As PRFoods resolutions adopted by Extraordinary Shareholders Meeting
AS PRFoods resolutions adopted by the Extraordinary General Meeting of Shareholders of AS PRFoods on 10.01.2024
The extraordinary general meeting of shareholders (the General Meeting) of AS PRFoods (the Company) was held at 9.00 am on Wednesday 10.01.2024 at Peetri 12 (Kai Art Center), 10415 Tallinn.
The notice of the General Meeting together with the agenda was published on 20 December 2023 via the Nasdaq Tallinn Stock Exchange information system and on the website of the Company at https://prfoods.ee/prfoods. The notice of the General Meeting was also published in Eesti Päevaleht of 20 December 2023.
6 shareholders registered for the General Meeting, whose shares represented 26 004 203 votes, which constitute 67,22% of all the votes represented by the share capital of the Company, and thus the General Meeting had the necessary quorum to adopt the resolutions on the matters on the agenda of the General Meeting.
The agenda of the General Meeting was as follows:
Sale by Saaremere Kala AS of the superficies license with the purpose of constructing aquacultural fish farming facilities at open sea issued by the Consumer Protection and Technical Regulatory Authority under the decision no. 1-7/23-317
In addition, it was decided at the meeting to supplement the agenda of the General Meeting with an additional item “Electing of an auditor”. Pursuant to § 293 (3) of the Commercial Code, an item which is initially not on the agenda of a general meeting may be included on the agenda with the consent of at least 9/10 of the shareholders who participate in the general meeting if their shares represent at least 2/3 of the share capital. The proposal to supplement the agenda as per above was approved by the shareholders, whose shares represented 26 003 702 votes, which constitute 67,22% (i.e. over 2/3) of all the votes represented by the share capital of the Company and 99,998% of the votes belonging to the shareholders who participated in the General Meeting.
The General Meeting adopted the following resolutions:
1. Sale by Saaremere Kala AS of the superficies license with the purpose of constructing aquacultural fish farming facilities at open sea issued by the Consumer Protection and Technical Regulatory Authority under the decision no. 1-7/23-317
To approve the sale by Saaremere Kala AS (registry code: 11310040) of the superficies license with the purpose of constructing aquacultural fish farming facilities at open sea issued by the Consumer Protection and Technical Regulatory Authority under the decision no. 1-7/23-317 to OÜ Energy Port (registry code: 14785192).
Voting results:
| Votes | Number of Votes | Proportion to total votes represented at the General Meeting (%) |
| In favour | 26 004 202 | 100% |
| Against | 1 | 0% |
| Impartial | 0 | 0% |
| Total | 26 004 203 | 100% |
2. Election of an auditor
To elect KPMG Baltics OÜ, registry code 10096082, number of activity license 17, as the auditor of AS PRFoods until 31.12.2024.
Voting results:
| Votes | Number of Votes | Proportion to total votes represented at the General Meeting (%) |
| In favour | 26 003 703 | 99,9981% |
| Against | 0 | 0% |
| Impartial / did not vote | 500 | 0,0019% |
| Total | 26 004 203 | 100% |
The resolutions were adopted in accordance with the stipulations of the law and Company’s articles of association.
The minutes of the General Meeting will be made available to the shareholders at the Company’s registered address and on the website of the Company https://prfoods.ee/prfoods not later than 7 days after the end of the General Meeting.
Indrek Kasela
AS PRFoods
Management board member
T: +372 452 1470
investor@prfoods.ee
www.prfoods.ee
