Börsiteade

Pealkiri

Amendment of share sale agreement of the share of Saare Kala Tootmine OÜ and the proposal to the shareholders of AS PRFoods to adopt shareholders’ resolutions without calling a meeting

Teade

On  05.12.2025 the subsidiary  of AS  PRFoods (registry code 11560713) Saaremere
Kala AS (registry code  11310040, hereinafter "Seller") signed an agreement (the
"SPA") for the sale of its 100% shareholding in Saare Kala Tootmine OÜ (registry
code   10377013, hereinafter   "SKT")   and  transfer  of  claims  arising  from
shareholder  loans and an inventory loan provided  to SKT to the Latvian company
Br?vais  Vilnis  A/S  (Latvian  registry code: 40003056186, hereinafter "Buyer")
(the   "Transaction").   The   main   terms  of  the  relevant  Transaction  and
preconditions   for   closing   thereof  were  disclosed  in  a  stock  exchange
announcement  published by  AS PRFoods  on 05.12.2025 "Conclusion  of share sale
agreement  of  the  share  of  Saare  Kala  Tootmine  OÜ and the proposal to the
shareholders  of AS PRFoods to adopt shareholders' resolutions without calling a
meeting"
(https://view.news.eu.nasdaq.com/view?id=bf8a7d42f259a2746002d1fc3975c69d0&lang=
en&src=listed).  The general meeting of shareholders  of AS PRFoods approved the
Transaction  and the  relevant resolutions  were disclosed  in a  stock exchange
announcement          of         AS         PRFoods         published         on
29.12.2026 (https://view.news.eu.nasdaq.com/view?id=bfe5dcf67ed0d3f55fdbd6495eb5
62f51&lang=en&src=listed).

Due to delays in obtaining by the Buyer of external financing necessary to fully
pay the sales price to the Seller at closing of the Transaction, it has not been
possible  to  conduct  the  closing  of  the Transaction on the terms previously
agreed  under  the  SPA.  The  parties  are  willing to proceed with the closing
without  further delay and for this purpose  the Seller and the Buyer entered on
23 April  2026 into an amendment to the SPA  ("SPA Amendment") and a vendor note
agreement ("Vendor Note Agreement").

Since  the  transfer  of  100% shareholding  in  SKT  constitutes  a significant
transfer  of shareholding by  AS PRFoods's subsidiary (Saaremere  Kala AS) under
the  rules of NASDAQ Tallinn Stock Exchange,  then as a precondition for closing
of  the Transaction, AS PRFoods requires the approval of its shareholders to the
amended  terms of the Transaction, and for this purpose, the management board of
AS  PRFoods hereby  proposes that  the general  meeting of  shareholders adopt a
resolution  without  convening  a  meeting  (see  the relevant notice below) and
provides information about the amended terms of the Transaction.

Purpose of the transaction

As  already stated in a  stock exchange announcement published  by AS PRFoods on
05.12.2025, the  sale of SKT's share will be  carried out in accordance with the
objectives  and principles set out in  the debt restructuring documents approved
by  the shareholders and  noteholders of AS PRFoods  in April 2025, according to
which  AS PRFoods will take all reasonable steps to prepare and conduct the sale
of  its core assets  (including the shareholding  in SKT) before  the end of the
agreed  3-year restructuring  period, in  order to  distribute the proceeds from
their  sale between the  creditors specified in  the restructuring documents and
the  issuer  in  accordance  with  the  proceeds  sharing agreement concluded in
connection with the restructuring.

Transactions  between  unrelated  parties,  interests  of management and related
parties

As  previously disclosed, the  proposed transaction is  not considered a related
party  transaction under the rules of NASDAQ Tallinn Stock Exchange. The members
of  the management board  and supervisory board  of AS PRFoods  have no personal
interests  in relation to the proposed transaction. Timo Pärn will continue as a
member of SKT's management board after the transaction.

Amended   preconditions  for  transfer  of  share  and  additional  post-closing
obligation

According  to the  SPA Amendment,  in addition  to the  approval of  the general
meeting of shareholders of AS PRFoods, the closing of the Transaction (i.e., the
transfer  of SKT's shareholding and the assignment of the related inventory loan
claim  and other  shareholder loan  claims) is  subject to the following amended
preconditions, that may be waived by the Seller:

 1. the Seller has received EUR 200,000 from the Buyer, EUR 100,000 of which the
    Buyer shall pay to the Seller on the date of signing of the SPA Amendment;
 2. the Buyer undertakes to provide to Maaelu Edendamise Sihtasutus (registry
    code 90000245) a guarantee in the amount of EUR 500,000, whereby AS PRFoods
    will be released from its obligations arising from the previous guarantee of
    a loan taken by SKT.

