Conclusion of share sale agreement of the share of Saare Kala Tootmine OÜ and the proposal to the shareholders of AS PRFoods to adopt shareholders’ resolutions without calling a meeting
The subsidiary of AS PRFoods (registry code 11560713) Saaremere Kala AS
(registry code 11310040, hereinafter "Seller") signed an agreement on
05.12.2025 for the sale of its 100% shareholding in Saare Kala Tootmine OÜ
(registry code 10377013, hereinafter "SKT") and transfer of claims arising from
shareholder loans and an inventory loan provided to SKT to the Latvian company
Br?vais Vilnis A/S (Latvian registry code: 40003056186, hereinafter "Buyer").
SKT engages in the production and sale of fish products. In order to complete
the transaction, AS PRFoods requires the approval of its shareholders, and for
this purpose, a vote on the shareholder resolutions of AS PRFoods will be held
without convening a meeting.
Purpose of the transaction
Sale of SKT's share will be carried out in accordance with the objectives and
principles set out in the debt restructuring documents approved by the
shareholders and noteholders of AS PRFoods in April this year, according to
which AS PRFoods will take all reasonable steps to prepare and conduct the sale
of its core assets (including the shareholding in SKT) before the end of the
agreed 3-year restructuring period, in order to distribute the proceeds from
their sale between the creditors specified in the restructuring documents and
the issuer in accordance with the proceeds sharing agreement concluded in
connection with the restructuring. In conducting the organised sale process of
the shareholding in SKT, AS PRFoods has used the assistance of Oaklins Estonia
OÜ, a financial advisor engaged by AS PRFoods in accordance with the
aforementioned restructuring documents.
Transactions between unrelated parties, interests of management and related
parties
The ultimate beneficiaries of the Buyer of the SKT's share Br?vais Vilnis A/S
are Latvian citizens who have no shareholding or other interests in AS PRFoods.
The proposed transaction is therefore not considered a related party transaction
under the rules of NASDAQ Tallinn Stock Exchange.
The members of the management board and supervisory board of AS PRFoods have no
personal interests in relation to the proposed transaction. Timo Pärn will
continue as a member of SKT's management board after the transaction.
Preconditions for transfer of share
The transfer of 100% shareholding in SKT constitutes a significant transfer of
shareholding by AS PRFoods's subsidiary (Saaremere Kala AS) and, as a result,
the sale of SKT's shareholding must be approved by the general meeting of
shareholders of AS PRFoods. Consequently, the management board of AS PRFoods
hereby proposes that the general meeting of shareholders adopt a resolution
without convening a meeting (see the relevant notice below) and provides
additional information about the transaction.
In addition to the approval of the general meeting of shareholders, the
completion of the proposed transaction (i.e., the transfer of SKT's shareholding
and the assignment of the related inventory loan claim and other shareholder
loan claims) is subject to certain preconditions, including the following:
1. Maaelu Edendamise Sihtasutus (registry code 90000245) has, in connection
with the sale of SKT's shareholding, made a decision to release AS PRFoods
from its obligations arising from the previous guarantee of a loan taken by
SKT;
2. the parties to the transaction (including financiers) have entered into a
deposit agreement with the notary, which stipulates the steps necessary for
closing of the transaction, procedure of transfer of the shareholding and
the actions required to release or transfer the collateral); and
3. the sale price of the transaction has been deposited with a notary in
accordance with the deposit service agreement concluded between the parties.
In the event of failure to fulfil the preconditions by 31.01.2026 at the latest,
the party that was not obligated to fulfil or ensure the fulfilment of the
relevant precondition shall have the right to withdraw from the share purchase
agreement at its sole discretion by submitting a written notice of withdrawal to
the other party.
Under the sales agreement, SKT's shareholding, together with the claims arising
from the shareholder loan agreements governing loans granted to SKT, shall be
deemed to have been transferred after the sales price of the transaction has
been received by the Seller. The claims arising from the inventory loan shall be
transferred to the Buyer after payment of the separate sales price specified in
the sales agreement to the Seller for their transfer. Alternatively, SKT may
repay the inventory loan, in which case this claim shall not be considered
transferred under the sales agreement.
Shareholder loans and inventory loan
In previous periods, SKT has received intra-group loans (hereinafter referred to
as "shareholder loans") totalling EUR 1,539,294.53, and the interest calculated
on the loans received is EUR 117,024.62 as of December 4, 2025.
In addition to the above, in October and November of this year, the Seller's
(Saaremere Kala AS) group granted SKT a special-purpose inventory loan in the
total amount of EUR 200,000 (and may grant an additional loan of up to EUR
100,000 after the signing of the transaction) to finance the inventory and other
working capital needs for the 2025 Christmas season (hereinafter referred to as
the "inventory loan").
