Last checked at 19 Apr 2021 09:49
ROS AGRO PLC
(the "Company")
MINUTES OF THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS HELD IN ACCORDANCE WITH THE COMPANY'S ARTICLES OF ASSOCIATION AT THE COMPANY'S REGISTERED OFFICE ON 16TH APRIL 2021 AT 10:00 A.M.
Present:
Fiduciana Nominees (Cyprus) Limited - represented by Ms. Ganna Khomenko - Shareholder
Fiduciana Trustees (Cyprus) Limited - represented by Ms. Ganna Khomenko - Shareholder
Fiduciana Directors Limited - represented by Ms. Ganna Khomenko - Shareholder
Fiduciana Management Limited - represented by Ms. Ganna Khomenko - Shareholder
RIGPA LIMITED - represented by Ms. Maro Evi Koulla Griva by proxy - Shareholder
BNY (Nominees) Limited - represented by Ms. Maro Evi Koulla Griva by proxy - Shareholder
Granada Capital CY Limited - represented by Ms. Tatiana Gurina - Shareholder
1. Chairperson
IT WAS RESOLVED that Ms. Maro Evi Koulla Griva, representing the majority of shareholders, be appointed as Chairperson of the Meeting. IT WAS NOTED that a quorum was present and that the Meeting was duly constituted in accordance with the Company's Articles of Association.
The chairman stated that the purpose for convening this Annual General Meeting is to approve or reject the following items as circulated on the Notice dated 18th March 2021:
1. Adoption of the annual Standalone Financial Statements for 2020;
2. Adoption of IFRS Financial Statements for 2020;
3. Adoption of the Directors' Report for 2020;
4. Adoption of the Auditor's Report for 2020;
5. Adoption of the Annual Report for 2020 (LSE);
6. Adoption of the Auditor for audit of Standalone and IFRS Financial Statements on 2021;
7. Adoption of the remuneration for the Auditor of Standalone and IFRS Financial Statements on 2021;
8. Payment of Dividends;
9. Remuneration of Directors;
10. Re-Election of the Board of Directors;
11. Any other matters proposed by the Directors;
After due consideration, the shareholders voted what is in the best interest of the Company and have by a majority of votes, resolved as follows:
2. Resolutions
IT WAS UNANIMOUSLY RESOLVED AS FOLLOWS:
1. That the Annual Standalone Financial Statements for 2020 are approved and adopted.
2. That the IFRS Financial Statements for 2020 are approved and adopted.
3. That the Directors' Report for 2020 is approved and adopted.
4. That the Auditor's Report for 2020 is approved and adopted.
5. That the Annual Report for 2020 (LSE) is approved and adopted.
6. That the current Auditor is maintained for the financial year 2021.
7. That the remuneration of the Auditor is to be decided upon by the Board of Directors.
8. Payment of Dividends - to approve distribution of USD 165,473,562.96 as dividends for 2020, which constitutes 50.01% of total consolidated comprehensive income attributable to shareholders for 2020 based on the official exchange rate established by the Central Bank of the Russian Federation on "14" March 2021, which equals to RUB 73.5081 per USD 1. Given that the Company has already approved and paid interim dividends for the year ending as of 31.12.2020 in amount of USD 25,560,956.88, the outstanding amount for 2020 is USD 139,912,606.08.
The payment of the dividends should be executed in US dollars based on the official exchange rate established by the Central Bank of the Russian Federation on the date of dividend payment.
Considering that the Company owns 2,135,313 of its own GDRs (5 GDRs represent 1 share), which will be excluded from dividend distribution, the Company will pay USD 5.20 (gross) per share or USD 1.04 (gross) per GDR. The dividend record date which is 16 April 2021 (the ex-dividend date is 15 April 2021).
9. That the remuneration of the Directors is to be decided upon and approved by the Board of Directors.
10. That the current Board of Directors is re-elected for the next financial year effective as from the closing of this Meeting.
3. Termination
There being no other business to transact the Chairperson declared the Meeting closed.
Signed:
……………………………….. ...............................................
Maro Evi Koulla Griva Ganna Khomenko
Chairperson For and on behalf of:
For and on behalf of: Fiduciana Nominees (Cyprus) Limited
BNY (Nominees) Limited by proxy Fiduciana Management Limited
RIGPA LIMITED by Proxy Fiduciana Trustees (Cyprus) Limited
Fiduciana Directors Limited
………………………………..
Tatiana Gurina
For and on behalf of
Granada Capital CY Limited