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

Core Points - AS PRFoods' subsidiary Saaremere Kala AS has signed an agreement to sell its 100% shareholding in Saare Kala Tootmine OÜ to Latvian company Brīvais Vilnis A/S, requiring shareholder approval for completion [1][5][31] - The transaction aligns with AS PRFoods' debt restructuring objectives, aiming to sell core assets within a three-year period to distribute proceeds among creditors [2] - The sale price for the shareholding is set at EUR 2,000,000, with additional claims from shareholder loans and an inventory loan also being transferred [11][20] Transaction Details - The sale is part of a broader strategy to manage debt and is facilitated by financial advisor Oaklins Estonia OÜ [2] - The transaction is not classified as a related party transaction, as the ultimate beneficiaries of the buyer have no interests in AS PRFoods [3] - The management board of AS PRFoods has no personal interests in the transaction, and Timo Pärn will remain on SKT's management board post-sale [4] Financial Implications - The transaction is expected to generate extraordinary income of EUR 211,900.77 for AS PRFoods in the financial year 2025/2026, despite an unconsolidated net loss of EUR 2,204,569.26 [13][14] - SKT has received intra-group loans totaling EUR 1,539,294.53, with accrued interest of EUR 117,024.62 as of December 4, 2025 [9][19] - An inventory loan of EUR 200,000 has also been granted to SKT, with potential for an additional EUR 100,000 [10][20] Preconditions and Approvals - The transaction requires approval from AS PRFoods' general meeting of shareholders, with voting to occur without a physical meeting [5][28] - Preconditions for the transfer include the fulfillment of certain conditions by January 31, 2026, or the right to withdraw from the agreement [6] - The sales agreement includes stipulations for the transfer of claims related to shareholder loans and inventory loans upon receipt of the sales price [7][12] Shareholder Information - The management board proposes several resolutions for shareholder approval, including the sale of SKT's shareholding and the approval of the annual report for the financial year [31][32] - The net profit for the period from July 1, 2024, to June 30, 2025, is reported at EUR 7,338,801.33, with plans for profit allocation [33] - Shareholders can cast their votes digitally or via paper ballots, with specific instructions provided for the voting process [29][30]