Ros Agro S Regulatory News (AGRO)

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 30TH MAY 2014 AT 12:00 A.M.

Present:

Fiduciana Nominees (Cyprus) Limited - represented by Ms. Karolyna Artemi

Fiduciana Trustees (Cyprus) Limited - represented by Ms. Karolyna Artemi

Fiduciana Directors Limited - represented by Ms. Karolyna Artemi

Fiduciana Management Limited- represented by Ms. Ganna Khomenko

Viarde Holdings Limited- represented by Ms. Maro Griva on behalf of Fiduciana Directors Limited

BNY (Nominees) Limited - represented by Ms. Ganna Khomenko by proxy

Shiny Property Limited- represented by Ms. Ganna Khomenko by proxy

1. Chairperson

IT WAS RESOLVED that Ms. Ganna Khomenko, 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 23rd April 2014 and attached to this Resolution:

1. Adoption of the annual Standalone Financial Statements for 2013; 

2. Adoption of IFRS Financial Statements for 2013;

3. Adoption of the Directors' Report for 2013;

4. Adoption of the Auditor's Report for 2013;

5. Adoption of the Annual Report for 2013 (LSE);

6. Adoption of the Auditor for audit of Standalone and IFRS Financial Statements on 2014;

7. Adoption of the remuneration for the Auditor of Standalone and IFRS Financial Statements on 2014;

8.  Payment of dividends;

9. Re-election of the Board of Directors;

10. Remuneration of Directors;

11. Amendments to the Company's Articles of Association;

12. Any other item.

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 2013 are approved and adopted.

2. That the IFRS Financial Statements for 2013 are approved and adopted.

3. That the Directors' Report for 2013 is approved and adopted.

4. That the Auditor's Report for 2013 is approved and adopted.

5. That the Annual Report for 2013 (LSE) is approved and adopted.

6. That the current Auditor is maintained for the financial year 2014.

7. That the remuneration of the Auditor is to be decided upon by the Board of Directors.

8. That the amount of RUR 42.45 per ordinary share and a total of RUR 1,000,000,000 (one billion rubles) is declared as dividends for the year 2013 payable for the Company's ordinary shares with the exception of the shares owned by the Company through holding of its own GDR. The Payment shall be made in cash, denominated in US Dollar, as dividend payment, not exceeding 5 business days from the date of this present Annual General Meeting.

9. That the current Board of Directors is re-elected for the next financial year effective as from the closing of this Meeting.

10. That the remuneration of the Directors is to be decided upon by the Board of Directors.

11. That the proposed amendments to the Company's Articles of Association as set out below are hereby approved.

To amend the Articles of Association as follow:

1. To insert the new provision:

50(1).Notwithstanding any other provisions of the Articles to the contrary, the following matters shall be considered as the "Members Reserved Matters": any sale and/or disposal and/or pledge, of whole or part, of any participating interest held in the Company's subsidiaries.

2. To amend the article 107 and set forth it as follow:

107. Subject to the prior approval of the Company by ordinary resolution, the Directors may entrust and confer upon a managing Director any of the powers exercisable by them, upon such terms and conditions and with such restrictions as they may think fit, and either collaterally with or the exclusion of their own powers, and may, from time to time revoke, withdraw, alter or vary all or any of such powers. Notwithstanding the above or any other provision of these Articles, but subject to the exemption of Reserved Matters in these Articles, each managing Director of the Company shall be entitled, acting alone and without requirement for prior or subsequent approval of the Board of Directors or the members of the Company, to negotiate, conclude, sign and implement any single deal, engagement, arrangement or agreement which shall not involve expenditure by the Company in excess of EUR 10,000.

3. To insert a new provision:

84(2)Notwithstanding any other provisions of the Articles to the contrary, the following matters shall be considered as the "Board of Directors Reserved Matters":

(i) make any investment in shares, stock, securities or other investment other than in the Company's subsidiaries;

(ii) creation, establishment, acquisition or ownership of any interest in any new body corporate, partnership, undertaking or other business;

(iii) preparation, approval and monitoring, through a compliance officer, if needed, the application of the Code of Conduct on insider information and Code of Business Conduct and Ethics, adopted by all employees of the Company's subsidiaries;

(iv) any liquidation, dissolution or winding up of the Company's subsidiaries. This decision can be made by not less than four (4) directors;

(v) any acquisitions of additional participating interest held in the Company's subsidiaries. This decision can be made by not less than four (4) directors.

3. Termination

There being no other business to transact the Chairperson declared the Meeting closed.

Signed:

……………………………….. ...............................................

Ganna Khomenko Maro Griva

Chairperson For and on behalf of:

For and on behalf of: Viarde Holdings Limited

Fiduciana Management Limited

Shiny Property Limited by Proxy

BNY (Nominees) Limited by Proxy

………………………………..

Karolyna Artemi

For and on behalf of:

Fiduciana Nominees (Cyprus) Limited

Fiduciana Trustees (Cyprus) Limited

Fiduciana Directors Limited