Ros Agro S Regulatory News (AGRO)

23 November 2015

ROS AGRO financial results for 9M 2015 and Q3 2015

23 November 2015 - Today ROS AGRO PLC (the "Company"), the holding companyof Rusagro Group (the "Group"), a leading Russian diversified food producer with vertically integrated operations, has announced the financial results for the nine months ended30 September 2015.

9M 2015 Highlights

- Sales amounted to RR 50,358 million (US$ 845 million (*)), an increase of RR 8,972 million compared to 9M 2014;

- Adjusted EBITDA (**) amounted to RR 17,112 million (US$ 287 million), an increaseof RR 5,867 million compared to 9M 2014;

- Adjusted EBITDA margin increased from 27% to 34%;

- Net profit for the period amounted to RR 18,088 million (US$ 303 million);

- Net debt position (***) as of 30 September 2015 was RR 866 million (US$ 13 million);

- Net Debt/ Adjusted EBITDA (LTM) (****) as of 30 September 2015 was 0.04x.

Commenting on the results, Maxim Basov, a member of the Board of Directors of ROS AGRO PLC and CEO of the Group, said:

"Ros Agro is showing the best 9M financials in its history. Sugar business became the biggest contributor to Ros Agro EBITDA in Q3 and 9M for the first time in three years. Environmentfor sugar industry improved globally and in Russia. Ros Agro plans to increase investmentsin this segment. The meat market in the European part of Russia has reached maturity and the growth of the company in this segment and region will be focusing on operational improvement and processing depth increase."

Key consolidated financial performance indicators

*See appendix 1 for the disclosure of reclassification adjustments made to the 9M 2014 and Q3 2014 figures

Key financial performance indicators by segments

Sugar Segment

The financial results of the sugar segment for 9M 2015 and Q3 2015 compared to 9M 2014and Q3 2014 respectively are presented in the table below:

Sales in the sugar segment in 9M 2015 increased compared to 9M 2014 as a resultof a significant increase in sale prices that was partly offset by a decrease in sales volume. Sales in Q3 2015 as compared to Q3 2014 increased as a result of an increase both in sales pricesand sales volume.

Sugar sales and production volumes and the average sales prices per kilogram (excl. VAT) were as follows:

Other operating income, net in 9M 2015 and Q3 2015 include operating foreign exchange losses in the amount of RR 211 million and RR 317 million, respectively. Other operating income, net in 9M 2015 also include RR 229 million of gain from writing down of loan receivedfrom the holding company (eliminated in consolidation adjustments on the Group level).

A significant increase in the sale prices in 9M 2015 compared to 9M 2014, partially offsetby an increase in sugar beet and raw cane sugar prices, was the main driver of an increasein profitability of the segment.

Meat Segment

The financial results of the meat segment for 9M 2015 and Q3 2015 compared to 9M 2014and Q3 2014 respectively are presented in the table below:

An increase in Sales in 9M 2015 as compared to 9M 2014 was driven mainly by an increasein pork sales prices. The dynamics of sales in Q3 2015 compared to Q3 2014 are negativedue to a decrease in sales volume of pork that was partly compensated by an increase in pork sales prices.

Pork sales volumes and the average pork sales prices per kilogram (excl. VAT) were as follows:

Significant growth in pork prices during 9M 2014 compared to relatively stable prices during 9M 2015 lead to a decrease in Gain on revaluation of biological assets in 9M and Q3 2015 versus 9M and Q3 2014.

An increase in General and administrative expenses relates to a completion of constructionand launch of slaughter house in the Tambov region and the beginning of operations in Far East. The growth in General and administrative expenses basically comprises of an increase in payroll costs: by RR 131 million or 91% in 9M 2015 as compared to 9M 2014 and by RR 11 millionor 18% in Q3 2015 compared to Q3 2014.

An increase of income from government grants by RR 422 million or 245% in 9M 2015as compared to 9M 2014 and by RR 201 million or 138% in Q3 2015 compared to Q3 2014 resulted in a significant increase of Other operating income, net.

The breakdown of sales, gross profit and adjusted EBITDA between Belgorod Meat, Tambov Meat and Far East meat project is as follows:

An increase in feed costs, partly compensated by the increase in sales prices and operating government grants, lead to a decrease in profitability of the meat segment.

Agricultural Segment

As at 30 September 2015 the segment's area of controlled land stands at 493 thousand hectares, including 23 thousand hectares in the Far Eastern region. The financial results of the agricultural segment for 9M 2015 and Q3 2015 compared to 9M 2014 and Q3 2014 respectivelyare presented below:

A significant increase in sales prices was the main driver of an increase in Sales in 9M 2015and Q3 2015 compared to 9M 2014 and Q3 2014.

Sales volumes by product were as follows:

Sales volumes of grain include sales of wheat, barley, corn, peas and soya beans. All sugar beet is sold to the sugar segment.

The average sale prices per kilogram (excl. VAT) were as follows:

A significant increase in market was a main driver for an increase in Gain on revaluationof biological assets and agriculture produce.

Other operating income, net in 9M 2015 and Q3 2015 include loss from lost harvest write-offin the amount of RR 125 million and RR 8 million respectively (9M 2014 and Q3 2014:RR 5 million and RR 1 million respectively).

Oil segment

The financial results of the oil segment for 9M 2015 and Q3 2015 compared to 9M 2014and Q3 2014 respectively are presented below:

In the beginning of February 2015 the Group acquired an entity situated in Far East regionand engaged in buying and processing on third-party production facilities of soya beans (tolling operations). Starting the February of 2015 the income and expenses of this company are included in the Group's consolidated financial statements within the oil segment.

The breakdown of Sales, Gross profit and Adjusted EBITDA between the Samara oil plant,the Ekaterinburg fat plant and Far East tolling operations with soybean is as follows:

(*) In the previous reporting periods the effect of eliminations of intra-segment transactions within oil segments was allocated to the Samara oil plant. In the current presentation, financial results of the Samara oil plant are shown on stand-alone basis. Eliminations of intra-segment transactions are presented separately in "Eliminations" line item.

Sales of Samara oil plant decreased as a result of drop in sales volumes that was partly compensated by an increase in sales prices of raw oil and meal. Sales of Ekaterinburg fat plant increased as a result of both price and volume factors.

Sales volumes by product were as follows:

A significant decrease in sales volume of raw oil and meal in 9M 2015 compared to 9M 2014 related to the trading operations and tolling of own sunflower seeds on the related party's production facilities. These operations started in Q4 2013 and ceased in Q3 2014, which also explains a decrease in sales volume on raw oil and meal in Q3 2015 compared to Q3 2014.

The average sale prices per kilogram (excl. VAT) for sales to third parties were as follows:

Key consolidated cash flow indicators (not IFRS presentation*)

The key consolidated cash flow indicators presented according to management accounts methodology were as follows:

(*) See Appendix 4

The main investments in property, plant and equipment and inventories intended for construction in 9M 2015 were made in the meat segment in the amount of RR 4,880 million (9M 2014: RR 961 million), related to the construction in the Far East, and in the sugar division in the amount of RR 2,266 million (9M 2014: RR 1,126 million), related to the modernization of sugar plants. Significant investments were also made in the agricultural segment in the amount of RR 2,073 million (9M 2014: RR 1,689 million), representing purchases of machinery and equipment.

Debt position and liquidity management

Net finance income/ (expense)

*See appendix 1 for the disclosure of reclassification adjustments made to the 9M 2014and Q3 2014 figures

In 9M 2015 the Group continued to enjoy benefits from the state agriculture subsidies programme. RR 1,068 million of subsidies received covered 42% of gross interest expense.

Other financial income, net relates mainly to financial foreign exchange gains net of losses that increased by RR 2,131 million in 9M 2015 compared to 9M 2014 and by RR 2,711 million in Q3 2015 compared to Q3 2014.

(*)The exchange rates used for translation of RR amounts into USD represent average Central Bank official exchange rate for the respective reporting period for income, expenses and profits and the Central Bank official exchange rate as at the reporting date for balance figures.

