Notification of transaction with associated person

AS PRFoods (hereinafter “PRFoods”) hereby notifies investors of the following transaction with an associated person.

PRFoods' subsidiary Saaremere Kala AS, its subsidiary Saare Kala Tootmine OÜ and PRFoods' shareholder Amber Trust II S.C.A. (hereinafter the “Lender”) have on 13.11.2024 entered into a loan agreement, whereunder Amber Trust II S.C.A. grants Saaremere Kala AS a loan in the principal amount of up to EUR 550,000, with applicable interest rate of 8% per annum and with repayment schedule according to which 50% of the utilised loan amount shall be repaid by 28.02.2025 and the remaining 50% by 31.07.2025. As the loan in the amount of EUR 400,000 is intended for the purposes of financing the business of Saare Kala Tootmine OÜ, Saare Kala Tootmine OÜ shall, in the respective amount, be jointly and severally liable for the performance of the loan obligations with Saaremere Kala AS.

The purpose of the loan is to finance the business activities of PRFoods' group companies Saaremere Kala AS and Saare Kala Tootmine OÜ. The transaction is driven by the need to enhance the liquidity position of PRFoods' group and the fact that finding alternative financing sources has proven difficult. By strengthening the liquidity position of the group companies, the loan also supports PRFoods' plan for restructuring of its obligations. The loan to be received will increase the balance sheet total of Saaremere Kala AS (i.e., assets and liabilities will increase) by the amount of the loan and the accrued interest. The interest payable on the loan will affect the income statement.

For the purposes of securing the fulfilment of the obligations of Saaremere Kala AS arising under the loan agreement referred to above, the following security interests have been created in favour of the Lender:

1. security assignment of the deferred receivables (in the aggregate amount of EUR 405,000 payable in two tranches in the amount of EUR 155,000 and EUR 250,000 on 10.01.2025 and 10.01.2026 respectively) arising under the sales agreement dated 01.12.2023 (and the annex thereto dated 06.12.2023) between Saaremere Kala AS as seller and OÜ Saare Fishexport as purchaser in accordance with claims assignment agreement dated 13.11.2024 between Saaremere Kala AS as assignor and the Lender as assignee; and

2. pledge over shares held by PRFoods in AS TFTAK (registry code) in accordance with pledge agreement dated 13.11.2024 between PRFoods as pledgor and the Lender as pledgee.

The financing serves as bridge financing until the receivables of Saaremere Kala AS described under item 1 above fall due. For the purposes of fulfilment of the obligations arising from the loan described herein, Saaremere Kala AS intends to use the proceeds received under the aforementioned receivables, as well as other funds generated from its business activities.

As Amber Trust II S.C.A. holds a significant shareholding in AS PRFoods and the management board members of Amber Trust II S.C.A. Lauri Kustaa Äimä and Harvey Sawikin act as supervisory board members of PRFoods, the above transaction constitutes a transaction with associated persons.

The transaction does not qualify as significant transaction within the meaning of rules under “Requirements for Issuers” of Nasdaq Tallinn Stock Exchange.

Kristjan Kotkas
Management board member
[email protected]
www.prfoods.ee