Completion of the Sale of the Share of Saare Kala Tootmine OÜ
AS PRFoods (registry code 11560713) hereby notifies that its subsidiary Saaremere Kala AS (registry code 11310040, hereinafter "Seller") has completed previously announced transaction (as disclosed in a stock exchange announcement published by AS PRFoods on 23 April 2026 (https://view.news.eu.nasdaq.com/view?id=1436682&lang=en), whereby 100% shareholding in Saare Kala Tootmine OÜ (registry code 10377013, hereinafter "SKT") was sold and claims arising from shareholder loans and an inventory loan provided to SKT were transferred to the Latvian company Brīvais Vilnis A/S (Latvian registry code: 40003056186, hereinafter "Buyer"). The general meeting of shareholders of AS PRFoods approved the transaction by their relevant resolution published on 18 May 2026 (https://view.news.eu.nasdaq.com/view?id=1442522&lang=en). In accordance with the terms of the transaction, the vendor note agreement concluded between the Seller and the Buyer and setting out the terms of the payment by the Buyer to the Seller of the amount equal to the outstanding purchase price for the share of SKT and of the transfer price for the inventory loans has entered into force upon completion of the transaction.
Pursuant to the terms of the transaction, the Seller has received from the Buyer upon signing and closing of the transaction a part of the purchase price in the total amount of EUR 200,000. The Buyer is obliged to pay remaining instalments pursuant to the terms and by the deadlines provided in the vendor note agreement.
AS PRFoods is under obligation to distribute each payment received from the Buyer in connection with the sale of shareholding in SKT in accordance with the principles stipulated in the proceeds sharing agreement concluded in connection with restructuring of AS PRFoods debt obligations approved by the shareholders and noteholders of AS PRFoods in April 2025 (the text of the relevant agreement was attached to the stock exchange announcement dated 21 April 2025 (https://view.news.eu.nasdaq.com/view?id=1356823&lang=en). Consequently, in compliance with the requirements of the above-referenced proceeds sharing agreement, the relevant first instalment of the purchase price received by the Seller shall be used, first, to cover the costs, fees, and payment obligations related to the arranging and conducting the transaction, including towards the payment of any external advisor costs and fees and the management incentive amounts, if applicable, and second, the remaining amount shall be used to partly repay the senior loan received from Amber Trust II S.C.A., SICAR-i (in liquidation). However, to support the current working capital needs of the group AS PRFoods intends to draw down additional loan under the relevant senior loan agreement in the repaid amount.
AS PRFoods further notifies that, in connection with completion of the above-referred transaction, Timo Pärn, who shall continue as the member of the Management Board of the SKT, has been recalled from the Management Board of AS PRFoods and its subsidiary Saaremere Kala AS by the relevant decisions of the Supervisory Boards of the respective companies. Kristjan Kotkas shall continue as the sole member of the Management Board of PRFoods and has been elected as the new member of the Management Board of Saaremere Kala AS. In connection therewith he has been recalled from his position as a Supervisory Board member of Saaremere Kala AS.
Kristjan Kotkas
Management board member of AS PRFoods
