AS PRFoods resolutions of the Shareholders
AS PRFoods resolutions of the Shareholders adopted by the General Meeting of Shareholders of AS PRFoods on 24.04.2025 without calling a meeting
The general meeting of shareholders (the Meeting) of AS PRFoods (the Company) was held without convening a meeting in accordance with § 2991 of the Commercial Code. The voting took place via submitting the voting ballots during the period from 03.04.2025 to 24.04.2025. According to the Commercial Code, in the event of non-voting, the shareholder is deemed to have voted against the resolution.
Following the submission of the voting ballots, the Meeting adopted the following resolutions:
2. Restructuring of financial obligations
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.
Voting results:
| Votes | Number of Votes | Proportion to total votes (%) |
| In favour | 27,888,446 | 74.01% |
| Against | 0 | 0% |
| Did not vote (deemed against) | 9,794,414 | 25.99% |
| Impartial | 0 | 0% |
| Total | 37,682,860 | 100% |
2. 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
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.
Voting results:
| Votes | Number of Votes | Proportion to total votes (%) |
| In favour | 13,074,906 | 57.17% |
| Against | 0 | 0% |
| Did not vote (deemed against) | 9,794,414 | 42.83% |
| Impartial | 0 | 0% |
| Total | 22,869,320 | 100% |
The resolutions were adopted in accordance with the stipulations of the law and Company’s articles of association.
Upon the adoption of the resolutions reflected in this stock exchange release, the resolutions of the secured note holders and convertible note holders, which PRFoods published on 21.04.2025 by means of a stock exchange release, have also entered into effect and the amended versions of the terms and conditions of the notes approved on the basis of the respective resolutions have become binding on all noteholders.
Kristjan Kotkas
AS PRFoods
Management board member
T:
