Resolutions of Annual General Meeting of AS Premia Foods


The agenda of annual General Meeting of AS Premia Foods (hereinafter the Company) to be held on 31 May 2011:
  1. Approving the annual report for 2010; 
  2. Deciding on distribution of profits;
  3. Appointing the auditor for financial year of 2011 and determining the procedure for remuneration of auditor;
  4. Remunerating the members of Supervisory Board;
  5. Approving the stock options granted to the members of Supervisory Board.

Agenda item No1 : Approving the annual report for 2010

The Supervisory Board proposed to the annual General Meeting to approve the annual report of the Company for 2010 in the form submitted to the annual General Meeting.

It was resolved: to approve the annual report of the Company for 2010 in the form submitted to the annual General Meeting.

Agenda item No 2: Deciding on distribution of profits

The retained profits of the group of the Company as at 31 December 2010 are 1,831,000 Euros (28,645,000 kroons).

The Supervisory Board of the Company proposes the annual General Meeting to pay dividends on the account of retained profits in the amount of 387,000 Euros (6,050,000 kroons), i.e. 0.01 Euros per share.

The list of shareholders entitled to receive dividends will be determined as of 15 June 2011 at 23.59 and the date of payment of dividends will be on 20 June 2011.

It was resolved: to pay dividends on the account of retained profits in the amount of 387,000 Euros (6,050,000 kroons), i.e. 0.01 Euros per share. The list of shareholders entitled to receive dividends will be determined as of 15 June 2011 at 23.59 and the date of payment of dividends will be on 20 June 2011.

Agenda item No 3: Appointing the auditor for financial year of 2011 and determining the procedure for remuneration of auditor

The Supervisory Board proposed to the annual General Meeting to appoint Aktsiaselts PricewaterhouseCoopers as the auditor of the Company for financial year 2011 and to determine the procedure for remuneration of auditor pursuant to the agreement to be concluded with the auditor.

It was resolved: to appoint Aktsiaselts PricewaterhouseCoopers as the auditor of the Company for financial year 2011 and to determine the procedure for remuneration of auditor pursuant to the agreement to be concluded with the auditor.

Agenda item No 4: Remunerating the members of Supervisory Board
The Supervisory Board proposed to the annual General Meeting to remunerate the following members of the Supervisory Board - Indrek Kasela, Jaakko Karo, Aavo Kokk, Lauri Kustaa Äimä and Harvey Sawikin – in the gross amount of 500 euro per calendar month.

It was resolved: to remunerate the following members of the Supervisory board - Indrek Kasela, Jaakko Karo, Aavo Kokk, Lauri Kustaa Äimä and Harvey Sawikin – in the gross amount of 500 euro per calendar month.

Agenda item No 5: Approving the stock options granted to the members of Supervisory Board

On 20 December 2010, the Supervisory Board of the Company approved the terms and conditions of the management and key employee stock option plan as described in the offering and listing prospectus of the Company, dated 21 April 2010. According to the Rules of the NASDAQ OMX Tallinn Stock Exchange, stock options granted to the members of Supervisory Board need to be approved by the General Meeting of shareholders.

The Supervisory Board of the Company made the annual General Meeting proposal to approve stock options to be granted to the member of the Supervisory Board Mr. Erik Haavamäe on the following terms and conditions:

  1. Mr. Erik Haavamäe shall be granted 96,000 stock options entitling Mr. Erik Haavamäe to acquire altogether up to 96,000 shares of the Company. The number of option rights granted to Mr. Erik Haavamäe have been determined dependent on achievement of targets set for the Company and input of Mr. Erik Haavamäe into activities of the Company;
  2. Mr. Erik Haavamäe shall be entitled to subscribe for altogether up to 96,000 shares of the Company during 3-year period starting from 10 January 2012 and ending on 17 January 2014;
  3. The shares of the Company may be acquired with the price of EUR 0.93 per one share;
  4. The shares of the Company acquired in the course of the option plan grant the right to dividends on the same financial year as they were acquired provided that the list of persons entitled to dividends has not been fixed before the acquisition of shares.
The Supervisory Board of the Company proposed the annual General Meeting to approve the stock option agreement concluded with Mr. Erik Haavamäe by the Management Board of the Company on the above-described terms and conditions.

It was resolved: to approve stock options to be granted to the member of the Supervisory Board Mr. Erik Haavamäe on the following terms and conditions:
  1. Mr. Erik Haavamäe shall be granted 96,000 stock options entitling Mr. Erik Haavamäe to acquire altogether up to 96,000 shares of the Company. The number of option rights granted to Mr. Erik Haavamäe have been determined dependent on achievement of targets set for the Company and input of Mr. Erik Haavamäe into activities of the Company;
  2. Mr. Erik Haavamäe shall be entitled to subscribe for altogether up to 96,000 shares of the Company during 3-year period starting from 10 January 2012 and ending on 17 January 2014;
  3. The shares of the Company may be acquired with the price of EUR 0.93 per one share;
  4. The shares of the Company acquired in the course of the option plan grant the right to dividends on the same financial year as they were acquired provided that the list of persons entitled to dividends has not been fixed before the acquisition of shares.
It was resolved to approve the stock option agreement concluded with Mr. Erik Haavamäe by the Management Board of the Company on the above-described terms and conditions.

The resolutions were passed at the meeting in accordance with the procedure of passing the resolutions prescribed by law and the Articles of Association of the Company.