Dear shareholder
The Management Board of
The list of shareholders entitled to vote for shareholders' resolutions will be fixed on 14.05.2021 at the end of the business day of the Nasdaq CSD settlement system.
As of the date of publication of this notice, the share capital of PRFoods is
Resolutions of the shareholders can be voted until 24.05.2021 12:00 (EET). If a shareholder abstains, he / she shall be deemed to have voted against.
A shareholder has two options for giving his/her vote:
- By e-mail before the expiry of the voting period, by sending a digitally signed or signed on paper and scanned voting ballot filled in by the voting shareholder or his / her authorized representative to investor@prfoods.ee.
- By submitting or sending a filled voting ballot signed by hand by the voting shareholder or his / her authorized representative to the office of PRFoods at Pärnu
mnt 141 , 11314 so that it arrives no later than 24.05.2021 at 12:00 (EET).
To enable the identification of a shareholder, the voting ballot sent by e-mail must be digitally signed. When sending a paper-signed and scanned voting ballot by e-mail or sending a paper-signed voting ballot by post, a copy of the personal data page (incl. document validity date) of the shareholder's or his / her representative's identity document (e.g. passport or ID card) must be sent with the voting ballot. The shareholder's representative must also forward a valid power of attorney in Estonian or English in a form that can be reproduced in writing. The shareholder may use a power of attorney form, which is available on PRFoods website https://www.prfoods.ee/investorile/aktsionaride-uldkoosolek/aktsionaride-uldkoosolek.
If the shareholder is a legal entity registered in a foreign country, please forward a copy of the extract from the relevant foreign commercial register, which shows the right of the representative to represent the shareholder (legal authorization). The statement must be in English or translated into Estonian or English by a sworn translator or an official equivalent to a sworn translator.
The proposals of the
- Amendment of the Articles of Association
Background:
Due to the need to raise additional capital to reinforce the capital structure of PRFoods and in compliance with the
In addition, it is proposed to waive from the requirement arising from the Articles of Association whereby the supervisory board of PRFoods is required to approve various resolutions of the subsidiaries.
Resolution proposal:
To make the following amendments to the Articles of
- To supplement the Articles of Association of AS PRFoods with clause 6.8 in the following wording:
“6.8. The Supervisory Board may, within three years as of coming into force of this version of the articles of association, increase the share capital of the Company in the amount required for conversion of the convertible notes issued according to the
- To delete clause 6.2.10.xii:
“Performance of any acts set out in this Article by a subsidiary of the Company;”
- Exclusion of the shareholder’s pre-emptive subscription right
Resolution proposal:
To exclude the pre-emptive right of the shareholders to subscribe for new shares issued by the Supervisory Board in compliance with clause 6.8 of the articles of association for conversion of the notes issued according to the
The new version of the articles of association, the explanation of the Management Board regarding the need to exclude the pre-emptive subscription right and the price of the shares to be issued for conversion of the notes and other materials related to the draft resolutions can be found and the voting ballot can be downloaded from the PRFoods web page https://www.prfoods.ee/investorile/aktsionaride-uldkoosolek/aktsionaride-uldkoosolek. On working days between 9.00 and 16.00 (EET), it is possible to get acquainted with these materials and draft resolutions at Pärnu
The resolutions adopted by the shareholders will be published as a stock Exchange announcement and on the website of PRFoods no later than
Indrek Kasela
Member of the Management Board
Phone: +372 452 1470
investor@prfoods.ee
www.prfoods.ee
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