Decisions of the meeting of noteholders of AS PRFoods

By a stock exchange announcement published on 02.01.2025, AS PRFoods (registry code 11560713, registered address at Pärnu mnt 141, 11314 Tallinn, Estonia; “PRFoods”) convened a meeting (the “Meeting”) of persons holding the notes (the “Noteholders”) of PRFoods, due on 22 January 2025 and bearing ISIN code EE3300001577 (the “Notes”), issued under the Terms and Conditions of Secured Note Issue of PRFoods dated 14 January 2020, as most recently amended on 20 September 2022 (the “Terms”).

The Meeting took place on 17.01.2025. The items on the agenda of the Meeting were voted by Noteholders who hold in aggregate Notes with the Nominal Value of EUR 6,895,600 i.e. approximately 72% of the aggregate Nominal Value of all Notes which carry voting rights.

At the Meeting, the Noteholders adopted the following decisions:

First, to consent to the postponement of the Maturity Date of the Notes (as defined in the Terms and the Final Terms), currently scheduled to be 22 January 2025, and to set the new Maturity Date of the Notes for 31 March 2025, to consent to the extension of the current interest period and accordingly to the postponement of the next Interest Payment Date (as defined in the Terms and the Final Terms), currently scheduled to be 22 January 2025, and to set the new Interest Payment Date for 31 March 2025, and it was agreed that the non-redemption of the Notes on the original Maturity Date (22 January 2025) and non-payment by PRFoods of the Interest on the initial Interest Payment Date (22 January 2025) shall not constitute a breach of the Terms or the Final Terms by PRFoods or the occurrence of an Extraordinary Early Redemption Event (as defined in the Terms), and to authorise PRFoods to amend, enter into, confirm and submit all necessary documentation and instruments, including the Final Terms of the Notes, that are necessary to reflect the amended Maturity Date (31 March 2025) and the new Interest Payment Date (31 March 2025).

Noteholders who hold in aggregate Notes with the Nominal Value of EUR 6,895,600 i.e. approximately 72% of the aggregate Nominal Value of all Notes carrying voting rights, voted in favour of the said decision.

Secondly, it was decided to amend the Terms, by supplementing the Terms with regulation for written voting procedure and to amend the relevant clauses of the Terms in connection with the inclusion of the written voting procedure and, resulting therefrom, a new version of the Terms in the redaction including the relevant amendments annexed to this announcement was approved.

Noteholders who hold in aggregate Notes with the Nominal Value of EUR 6,845,100 i.e. approximately 71.9% of the aggregate Nominal Value of all Notes carrying voting rights, voted in favour of the said decision. One Noteholder with Notes the aggregate Nominal Value of which represented approximately 0.5% of the aggregate Nominal Value of all Notes carrying voting rights voted against the said decision.

In accordance with the Terms, the decisions described above are binding on all Noteholders.

ANNEXES
Annex – Note Terms and Conditions (Amended)

Additional information:
Timo Pärn / Kristjan Kotkas
AS PRFoods
Member of the management board
investor@prfoods.ee