PROPOSAL FOR ADOPTION OF RESOLUTIONS OF SHAREHOLDERS´ GENERAL MEETING OF 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 14.04.2025. The list of shareholders with voting rights will be fixed as at the close of business on 03.04.2025 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 03.04.2025 to 24.04.2025 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:
- 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 24.04.2025 at 11.59 p.m.
- 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 24.04.2025 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 on02.04.2025, are as follows:
- Restructuring of financial obligations
Draft resolution:
To approve the voluntary out-of-court restructuring of the existing financial obligations of PRFoods and its subsidiary Saaremere Kala AS and the conclusion by PRFoods and its subsidiaries of the documents implementing the restructuring.
Background
PRFoods has, in the earlier market announcements, notified its noteholders and other investors of the necessity to restructure its debt obligations in order to support the sustainability of the business operations of PRFoods and its subsidiaries and to protect the interests of investors of PRFoods and the employees of the whole group.
Since the first quarter of 2024/2025 financial year, the management board of PRFoods has been actively working on identifying, evaluating and testing various restructuring opportunities. As a result of such efforts, PRFoods has now, in coordination with its relevant major creditors, developed a plan for the voluntary out-of-court restructuring of the existing financial obligations of PRFoods and its subsidiary Saaremere Kala AS arising from the secured and convertible notes issued by PRFoods and from the unsecured and secured loans provided by its shareholder, Amber Trust II S.C.A., SICAR (in liquidation). A document setting out the description of main principles and rationale of the proposed restructuring is attached as Annex 1.
The proposed restructuring foresees the following main measures: (i) postponing of the maturity of all restructured financial obligations until 31.03.2028 and applying 0% interest to all restructured financial obligations from 31.03.2025 and until the end of the relevant period to sustain the restructuring; (ii) obtaining additional financing from its shareholder, Amber Trust II S.C.A., SICAR, to support and finance the restructuring, working capital needs, profitability growth, and the development by the Group of the PV4 fish farming licence; (iii) continuing operations over the three-year restructuring period with the goal of increasing asset value and allowing PRFoods to sell the Group’s specified core assets as a going concern at an optimal moment within this timeframe, depending on market conditions and other relevant factors, and taking all reasonable steps for preparing and conducting the structured divestment of the relevant core assets and (iv) distributing and applying net proceeds from the sale of the respective core assets for the repayment of the restructured financial obligations in instalments and agreed proportions between the affected groups of creditors and PRFoods (all as further described in Section 3.2 of Annex 1) (the “Restructuring”).
In order to effect the Restructuring, PRFoods has prepared a set of documents (as referred to in Section 3.2 of Annex 1) implementing the principles of the proposed restructuring into the terms of the secured and convertible notes and existing loan agreements, including a proceeds sharing agreement as further described in Section 3.2 of Annex 1. PRFoods initiates written procedures to seek formal approval of the Restructuring and the relevant documents implementing the Restructuring from the shareholders and affected groups of creditors of PRFoods as referenced in Section 3.3 of Annex 1.
- Taking of senior loan from Amber Trust II S.C.A., SICAR (in liquidation) and amending the terms and conditions of the existing unsecured loan agreement between Amber Trust II S.C.A., SICAR (in liquidation) and Saaremere Kala AS
Draft resolution:
To approve the entry by PRFoods and its subsidiaries into the senior loan agreement with Amber Trust II S.C.A., SICAR (in liquidation) as lender, which amends and replaces the existing loan agreement concluded on 13 November 2024, and to approve taking by PRFoods and its subsidiaries of senior loan from Amber Trust II S.C.A., SICAR (in liquidation), as well as to approve the entry by PRFoods and its subsidiary Saaremere Kala AS into an agreement with Amber Trust II S.C.A., SICAR (in liquidation) as lender amending and replacing the existing unsecured loan agreement between Amber Trust II S.C.A., SICAR (in liquidation) and Saaremere Kala AS.
