Notice of Annual General Meeting of Shareholders

Notice of Annual General Meeting of Shareholders of as PRFoods

AS PRFoods (registration code 11560713; location Tallinn, Republic of Estonia), hereby announces the annual general meeting of shareholders. This meeting will take place on 5e from December 2022 at 12:00 address petri Str. 12Tallinn 10411 , 2nd Floor.

The list of shareholders entitled to vote at the annual general meeting will be determined seven days before the meeting, i.e. on November 28, 2022 at the end of the working day of the Registrar’s settlement system. Estonian Securities. For the moment As of the date of this notice, the share capital of AS PRFoods is 7,736,572 euros. As PRFoods has 38,682,860 common shares, each share will grant 1 vote at the annual general meeting.
Registration for the Annual General Meeting will begin at the meeting venue on the day of the meeting, i.e. 5e from December 2022 at 11:30 hours and will end at 11:55:00.

To register, shareholders are requested to provide the following documents:

  • Individual shareholders must bring a passport or an official identity card. A representative of a shareholder must also present a written power of attorney.
  • Representatives of shareholders who are legal persons must bring an extract from the respective register where the legal person is registered which confirms the authority of the representative of the legal person to represent the legal person (representation under the law); and representative’s passport or government-issued identity card. If the legal person is represented by a person who is not the legal representative of the legal person, a written power of attorney is also required. The documents of a shareholder located abroad must be legalized or certified by an apostille, unless an international agreement on the subject provides otherwise. AS PRFoods can register a shareholder located abroad as a participant in the annual general meeting also in the event that the notarized power of attorney issued to the representative contains all the required data on the legal entity and its representative and that this power of attorney is valid in Estonia.

Prior to the annual general meeting, a shareholder may notify AS PRFoods of the appointment of a representative or revoke the authorization of a given representative by sending a digitally signed notice to AS PRFoods by e-mail to [email protected] or by personally delivering the respective document(s) on working days from 10:00 a.m. to 4:00 p.m. at the Company’s headquarters at the address of Saare County, Saaremaa Parish, Suure-Rootsi Village, Kärsa, Estonia by December 2, 2022. The shareholder can use the form of proxy and the form of revocation of authorization available on the website of AS PRFoods www.prfoods.ee.

In accordance with the decision of the supervisory board of AS PRFoods, the agenda of the annual general meeting as well as the proposal of the supervisory board to shareholders is as follows:

1. Approval of the AS PRFoods annual report for the financial year 2021/2022
The proposal of the Supervisory Board of AS PRFoods is to approve the annual report of AS PRFoods for the financial year 2021/2022.
2. Ddecision to cover the loss of AS PRFoods for the 2021/2022 financial year
The proposal of the Supervisory Board of AS PRFoods:
(a) to recognize the loss for the 2021/2022 financial year in the amount of €8,143,000;
(b) cover the loss of an amount of 8,143,000 euros on issue premium.
3. Appointment of the statutory auditor for the 2022/2023 financial year and determination of the statutory auditor’s fees
The supervisory board of AS PRFoods proposes to approve the audit company KPMG Baltics OÜ (registration code 10096082) as auditor of AS PRFoods for the financial year 2022/2023 and to remunerate the company d audit for the audit in accordance with the agreement to be concluded with KPMG Baltics OÜ.
4. Determination of the number of new members of the Supervisory Board of AS PRFoods
The Supervisory Board of AS PRFoods proposes to elect a new Supervisory Board composed of five members.
5. Election of the members of the Supervisory Board members of AS PRFoods
The Supervisory Board of AS PRFoods proposes to the general meeting of shareholders the following:
5.1. To elect Aavo Kokk (identification code 36410042742) as a member of the supervisory board for a term of three years with the start date of the authorization on 12.12.2022 and with the current monthly remuneration of 500 EUR gross.
5.2. Elect Harvey Sawikin (born 02.16.1960) as a member of the Supervisory Board for a term of three years from 12.12.2022.
5.3. Elect Jaakko Karo (born 24.01.1962) as a member of the supervisory board for a term of three years with the authorization start date 12.12.2022 and with the current monthly remuneration of 500 EUR gross
5.4. To elect Kuldar Leis (identification code 36805296534) as a member of the supervisory board for a three-year term with the start date of the authorization on 12.12.2022 and with the current monthly remuneration of 750 EUR gross.
5.5. Elect Lauri Kustaa Äimä (Finnish identity code 061271-081F) as a member of the supervisory board for a term of three years with the start date of the authorization on 12.12.2022 and with the current monthly remuneration of 1000 EUR raw.

All documents relating to the annual general meeting of shareholders, draft resolutions and other documents of the general meeting are made available on the website of AS PRFoods www.prfoods.ee from 11e from November 2022 and on working days from 10 a.m. to 4 p.m. at the Company’s location in Saare County, Saaremaa Parish, Suure-Rootsi Village, Kärsa. Inquiries regarding the agenda of the annual general meeting of shareholders can be sent to the e-mail address [email protected]. A shareholder has the right to receive information about the activities of AS PRFoods from the board of directors during the general meeting. However, the management board may refuse to disclose the information if there are sufficient grounds for presuming that the disclosure could harm the interests of the company. If the management board refuses to disclose the information, the shareholder may compel the general meeting to rule on the legality of the shareholder’s request or file a legal petition within two weeks in order 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 the inclusion of additional items on the agenda of the annual general meeting if the request is submitted at least 15 days before the general meeting, i.e. no later than November 21, 2022, in writing to the following address: AS PRFoods, address county of Saare, parish of Saaremaa, village of Suure-Rootsi, Kärsa, 94129. Simultaneously with the request for modification of agenda, it is necessary to submit a draft resolution or justification for each additional issue. Shareholders whose shares represent at least 1/20 of the share capital of AS PRFoods can propose draft resolutions on each item on the agenda at least 3 days before the annual general meeting, i.e. before December 2, 2022 , by submitting a proposal to the following address: AS PRFoods, address county of Saare, parish of Saaremaa, village of Suure-Rootsi, Kärsa, 94129.

Indrek Kasela
Member of the Management Board
AS PRFood

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