Börsiteade

Pealkiri

Conclusion of the sale and purchase agreement of Heimon Kala Oy and proposal for a resolution of the general meeting of shareholders without convening a meeting

Teade

On  09.02.2021, the subsidiary  of AS  PRFoods Saaremere  Kala AS signed a share
sale  agreement, for  the transfer  of 100% of  the shares  in Heimon Kala Oy to
Nordic Fish Oy. Nordic Fish Oy is the parent company of one of Finland's largest
fish farming companies, Nordic Trout Ab, and is owned by the Hukkanen family and
Kalaneuvos  Oy, which in  turn is one  of Finland's largest  and best-known fish
industry   companies.  The  transaction  is  subject  to  the  approval  of  the
shareholders  of AS PRFoods and shareholders voting will be carried out for this
without  convening a meeting. PRFoods will now  focus on the development of fish
farming  in Sweden and Estonia with the  aim of becoming the largest fish farmer
in the region.

Purpose of the transaction and impact on AS PRFoods activities

PRFoods  has stated in the  past that its aim  is to exit from loss-making units
and  activities. In Finland,  restructuring and an  asset sale were carried out.
"We  are delighted that Heimon Kala Oy  has returned to the ownership of Finnish
family  business and industry leader.  In spite of the  difficult effects of the
corona  period on Heimon Kala  Oy's financial results, the  Heimon Kala brand is
one  of the  best known  in Finland  and we  believe that the combination of the
buyer's  Kalaneuvos  brand  and  the  Heimon  Kala  brand  will have a long-term
positive  impact on  the Finnish  market," said  Indrek Kasela, management board
member  of AS PRFoods. "The  Finnish unit was our  only loss-making unit and the
strategic  decision to exit  from this business  had been planned earlier. After
lengthy  process, we believe  we have found  the best new  owner for our Finnish
business,  and we wish them  and our employees every  success in a new corporate
family.   AS  PRFoods  is  very  pleased  with  the  development  of  its  other
subsidiaries,  especially with the growth of  the Estonian retail market, and we
are  planning  to  introduce  a  new  brand  this year, which will emphasise our
Saaremaa  origin. Also, John Ross Jr has recovered very quickly from the effects
of  corona. Above all,  credit must go  to our fish  farming division, under the
leadership  of Margus Rebane,  which has been  our real profit centre throughout
our  operations. I would count  as our greatest achievement,  in addition to the
strong profitability of our fish farming business, the fact that, in partnership
with  Biomar, the world's leading fish feed manufacturer, we have developed Blue
Impact,  the most environmentally friendly fish feed  in the Baltic Sea, and all
the  fish  we  farm  today  already  carry  the  Blue  Impact  label as the most
environmentally  friendly  farmed  fish.  Given  that  we have recently received
approval to multiply our Swedish farming capacity, we are focusing our attention
and  investment  on  Sweden  this  year.  We  have  also  reached a stage in the
expansion  of our fish farming  in Saaremaa where we  hope to at least quadruple
our current capacity by 2023 at the latest, and in the future, we hope to get at
least  5,000 tonnes of additional capacity from Estonia as well. The restoration
of  fish  farming  in  Estonia  is  a  very  significant achievement because, in
addition  to significant exports, it would finally give Estonian consumers year-
round  access  to  local  fish  in  industrial  volumes.  As  we did not see the
possibility to increase the farming capacity in Finland, it was more rational to
sell both production and fish farming in Finland, especially considering that in
the  conditions of sharply increased raw  material prices, there was no prospect
in  the short or long  term of an   independent  Finnish unit to achieve similar
profitability  levels in par  with other units  of  PRFoods. PRFoods  was once a
pioneer in the consolidation of the Finnish fish market, and we are pleased that
the  Hukkanen family is taking over this baton  from us and wish them once again
success in this".

