Ros Agro S Regulatory News (AGRO)

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 3RD OCTOBER 2014 AT 11:00 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. Georgia Salameh by proxy

Shiny Property Limited- represented by Ms. Georgia Salameh by proxy

1. Chairperson

IT WAS RESOLVED that Ms. Karolyna Artemi, 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 1st September 2014 and attached to this Resolution:

Payment of Dividends

1. To consider and if thought fit, to approve the recommendation of the Board to pay interim dividends for the first half of 2014, with a total pay-out 2 000 029 236.96 Russian Rubles. Given the Company owns 2 212 648 of its own GDRs (5 GDRs represent 1 share), which will be excluded from dividend distribution, the interim dividend will be 84,90 Rubles (gross) per ordinary share or 16.98 Rubles (gross) per GDR. The payment date will be October 17th 2014. 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 30th 2014.

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.

2. Resolution

IT WAS UNANIMOUSLY RESOLVED AS FOLLOWS:

1. To approve to pay interim dividends for the first half of 2014, with a total pay-out 2 000 029 236.96 Russian Rubles. Given the Company owns 2 212 648 of its own GDRs (5 GDRs represent 1 share), which will be excluded from dividend distribution, the interim dividend will be 84,90 Rubles (gross) per ordinary share or 16.98 Rubles (gross) per GDR. The payment date will be October 17th 2014. 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 30th 2014.

3. Termination

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

Signed:

………………………………..

Karolyna Artemi

Chairperson

For and on behalf of:

Fiduciana Nominees (Cyprus) Limited

Fiduciana Trustees (Cyprus) Limited

Fiduciana Directors Limited

………………………………..

Ganna Khomenko

For and on behalf of:

Fiduciana Management Limited

………………………………..

Maro Griva for Fiduciana Directors Limited

For and on behalf of:

Viarde Holdings Limited

………………………………

Georgia Salameh

For and on behalf of:

Shiny Property Limited by proxy

BNY (Nominees) Limited by Proxy