Last checked at 2 Oct 2015 09:31
ROS AGRO PLC
(the "Company")
MINUTES OF THE EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS HELD IN ACCORDANCE WITH THE COMPANY'S ARTICLES OF ASSOCIATION AT THE COMPANY'S REGISTERED OFFICE ON 2ND OCTOBER 2015 AT 11:00 A.M.
Present:
Fiduciana Nominees (Cyprus) Limited - represented by Ms. Maro Griva
Fiduciana Trustees (Cyprus) Limited - represented by Ms. Maro Griva
Fiduciana Directors Limited - represented by Ms. Ganna Khomenko
Fiduciana Management Limited - represented by Ms. Ganna Khomenko
Maxim Basov - represented by Ms. Ganna Khomenko
BNY (Nominees) Limited - represented by Ms. Georgia Salame 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 Extraordinary General Meeting is to approve or reject the following items as circulated on the Notice dated 26 August 2015 and attached to this Resolution:
2. Payment of Dividends
To consider and if thought fit, to approve the recommendation of the Board to pay as dividends 25% of net income for the 1st half of 2015 or 1 800 958 835.73 Rubles or 27 091 090.96 USD. Given that the Company owns 2 212 648 of its own GDRs (5 GDRs represent 1 share), which will be excluded from dividend distribution, the dividend will be 76.45 (gross) Rubles per ordinary share or 15.29 (gross) Rubles per GDR. The payment of the dividends will be made in US dollars, based on the official foreign exchange rate established by the Central Bank of the Russian Federation on August 31, 2015, which is 66.4779. As a result the company will pay USD 1.15 (gross) per share or USD 0.23 (gross) per GDR.
The dividend Record date recommended to be October, 02, 2015 (the ex-dividend date is October, 01, 2015), and the payment date is expected to be on or around October, 10, 2015. The payment date will be made not later than October, 10, 2015.
After due consideration, the shareholders resolved that it is in the best interest of the Company to approve and accept the Board's recommendation as presented.
IT WAS UNANIMOUSLY RESOLVED AS FOLLOWS:
3. Resolution
To approve to pay as dividends 25% of net income for the 1st half of 2015 or 1 800 958 835.73 Rubles or 27 091 090.96 USD. Given that the Company owns 2 212 648 of its own GDRs (5 GDRs represent 1 share), which will be excluded from dividend distribution, the dividend will be 76.45 (gross) Rubles per ordinary share or 15.29 (gross) Rubles per GDR. The payment of the dividends will be made in US dollars, based on the official foreign exchange rate established by the Central Bank of the Russian Federation on August 31, 2015, which is 66.4779. As a result the company will pay USD 1.15 (gross) per share or USD 0.23 (gross) per GDR.
The dividend Record date is noted to be October, 02, 2015 (the ex-dividend date being October, 01, 2015), the payment date being on or around October, 10, 2015 but not later than October, 10, 2015.
4. Termination
There being no business to transact the Chairperson declared the Meeting closed.
Signed:
………………………………..
Ganna Khomenko
Chairperson
For and on behalf of:
Fiduciana Directors Limited
Fiduciana Management Limited
Maxim Basov by Proxy
Shiny Property Limited by Proxy
………………………………..
Maro Griva
For and on behalf of:
Fiduciana Nominees (Cyprus) Limited
Fiduciana Trustees (Cyprus) Limited
………………………………
Georgia Salame
For and on behalf of:
BNY (Nominees) Limited by Proxy