AS PRFoods (registry code 11560713, of Pärnu mnt 141, 11314 Tallinn, Estonia), hereby announces the annual general meeting of shareholders. This meeting will be held on the 30th of November, 2018 at 11:00 AM. in the conference room “Beta” at the „Radisson Blu Hotel Olümpia“ (address: Liivalaia 33, Tallinn).
The initiator to convene the annual general meeting is the supervisory board of AS PRFoods and the reason for convening the meeting is to confirm the annual report for 2017/2018 (18 months), to distribute profit and to appoint an auditor and to determine the fee of an auditor for 2018/2019 financial year.
The list of shareholders entitled to vote at the annual general meeting will be determined seven days before the meeting, i.e. 23rd November 2018 as at the end of working day of the settlement system of the registrar of the Estonian register of Securities.
At the moment of issuing this notice, the share capital of AS PRFoods is 7,736,572 euros. AS PRFoods has 38,682,860 ordinary shares, each share shall grant a vote at the annual general meeting.
Registration to attend the annual general meeting will start at the location of the meeting on the day of the meeting, i.e. on the 30th of November 2018 at 10:00 AM and will finish at 10:55 AM.
In order to register, shareholders are asked to bring the following documents:
Prior to the annual general meeting, a shareholder may notify AS PRFoods of the appointment of a representative or revoke authorisation of a given representative by sending a digitally signed notice to AS PRFoods by e-mail to email@example.com or by delivering the respective document(s) personally on business days from 10:00 AM to 16:00 PM at the location of the Company at Pärnu mnt 141, 11314 Tallinn, Estonia by 29th of November, 2018. Shareholder may use the form of power of attorney and the form for revoking authorisation that are available at website of AS PRFoods www.prfoods.ee.
According to the decision of the supervisory board of AS PRFoods dated the 6th of November 2018, the agenda of the annual general meeting along with the proposal of the supervisory board is as follows:
1. Confirmation of the annual report of AS PRFoods for 2017/2018 (18 months)
The supervisory board of AS PRFoods proposes to confirm the annual report of AS PRFoods for 2017/2018 (18 months) and to acknowledge the overview given by the management board on financial results.
2. Distribution of profit
The proposal of supervisory board of AS PRFoods:
(a) To confirm the net profit of the financial year of 2017/2018 (18 months) in amount of 57,000 euros and retained earnings of AS PRFoods of 1,904,000 euros as at 30 June 2018;
(b) To transfer 1/20 of the net profit in amount of 2,850 euros to statutory reserve capital;
(c) To pay dividends in amount of 386,829 euros on account of the retained earnings, i.e. 0.01 euros per one share:
• the shareholders entered to the share register of AS PRFoods as at the end of workday of accounting system on 28th December 2018 have the right to dividends;
• based on the above the date of changing of rights attached to shares (ex-date) is 27th December 2018 – from that date the person having acquired the shares is no more entitled to receive dividends for the financial year of 2017/2018;
• dividends are paid to the shareholders on 5th April 2019, by transferring the relevant amount to the bank account attached to the securities account of the shareholder;
(d) not to distribute the remaining net profit.
3. Appointing an auditor for the financial year 2018/2019 and determination of the fee of an auditor.
To take into consideration the suggestion of audit committee, the supervisory board of AS PRFoods proposes to confirm the auditing company AS PriceWaterhouseCoopers as the auditor of AS PRFoods for the financial year 2018/2019 and to pay to the auditing company according to the contract to be concluded with AS PriceWaterHouseCoopers.
All documents relating to annual general meeting of shareholders, draft resolutions and other documents of the general meeting are made available at the website of AS PRFoods www.prfoods.ee from the 7th of November 2018 and on business days from 10:00 AM to 16:00 PM at the location of the Company at Pärnu mnt 141, 11314 Tallinn (Delta Plaza, 14th floor). Inquiries regarding the agenda of the annual general meeting of shareholders can be sent to the e-mail firstname.lastname@example.org
A shareholder has the right to receive information about the activities of AS PRFoods from the management board at the general meeting. However, the management board may refuse to disclose the information if there are sufficient grounds to presume that the disclosure may adversely affect the interests of the company. If the management board refuses to disclose the information, the shareholder may compel the general meeting to decide on the lawfulness of the shareholder's request or file within two weeks a petition to a court 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 that additional items be added to the agenda of the annual general meeting if the request is submitted at least 15 days prior to the General Meeting, i.e. by the 15th of November 2018, in writing to the following address: AS PRFoods, Pärnu mnt 141, 11314 Tallinn, Estonia. Simultaneously with the demand on the modification of the agenda it is necessary to submit a draft of the resolution or substantiation regarding each additional issue. Shareholders whose shares represent at least 1/20 of the share capital of AS PRFoods may propose draft resolutions with respect to each item on the agenda at least 3 days prior to the annual general meeting, i.e. by the 27th of November 2018, by submitting a proposal to the following address: AS PRFoods, Pärnu mnt 141, 11314 Tallinn, Estonia.
The general meeting of the shareholders of AS PRFoods will be broadcasted and additional questions will be answered during the broadcast via web solution
The live broadcast will be hosted by the Member of the Board Indrek Kasela, who will share information in regards to agenda of the general meeting and transaction. Shareholders may send their questions before the broadcast until November 23rd by 23:59 by email email@example.com or ask questions during the broadcast via web solution.
To join the broadcast, please register by 23rd November by 23:59 via email firstname.lastname@example.org. The list of shareholders entitled to monitor the meeting via live broadcast and ask questions will be fixed on the date of fixing the list of shareholders entitled to vote. After registration the shareholder will be provided with instructions how to join the broadcast and ask questions during the meeting. Exercising shareholder´s rights (i.e. voting) is not possible via live broadcast.
The broadcast of the shareholders meeting will be recorded and will be available online for everyone at the company’s website on www.prfoods.ee.
Member of the Management Board