Adoption of the decisions of AS PRFoods noteholders by written procedure

AS PRFoods (registry code 11560713, registered address at Pärnu mnt 141, 11314 Tallinn, Estonia; “PRFoods”) hereby proposes to persons holding the notes (the “Noteholders”) of the Issuer, due on 30 April 2025 and bearing ISIN code EE3300001577 (the “Notes”), issued under the Terms and Conditions of Secured Note Issue of AS PRFoods dated 14 January 2020 (as most recently amended on 17 January 2025) (the “Terms”), to adopt the decisions of the Noteholders, without convening a meeting, by way of written procedure (the “Written Procedure”) pursuant to section 12.3 of the Terms.

The list of Noteholders with voting rights will be fixed as at the close of settlement day on 08.04.2025 in the Nasdaq CSD settlement system. Voting is possible during the period from 03.04.2025 until the end of the day on 17.04.2025 (i.e. until 11.59 p.m.). The voting ballot is annexed to this notice as Annex 1.

Noteholders have the following options to cast their votes:

1. by submitting the voting ballot, completed and digitally signed by the Noteholder entitled to vote or by his/her authorised representative, or by submitting a paper ballot, signed by the Noteholder entitled to vote or by his/her authorised representative and scanned, by e-mail to [e-mail] no later than 17.04.2025 at 11.59 p.m.
2. by submitting or by sending the original paper ballot, completed and signed by hand by the Noteholder entitled to vote or his/her authorised representative, to the office of AS PRFoods at Pärnu mnt 141, 11314 Tallinn, Estonia, in such a way that it arrives no later than 17.04.2025 at 5.00 p.m.

Background

PRFoods has, in the earlier market announcements notified the Noteholders and other investors, of the necessity to restructure its debt obligations (including the Notes and the subordinated convertible notes issued by PRFoods in 2021) in order to support the sustainability of the business operations of PRFoods and its subsidiaries and to protect the interests of investors of PRFoods and the employees of the whole group.

PRFoods has now, in coordination with its relevant major creditors, developed a plan for the voluntary out-of-court restructuring of the existing financial obligations of PRFoods and its subsidiary Saaremere Kala AS arising from the Notes and convertible notes issued by PRFoods and from the unsecured and secured loans provided by its shareholder, Amber Trust II S.C.A., SICAR.  A document setting out the high-level description of main principles and rationale of the proposed restructuring is attached as Annex 2.