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PRF: NOTICE ON CONVENING EXTRAORDINARY GENERAL MEETING OF AS PRFOODS

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Tallinn, Estonia, 2017-11-15 17:08 CET (GLOBE NEWSWIRE) --


AS PRFoods (register code 11560713, address Pärnu rd. 141, 11314 Tallinn,
Estonia), hereby convenes the Extraordinary General Meeting of shareholders,
which will be held on 11 December 2017 starting at 11:00 AM in the hotel
“Radisson Blu Hotel Olümpia” conference room called Gamma (address Liivalaia
33, Tallinn). 

The initiator of convening the extraordinary general meeting is the Supervisory
Board of AS PRFoods and the reason is to change the beginning and end of the
financial year of AS PRFoods and related to the latter to change the articles
of association and extend the authorities of the current members of the
Supervisory Board of AS PRFoods and for the future shortening the term of
office of the Supervisory Board members in the articles of association. 

The list of shareholders being entitled to vote at the Extraordinary General
Meeting will be determined seven days before the meeting, i.e. as 4 December
2017 at the end of the working day of the settlement system of the registrar of
the Estonian register of securities. 

As at the disclosure of this notice the share capital of AS PRFoods is 7 736
572 euros. AS PRFoods has 38 682 860 common shares, each share entitles to one
vote at the general meeting. 

The registration of the participants of the Extraordinary General Meeting
begins on the day of the meeting i.e. on 11 December 2017 at 10:00 AM and ends
at 10.55 AM. 

For registration, please submit:

  -- in the case of a natural person shareholder, a passport or ID-card.
     Representative of the shareholder must also submit a written power of
     attorney;
  -- in the 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. AS PRFoods may register a shareholder who
     is a legal person of a foreign country as a participant in the general
     meeting also in case all required data on the legal person and the
     representative are included in the notarised authorisation document issued
     to the representative in a foreign country and the authorisation document
     is acceptable in Estonia. The documents in a foreign language should be
     submitted with the Estonian translation certified by a sworn translator or
     a notary or an Estonian translation where the notary has certified the
     signature of the translator. If the shareholder keeps its shares on the
     nominee account, it should submit a certificate of the account
     administrator on it which confirms the right of ownership of shares as at 4
     December 2017.

Prior to the Extraordinary General Meeting, a shareholder may notify AS PRFoods
of appointing a representative or revoking authorisation 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 10am until 4pm to the address Pärnu rd 141, 11314
Tallinn, Estonia, by 6 December 2017 at the latest. The shareholder may use the
respective forms of power of attorney and revocation of the power of attorney
available at the website of AS PRFoods www.prfoods.ee. 

In accordance with the resolution of the Supervisory Board of AS PRFoods, dated
15 November   2017, the agenda of the Extraordinary General Meeting along with
the proposals of the Supervisory Board to the shareholders is as follows: 

1. Changing of the beginning and end of the financial year of AS PRFoods and
related to the latter the changing of the length of financial year 2017 and the
clause 2.1 of the articles of association. 

The Supervisory Board of AS PRFoods proposes to the Extraordinary General
Meeting of Shareholders: 

1) To fix 1 July (the first of July) as the beginning date and 30 June (the
thirtieth of June) as the end date of the financial year of AS PRFoods. 

2) Related to the changing of the period of the financial year to extend the
length of the financial year 2017 of AS PRFoods up to eighteen months, i.e. up
to 30 June 2018 and change the clause 2.1 of the articles of association of AS
PRFoods and reword as follows: “2.1. The financial year of the public limited
company begins on the first of July and ends on the thirtieth of June of the
next calendar year (1 July – 30 June).“ 

3) To confirm the new redaction of AS PRFoods which will enter into force from
making the relevant entry in the Commercial Registry. 

