ in the amount of EUR 1,442,000.

The  lenders are shareholders of AS PRFoods  and therefore related persons to AS
PRFoods  within the meaning of NASDAQ Tallinn Stock Exchange Rules (Requirements
for Issuers).

In  connection with the proposed transaction, all of the above-mentioned related
party loans will be repaid.

Shareholder structure

Saaremere  Kala AS is the sole shareholder  of Överumans Fisk AB, owning a total
of 40,000 Överumans Fisk AB shares with a nominal value of SEK 100 each.

Significant legal and arbitration proceedings

Överumans Fisk AB has pending legal proceedings in relation to a dispute related
to  environmental decisions in Blåtjärn and Hölleforsen (case No. Ö 1696-22) and
a dispute related to a new permit in Ankarsund (case No. 551-1888-2020).

Överumans  Fisk AB is not involved in any other legal or arbitration proceedings
that  could have  a material  impact on  its business  or to  the business of AS
PRFoods.

Agreements with AS PRFoods and other related associations

AS  PRFoods is listed as the policy  holder in two insurance policies related to
Öveurmans   Fisk   AB.   In   connection  with  the  proposed  transaction,  the
corresponding   insurance   contracts   regarding  Överumans  Fisk  AB  will  be
terminated.

AS PRFoods or its subsidiaries provide certain IT services and/or licenses and a
few  individual physical IT assets to Öveurmans  Fisk AB. In connection with the
proposed transaction, providing of such services/licenses will be terminated and
the  few existing  individual IT  assets will  be left  in the possession of the
buyer.

The  proposed transaction gives  Saaremere Kala AS  a right to  buy fish and roe
from  Överumans  Fisk  AB  until  April  30, 2023 under  the specific conditions
agreed.

Members of the management board

The  board member of Överumans Fisk AB is Margus Rebane and the substitute board
member is Indrek Kasela.

In  connection with the transaction, Margus Rebane and Indrek Kasela will resign
from  their positions, after which Margus Rebane  will be re-elected to the same
position. Indrek Kasela will continue his activities as an observer on the board
of Överumans Fisk AB for a limited period of time.

PROPOSAL  FOR A RESOLUTION OF THE  GENERAL MEETING OF SHAREHOLDERS OF AS PRFOODS
WITHOUT CONVENING A MEETING

The  Management board of  AS PRFoods (registration  code 11560713, address Harju
County, Tallinn, Central City District, Pärnu mnt 141, 11314; ISIN EE3100101031)
proposes  to  the  shareholders  to  adopt the shareholders' resolutions without
convening a meeting pursuant to § 299(1) of the Commercial Code.

Please  send any questions regarding the draft resolutions to the e-mail address
[email protected] (mailto:[email protected]) or to the address of AS PRFoods
Pärnu  mnt  141, 11314 Tallinn,  Estonia,  no  later  than  19.09.2022. Relevant
questions   and   answers   will   be   published   on   the   website   of   AS
PRFoods www.prfoods.ee  (http://www.prfoods.ee). The  list of  shareholders with
voting  rights will be  fixed as at  the close of  business on 05.09.2022 in the
Nasdaq  CSD settlement system. As of the date of publication of this 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. Voting
is  possible  in  the  period  from  06.09.2022 to  19.09.2022 (inclusive). If a
shareholder  abstains from voting,  he/she will be  deemed to have voted against
the   resolution.   The  voting  ballot  is  available  on  the  website  of  AS
PRFoods www.prfoods.ee (http://www.prfoods.ee).

Shareholders have the following options to cast their votes:
      (i)   By  submitting the ballot  paper, completed and  digitally signed by
the  shareholder entitled to vote or by  his/her proxy, or by submitting a paper
ballot,     signed     and    scanned,    by    e-mail    to [email protected]
(mailto:[email protected]) during the voting period.
      (ii)   By  submitting  the  paper  ballot,  completed  and  signed  by the
shareholder entitled to vote or his/her authorised representative, or by sending
it to the office of AS PRFoods at Pärnu mnt 141, 11314 Tallinn, Estonia, in such
a way that it arrives no later than 17:00, 19.09.2022.

The  voting form submitted by e-mail must be digitally signed in order to enable
the identification of the shareholder. If the paper ballot is signed and scanned
and sent by e-mail or if the paper ballot is sent by post, a copy of the page of
the  shareholder's  or  shareholder's  representative's  identity document (e.g.
passport  or ID-card) containing the personal data (including the date of expiry
of  the document) must be sent together with the paper ballot. The shareholder's
proxy  must additionally submit a valid power of  attorney in a form that can be
reproduced  in writing in Estonian or English. The shareholder may use the proxy
form  available on AS PRFoods website www.prfoods.ee (http://www.prfoods.ee). In
the case of a shareholder who is a legal entity registered in a foreign country,
please  submit  a  copy  of  the  extract  from  the relevant foreign commercial
register,  which proves the representative's  right to represent the shareholder
(statutory power of attorney). The extract must be in English or translated into
Estonian  or English by a sworn translator or by an official deemed equal with a
sworn translator.

The  proposals of the management board  regarding the resolutions to be adopted,
approved by the supervisory board on 03.09.2022, are as follows:

          1.     Sale of Överumans Fisk AB by Saaremere Kala AS



To approve the sale of 100% of the shares of Överumans Fisk AB, Swedish registry
code  556527-2977, by  the  subsidiary  of  AS  PRFoods  Saaremere  Kala  AS  to
Vattudalens Fisk AB, Swedish registry code 556742-7470.

          2.     Issue of a first claim guarantee



To  approve the  issue of  guarantee by  AS PRFoods  to Vattudalens  Fisk AB for
securing  of the obligations of  Saaremere Kala AS arising  under the share sale
agreement.

As  of the publication of this notice,  shareholders may access the materials of
the  general  meeting,  draft  resolutions  and  other  documents of the general
meeting  on the website of  AS PRFoods at www.prfoods.ee (http://www.prfoods.ee)
and   on   the   website   of   the   Estonian   branch  of  NASDAQ  CSD  SE  at
www.nasdaqbaltic.com (http://www.nasdaqbaltic.com).

Resolutions adopted by the shareholders will be disclosed in the form of a stock
exchange  release and on the website of  AS PRFoods in accordance with § 299(1)
(6) of the Commercial Code.

Indrek Kasela
Management board member of AS PRFoods

Phone: +372 452 1470
[email protected] (mailto:[email protected])
www.prfoods.ee (http://www.prfoods.ee)