Transaction between unrelated parties, interests of management

The  acquirer of Heimon Kala Oy, Nordic Fish Oy, is owned by the Hukkanen family
(90%)  and their company Kalaneuvos Oy  (10%) and its ultimate beneficiaries are
the Hukkanen family, which has a long history in the fish industry and is active
in  fish processing, wholesale, import and export through its company Kalaneuvos
Oy.

The  proposed transaction does not qualify  as a related party transaction under
the rules of the NASDAQ Tallinn Stock Exchange.

The members of the management board and the supervisory board of AS PRFoods have
no personal interest in the proposed transaction.

Conditions precedent

The  sale of  Heimon Kala  Oy, a  subsidiary of  Saaremere Kala  AS (which  is a
subsidiary  of  AS  PRFoods)  is  deemed  a significant transfer of a subsidiary
within  the meaning of the NASDAQ Tallinn Stock Exchange Rules and, accordingly,
the  sale of  shares in  Heimon Kala  Oy is  subject to  approval by the general
meeting  of shareholders of AS PRFoods. Consequently, the management board of AS
PRFoods hereby proposes the adoption of the resolution of the general meeting of
shareholders without convening a meeting (see notice below) and provides further
information on the transaction.

In  addition  to  the  approval  of  the  general  meeting  of shareholders, the
completion  of the proposed transaction is  subject to the fulfilment of certain
conditions  precedent, including the following: (a) the approval of the sale and
purchase  agreement by the  supervisory boards of  AS PRFoods and Saaremere Kala
AS;  (b) the approval of  the noteholders of AS  PRFoods to delate pledge of the
shares  and real  estate mortgage  of Heimon  Kala Oy;  (c) cancellation  of the
pledge  of the shares of Heimon Kala Oy and cancellation of mortgages (including
SEB  Bank's consent  to the  pledge of  the shares  and the  cancellation of the
mortgage)  and the redemption or initiation  of the cancellation of the existing
commercial  mortgage bonds issued by Heimon Kala Oy; (d) the absence of material
adverse  changes in the condition  of Heimon Kala Oy  and absence of breaches of
contractual  obligations  by  the  seller  and  the  issuance  of  the  relevant
confirmation  to  the  buyer;  (e)  the  fulfilment  of  certain  obligations to
guarantee  the purchase of young  fish and to extend  a certain lease agreement,
the  change  of  the  business  name  of  Heimon Kala OÜ, re-registration of the
heimonkala.ee  domain  name  and  as  well  as  Saaristomeren  Paras  Kalapaikka
trademark  in the  name of  the buyer;  (f) confirmation  of the  bank financing
arranged  by  the  buyer  for  the  transaction; and (g) any liabilities between
Heimon  Kala Oy on one hand and companies  belonging to AS PRFood's group on the
other  having  been  settled;  and  (h)  the  approval of the transaction by the
buyer's  board of  directors. Failure  to comply  with the  conditions precedent
within  the time limits  will entitle the  purchaser, and in  case of conditions
precedents  (a), (b), (f) and  (h) described above, the  seller to withdraw from
the  share  sale  agreement.  In  the  event  the  conditions  precedent are not
satisfied  within time limit as a result of a wilful or grossly negligent breach
by  the seller of  its obligations under  the sale agreement,  Saaremere Kala AS
undertakes to cover the buyer's costs up to an amount of EUR 300,000.

The  transfer of the shares  in Heimon Kala Oy  also requires the issuance by AS
PRFoods of a first demand guarantee to the acquirer Nordic Fish Oy to secure the
liabilities  of the  seller (Saaremere  Kala AS).  AS PRFoods also undertakes to
comply with a non-competition and non-solicitation clause with respect to Heimon
Kala Oy for a period of two years.

Sales price and payment terms, difference between acquisition and transfer price

The  sales price  of the  shares in  Heimon Kala  Oy is EUR 1 plus an additional
sales price of up to EUR 500,000. Whether the additional sales price will become
due,  and the exact amount of the  additional sales price will depend on whether
the   fish   farming  permits  applied  for  from  the  Finnish  Regional  State
Administrative  Agency (AVI) are  approved and on  the maximum approved usage of
feed.  An additional sales  price of EUR  500,000 will be due  if the respective
permits are issued with the maximum approved usage of feed of 994,167 kg. If the
maximum approved usage of feed is between 0 and 994,167 kg, the additional sales
price  will  be  determined  linearly  between 0 and EUR 500,000. The additional
sales price shall be paid within 45 days of the decision of the Finnish Regional
State Administrative Agency.