Sales price and payment
A total of EUR 2,000,000 is payable for the transfer of 100% of SKT's share and
the assignment of shareholder loan claims, to be paid after fulfilment of the
conditions precedent to the completion of the transaction in accordance with the
notary deposit agreement.
The sales agreement provides for a separate sales price for the transfer of
inventory loan claim, which is equal to the principal amount of the inventory
loan and must be paid by the Buyer to the Seller no later than two months from
the date of completion of the transaction. Alternatively, SKT may repay the
inventory loan, in which case this claim shall not be considered transferred
under the sales agreement.
The initial difference between the acquisition price and the sales price of the
share of Saare Kala Tootmine OÜ is EUR 211,900.77, which is recognized as a one-
time extraordinary income of AS PRFoods in the financial year 2025/2026.
Impact of the transaction on AS PRFoods
The initial result of the transaction on the consolidated financial statements
of AS PRFoods for the 2025/2026 financial year is extraordinary income of EUR
211,900.77. The unconsolidated net result is an extraordinary loss of EUR
2,204,569.26. The total impact of the transaction will be disclosed in
AS PRFoods' interim report for the second half of the 2025/2026 financial year.
Financial results and audited financial statements table
According to the NASDAQ Tallinn Stock Exchange Rules ("Requirements for
Issuers"), an issuer must disclose the financial results of the last three years
of the undertaking whose shares the issuer acquires or disposes (sales, net
profit or loss, dividends per share, the regular and diluted net earnings per
share ratio) in the form of a comparative table, an overview of any significant
changes in the business since the end of the last financial year or confirmation
that there have been no significant changes in the business. The relevant
information is provided below.
SKT's audited unconsolidated financial results for the last three years (at the
time of publication of the notice, SKT has no subsidiaries):
+------------------------------------+---------+---------+---------------------+
|Thousands of euros |2022/2023|2023/2024|2024/2025 (unaudited)|
+------------------------------------+---------+---------+---------------------+
|Turnover |5,239 |4,444 |4,985 |
+------------------------------------+---------+---------+---------------------+
|Net profit / loss |-873 |-1,454 |-1,048 |
+------------------------------------+---------+---------+---------------------+
|Dividend per share |- |- |- |
+------------------------------------+---------+---------+---------------------+
|Custom net profit (loss) per share| | | |
|of AS PRFoods |-0.02 |-0.04 |-0.03 |
+------------------------------------+---------+---------+---------------------+
|Diluted net profit (loss) per share| | | |
|of AS PRFoods |-0.02 |-0.03 |-0.02 |
+------------------------------------+---------+---------+---------------------+
SKT's financial statements for the last two audited financial years are attached
to this notice as a separate document in the form of a comparative table.
There have been no significant changes in SKT's economic activities since the
end of the last financial year.
Overview of loans
In accordance with the NASDAQ Tallinn Stock Exchange Rules ("Requirements for
Issuers"), an issuer must publish an overview of loans taken by a company whose
shares the issuer acquires or disposes of, as of a date no earlier than 60 days
prior to the date of the notice published by the issuer.
As of the date of this notice, SKT has received intra-group shareholder loans in
the amount of EUR 1,539,294.53, and the unpaid interest calculated on the loans
received is, as of 4 December 2025, EUR 117,024.62. These loan claims will be
transferred to the Buyer together with the sale of SKT's share.
In addition to the above, the parent company Saaremere Kala AS's group has
granted SKT an inventory loan in the amount of EUR 200,000 (and may grant an
additional loan of up to EUR 100,000 after the signing of the transaction), the
resulting claims will also be transferred to the Buyer, and the Buyer undertakes
to pay a fixed sales price equal to the principal amount of the inventory loan
within two months of the date of completion of the transaction. Alternatively,
SKT may repay the inventory loan, in which case this claim shall not be
considered transferred under the sales agreement.
SKT has received a loan from Maaelu Edendamise Sihtasutus. As of the date of
this notice, the principal balance of the loan is EUR 400,108.29 and the accrued
interest is, as of 4 December 2025. EUR 197.50.
Shareholder structure
Saaremere Kala AS is 100% shareholder of SKT.
Significant court and arbitration proceedings
According to the NASDAQ Tallinn Stock Exchange rules ("Requirements for
Issuers"), an issuer must disclose information about any court or arbitration
proceedings related to a company whose shares the issuer is acquiring or
disposing of that could significantly affect the economic activities of that
company or confirm that there are no such proceedings.
