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 8TH APRIL 2016 AT 10:00 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 by proxy

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

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

Georgia Salame

1. Appointment of Chairperson of the Extraordinary General Meeting

It is proposed that Ms. Georgia Salame as proxy of Mr. Maxim Basov be appointed as Chairperson of the Meeting.

ORDINARY RESOLUTION No. 1

THAT Ms. Georgia Salame as proxy of Mr. Maxim Basov be appointed as Chairperson of the Meeting.

The chairperson stated that the purpose for convening this Extraordinary General Meeting is to approve or reject the following items as circulated on the Notice dated 9th March 2016 and attached to this Resolutions:

2. Approval of subsequent offering of shares in the form of global depository receipts

It is proposed that the Company makes a subsequent offering of shares in the form of global depositary receipts ("Offering"). The exact number of shares to be issued as well as the price thereto will be determined at a later stage when the bookbuilding process is finalised but in any event the number of shares to be issued will not exceed 10,000,000 shares and the value thereof will not be lower than the nominal value of the existing shares, namely EUR 0,01 each.

ORDINARY RESOLUTION No. 2

THAT the Offering be and is hereby approved and that the directors of the Company be and are hereby empowered to execute such documents and take such actions as may be required for the completion of the Offering.

3. Approval of authority to the Board of Directors to allot and issue shares from the unissued authorised share capital until 31 December 2016

Pursuant to Regulation 4 of the Articles of Association of the Company and subject to other provisions of the same, the Company may by an ordinary resolution authorise the Board of Directors to exercise all the powers of the Company to allot and issue shares out of the authorised but unissued share capital.

It is proposed that the period during which the Board has the power to allot and issue shares out of the authorised but unissued share capital (including as increased from time to time) commences on the date of the Extraordinary General Meeting until 31 December 2016.

It is proposed that the General Meeting resolves:

4. Approval of disapplication of pre-emption rights

Conditional on the approval and passing of Ordinary Resolution No. 2, it is proposed that the pre-emption rights in respect of such 10,000,000 shares be dis-applied. A report from the directors in connection with the proposed disapplication of pre-emption rights will follow before the general meeting and will be uploaded on the website of the Company (http://www.rusagrogroup.ru/).

It is proposed that the General Meeting resolves:

SPECIAL MAJORITY RESOLUTION No.1

THAT conditional on the approval and passing of Ordinary Resolution No.2 and in pursuance of the relevant provisions of the Companies Law, Cap 113 and the articles of association of the Company, consent, waiver and disapplication of any pre-emption rights be and is hereby granted in connection with the issue of 10,000,000 shares of the Company, as the directors deem fit. 

ORDINARY RESOLUTION No.3

THAT the Board of Directors be and is hereby granted the power and authority granted to allot and issue 10,000,000 shares from the unissued authorised share capital of the Company in accordance to the provisions of the articles of association of the Company for a period commencing on the date of the Extraordinary General Meeting until 31 December 2016.

5. Ratification of actions of directors of the Company

It is proposed that the General Meeting resolves:

ORDINARY RESOLUTION No. 4

THAT all actions taken by the directors of the Company up until the date of this resolution in relation to the Offering, be and the same are now ratified, confirmed, sanctioned and approved.

6. Termination

There being no business to transact the Chairperson declared the Meeting closed at 11:00 a.m.

Signed:

……………………………… ………………………………..

Georgia Salame Ganna Khomenko

Chairperson by proxy from Mr. Maxim Basov For and on behalf of:

Fiduciana Directors Limited

Fiduciana Management Limited

Mr. Maxim Basov by Proxy

Shiny Property Limited by Proxy

BNY (Nominees) Limited by Proxy

………………………………..

Maro Griva

For and on behalf of:

Fiduciana Nominees (Cyprus) Limited

Fiduciana Trustees (Cyprus) Limited