The  sales  price  was  agreed  on  the  basis  of  Heimon  Kala  Oy's financial
performance,  net  working  capital  and  net  debt  as at 31.12.2021. Estimated
Enterprise Value at time of signing is 6.6 million Euros.

The total acquisition price of the shares in Heimon Kala Oy was EUR 10,337,609.
Therefore, the difference between the acquisition price and the transfer (sales)
price  of the  shares is  EUR 9,837,608 -  EUR 10,337,608 (the transfer price is
lower  accordingly),  depending  on  the  fulfilment  of  the  conditions of the
additional sales price of the shares.

Economic outturn and audited accounts table

Pursuant  to the NASDAQ Tallinn Stock Exchange Rules (Requirements for Issuers),
the  issuer must publish the financial results of the significant subsidiary for
the  three  preceding  financial  years  together  with  the  audited  financial
statements  for  a  two  year  period  in  comparison table format. The relevant
information is set out below.

Heimon  Kala Oy's audited unconsolidated (at  the time of publishing this notice
Heimon  Kala Oy  does not  have any  subsidiaries) financial information for the
previous three financial years:

 In thousands of euros                            2018/2019 2019/2020 2020/2021
-------------------------------------------------------------------------------
 Turnover                                         50 508    47 155    47 238
-------------------------------------------------------------------------------
 Net profit (-loss)                               861       -165      -2 728
-------------------------------------------------------------------------------
 Dividend per share                               -         -         -
-------------------------------------------------------------------------------
 Regular  net profit (-loss)  per share of Heimon
 Kala  Oy (diluted  net profit  per share  is the
 same)                                            14.4      -2.7      -45.5
-------------------------------------------------------------------------------
 Regular  net  profit  (-loss)  per  share  of AS
 PRFoods                                          -0.04     -0.04     -0.13
-------------------------------------------------------------------------------
 Diluted  net  profit  (-loss)  per  share  of AS
 PRFoods                                          -0.04     -0.04     -0.11
-------------------------------------------------------------------------------

The  audited financial statements of  Heimon Kala Oy for  the last two financial
years  together with the financial  statements for the period 01.07.21-31.12.21
reviewed  by  KPMG  in  accordance  with  the  International  Standard on Review
Engagements (ISRE) 2410 are attached to this notification as a separate document
in  the form of a comparative table. As Heimon Kala Oy is a Finnish company, the
table  is provided as an unofficial English translation prepared on the basis of
the Finnish original documents.

After  the end  of the  last financial  year, Heimon  Kala Oy closed its Kokkola
plant.  Apart from what  has been mentioned  in this notice,  there have been no
other  significant changes in Heimon Kala Oy's business activities since the end
of the last financial year.

Overview of loans

According to the NASDAQ Tallinn Stock Exchange Rules (Requirements for Issuers),
the  issuer  is  required  to  disclose  information  on loans taken by material
subsidiaries.

As  of the date of this announcement, Heimon  Kala Oy has a valid loan agreement
with  Keski-Pohjanmaan  Osuuspankki  with  a  loan  balance of EUR 130,000 as of
31.01.22. The  loan was taken  out in 2016 and  the last loan  payment is due in
August 2022.

In  addition, Heimon  Kala Oy  has liabilities  from a  leasing contract with OP
Yrityspankki  Oyj totalling EUR 58,822, and VAT arrears totalling EUR 1,004,249
with scheduled payments.

Shareholder structure

Saaremere  Kala AS is the sole shareholder of  Heimon Kala Oy, owning a total of
60 Heimon Kala Oy shares with a nominal value of EUR 168.188 each.

