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AS PRFOODS NOTICE OF NOTEHOLDERS’ MEETING

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AS PRFOODS NOTICE OF NOTEHOLDERS' MEETING

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 (which have been amended on 25
February  2020 and 25 February  2022) (the "Terms"),  of convening  a meeting of
Noteholders (the "Meeting").

The  Meeting  will  be  held  on  20.09.2022 at  9:00 (EET)  at  the  offices of
Advokaadibüroo  COBALT OÜ, address  Estonia pst 19 /  Tatari tn 1, 10116 Tallinn
(Kawe  City). Registration  for the  Meeting will  be open  at the  venue of the
Meeting from 8:00 to 8:45 (EET).

BACKGROUND

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  for  the  PRFoods  2021/2022 financial  year  (i.e.  the  financial  year
01.07.2021 -  30.06.2022) and (ii) in connection with entering into an agreement
for  the sale  of the  the shares  in PRFoods' 100% Swedish subsidiary Överumans
Fisk  AB, to waive and release the pledge on the shares in Överumans Fisk AB and
agree to the amendment of the Terms in connection with the release of the above-
mentioned collateral.

Firstly,  PRFoods informs the  Noteholders that the  changes occurred during the
financial  year 2021/2022 (i.e.  the financial  year 01.07.2021 - 30.06.2022) in
the  structure  of  the  PRFoods  Group  (including  the sale of the loss-making
Finnish  subsidiary  Heimon  Kala  Oy  in  the  first  quarter  of 2022) and the
significant  increase in fish prices in the first half of the year 2022 have had
an  impact on  the group's  financial results,  which in  turn have affected the
fulfilment  by PRFoods of  the financial covenants  set out in  the Terms in the
relevant  financial year. Although  the exact impact  on the financial covenants
set  out in  the Terms  will become  clear upon  completion of  PRFoods' audited
annual  report,  which  will  be  the  basis  for the precise calculation of the
respective   financial   covenant   ratios  under  the  Terms,  the  preliminary
calculations  of PRFoods indicate that the  Net Debt to EBITDA ratio (calculated
in accordance with the Terms) for the financial year 2021/2022 is expected to be
higher  than the  4.5 ratio set  out in  Section 5.2.1 (b)  of the Terms and the
PRFoods'  DSCR (calculated in accordance with the Terms) is expected to be below
the  level set out in Section 5.2.2 of the Terms. Consequently, PRFoods requests
the  Noteholders  to  waive  the  requirement  to  meet  the financial covenants
contained  in Section 5.2 of the Terms  for the PRFoods 2021/2022 financial year
(i.e. the financial year 01.07.2021 - 30.06.2022) and to decide that not meeting
the  financial covenants contained  in Section 5.2 of  the Terms for the PRFoods
2021/2022 financial year (i.e. the financial year 01.07.2021 - 30.06.2022) shall
not  constitute  a  breach  of  the  Terms  by  PRFoods  or the occurrence of an
Extraordinary Early Redemption Event (as defined in the Terms). However, PRFoods
confirms  that the  temporary adverse  effects referred  to above  do not affect
PRFoods' ability to meet its monetary obligations under the Terms, including its
ability to make future payments in respect of the Notes.

Secondly,  PRFoods informs  the Noteholders  that PRFoods'  subsidiary Saaremere
Kala  AS signed an agreement on 03.09.2022 for the sale of 100% of the shares in
its Swedish subsidiary Överumans Fisk AB to the Swedish company Vattudalens Fisk
AB. Överumans Fisk AB is farming rainbow trout in Sweden. Vattudalens Fisk AB is
a  company that has been  farming rainbow trout and  arctic baleen for more than
10 years.  The  background  and  rationale  for  the  transaction  is set out in
PRFoods' market announcement to shareholders on 05.09.2022.

Completion  of the share  sale transaction is  subject to certain preconditions.
Among  other  things,  the  transaction  is  subject to the approval of PRFoods'
shareholders,  which  is  why  PRFoods  has,  according to a market announcement
published on 05.09.2022, made a proposal to the shareholders for the adoption of
resolutions  in relation  to the  sale of  shares in  Överumans Fisk  AB without
convening  a  meeting.  In  the  referred  market announcement, PRFoods has also
described the terms of the envisaged sale transaction.

