Published: 2015-05-28 16:02:15 CEST
PRFoods
Minutes of annual general meeting

Resolutions of the annual general meeting of shareholders of AS PRFoods

The annual general meeting of shareholders (the Meeting) of AS PRFoods (the Company) was held on 28th May 2015 in in the conference room „Gamma“ at Radisson Blu Hotel Olümpia, located at Liivalaia 33, Tallinn, Estonia. The notice for calling the general meeting was published via the information system of NASDAQ OMX Tallinn and on the webpage of the Company on 5th May 2015. The notice for calling the general meeting was also published in Eesti Päevaleht on 6th May 2015.

The Meeting started at 10:00 AM and ended at 10:45 AM. 31 shareholders attended the Meeting representing 82,45% 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. Approval of the annual report of FY2014

The shareholders decided to approve the annual report of the Company for FY2014 as presented to the Meeting.

 Voting results:

Votes No of Votes Proportion to total votes (%)
In favour 31 701 234 100%
Against 0 0%
Impartial 0 0%
Did not vote 0 0%
Total 31 701 234 100%
  1. Covering of losses

The Company’s loss for FY2014 was EUR 2,814,000.

The Company’s retained losses as at 31th December 2014 were EUR 2,026,000.

The Shareholders of the Company decided to cover the losses on the account of future profits.

Voting results:

Votes No of Votes Proportion to total votes (%)
In favour 31 701 234 100%
Against 0 0%
Impartial 0 0%
Did not vote 0 0%
Total 31 701 234 100%
  1. Appointment of auditor for FY2015 and determining auditor’s remuneration

The shareholders decided to appoint AS PricewaterhouseCoopers (registry code 10142876) as the Company’s auditor for FY2015 and to determine the remuneration of the auditor pursuant to the agreement to be concluded with the auditor.

Voting results:

Votes No of Votes Proportion to total votes (%)
In favour 31 694 644 99.98%
Against 4 500 0.01%
Impartial 2 090 0.01%
Did not vote 0 0%
Total 31 701 234 100%
  1. Amending the Company’s articles of association

The shareholders decided to amend the Company’s articles of association and approve the new version of articles of association that was submitted for the review of shareholders before the Meeting.

Voting results:

Votes No of Votes Proportion to total votes (%)
In favour 31 508 574 99.39%
Against 0 0%
Impartial 192 660 0.61%
Did not vote 0 0%
Total 31 701 234 100%
  1. Reduction of the Company’s share capital

The shareholders decided to:

  • The share capital shall be reduced by reducing the nominal value of Company’s share by EUR 0.30 (30 euro cents) as a result of which the new nominal value of the share shall be EUR 0.20 (20 euro cents);
  • In total the share capital shall be reduced by EUR 11,604,858 and the new share capital of the Company shall be EUR 7,736,572;
  • The reason for the reduction of Company’s share capital is the adjustment of company’s capital structure. The reduction of Company’s share capital enables to balance the company’s debt-to-equity ratio and bring the company’s return on equity and other financial ratios to level that is more adequate. The reduction of the share capital will take place based on the receivables for sale of ice cream and frozen products unit. 
  • The list of shareholders participating at the reduction of share capital shall be closed at 23:59 on 28.08.2015. The share capital shall be reduced by making disbursements to the shareholders in the amount of EUR 0.30 (30 euro cents) per share.
  • The disbursements will be made to the shareholders not earlier than 15.12.2015 until 31.12.2015.

Voting results:

Votes No of Votes Proportion to total votes (%)
In favour 31 508 874 99.39%
Against 192 360 0.61%
Impartial 0 0%
Did not vote 0 0%
Total 31 701 234 100%

 

         Indrek Kasela
         AS PRFoods
         Member of the Management Board
         T: +372 6033 800
         indrek.kasela@prfoods.ee
         www.prfoods.ee