(**) Adjusted EBITDA is defined as operating profit before taking into account (i) depreciation, (ii) other operating income, net (other than reimbursement of operating costs (government grants)), (iii) the difference between gain on revaluation of biological assets and agricultural produce recognised during the period and the gain on initial recognition of agricultural produce attributable to realised agricultural produce together with revaluation of biological assets attributable to realised biological assets included in cost of sales for the period (iv) provision/(reversal of provision) for net realizable value of agricultural produce, (v) share-based remuneration (see Appendix 2 for the detailed calculation of Adjusted EBITDA). Adjusted EBITDA is not a measure of financial performance under IFRS. You should not consider it as an alternative to profit for the period as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Our calculation of Adjusted EBITDA may be different from the calculation used by other companies and therefore comparability may be limited. We believe that Adjusted EBITDA provides useful information to investors because it is an indicator of the strength and performance of our ongoing business operations, including our ability to fund discretionary spending such as capital expenditures, acquisitions of subsidiaries and other investments and our ability to incur and service debt.

(***) The Group determines the net debt as short-term borrowings and long-term borrowings less cash and cash equivalents, bank deposits and bank promissory notes and bonds within short-term and long-term investments.

(****) LTM - The abbreviation for the "Last twelve months".

Note:

ROS AGRO PLC (LSE: AGRO) - a holding company of Rusagro Group, a leading Russian diversified food producer with vertically integrated operations in the following branches:

Sugar:

We are a leading Russian sugar producer, producing sugar on six production sites from both sugar beets and raw cane sugar. We produce white cube sugar and white packaged sugar sold under the brands Chaikofsky, Russkii Sakhar, Brauni. Our sugar segment is vertically integrated with sugar beet cultivation in our agriculture segment, through which we strive to ensurea consistent supply of sugar beets.

Meat:

Our pig breeding project was launched in 2006. According to the National Union of Pig Breeders, we are the second largest pork producer in Russia on the ground of relative production volumes for 2014. We have implemented best practices in biosecurity at our pig farms.

Agricultural:

The Group currently controls what it believes to be one of the largest land banks among Russian agriculture producers, with 493 thousand hectares of land under our control located in the highly fertile Black Earth region of Russia (in the Belgorod, Tambov and Voronezh regions) and in the Far East Primorie region. Land and production sites are strategically located within the same regions to optimize efficiency and minimize logistical costs. We believe we are one of the major sugar beet producers in Russia, and our agricultural segment also produces winter wheatand barley, sunflower products and soybeans. These products are partially consumed by the meat segment, supporting a synergistic effect and lowering price change risk.

Oil:

We are a leading producer of mayonnaise and consumer margarine in Russia, such as Provansal EZhK and Schedroe Leto. In January 2013 the Company has begun production of mayonnaise under brand "Mechta Khozyayki". Our oil extraction plant located in Samara (Samara oil plant) enables us to control the source of 100% of the vegetable oil required by our oil and fats production plant in Ekaterinburg (Ekaterinburg fat plant).

Forward-looking statements

This announcement includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements do not relate to historical or current events,or to any future financial or operational activity of the Group.

By their nature, forward-looking statements involve risk and uncertainty because they relateto future events and circumstances, a number of which are beyond the Rusagro Group's control. As a result, actual future results may differ materially from the plans and expectations set outin these forward-looking statements.

The Group undertakes no obligation to release the results of any revisions to any forward-looking statements that may occur due to any change in its expectations or to reflect eventsor circumstances after the date of this document.

Rusagro management is organizing a conference call about its 9M 2015 and Q3 2015 financial results for investors and analysts.

Details of call:

Contacts:

Appendix 1. Consolidated statement of comprehensive income for the Nine months ended 30 September 2015 (in RR thousand)

*As a result of the full year audit 2014 the management corrected the accounting treatment of bonds, purchased in April-May 2014. In the consolidated financial statements for 6M 2014 and 9M 2014 the effect of market value revaluation of bonds in the amount of RR 271,760 thousand of gain and RR 123,158 thousand of loss, respectively, were presented in other comprehensive income, below the "Profit for the period" line item. In the audited consolidated financial statement for 12M 2014 these bonds are classified as trading investments with measurement at fair value through profit and loss (see note 4 of the audited consolidated financial statements for 12M 2014). The result of fair value revaluation as well as the result from the disposal of bonds is included in "Gains less losses from bonds held for trading" line item. The classification of the bonds has been corrected retrospectively that led to the respective reclassification adjustments in statements of comprehensive income and statements of cash flows for 6M 2014 and 9M 2014.

Appendix 2. Segment information for the Nine months ended 30 September 2015 (in RR thousand)