Notice to convene annual general meeting
PRF: Adoption of Resolutions of the Annual General Meeting of Shareholders of AS PRFoods Without Convening the Meeting
The Management Board of AS PRFoods (registry code 11560713, address Harju County, Tallinn, Kesklinna District, Pärnu mnt 141, 11314; ISIN EE3100101031) proposes to the shareholders to adopt resolutions without convening a meeting in accordance with § 2991 of the Commercial Code.
Questions pertaining the draft decisions are to be sent via e-mail to firstname.lastname@example.org or via regular mail to AS PRFoods to Pärnu mnt 141, 11314 Tallinn, Estonia no later than 4.12.2020. Relevant questions and answers will be published on the website of AS PRFoods www.prfoods.ee. The list of shareholders entitled to vote will be fixed on 4.12.2020 at the end of the business day of the Nasdaq CSD settlement system. As at the publication of this notice, the share capital of AS PRFoods is 7,736,572 euros. AS PRFoods has 38,682,860 ordinary shares, each share giving 1 vote at the general meeting. The voting period lasts from 7.12.2020 to 13.12.2020 (incl.). If a shareholder abstains from voting, the shareholder shall be deemed to have voted against the resolution. The voting ballot is available on the website of AS PRFoods www.prfoods.ee.
A shareholder has the following options to cast the vote:
(i) By sending the voting ballot filled in and digitally signed by the shareholder or signed and scanned by the voting shareholder or by the authorized representative via e-mail to email@example.com during the voting period.
(ii) By submitting or sending the voting ballot filled in and signed by the shareholder entitled to vote or by the shareholder’s representative to the office of AS PRFoods at Pärnu mnt 141, 11314 Tallinn, Estonia so that it arrives no later than at 17:00 on 11.12.2020.
In order to verify the identity of a shareholder, the voting ballot sent via e-mail must be digitally signed. If sending a signed and scanned voting ballot via e-mail or sending a voting ballot by post, a copy of the personal data page of the shareholder's or shareholder's representative's identity document (e.g. passport or ID card) (incl. the document’s validity date) shall be sent with the voting ballot. The shareholder's representative shall also submit a valid power of attorney in Estonian or English language in a reproducible form. A shareholder may use the proxy template available on the website of AS PRFoods www.prfoods.ee. A shareholder who is a legal person registered in a foreign country, shall submit a copy of the extract from the corresponding foreign commercial register, which shows the right of the representative to represent the shareholder (legal authorization). The extract must be in English or translated into Estonian or English by a sworn translator or an official equivalent to a sworn translator.
The proposals of the Management Board approved by the Supervisory Board regarding the decisions to be adopted are the following:
1. Approval of the annual report of AS PRFoods for the financial year of 2019/2020
The proposal of the Supervisory Board of AS PRFoods is to approve the annual report of AS PRFoods for the financial year of 2019/2020.
2. Confirmation of the loss of AS PRFoods for the financial year 2019/2020 and decision to cover the loss
The proposal of the Supervisory Board of AS PRFoods is to confirm the loss for the financial year 2019/2020 in the amount of 1,718 thousand euros and to cover the loss as follows:
a) 66 thousand euros from retained earnings;
b) 51 thousand euros from statutory capital reserve;
c) 1,601 thousand euros from share premium.
3. Appointment of the auditor for the financial year 2020/2021 and determination of the auditor's fee
The Supervisory Board of AS PRFoods proposes to approve the audit company KPMG Baltics OÜ (registry code 10096082) as the auditor of AS PRFoods for the financial year 2020/2021 and to pay the audit company for the audit in accordance with the agreement to be entered into with KPMG Baltics OÜ.
As of the publication of this notice, the shareholders can acquaint with the materials of the general meeting, draft resolutions and other documents of the general meeting on the website of AS PRFoods www.prfoods.ee and on the website of the Estonian branch of NASDAQ CSD SE www.nasdaqbaltic.com.
The resolutions adopted by the shareholders will be published as a stock exchange announcement and on the website of AS PRFoods no later than by 18.12.2020.
Member of the Management Board of AS PRFoods