The closing date of the Transaction will be set by the Seller after all relevant
preconditions  are  either  satisfied  by  the  relevant  party or waived by the
Seller.

The  SKT's shareholding, together  with the claims  arising from the shareholder
loans  and inventory loans granted to SKT by the Seller's group, shall be deemed
to have been transferred on the closing date of the Transaction, from the moment
when  the Seller has sent a notice to  the management board of SKT regarding the
sale of the share of SKT to the Buyer.

Pursuant  to the SPA  Amendment, the parties  have agreed that  the Seller shall
procure  that PRF Collateral Agent  OÜ (who holds a  mortgage over the immovable
property  owned by SKT  and a commercial  pledge over the  movable assets SKT in
favour  of  the  holders  of  the  secured  notes  issued  by  AS PRFoods) signs
applications  for the  deletion of  the relevant  mortgage and commercial pledge
from  the land book and commercial register (or for the transfer of the relevant
mortgage and commercial pledge to the name of the Buyer) once the obligations of
the Buyer under the Vendor Note Agreement have been fulfilled.

Shareholder loans and inventory loan

The  details of the shareholder  loans and inventory loans  to be transferred to
the  Buyer together with the share in  SKT were outlined in the 05.12.2026 stock
exchange  announcement of AS PRFoods. For  the avoidance of doubt, subsequent to
the  previous stock exchange announcement the total outstanding principal amount
of  the inventory loan granted to SKT by the Seller's group has increased by EUR
100,000 and now equals to EUR 300,000.

Sales price and payment

A  total of EUR 2,000,000 is payable by the Buyer to the Seller for the transfer
of  100% of SKT's share and the assignment of shareholder loan claims ("Purchase
Price"). A separate price is payable by the Buyer to the Seller for the transfer
of inventory loan claim, which is equal to the principal amount of the inventory
loan, i.e. EUR 300,000 ("Inventory Loan Transfer Price").

The  Seller and  the Buyer  have entered  into the  Vendor Note Agreement, which
shall become effective as of the closing date of the Transaction and pursuant to
which  the Purchase  Price and  Inventory Loan  Transfer Price  in the aggregate
principal amount of EUR 2,300,000 shall be owed to the Seller by the Buyer as an
independent  interest-bearing debt obligation and shall  be paid by the Buyer to
the Seller as follows:

 1. EUR 200,000 as provided in the SPA Amendment (and in case the Buyer has paid
    EUR 200,000 on the closing date in accordance with the SPA Amendment, it
    will no longer owe EUR 200,000 under the Vendor Note Agreement);
 2. EUR 300,000 latest on 31 December 2026;
 3. EUR 1,800,000 latest on 30 May 2027;
 4. in case the Seller has provided any additional financing to SKT after 20
    April 2026, such funds shall be considered as additional principal amount
    owed under the Vendor Note Agreement as of their disbursement to SKT and
    shall be repaid to the Seller latest on 30 May 2027.

The  Buyer has the  right to prepay  the relevant amounts  together with accrued
interest  in full,  or in  part, at  any time  prior to the dates outlined above
without  any additional costs, by notifying the Seller at least 10 business days
in advance.

The  outstanding principal amount  owed under the  Vendor Note Agreement carries
8% annual  interest which shall be paid to  the Seller together with the payment
of the respective portion of the outstanding principal amount.

In order to secure the fulfilment of the Buyer's obligations to pay the deferred
amounts of the Purchase Price and Inventory Loan Transfer Price under the Vendor
Note Agreement, the Seller and the Buyer' shareholders will enter into a Latvian
law  governed share  pledge agreement  to encumber  30% of the  registered share
capital of the Buyer in favour of the Seller. Until the obligations of the Buyer
under  the Vendor  Note Agreement  have been  fulfilled, the  Seller will not be
obliged  to arrange the  release of the  existing mortgage and commercial pledge
created  in favour of PRF Collateral Agent OÜ  for the benefit of the holders of
the secured notes issued by AS PRFoods.

