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

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 Brīvais 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=bfe5dcf67ed0d3f55fdbd6495eb562f51&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 § 299¹ of the Commercial Code.

Please send any questions regarding the draft resolutions to the e-mail address investor@prfoods.ee 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.

Shareholders have the following options to cast their votes:

1. 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 investor@prfoods.ee no later than 15.05.2026 at 11.59 p.m.
2. 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. 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 Brīvais 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.

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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 and on the website of the Estonian branch of NASDAQ CSD SE at 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 § 299¹ (6) of the Commercial Code.

Timo Pärn / Kristjan Kotkas
Management board member of AS PRFoods

Attachments

• ENG – PROXY FOR EXERCISING THE RIGHTS OF A SHAREHOLDER April 2026(2110787.1) (1)
• HAALETUSSEDEL_VOTING BALLOT AS PRFoods April 2026(2110927.1) (5)