Significant legal and arbitration proceedings

Heimon  Kala Oy has pending  legal proceedings with former  CEO Jarkko Alho, who
has  filed a claim for termination pay  of EUR 110,000 against Heimon Kala Oy in
connection  with the termination of  his contract as a  member of the management
board.  The arbitral tribunal  terminated the claim  on technical grounds and Mr
Alho  brought the action before  the district court. At  the time of filing this
notice,  the district court has not yet decided whether the case will be decided
in  court or in  arbitration.  Heimon Kala  Oy is contemplating claiming damages
from J.Alho.

Heimon  Kala Oy is  not involved in  any other legal  or arbitration proceedings
that could have a material impact on its business or the business of AS PRFoods.

Agreements with AS PRFoods

The  proposed transaction will result in  three agreements between the companies
of  the  PRFoods  Group  and  Heimon  Kala  Oy, which will remain in force until
31.08.2022:

a)  a supply agreement between Heimon Kala  OÜ (business name to be changed) and
Heimon  Kala Oy for  the production of  certain products in  Estonia and sale of
products to Finnish customers until 31.08.2022,

b)  an agreement for the rights  of use of the Heimon  and Heimon Kala brands in
Estonia for the sale and distribution of products;

c)  a transitional services agreement between  Saaremere Kala AS and Heimon Kala
Oy.

The  purpose of  the agreements  is to  ensure the  continuation of  the PRFoods
Group's business activities and the continuation of the sales of the products on
the Finnish market at the current level until the end of August 2022.

Members of the Management Board

Elias  Lehtinen  is  the  Chief  Executive  Officer  of Heimon Kala Oy and other
members of the management board are Indrek Kasela and Margus Rebane.

All  these  persons  will  resign  from  their  positions in connection with the
transaction.

Proposal  for  a  resolution  of  the  general  meeting  of shareholders without
convening a meeting

The  Management board of  AS PRFoods (registration  code 11560713, address Harju
County, Tallinn, Central City District, Pärnu mnt 141, 11314; ISIN EE3100101031)
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]  or  to  the  address  of  AS  PRFoods Pärnu mnt 141, 11314
Tallinn,  Estonia, no later than 25.02.2022. Relevant questions and answers will
be    published    on    the    website    of    AS    PRFoods    www.prfoods.ee
(http://www.prfoods.ee).  The list  of shareholders  with voting  rights will be
fixed  as at the  close of business  on 09.02.2022 in the  Nasdaq CSD settlement
system.  As of  the date  of publication  of this  notice, the  share capital of
AS PRFoods  amounts to EUR 7,736,572. AS PRFoods has 38,682.860 ordinary shares,
each share entitling to 1 vote at the general meeting. Voting is possible in the
period from 10.02.2022 to 25.02.2022 (inclusive). 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   AS   PRFoods  www.prfoods.ee
(http://www.prfoods.ee).

Shareholders have the following options to cast their votes:
(i)  By  submitting  the  ballot  paper,  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]) during the voting period.
(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 AS PRFoods  at Pärnu mnt  141, 11314 Tallinn, Estonia, in  such a way
that it arrives no later than 17:00, 25.02.2022.

The  voting form 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 AS 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 on 09.02.2022, are as follows:

 1. Sale of Heimon Kala Oy by Saaremere Kala AS

To  approve the  sale of  100% of the  shares of  Heimon Kala  Oy, registry code
0426956-8 in  the Finnish commercial  register, by the  subsidiary of AS PRFoods
Saaremere  Kala AS to  Nordic Fish Oy,  registry code in  the Finnish commercial
register 2707158-9.

 1. Issue of a first claim guarantee

To  approve the issue of first demand guarantee  by AS PRFoods to Nordic Fish Oy
for  securing of the  obligations of Saaremere  Kala AS arising  under the share
sale agreement.

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

Indrek Kasela

AS PRFoods
Member of the Management Board
Phone: +372 452 1470
[email protected] (mailto:[email protected])
www.prfoods.ee (http://www.prfoods.ee/)