Proposal for Adoption of Resolutions of Shareholders´ General Meeting of AS PRFoods Without Convening a Meeting

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) 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 AS PRFoods, Kärsa, Suure-Rootsi, 94129, Saaremaa, Estonia, no later than 20.12.2023. Relevant questions and answers will be published on the website of AS PRFoods www.prfoods.ee. The list of shareholders with voting rights will be fixed as at the close of business on 08.12.2023 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 11.12.2023 to 29.12.2023 (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.

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 investor@prfoods.ee 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, 29.12.2023.

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. 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 07.12.2023, are as follows:

1.     Approval of 01.07.2022 – 30.06.2023 annual report

To approve the 01.07.2022 – 30.06.2023 annual report of AS PRFoods.

2.     Distribution of profit

The profit for the period 01.07.2022 – 30.06.2023 was EUR 331,000. To use the profit to cover the losses of previous periods. No dividend to be paid out of the profit.

As of the publication of this notice, shareholders may access the materials of the general meeting, draft resolutions, the annual report, auditor’s statement and other documents of the general meeting on the website of AS 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 AS PRFoods in accordance with § 299¹ (6) of the Commercial Code.

Indrek Kasela
Management board member of AS PRFoods

Attachments

• 2023 HÄÄLETUSSEDEL_VOTING BALLOT AS PRFoods (1)
• AS PRFoods (reg).Resolutions of SB.06-12.2023.TGS Baltic (ID 925888) (1)
• Teavitus koosolekust_SRD II_vorm PRFoods detsember 2023 (1)
• ENG – PROXY FOR EXERCISING THE RIGHTS OF A SHAREHOLDER (1)