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Notice on convening Annual General Meeting of shareholders of AS Premia Foods

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Tallinn, Estonia, 2012-05-07 08:00 CEST (GLOBE NEWSWIRE) --


AS Premia Foods (registry code 11560713, address Betooni 4, 11415 Tallinn,
Republic of Estonia), hereby convenes the annual General Meeting of
shareholders, which will be held on 29 May 2012 starting at 11.00 A.M. in hall
“Epsilon” of the hotel „Radisson Blu Hotel Olümpia“ (address Liivalaia 33,
Tallinn). 

The list of shareholders being entitled to vote at the General Meeting will be
determined seven days before the meeting, i.e. on 21 May 2012 at 23.59. 

The registration of the participants of the General Meeting begins on 29 May
2012 at 10.30 A.M. and ends at 11.00 A.M. at the venue of the meeting. 

For registration, please submit:

  -- in case of a natural person shareholder, a passport or ID-card.
     Representative of the shareholder must also submit a written power of
     attorney;
  -- in case of a legal entity shareholder, an extract from the respective
     register where the legal entity is registered evidencing the authorities of
     the legal entity’s representative to represent the legal entity
     (representation by virtue of law); and a passport or ID card of the
     representative. If the legal entity is represented by a person who is not
     the legal representative of the legal entity, a written power of attorney
     is also required. The documents of a shareholder located abroad shall be
     legalized or certified with an apostille unless a relevant international
     agreement stipulates otherwise.

Prior to the annual General Meeting, a shareholder may notify AS Premia Foods
of appointing a representative or revoking authorisations to represent the
shareholder by sending a respective digitally signed notice to the e-mail
address [email protected] or by personally delivering the written notice during
business days from 10.00 a.m. until 4.00 p.m. to the address Betooni 4, 11415
Tallinn, Republic of Estonia, by 4.00 p.m. on 20 May 2012 at the latest. 

In accordance with the resolution of the Supervisory Board of AS Premia Foods,
dated 25 April 2011, the agenda of the annual General Meeting along with the
proposals of the Supervisory Board for the shareholders is as follows: 

  1. Approving the annual report for 2011 

The Supervisory Board proposes to the annual General Meeting to approve the
annual report of AS Premia Foods for 2011 in the form submitted to the annual
General Meeting. 

  1. Deciding on distribution of profits

The retained profits of AS Premia Foods as at 31 December 2011 are 890,000 euro.

The Supervisory Board of AS Premia Foods proposes the annual General Meeting to
pay dividends on the account of retained earnings accrued until 31.12.2011 in
the amount of 387,000 euro, i.e. 0.01 euro per share and to transfer 5% of AS
Premia Food’s net profit for the period, i.e. 6,500 euro into mandatory reserve
capital. 

The list of shareholders entitled to receive dividends will be determined as of
12 June 2012 at 23.59 and the date of payment of dividends will be on 15 June
2012 at the latest. 

  1. Electing a new member to the Supervisory Board

The Supervisory Board proposes to the annual General Meeting to elect Arko
Kadajane as an additional member of the Supervisory Board of AS Premia Foods. 

  1. Amending the Articles of Association

The Supervisory Board proposes to the annual General Meeting to amend the
Articles of Association and to approve the Articles of Association in a new
version as presented to the shareholders before the meeting. 

  1. Decreasing the share capital of AS Premia Foods

The Supervisory Board proposes the annual General Meeting to decide the
decreasing of the share capital of AS Premia Foods as follows: 

-           the share capital shall be decreased by decreasing the nominal
value of a share by 0.10 euro (10 cents), as a result of which the new nominal
value of a share shall be 0.50 euro (50 cents); 

-           the share capital shall be decreased in total by 3,868,286 euro, as
a result of which the new amount of share capital shall be 19,341,430 euro; 

-           the reason for decreasing the share capital is the adjustment of
the capital structure of AS Premia Foods. The decrease of share capital of AS
Premia Foods enables to balance the financial leverage of AS Premia Foods and
to bring equity returns and ratios of AS Premia Foods to more adequate level. 