The  successful completion of this share  sale transaction requires, inter alia,
the  release of the pledge  established over the shares  of Överumans Fisk AB to
secure  the  obligations  under  the  PRFoods  Notes.  Given  that the shares in
Överumans  Fisk  AB  held  by  Saaremere  Kala  AS  are pledged in favour of PRF
Collateral  Agent  OÜ  as  the  collateral  agent for the Notes (the "Collateral
Agent")  to secure  the performance  of the  Noteholders' claims under the Notes
pursuant  to item f) of Section 4.2.1 of the Terms, PRFoods wishes, in the light
of  the abovementioned  share sale  transaction, to  convene a  Meeting with the
purpose  of requesting the Noteholders to waive  and release the pledge over the
shares  of  Överumans  Fisk  AB,  to  consent  to  the amendment of the Terms in
connection  with the release of the said  collateral, as well as to instruct the
Collateral  Agent to release the referred collateral and take any and all action
necessary  for the purposes of such release and for executing the amended Terms.
Other  collateral established  in favour  of the  Collateral Agent in accordance
with  the Terms will  remain valid. PRFoods  confirms that the  proposed sale of
Överumans  Fisk AB described above will not  affect PRFoods' ability to meet its
monetary  obligations  under  the  Terms,  including  the ability to make future
payments in respect of the Notes.

In  connection with the Överumans Fisk AB share sale transaction and the release
of  the pledge over the shares of  Överumans Fisk AB in connection therewith and
the  waivers  requested  from  the  Noteholders,  PRFoods undertakes towards the
Noteholders  to announce, within 60 days of the completion of the aforementioned
share  sale transaction and the release of the pledge, a partial buy-back of the
Notes  in a total  amount of up  to 15% of the  total nominal value of the Notes
issued  (i.e. in the amount of up to EUR 1,650,000). The purpose of the buy-back
is  to enable all  Noteholders wishing to  participate in the  buy-back to offer
(after the announcement of the buy-back offer and within the conditions and time
period  determined by PRFoods) a proportionate  (full) number of their Notes for
sale  to PRFoods on equal terms. Thereafter, PRFoods intends to cancel the Notes
which  have  been  bought  back,  thereby  reducing  the  total  amount of Notes
outstanding.  In the context of the buy-back,  upon acceptance of the offer made
by  the Noteholder,  PRFoods intends  to pay  to the  Noteholder as the purchase
price of the Notes the nominal value of the Notes to be purchased, together with
the  unpaid interest accrued on the relevant  Notes as at the date determined by
PRFoods.  In order to participate in the  buy-back, the Noteholder must submit a
corresponding  sale bid through its account manager in accordance with the terms
and  conditions to be  announced by PRFoods.  PRFoods will announce the buy-back
and  will communicate the  detailed terms and  conditions thereof (including the
time  period for submission of bids, the rules and procedures for submission and
acceptance  of bids  and other  details) to  Noteholders by  means of a separate
market announcement.

AGENDA

The agenda of the meeting is as follows:

 1. Organizational matters related to the meeting.

     1. Voting on the following decision:

                1.1.     to waive the requirement to meet financial covenants
    set out in Section 5.2 of the Terms in the PRFoods 2021/2022 financial year
    (i.e. the financial year 01.07.2021 to 30.06.2022) 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);
                1.2.     in connection with the sale of Överumans Fisk AB to
    waive and release the collateral referred to in item f) of Section 4.2.1 of
    the Terms established as security for the performance of the Noteholders'
    claims under the Notes and to agree that the release of such security shall
    not constitute a breach of the Terms or the occurrence of an Extraordinary
    Early Redemption Event (as defined in the Terms) by PRFoods or any other
    Collateral Provider;
                1.3.     to amend the Terms by omitting item f) of Section
    4.2.1, amending the definition of Collateral Provider in Section 17.1.9 by
    way of omitting reference to item f) of Section 4.2.1 from item a) of the
    definition; and approving the amended Terms as set out in Appendix 3
    attached hereto; and
                1.4.     to give instructions to PRF Collateral Agent OÜ as the
    Collateral Agent for the final and irrevocable release of the Collateral
    referred to in item f) in Section 4.2.1 of the Terms, for the execution of
    all transactions and acts necessary for such release (including the giving
    of necessary confirmations to AS SEB Bank and other persons) and for the
    signing of the amended Terms. 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 upon registering for the Meeting.
    In addition, PRFoods has entered into an agreement with the Collateral Agent
    pursuant to which the representatives of the Collateral Agent are prepared
    to represent Noteholders at the Meeting who are unwilling or unable to
    attend the Meeting or to appoint another person to represent them. 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]
    (https://www.globenewswire.com/Tracker?data=KfE799Y6KfDypf-egU_q-
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    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. PRFoods and Related Parties
    (meaning legal entities of which PRFoods is a majority shareholders or which
    are under PRFoods' control) 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 covenants provided in Section 5.2 of the Terms for PRFoods'
    2021/2022 financial year, approve the granting of waiver of the collateral
    listed in item f) of Section 4.2.1 of the Terms, consent to the amendment of
    the Terms in connection therewith and approve the new version of the Terms
    attached to this notice as Annex 3, and instruct the Collateral Agent to
    release the collateral, to enter into transactions and take any and all
    action necessary for the release and to sign the amended Terms, such
    resolution 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 representatives of collateral agent
    as proxy holder
    Annex 3 - Amended Note Terms and Conditions Additional information:
    Indrek Kasela
    AS PRFoods
    Member of the management board
    +372 452 1470
    [email protected]
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