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Premia Foods



Company : Premia Foods Compartment : Other
ISIN : EE3100101031 Wire : Thomson Reuters ONE
Document type : Annual General Meeting / Preparatory Documents    
Publication date : 11/27/2019 8:00:00 AM    

PRF: Notice of Convening Annual General Meeting of Shareholders of as PRFoods

PRF: Notice of Convening Annual General Meeting of Shareholders of as PRFoods

AS PRFoods (registry code 11560713, of Pärnu mnt 141, 11314 Tallinn, Estonia), hereby announces the annual general meeting of shareholders. This meeting will be held on the 19th of December, 2019 at 10:00 AM in the conference room “Sigma” at the „Radisson Blu Hotel Olümpia“ (address: Liivalaia 33, Tallinn).

The initiator to convene the annual general meeting is the supervisory board of AS PRFoods and the reason for convening the meeting is to confirm the annual report for 2018/2019, proposal for covering loss, to appoint an auditor and to determine the fee of an auditor for 2019/2020 financial year.

The list of shareholders entitled to vote at the annual general meeting will be determined seven days before the meeting, i.e. 12th December 2019 as at the end of working day of the settlement system of the registrar of the Estonian register of Securities.

At the moment of issuing this notice, the share capital of AS PRFoods is 7 736 572 euros. AS PRFoods has 38 682 860 ordinary shares, each share shall grant a vote at the annual general meeting.

Registration to attend the annual general meeting will start at the location of the meeting on the day of the meeting, i.e. on the 19th of December 2019 at 9:30 AM and will finish at 9:55 AM.

In order to register, shareholders are asked to bring the following documents:

  • Shareholders who are private individuals must bring a passport or government-issued identity card. A representative of a shareholder must also submit a written power of attorney.
  • Representatives of shareholders that are legal entities must bring an extract from the respective register where the legal entity is registered which confirms the authority of the legal entity’s representative to represent the legal entity (representation by virtue of law); and representative’s passport or government-issued identity card. If the legal entity is represented by a person who is not the legal representative of the legal entity, a written power of attorney is also required. The documents of a shareholder located abroad shall be legalized or certified with an apostille, unless a relevant international agreement stipulates otherwise. AS PRFoods may register a shareholder located abroad as a participant in the annual general meeting also in case the notarized power of attorney issued to the representative contains all required data about the legal entity and its’ representative and such power of attorney is valid in Estonia.

Prior to the annual general meeting, a shareholder may notify AS PRFoods of the appointment of a representative or revoke authorisation of a given representative by sending a digitally signed notice to AS PRFoods by e-mail to investor@prfoods.ee or by delivering the respective document(s) personally on business days from 10:00 AM to 16:00 PM at the location of the Company at Pärnu mnt 141, 11314 Tallinn, Estonia by 18th of December, 2019. Shareholder may use the form of power of attorney and the form for revoking authorisation that are available at website of AS PRFoods www.prfoods.ee.

According to the decision of the supervisory board of AS PRFoods, the agenda of the annual general meeting along with the proposal of the supervisory board is as follows:

1. Confirmation of the annual report of AS PRFoods for 2018/2019

The supervisory board of AS PRFoods proposes to confirm the annual report of AS PRFoods for 2018/2019 and to acknowledge the overview given by the management board on financial results.

2. Proposal for covering loss

The proposal of supervisory board of AS PRFoods:

  1. To confirm the loss of the financial year of 2018/2019 in amount of 1 472 thousand euros and the retained earnings of 66 thousand euros as of 30.06.2019;
  2. To cover the loss for the financial year of 2018/2019 from the retained earnings of previous periods.

3. Appointing an auditor for the financial year 2019/2020 and determination of the fee of an auditor.

The supervisory board of AS PRFoods proposes to confirm the auditing company KPMG Baltics OÜ (registry code 10096082) as the auditor of AS PRFoods for the financial year 2019/2020 and to pay to the auditing company according to the contract to be concluded with KPMG Baltics OÜ. 

All documents relating to annual general meeting of shareholders, draft resolutions and other documents of the general meeting are made available at the website of AS PRFoods www.prfoods.ee from the 27th of November 2019 and on business days from 10:00 AM to 16:00 PM at the location of the Company at Pärnu mnt 141, 11314 Tallinn (Delta Plaza, 14th floor). Inquiries regarding the agenda of the annual general meeting of shareholders can be sent to the e-mail addressinvestor@prfoods.ee

A shareholder has the right to receive information about the activities of AS PRFoods from the management board at the general meeting. However, the management board may refuse to disclose the information if there are sufficient grounds to presume that the disclosure may adversely affect the interests of the company. If the management board refuses to disclose the information, the shareholder may compel the general meeting to decide on the lawfulness of the shareholder's request or file within two weeks a petition to a court in order to oblige the management board to disclose the information.

Shareholders whose shares represent at least 1/20 of the share capital of AS PRFoods may request that additional items be added to the agenda of the annual general meeting if the request is submitted at least 15 days prior to the General Meeting, i.e. by the 3rd of December 2019, in writing to the following address: AS PRFoods, Pärnu mnt 141, 11314 Tallinn, Estonia. Simultaneously with the demand on the modification of the agenda it is necessary to submit a draft of the resolution or substantiation regarding each additional issue. Shareholders whose shares represent at least 1/20 of the share capital of AS PRFoods may propose draft resolutions with respect to each item on the agenda at least 3 days prior to the annual general meeting, i.e. by the 16th of December 2019, by submitting a proposal to the following address: AS PRFoods, Pärnu mnt 141, 11314 Tallinn, Estonia. 

The general meeting of the shareholders of AS PRFoods will be broadcasted and additional questions will be answered during the broadcast via web solution

The live broadcast will be hosted by the Member of the Board Indrek Kasela, who will share information in regards to agenda of the general meeting and transaction. Shareholders may send their questions before the broadcast until 11th December by 23:59 by email hannele@voting.ee or ask questions during the broadcast via web solution.

To join the broadcast, please register by 11th December 2019 by 23:59 via email hannele@voting.ee. The list of shareholders entitled to monitor the meeting via live broadcast and ask questions will be fixed on the date of fixing the list of shareholders entitled to vote. After registration the shareholder will be provided with instructions how to join the broadcast and ask questions during the meeting. Exercising shareholder´s rights (i.e. voting) is not possible via live broadcast.

The broadcast of the shareholders meeting will be recorded and will be available online for everyone at the company’s website on www.prfoods.ee.

 

Indrek Kasela

Member of the Management Board

AS PRFoods

 

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