The list of shareholders participating in the share capital decrease will be
determined as of 29 August 2012 at 23.59. 

The share capital is decreased by making payments to the shareholders and the
amount of payment is 0.10 euro (10 cents) per share. 

  1. Appointing the auditor for financial year of 2012 and determining the
     auditor’s remuneration

The Supervisory Board proposes to the annual General Meeting to appoint AS
PricewaterhouseCoopers as the auditor of AS Premia Foods for the financial year
2012 and to determine the remuneration of the auditor pursuant to the agreement
to be executed with the auditor. 

  1. Approving 
amendments to the terms and conditions of the stock options granted to the
     members of the Supervisory Board

The annual General Meeting of 2011 held on 31 May 2011 decided to approve the
terms and conditions of stock options granted to the members of Supervisory
Board. 

The Supervisory Board proposes the annual General Meeting to amend the terms
and conditions of the stock options granted to the members of the Supervisory
Board in respect of the price per share in connection with the decrease of
share capital of AS Premia Foods and to approve the amendment to the terms and
conditions of the stock options granted to the members of the Supervisory Board
according to which the share price applicable in respect of exercising the
stock options granted to the members of the Supervisory Board shall be 0.83
euro per share. 

  1. Remunerating the members of Supervisory Board

The Supervisory Board proposes the annual General Meeting to amend the terms of
remunerating the members of the Supervisory Board as resolved by the General
Meeting on 31 May 2011 as follows: 

-           Chairman of the Supervisory Board shall be remunerated in the gross
amount of 1,000 euro per one calendar month; 

-           Vice-Chairman of the Supervisory Board shall be remunerated in the
gross amount of 750 euro per calendar month; 

-           the non-resident members of the Supervisory Board shall be
remunerated in the gross amount of 500 euro per one meeting attended in
Estonia, whereas the Management Board shall be entitled to determine the
procedure for paying the remuneration (whether to cover travelling and
accommodation costs of the respective member of the Supervisory Board or to pay
the amount as allowance). 

All documents pertaining to the annual General Meeting of shareholders of AS
Premia Foods, including the annual report for 2011, the sworn auditor's report,
the profit distribution proposal, the draft of the new version of the articles
of association, the curriculum vitae of the new Supervisory Board member
candidate and the draft resolutions are available for review as of the date of
publishing of this notice on the website of AS Premia Foods www.premiafoods.eu. 

This notice on convening annual General Meeting as well as the total number of
shares and voting rights related to shares as of the day of publishing the
notice on convening annual General Meeting will be also published on the
website of AS Premia Foods www.premiafoods.eu. 

Inquiries on items of the agenda of the annual General Meeting of shareholders
can be sent to the e-mail address [email protected]. 

A shareholder has a right to receive information on the activities of AS Premia
Foods from the Management Board at the General Meeting. The Management Board
may refuse to disclose the information if there are sufficient grounds to
presume that the disclosure may adversely affect the interests of the company.
If the Management Board refuses to disclose the information, the shareholder
may claim that the General Meeting decides on the lawfulness of the
shareholder's request or file within two weeks a petition to a court by way of
proceedings on petition to oblige the Management Board to disclose the
information. 

Shareholders, whose shares represent at least 1/20 of the share capital of AS
Premia Foods, may propose draft resolutions with respect to each item on the
agenda at least 3 days prior to the annual General Meeting, i.e. by 26 May 2012
the latest by submitting the proposal in writing to the following address: AS
Premia Foods, Betooni 4, 11415 Tallinn, Republic of Estonia. 

Shareholders, whose shares represent at least 1/20 of the share capital of AS
Premia Foods, may request additional items to be added on the agenda of the
annual General Meeting if a respective request has been submitted at least 15
days prior to the General Meeting, i.e. by 14 May 2012 the latest in writing to
the following address: AS Premia Foods, Betooni 4, 11415 Tallinn, Republic of
Estonia. 







Kuldar Leis

AS Premia Foods

Chairman of Management Board


         Additional information:
         
         Kuldar Leis
         Chairman of Management Board
         T: +372 6 033 800
         [email protected]
         www.premiafoods.eu