2. Changing of the clause 6 of the articles of association of AS PRFoods.

The Supervisory Board of AS PRFoods proposes to the Extraordinary General
Meeting of Shareholders: 

1) To change the numeration of subclauses of clause 6 of the articles of
association of AS PRFoods so that these will start with clause 6 and change the
current clause 7.3 and reword it as follows: „6.3. The Supervisory Board
consists of three up to seven members chosen by the General Meeting of
Shareholders for 3 (three) years.“ 

2) To confirm the new redaction of AS PRFoods which will enter into force from
making the relevant entry in the Commercial Registry. 

3. Extension of the term of office of the members of the Supervisory Board of
AS PRFoods. 

The Supervisory Board of AS PRFoods proposes to the Extraordinary General
Meeting of Shareholders: 

1) To extend the term of office of Aavo Kokk (personal identification code
36410042742), member of the Supervisory Board of PRFoods by five years from 11
December 2017 with the current monthly fee of 500 EUR (gross). 

2) To extend the term of office of Arko Kadajane (personal identification code
38103286010), member of the Supervisory Board of PRFoods, by five years from 11
December 2017. 

3) To extend the term of office of Harvey Sawikin (date of birth 16 February
1960), member of the Supervisory Board of PRFoods, by five years from 11
December 2017. 

4) To extend the term of office of Jaakko Karo (date of birth 24 January 1962),
member of the Supervisory Board of PRFoods by five years from 11 December 2017
with the current monthly fee of 500 EUR (gross). 

5) To extend the term of office of Kuldar Leis  (personal identification code
36805296534), member of the Supervisory Board of PRFoods by five years from 11
December 2017 with the current monthly fee of 750 EUR (gross). 

6) To extend the term of office of Lauri Kustaa Äimä  (personal identification
code 01121971-081F), member of the Supervisory Board of PRFoods by five years
from 11 December 2017 with the current monthly fee of 1000 EUR (gross). 

The materials of the General Meeting, drafts of the resolutions and other
documents of the General Meeting can be viewed from 16 November 2017 at the
website of AS PRFoods at the website http://www.prfoods.ee and on workdays
within 10a.m. up to 4 p.m. at Pärnu mnt 141 (Delta Plaza, 14th floor), Tallinn.
The questions related to the items of the agenda of the Extraordinary General
Meeting of Shareholders can be sent to e-mail address [email protected]. 

A shareholder has a right to receive information on the activities of AS
PRFoods 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
PRFoods, may request additional items to be added on the agenda of the
Extraordinary General Meeting if a respective request has been submitted at
least 15 days prior to the Extraordinary General Meeting, i.e. on 26 November
2017 at the latest to the following address: AS PRFoods, Pärnu rd. 141, 11314
Tallinn, Estonia. Concurrently with the demand to complement the agenda, a
draft resolution on or substantiation of each additional issue shall be
submitted to the company. Shareholders, whose shares represent at least 1/20 of
the share capital of AS PRFoods, may propose draft resolutions with respect to
each item on the agenda at least 3 days prior to the Extraordinary General
Meeting, i.e. on 8 December 2017 at the latest by submitting the proposal in
writing to the following address: AS PRFoods, Pärnu rd. 141, 11314 Tallinn,
Estonia. 

The Extraordinary General Meeting of the Shareholders of AS PRFoods will be
broadcasted and additional questions will be answered during the broadcast via
web solution 

The live broadcast will be hosted by the Member of the Board Indrek Kasela, who
will share information in regards to agenda of the general meeting.
Shareholders may send their questions before the broadcast on 6 December 2017
by 23.59 at the latest by email to [email protected] or ask questions during
the broadcast via web solution. 

To join the broadcast, please register on 6 December 2017 by 23.59 at the
latest via email [email protected]. These shareholders are entitled to monitor
the meeting via live broadcast and ask questions who are in the list of
shareholders as at the date of fixing the list of shareholders with the voting
right. After registration you will be provided with instructions how to join
the broadcast and ask questions during the meeting. Exercising shareholder´s
rights (i.e. voting) is not possible via live broadcast. The broadcast of the
Extraordinary General Meeting of Shareholders will be recorded and will be
available on the website www.prfoods.ee. 

Indrek Kasela
Member of the Management Board
AS PRFoods