Notice of Convening Annual General Meeting of Shareholders of AS PRFoodsNotice of Convening Annual General Meeting of Shareholders of as PRFoods AS PRFoods (registry code 11560713; location Tallinn, Republic of Estonia), hereby announces the annual general meeting of shareholders. This meeting will be held on the 5th of December, 2022 at 12:00 address Peetri Str. 12, Tallinn 10411 , II floor. The list of shareholders entitled to vote at the annual general meeting will be determined seven days before the meeting, i.e. 28th of November 2022 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 1 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 5th of December 2022 at 11:30 AM and will finish at 11:55 AM. In order to register, shareholders are asked to bring the following documents: - Shareholders who are private individuals must bring a passport or government-issued identity card. A representative of a shareholder must also submit a written power of attorney.
- Representatives of shareholders that are legal entities must bring an extract from the respective register where the legal entity is registered which confirms the authority of the legal entity’s representative to represent the legal entity (representation by virtue of law); and representative’s passport or government-issued identity card. If the legal entity is represented by a person who is not the legal representative of the legal entity, a written power of attorney is also required. The documents of a shareholder located abroad shall be legalized or certified with an apostille, unless a relevant international agreement stipulates otherwise. AS PRFoods may register a shareholder located abroad as a participant in the annual general meeting also in case the notarized power of attorney issued to the representative contains all required data about the legal entity and its’ representative and such power of attorney is valid in Estonia.
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 investor@prfoods.ee 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 address Saare county, Saaremaa parish, Suure-Rootsi village, Kärsa, Estonia by 2nd of December, 2022. 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, the agenda of the annual general meeting along with the proposal of the supervisory board to the shareholders is as follows: 1. Approval of the annual report of AS PRFoods for the financial year of 2021/2022
The proposal of the Supervisory Board of AS PRFoods is to approve the annual report of AS PRFoods for the financial year of 2021/2022.
2. Decision to cover the loss of AS PRFoods for the financial year 2021/2022
The proposal of the Supervisory Board of AS PRFoods:
(a) to confirm the loss for the financial year 2021/2022 in the amount of 8 143 000 euros;
(b) to cover the loss in the amount of 8 143 000 euros from share premium.
3. Appointment of the auditor for the financial year 2022/2023 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 2022/2023 and to pay the audit company for the audit in accordance with the agreement to be entered into with KPMG Baltics OÜ.
4. Determining the number of new Supervisory Board members of AS PRFoods
The Supervisory Board of AS PRFoods proposes to elect new supervisory board with five members.
5. Election of the members of the Supervisory Board members of AS PRFoods
The Supervisory Board of AS PRFoods proposes the general meeting of shareholders the following:
5.1. To elect Aavo Kokk (identity code 36410042742) as a member of the supervisory board for a three-year term with the starting date of authorization 12.12.2022 and with the current monthly remuneration of 500 EUR gross.
5.2. To elect Harvey Sawikin (date of birth 16.02.1960) as a member of the supervisory board for a three-year term with the starting date of authorization 12.12.2022.
5.3. To elect Jaakko Karo (date of birth 24.01.1962) as a member of the supervisory board for a three-year term with the starting date of authorization 12.12.2022 and with the current monthly remuneration of 500 EUR gross
5.4. To elect Kuldar Leis (identity code 36805296534) as a member of the supervisory board for a three-year term with the starting date of authorization 12.12.2022 and with the current monthly remuneration of 750 EUR gross.
5.5. To elect Lauri Kustaa Äimä (Finnish identity code 061271-081F) as a member of the supervisory board for a three-year term with the starting date of authorization 12.12.2022 and with the current monthly remuneration of 1000 EUR gross. 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 11th of November 2022 and on business days from 10:00 AM to 16:00 PM at the location of the Company at Saare county, Saaremaa parish, Suure-Rootsi village, Kärsa. Inquiries regarding the agenda of the annual general meeting of shareholders can be sent to the e-mail address investor@prfoods.ee. 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 21st of November 2022, in writing to the following address: AS PRFoods, address Saare county, Saaremaa parish, Suure-Rootsi village, Kärsa, 94129. 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 2nd of December 2022, by submitting a proposal to the following address: AS PRFoods, address Saare county, Saaremaa parish, Suure-Rootsi village, Kärsa, 94129. Indrek Kasela
Member of the Management Board
AS PRFoods
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