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Pealkiri

Decisions of the noteholders of AS PRFoods

Teade

By  a stock exchange announcement  published on 03.04.2025, AS PRFoods (registry
code  11560713, registered  address  at  Pärnu  mnt 141, 11314 Tallinn, Estonia;
"PRFoods")  proposed to  the persons  holding the  notes (the  "Noteholders") of
PRFoods,  due on 30 April 2025 and bearing ISIN code EE3300001577 (the "Notes"),
issued under the Terms and Conditions of Secured Note Issue of PRFoods dated 14
January  2020 (as most  recently amended  on 17 January  2025) (the "Terms"), to
adopt  the decisions of the Noteholders, without  convening a meeting, by way of
written  procedure  (the  "Written  Procedure")  pursuant to section 12.3 of the
Terms.

The written procedure took place during the period from 03.04.2025 until the end
of  the day on 17.04.2025 (i.e. until 11.59 p.m.). The decisions proposed in the
stock  exchange  announcement  were  voted  on  by  34 Noteholders  who  hold in
aggregate  Notes with the Nominal  Value of EUR 6 926 700,00, i.e. approximately
72.74% of the aggregate Nominal Value of all Notes which carry voting rights.

The Noteholders adopted the following decision by Written Procedure:

 i. to approve and agree to the following:

     a. to approve the voluntary out-of-court restructuring of the existing
        financial obligations of PRFoods and its subsidiary Saaremere Kala AS;
     b. to amend the Terms and to approve the new version of the Terms in the
        redaction including the relevant amendments, in the form set out in
        Annex 1  to this stock exchange announcement, and to authorize PRFoods
        to amend, enter into, confirm and submit all necessary documentation
        and      instruments, including the Final Terms of the Notes, that are
        necessary to reflect the amendments made in the Terms;
     c. to approve the Proceeds Sharing Agreement attached as Annex 2 to this
        stock exchange announcement (which will be attached to and form integral
        part of the new version of the Terms) and to authorise PRF Collateral
        Agent OÜ (as the Collateral Agent) to sign the Proceeds Sharing
        Agreement; and
     d. to approve the Amendment Agreement to the 14 January 2020 Collateral
        Agent Agreement in the form set out in Annex 3 to this stock exchange
        announcement (which will be attached to the new version of the Terms)
        and entry into the amendment agreement by PRFoods and PRF Collateral
        Agent OÜ (as the Collateral Agent);

whereas  the  decisions  specified  above  shall become effective after adoption
thereof  as of such time  when the decisions of  the shareholders of PRFoods set
out  in a stock  exchange announcement "Proposal  for adoption of resolutions of
shareholders'  general meeting of PRFoods without convening a meeting" published
by AS PRFoods on 3 April 2025 have also been adopted.

Noteholders  who  hold  in  aggregate  Notes  with  the  Nominal  Value  of  EUR
6 846 900,00, i.e.  approximately 71.90% of  the aggregate  Nominal Value of all
Notes  carrying  voting  rights,  voted  in  favour  of the said decision. Votes
against  were submitted by one Noteholder who  holds in aggregate Notes with the
Nominal  Value  of  EUR  79 800,00, i.e.  approximately  0.84% of  the aggregate
Nominal Value of all Notes carrying voting rights. The remaining Noteholders who
hold   in  aggregate  Notes  with  the  Nominal  Value  of  EUR  2,596,300, i.e.
approximately 27.26% of the aggregate Nominal Value of all Notes carrying voting
rights, did not timely cast their vote.

In  accordance  with  the  Terms,  the  decisions described above have been duly
adopted and are binding on all Noteholders.

Additionally,  PRFoods  hereby  notifies  that  it  has  during  the period from
03.04.2025 until  17.04.2025 carried out  an electronic  voting procedure by the
holders  of the subordinated  convertible notes, due  on 1 October 2025, bearing
ISIN  EE3400000065  (the  "Convertible  Notes"),  issued  under  the  terms  and
conditions  of subordinated convertible note Issue of PRFoods dated 24 May 2021
(the  "Convertible  Note  Terms"),  and  the  final  terms  of  the subordinated
convertible  note issue, dated  24 May 2021. By the  electronic voting procedure
the  holders of  the Convertible  Notes have,  by 95.78% majority,  approved the
voluntary  out-of-court restructuring  of the  existing financial obligations of
PRFoods  and its subsidiary  Saaremere Kala AS,  adopted the new  version of the
Convertible  Note  Terms  and  approved  the Proceeds Sharing Agreement attached
hereto  (which will be attached to and form  integral part of the new version of
the Convertible Note Terms) and have authorised Amber Trust II S.C.A., SICAR (as
the representative of all holders of the Convertible Notes) to sign the Proceeds
Sharing  Agreement. The decisions  specified above shall  become effective after
adoption  thereof as  of such  time when  the decisions  of the  shareholders of
PRFoods  set  out  in  a  stock  exchange announcement "Proposal for adoption of
resolutions  of  shareholders'  general  meeting  of PRFoods without convening a
meeting"  published by  AS PRFoods  on 3 April  2025 have also been  adopted. In
accordance  with the Convertible Note Terms,  the decisions described above have
been duly adopted and are binding on all holders of the Convertible Notes.

Annexes
Annex 1 - Note Terms and Conditions (Amended)
Annex 2 - Proceeds Sharing Agreement
Annex 3 - Amendment agreement to the 14 January 2020 Collateral Agent Agreement

Additional information:
Timo Pärn / Kristjan Kotkas
AS PRFoods
Member of the management board
[email protected]
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