Decisions of the written procedure of noteholders of AS PRFoods

By a stock exchange announcement published on 06.03.2025, AS PRFoods (registry code 11560713, registered address at Pärnu mnt 141, 11314 Tallinn, Estonia; “PRFoods”) proposed to the persons holding the notes (the “Noteholders”) of PRFoods, due on 31 March 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 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 written procedure took place during the period from 06.03.2025 until the end of the day on 21.03.2025 (i.e. until 11.59 p.m.). The decisions proposed in the stock exchange announcement were voted by 39 Noteholders who hold in aggregate Notes with the Nominal Value of EUR 6,797,400.00, i.e. approximately 71.4% of the aggregate Nominal Value of all Notes which carry voting rights.

The Noteholders adopted the following decision by Written Procedure:

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 31 March 2025, and to set the new Maturity Date of the Notes for 30 April 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 31 March 2025, and to set the new Interest Payment Date for 30 April 2025, and it was agreed that the non-redemption of the Notes on the Maturity Date (31 March 2025) and non-payment by PRFoods of the Interest on the Interest Payment Date (31 March 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 (30 April 2025) and the new Interest Payment Date (30 April 2025).

Noteholders who hold in aggregate Notes with the Nominal Value of EUR 6,559,800.00 i.e. approximately 68.9% of the aggregate Nominal Value of all Notes carrying voting rights, voted in favour of the said decision. Votes against were submitted by Noteholders who hold in aggregate Notes with the Nominal Value of EUR 237,600.00, i.e. approximately 2,5% of the aggregate Nominal Value of all Notes carrying voting rights.

In accordance with the Terms, the decision described above was therefore duly adopted and is binding on all Noteholders.

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