AS Prfoods Resolutions Of The Shareholders

2025-12-29 02:01:16

(MENAFN- GlobeNewsWire - Nasdaq) AS PRFoods resolutions of the Shareholders adopted by the General Meeting of Shareholders of AS PRFoods on 27.12.2025 without calling a meeting
The general meeting of shareholders (the Meeting) of AS PRFoods (the Company) was held without convening a meeting in accordance with § 299¹ of the Commercial Code. The voting took place via submitting the voting ballots during the period from 06.12.2025 to 27.12.2025. According to the Commercial Code, in the event of non-voting, the shareholder is deemed to have voted against the resolution.
Following the submission of the voting ballots, the Meeting adopted the following resolutions:

Sale of 100% shareholding in Saare Kala Tootmine OÜ by Saaremere Kala AS

To approve the transfer of the 100% shareholding in Saare Kala Tootmine OÜ, registry code 10377013, and transfer of the claims arising from shareholder loans and an inventory loan by AS PRFoods' subsidiary Saaremere Kala AS to Brīvais Vilnis A/S, Latvian registry code 40003056186. In connection with the transfer of Saare Kala Tootmine OÜ's shareholding, approve the amendment of the senior loan agreement concluded by AS PRFoods and its subsidiaries with Amber Trust II S.C.A., SICAR (in liquidation) as the lender on 02.04.2025 so that Saare Kala Tootmine OÜ ceases to be a party to the relevant senior loan agreement.
Voting results:

Votes	Number of Votes	Proportion to total votes (%)
In favour	24 390 085	64.72%
Against	0	0%
Did not vote (deemed voted against)	13 292 775	35.28%
Impartial	0	0%
Total	37 682 860	100%

Approval of the annual report for the financial year 01.07.2024 – 30.06.2025

Draft resolution:

Confirm the annual report of AS PRFoods for the financial year 01.07.2024 – 30.06.2025 which was published in a stock exchange notice dated 31.10.2025 ( ).

Voting results:

Votes	Number of Votes	Proportion to total votes (%)
In favour	24 390 085	64.72%
Against	0	0%
Did not vote (deemed voted against)	13 292 775	35.28%
Impartial	0	0%
Total	37 682 860	100%

Distribution of profit

Draft resolution:

The net profit for the period 01.07.2024 – 30.06.2025 amounted to EUR 7,338,801.33. Allocate 1/20 of the net profit for increasing the mandatory reserve capital, i.e., EUR 366,940.07. Transfer the remaining part of the net profit for the period, i.e., EUR 6,971,861.26, to cover losses from previous periods.

Voting results:

Votes	Number of Votes	Proportion to total votes (%)
In favour	24 390 085	64.72%
Against	0	0%
Did not vote (deemed voted against)	13 292 775	35.28%
Impartial	0	0%
Total	37 682 860	100%

Appointment of the auditor for the 2025/2026 financial year and determination of the auditor's remuneration

Draft resolution:

To appoint audit firm KPMG Baltics OÜ (registry code 10096082) as the auditor of AS PRFoods for the 2025/2026 financial year and to remunerate the audit firm for the audit in accordance with the agreement to be entered into with KPMG Baltics OÜ.

Voting results:

Votes	Number of Votes	Proportion to total votes (%)
In favour	24 390 085	64.72%
Against	0	0%
Did not vote (deemed voted against)	13 292 775	35.28%
Impartial	0	0%
Total	37 682 860	100%

Extension of the terms of office of the Supervisory Board members

Draft resolution:

To confirm the continuation of the mandates of Lauri Kustaa Äimä, Harvey Sawikin, and Jaakko Karo from December 12, 2025, until the date of this decision, and to extend their mandates for an additional three-year term from the date of adoption of this decision.

Voting results:

Votes	Number of Votes	Proportion to total votes (%)
In favour	24 390 085	64.72%
Against	0	0%
Did not vote (deemed voted against)	13 292 775	35.28%
Impartial	0	0%
Total	37 682 860	100%

The resolutions were adopted in accordance with the stipulations of the law and Company's articles of association.
Kristjan Kotkas
AS PRFoods
Management board member
T: +372 452 1470
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