Background
To carry out the Restructuring, PRFoods and its subsidiaries would require additional working capital financing to support the activities of the group during the Restructuring. Amber Trust II S.C.A., SICAR (in liquidation) (“AT II”) is willing to make such financing available on a senior basis and has entered into a loan agreement (the “Senior Loan Agreement”) with PRFoods and its subsidiaries amending and replacing the existing secured loan agreement with PRFoods’ subsidiaries Saaremere Kala and Saare Kala Tootmine OÜ dated 13 November 2024. Under the Senior Loan Agreement, AT II agrees to make available to PRFoods and its subsidiaries by way of a revolving facility loans from time to time in the aggregate outstanding amount not exceeding EUR 1,000,000. PRFoods and its subsidiaries may utilise such a loan limit in one or several tranches on a revolving basis. At the discretion of AT II, the loan limit may be increased by up to EUR 500,000, if such additional financing is deemed beneficial by AT II and PRFoods to support the Restructuring. As of 31.03.2025, the outstanding loan amount and accrued interest under the existing secured loan agreement is EUR 171,677.62, which amount will be deemed outstanding as the loan utilised by Saaremere Kala AS under the Senior Loan Agreement.
Additionally, in connection with the Restructuring, AT II is willing to amend and replace the existing unsecured loan agreement under which AT II has earlier provided an unsecured loan to Saaremere Kala AS by an agreement between AT II, PRFoods and Saaremere Kala AS (the “Unsecured Loan Agreement”). As of 31.03.2025, the outstanding loan amount and accrued interest under the existing unsecured loan agreement is EUR 451,394.54, which amount will be deemed outstanding as the loan utilised by Saaremere Kala AS under the Unsecured Loan Agreement. Apart from the existing unsecured loan, no additional loan will be granted under the Unsecured Loan Agreement.
To support the Restructuring, the loans utilised under the Senior Loan Agreement and the Unsecured Loan Agreement will bear 0% interest from 31.03.2025 until the repayment date (which is 31.03.2028 or, if earlier, the date when all proceeds from the sale of the core assets of the Group are distributed). The loans must be repaid to AT II by way of partial repayments on the dates, in the amounts and pursuant to the procedure as described in Section 3.2 of Annex 1.
The payment obligation of the loans utilised under the Senior Loan Agreement shall rank in priority to the secured and convertible notes and the Unsecured Loan Agreement. Any security granted in respect of the existing secured loan agreement remain to secure the obligations of PRFoods and Saaremere Kala AS under the Senior Loan Agreement.
The Senior Loan Agreement and the Unsecured Loan Agreement will enter into force as of that the moment when the shareholders and holders of the secured and convertible notes of PRFoods have formally approved the Restructuring and the relevant documents implementing the Restructuring by applicable majority vote.
Considering the monetary value of the transactions listed in this agenda item and the fact that such transactions are entered into with a related person Amber Trust II S.C.A., SICAR (in liquidation), the transactions qualify as “significant” within the meaning of the “Requirements for Issuers” (the “Rules”) of Nasdaq Tallinn Stock Exchange, requiring the approval of the general meeting of shareholders of PRFoods as the issuer. In accordance with the Rules, upon requesting such approval from the general meeting of shareholders, among other things, an auditor’s opinion confirming that the significant transaction entered into with a related person does not damage the interests of the shareholders not involved in the transaction shall be presented. However, PRFoods does not consider such requirement of the Rules to be in conformity with the requirements of the Securities Market Act. The regulation contained in the Securities Market Act concerning transactions with related persons (§ 1354) based on the directive (EU) 2017/828 of the European Parliament and of the Council (so-called shareholders’ directive) do not mandatorily prescribe the requirement for the approval of the general meeting of shareholders or for the presentation of the auditor’s opinion, and consider the approval of the relevant transaction by the supervisory board of the issuer sufficient. The supervisory board of PRFoods has approved the respective transactions.
Irrespective of the foregoing, and to give more comfort to the shareholders that obtaining by the Company and its subsidiaries of a new senior financing under the Senior Loan Agreement from Amber Trust II S.C.A., SICAR (in liquidation) to support the Restructuring does not damage the interests of other shareholders not involved in the transaction, PRFoods obtained such auditor’s opinion referred to in the Rules regarding the Senior Loan Agreement. The auditor’s opinion is attached as Annex 2.
PRFoods notes that the entry into the Senior Loan Agreement and other transactions discussed above constitutes a material precondition for the successful implementation of the Restructuring. Furthermore, the loans provided by Amber Trust II S.C.A., SICAR (in liquidation) under the above-referenced agreements will bear 0%. Thus, PRFoods considers the conclusion of such agreements to be in the interests of the Group and not damaging to its shareholders.
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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 PRFoods
Attachments
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