Published: 2016-05-26 14:08:10 CEST
PRFoods
Minutes of annual general meeting

Resolutions of the annual general meeting of shareholders of AS PRFoods

Tallinn, Estonia, 2016-05-26 14:08 CEST --  

The annual general meeting of shareholders (the Meeting) of AS PRFoods (the Company) was held on 26th May 2016 in the conference room “Beta” at Radisson Blu Hotel Olümpia, located at Liivalaia 33, Tallinn, Estonia. The notice for calling the Meeting was published via the information system of NASDAQ OMX Tallinn and on the webpage of the Company (www.prfoods.ee) on 3th May, 2016. The notice for calling the Meeting was also published in Eesti Päevaleht and in Äripäev on 4th May, 2016.

The Meeting started at 10:00 AM and ended at 10:50 AM. 23 shareholders attended the Meeting representing 70.92% of the total votes represented by the all shares. Therefore the Meeting was competent to pass resolutions. 

The following resolutions were passed at the Meeting:

  1. Covering the loss from previous year

The shareholders decided to cover the loss from previous years in the amount of EUR 2,026,000 from reserves and share premium.

Voting results:

Votes No of Votes Proportion to total votes (%)
In favour 27,075,260 99.98%
Against 0 0.00%
Impartial 0 0.00%
Did not vote 5,000 0.02%
Total 27,080,260 100%

 

  1. Approving the Company’s 2015 annual report

The shareholders decided to approve the annual report of the Company for the financial year 2015 in the form submitted to the annual general meeting.

Voting results:

Votes No of Votes Proportion to total votes (%)
In favour 27,079,160 100%
Against 0 0.00%
Impartial 1,000 0.00%
Did not vote 100 0.00%
Total 27,080,260 100%

 

  1. Deciding on sharing the profit

The shareholders decided to transfer EUR 12,400 to the reserve and not to distribute the remaining profit.

Voting results:

Votes No of Votes Proportion to total votes (%)
In favour 27,080,160 100%
Against 0 0.00%
Impartial 100 0.00%
Did not vote 0 0.00%
Total 27,080,260 100%

 

  1. Appointment of auditor for the financial year 2016 and determining auditor’s remuneration

The shareholders decided to appoint AS PricewaterhouseCoopers (register code 10142876) as the Company’s auditor for the financial year 2016 and to determine the remuneration of the auditor pursuant to the agreement to be executed with the auditor

Voting results:

Votes No of Votes Proportion to total votes (%)
In favour 27,073,460 99.97%
Against 0 0.00%
Impartial 1,800 0.01%
Did not vote 5,000 0.02%
Total 27,080,260 100%

 

  1. Introducing shares without nominal value and amending the articles of association

The shareholders decided to introduce the shares without nominal value and to adopt the new version of the articles of association that was submitted for review by the shareholders before the general meeting

Voting results:

Votes No of Votes Proportion to total votes (%)
In favour 27,064,260 99.94%
Against 11,000 0.04%
Impartial 0 0.00%
Did not vote 5,000 0.02%
Total 27,080,260 100%

 

  1. Partial change of the resolution of the shareholders of 29 May 2014 resolving acquisition of own shares and determining terms of buy-back programme

The shareholders decided to change the resolution of the shareholders of 29 May 2014 (resolving acquisition of own shares and determining terms of buy-back programme) section 4 subsections b, c and d and establish these with the following wording:

b)           AS PRFoods shall have a right to buy back own shares either by means of a single transaction or several transactions carried out on a regulated market or over the counter starting from the moment this resolution of the General Meeting is made public and until 29.05.2019;

c)            the maximum amount of the shares that may be bought back is 1,000,000;

d)           the maximum price at which the shares may be bought back is 0.60 euro per share;

Do not change other clauses of the resolution of the shareholders of 29 May 2014 regarding acquisition of own shares and determining terms of buy-back programme.

                Voting results:

Votes No of Votes Proportion to total votes (%)
In favour 27,068,159 99.96%
Against 1 0.00%
Impartial 7,100 0.03%
Did not vote 5,000 0.02%
Total 27,080,260 100%

All decisions at the meeting were adopted in accordance with the stipulations of the law and Company’s articles of association.

Indrek Kasela
AS PRFoods
Member of the Management Board
Phone: +372 6033 800
investor@prfoods.ee
www.prfoods.ee