SKT is not involved in any court or arbitration proceedings that could
significantly affect its business activities.
Contracts with AS PRFoods and other related entities
In accordance with the NASDAQ Tallinn Stock Exchange Rules ("Requirements for
Issuers"), an issuer must disclose information about existing agreements between
the issuer and the company whose shares the issuer is acquiring or disposing of.
Saaremere Kala AS provides certain head office services to SKT. In connection
with the proposed transaction, the provision of such services will be terminated
upon completion of the transaction. There are no valid agreements between AS
PRFoods and SKT. SKT is a party to a senior loan agreement concluded between AS
PRFoods and its subsidiaries and Amber Trust II S.C.A., SICAR (in liquidation)
as the lender. In connection with the proposed transaction, the parties agree
that SKT will cease to be a party to the senior loan agreement.
Management board members
Timo Pärn is the management board member of SKT. The company does not have a
supervisory board.
Proposal for adoption of resolutions of shareholders' general meeting of AS
PRFoods without convening a meeting
The Management board of AS PRFoods (registration code 11560713, address Pärnu
mnt 141, Tallinn 11314; ISIN EE3100101031; "PRFoods") proposes to the
shareholders to adopt the shareholders' resolutions without convening a meeting
pursuant to § 299(1) of the Commercial Code.
Please send any questions regarding the draft resolutions to the e-mail address
[email protected] (mailto:[email protected]) or to the address of PRFoods,
Pärnu mnt 141, 11314 Tallinn, Estonia, no later than 12.12.2025. The list of
shareholders with voting rights will be fixed as at the close of business on
08.12.2025 in the Nasdaq CSD settlement system. As of the date of publication of
this notice, the share capital of PRFoods amounts to EUR 7,736,572. PRFoods has
38,682.860 ordinary shares, each share entitling to 1 vote at the general
meeting. Voting is possible in the period from 06.12.2025 to 27.12.2025 at
11.59 p.m. If a shareholder abstains from voting, he/she will be deemed to have
voted against the resolution. The voting ballot is available on the website of
PRFoods www.prfoods.ee (http://www.prfoods.ee).
Shareholders have the following options to cast their votes:
i. By submitting the ballot, completed and digitally signed by the shareholder
entitled to vote or by his/her proxy, or by submitting a paper ballot,
signed and scanned, by e-mail to [email protected]
(mailto:[email protected]) no later than 27.12.2025 at 11.59 p.m.
ii. By submitting the paper ballot, completed and signed by the shareholder
entitled to vote or his/her authorised representative, or by sending it to
the office of PRFoods at Pärnu mnt 141, 11314 Tallinn, Estonia, in such a
way that it arrives no later than 27.12.2025 at 5.00 p.m.
The ballot submitted by e-mail must be digitally signed in order to enable the
identification of the shareholder. If the paper ballot is signed and scanned and
sent by e-mail or if the paper ballot is sent by post, a copy of the page of the
shareholder's or shareholder's representative's identity document (e.g. passport
or ID-card) containing the personal data (including the date of expiry of the
document) must be sent together with the paper ballot. The shareholder's proxy
must additionally submit a valid power of attorney in a form that can be
reproduced in writing in Estonian or English. The shareholder may use the proxy
form available on PRFoods website www.prfoods.ee (http://www.prfoods.ee). In the
case of a shareholder who is a legal entity registered in a foreign country,
please submit a copy of the extract from the relevant foreign commercial
register, which proves the representative's right to represent the shareholder
(statutory power of attorney). The extract must be in English or translated into
Estonian or English by a sworn translator or by an official deemed equal with a
sworn translator.
The proposals of the management board regarding the resolutions to be adopted,
approved by the supervisory board of PRFoods on 05.12.2025, are as follows:
1. Sale of 100% shareholding in Saare Kala Tootmine OÜ by Saaremere Kala AS
Draft resolution:
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
Br?vais 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.
1. 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
(https://view.news.eu.nasdaq.com/view?id=1398103&lang=en).
1. 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.
1. 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.
1. 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.
***
As of the publication of this notice, shareholders may access the materials of
the general meeting, draft resolutions, background information and other
documents of the general meeting on the website of PRFoods at www.prfoods.ee
(http://www.prfoods.ee) and on the website of the Estonian branch of NASDAQ CSD
SE at www.nasdaqbaltic.com (http://www.nasdaqbaltic.com).
Resolutions adopted by the shareholders will be disclosed in the form of a stock
exchange release and on the website of PRFoods in accordance with § 299(1) (6)
of the Commercial Code.
Timo Pärn / Kristjan Kotkas
Management board member of AS PRFoods