AS PRFoods (register code 11560713, address Pärnu rd. 141, 11314 Tallinn, Estonia), hereby convenes the Extraordinary General Meeting of shareholders, which will be held on 11 December 2017 starting at 11:00 AM in the hotel “Radisson Blu Hotel Olümpia” conference room called Gamma (address Liivalaia 33, Tallinn).
The initiator of convening the extraordinary general meeting is the Supervisory Board of AS PRFoods and the reason is to change the beginning and end of the financial year of AS PRFoods and related to the latter to change the articles of association and extend the authorities of the current members of the Supervisory Board of AS PRFoods and for the future shortening the term of office of the Supervisory Board members in the articles of association.
The list of shareholders being entitled to vote at the Extraordinary General Meeting will be determined seven days before the meeting, i.e. as 4 December 2017 at the end of the working day of the settlement system of the registrar of the Estonian register of securities.
As at the disclosure of this notice the share capital of AS PRFoods is 7 736 572 euros. AS PRFoods has 38 682 860 common shares, each share entitles to one vote at the general meeting.
The registration of the participants of the Extraordinary General Meeting begins on the day of the meeting i.e. on 11 December 2017 at 10:00 AM and ends at 10.55 AM.
For registration, please submit:
Prior to the Extraordinary General Meeting, a shareholder may notify AS PRFoods of appointing a representative or revoking authorisation to represent the shareholder by sending a respective digitally signed notice to the e-mail address investor@prfoods.ee or by personally delivering the written notice during business days from 10am until 4pm to the address Pärnu rd 141, 11314 Tallinn, Estonia, by 6 December 2017 at the latest. The shareholder may use the respective forms of power of attorney and revocation of the power of attorney available at the website of AS PRFoods www.prfoods.ee.
In accordance with the resolution of the Supervisory Board of AS PRFoods, dated 15 November 2017, the agenda of the Extraordinary General Meeting along with the proposals of the Supervisory Board to the shareholders is as follows:
1. Changing of the beginning and end of the financial year of AS PRFoods and related to the latter the changing of the length of financial year 2017 and the clause 2.1 of the articles of association.
The Supervisory Board of AS PRFoods proposes to the Extraordinary General Meeting of Shareholders:
1) To fix 1 July (the first of July) as the beginning date and 30 June (the thirtieth of June) as the end date of the financial year of AS PRFoods.
2) Related to the changing of the period of the financial year to extend the length of the financial year 2017 of AS PRFoods up to eighteen months, i.e. up to 30 June 2018 and change the clause 2.1 of the articles of association of AS PRFoods and reword as follows: “2.1. The financial year of the public limited company begins on the first of July and ends on the thirtieth of June of the next calendar year (1 July – 30 June).“
3) To confirm the new redaction of AS PRFoods which will enter into force from making the relevant entry in the Commercial Registry.
2. Changing of the clause 6 of the articles of association of AS PRFoods.
The Supervisory Board of AS PRFoods proposes to the Extraordinary General Meeting of Shareholders:
1) To change the numeration of subclauses of clause 6 of the articles of association of AS PRFoods so that these will start with clause 6 and change the current clause 7.3 and reword it as follows: „6.3. The Supervisory Board consists of three up to seven members chosen by the General Meeting of Shareholders for 3 (three) years.“
2) To confirm the new redaction of AS PRFoods which will enter into force from making the relevant entry in the Commercial Registry.
3. Extension of the term of office of the members of the Supervisory Board of AS PRFoods.
The Supervisory Board of AS PRFoods proposes to the Extraordinary General Meeting of Shareholders:
1) To extend the term of office of Aavo Kokk (personal identification code 36410042742), member of the Supervisory Board of PRFoods by five years from 11 December 2017 with the current monthly fee of 500 EUR (gross).
2) To extend the term of office of Arko Kadajane (personal identification code 38103286010), member of the Supervisory Board of PRFoods, by five years from 11 December 2017.
3) To extend the term of office of Harvey Sawikin (date of birth 16 February 1960), member of the Supervisory Board of PRFoods, by five years from 11 December 2017.
4) To extend the term of office of Jaakko Karo (date of birth 24 January 1962), member of the Supervisory Board of PRFoods by five years from 11 December 2017 with the current monthly fee of 500 EUR (gross).
5) To extend the term of office of Kuldar Leis (personal identification code 36805296534), member of the Supervisory Board of PRFoods by five years from 11 December 2017 with the current monthly fee of 750 EUR (gross).
6) To extend the term of office of Lauri Kustaa Äimä (personal identification code 01121971-081F), member of the Supervisory Board of PRFoods by five years from 11 December 2017 with the current monthly fee of 1000 EUR (gross).
The materials of the General Meeting, drafts of the resolutions and other documents of the General Meeting can be viewed from 16 November 2017 at the website of AS PRFoods at the website www.prfoods.ee and on workdays within 10a.m. up to 4 p.m. at Pärnu mnt 141 (Delta Plaza, 14th floor), Tallinn. The questions related to the items of the agenda of the Extraordinary General Meeting of Shareholders can be sent to e-mail address investor@prfoods.ee.
A shareholder has a right to receive information on the activities of AS PRFoods from the Management Board at the General Meeting. 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 claim that the General Meeting decides on the lawfulness of the shareholder's request or file within two weeks a petition to a court by way of proceedings on petition 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 additional items to be added on the agenda of the Extraordinary General Meeting if a respective request has been submitted at least 15 days prior to the Extraordinary General Meeting, i.e. on 26 November 2017 at the latest to the following address: AS PRFoods, Pärnu rd. 141, 11314 Tallinn, Estonia. Concurrently with the demand to complement the agenda, a draft resolution on or substantiation of each additional issue shall be submitted to the company. 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 Extraordinary General Meeting, i.e. on 8 December 2017 at the latest by submitting the proposal in writing to the following address: AS PRFoods, Pärnu rd. 141, 11314 Tallinn, Estonia.
The Extraordinary 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. Shareholders may send their questions before the broadcast on 6 December 2017 by 23.59 at the latest by email to hannele@voting.ee or ask questions during the broadcast via web solution.
To join the broadcast, please register on 6 December 2017 by 23.59 at the latest via email hannele@voting.ee. These shareholders are entitled to monitor the meeting via live broadcast and ask questions who are in the list of shareholders as at the date of fixing the list of shareholders with the voting right. After registration you 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 Extraordinary General Meeting of Shareholders will be recorded and will be available on the website www.prfoods.ee.
Indrek Kasela
Member of the Management Board
AS PRFoods