Based  on the financial statements of SKT, the initial difference as at the date
of  this announcement between the  acquisition price of the  share of Saare Kala
Tootmine OÜ and the sales price is EUR 679,878.95, which is recognized as a one-
time extraordinary income of AS PRFoods in the financial year 2025/2026.

Impact of the transaction on AS PRFoods

The  initial result of the transaction  on the consolidated financial statements
of  AS PRFoods for  the 2025/2026 financial year  is extraordinary income of EUR
679,878.95. The  unconsolidated  net  result  is  an  extraordinary  loss of EUR
2,309,845.08. The   total  impact  of  the  transaction  will  be  disclosed  in
AS PRFoods' interim report for the second half of the 2025/2026 financial year.

Financial results and audited financial statements table

The  SKT's audited unconsolidated financial results for the last three years and
SKT's  financial  statements  for  the  last  two  audited  financial years were
provided in the 05.12.2026 stock exchange announcement of AS PRFoods.

Overview of loans

Apart  from the shareholder loans and inventory loans (as referred to above) SKT
has  additionally received from the Seller's  group working capital loans in the
total  amount  of  EUR  75,000.  SKT  has  also  a  loan  from Maaelu Edendamise
Sihtasutus.  As of the date of this notice, the principal balance of the loan is
EUR  364,467.23 and the accrued interest is, as of 22 April 2025, EUR 2,349.19.
As of the date of this notice, SKT has also received financing from the Buyer in
the  total amount of EUR 163,224.72. The received financing is interest-free and
repayable on 31.12.2026.

Shareholder structure

Saaremere Kala AS is 100% shareholder of SKT.

Significant court and arbitration proceedings

SKT  is  not  involved  in  any  court  or  arbitration  proceedings  that could
significantly affect its business activities.

Contracts with AS PRFoods and other related entities

The  overview of the existing contracts between  SKT and AS PRFoods was provided
in 05.12.2026 stock exchange announcement of AS PRFoods and remains up-to-date.

Management board members

Timo  Pärn is the  management board member  of SKT. The  company does not have a
supervisory board.

Proposal  for adoption  of resolutions  of shareholders'  general meeting  of AS
PRFoods without convening a meeting

The  Management board of  AS PRFoods (registration  code 11560713, address Pärnu
mnt   141, Tallinn   11314; ISIN   EE3100101031;   "PRFoods")  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 PRFoods,
Pärnu  mnt 141, 11314 Tallinn,  Estonia, no  later than  01.05.2025. The list of
shareholders  with voting rights  will be fixed  as at the  close of business on
24.04.2026 in the Nasdaq CSD settlement system. As of the date of publication of
this  notice, the share capital of PRFoods amounts to EUR 7,736,572. PRFoods has
38,682.860 ordinary  shares,  each  share  entitling  to  1 vote  at the general
meeting.  Voting  is  possible  in  the  period from 24.04.2026 to 15.05.2026 at
11.59 p.m.  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
PRFoods www.prfoods.ee (http://www.prfoods.ee).

Shareholders have the following options to cast their votes:

  i. By submitting the ballot, 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]) no later than 15.05.2026 at 11.59 p.m.
 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 PRFoods at Pärnu mnt 141, 11314 Tallinn, Estonia, in such a
     way that it arrives no later than 15.05.2026 at 5.00 p.m.

The  ballot 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 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 of PRFoods on 22.04.2026, are as follows:

 1. Sale of 100% shareholding in Saare Kala Tootmine OÜ by Saaremere Kala AS and
    entering into vendor note agreement

Draft resolution:

To  approve the  transfer of  the 100% shareholding  in Saare  Kala Tootmine OÜ,
registry  code  10377013, and  transfer  of  the claims arising from shareholder
loans  and an  inventory loan  by AS  PRFoods' subsidiary  Saaremere Kala  AS to
Br?vais  Vilnis A/S, Latvian registry  code 40003056186. To approve the deferral
of  the payment of the purchase price by the Buyer in accordance with the vendor
note agreement.

***

As  of the publication of this notice,  shareholders may access the materials of
the  general  meeting,  draft  resolutions,  background  information  and  other
documents  of the  general meeting  on the  website of 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  PRFoods in accordance with § 299(1) (6)
of the Commercial Code.

Timo Pärn / Kristjan Kotkas
Management board member of AS PRFoods