Ros Agro S Regulatory News (AGRO)

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, THE RUSSIAN FEDERATION, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA

This announcement is an advertisement and not a prospectus. Investors should not subscribe for or purchase any shares or other securities referred to in this announcement except on the basis of information contained in the prospectus (the "Prospectus") which was published by ROS AGRO PLC on 8 April 2011 in connection with an offering of global depository receipts representing ordinary shares in the Company and the admission of the global depository receipts to the Official List (the "Official List") of the U.K. Financial Services Authority (the "FSA") and to trading on the London Stock Exchange plc's regulated market. Such prospectus is available to the public from the registered office of ROS AGRO PLC at Arch. Makariou III, 195 Neocleous House, P.C. 3030 Limassol, The Republic of Cyprus. A copy of such prospectus has also been submitted to the National Storage Mechanism and will shortly be available for inspection at www.Hemscott.com/nsm.do. In the event of any discrepancy between this announcement and the Prospectus, the Prospectus will prevail. It is not the purpose of this announcement to provide, and you may not rely on this announcement as providing, a complete and comprehensive analysis of the Company's financial or commercial position or prospects.

13 April 2011

ROS AGRO PLC ANNOUNCES ADMISSION TO THE OFFICIAL LIST ANDCOMMENCEMENT OF UNCONDITIONAL DEALINGS ON THE LONDON STOCK EXCHANGE

ROS AGRO PLC ("ROS AGRO" or the "Company"), a leading Russian diversified food processor with integrated agricultural operations, today announces that its global depositary receipts ("GDRs"), each representing one-fifth (1/5) of an ordinary share in the share capital of ROS AGRO, have been admitted to the Official List of the UK Listing Authority and to trading on the regulated market of the London Stock Exchange plc.

Unconditional dealings in ROS AGRO's GDRs commenced on the International Order Book at 8.00 am today, under the ticker symbol "AGRO".

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No offer or invitation to purchase or subscribe for ordinary shares in the Company ("Shares") or GDRs in the Company is being made at this time.

The contents of this announcement, for which ROS AGRO is solely responsible, have been approved by Credit Suisse Securities (Europe) Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, solely for the purposes of Section 21(2)(b) of the United Kingdom Financial Services and Markets Act 2000 ("FSMA"). Alfa Capital Holdings (Cyprus) Limited, London Branch and Renaissance Securities (Cyprus) Limited have also approved the contents of this announcement.

Each of Alfa Capital Holdings (Cyprus) Limited, London Branch, Credit Suisse Securities (Europe) Limited and Renaissance Securities (Cyprus) Limited (together, the "Joint Global Coordinators") is acting exclusively for the Company and no one else in relation to the proposed offer of the Company's securities and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for giving advice in relation to the proposed offer or any other matters referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Alfa Capital Holdings (Cyprus) Limited, London Branch, Credit Suisse Securities (Europe) Limited or Renaissance Securities (Cyprus) Limited by the FSMA or the regulatory regime established thereunder, each of Alfa Capital Holdings (Cyprus) Limited, London Branch, Credit Suisse Securities (Europe) Limited and Renaissance Securities (Cyprus) Limited accepts no responsibility whatsoever for the contents of this announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Shares or GDRs or the proposed offer. Alfa Capital Holdings (Cyprus) Limited, London Branch, Credit Suisse Securities (Europe) Limited and Renaissance Securities (Cyprus) Limited accordingly disclaim all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any such statement.

The offering and the distribution of this announcement and other information in connection with the offering may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with any such restriction may constitute a violation of the securities laws of any such jurisdiction.

The information contained herein is restricted and is not for publication, distribution or release, directly or indirectly, in or into the United States of America, Canada, Australia or Japan. This announcement does not constitute or form part of any offer to sell or solicitation of an offer to purchase or subscribe for securities in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to US persons unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. No public offering of the securities will be made in the United States.

This announcement and any offer mentioned herein if made are only addressed to and directed at persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) ("Qualified Investors"). In addition, in the United Kingdom, this announcement is being distributed only to, and is directed only at, (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.'') of the Order and (iii) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to (i) in the United Kingdom, relevant persons, and (ii) in any member state of the European Economic Area other than the Untied Kingdom, Qualified Investors, and will be engaged in only with such persons.

This announcement includes statements that are, or may be deemed to be, "forward looking statements". These forward looking statements can be identified by the use of forward looking terminology, including the terms "believes", "estimates", anticipates", expects", intends", "may", "will" or "should" or, in each case their negative or other variations or comparable terminology. These forward looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the Company. By their nature, forward looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward looking statements are not guarantees of future performance. The Company's actual performance, results of operations and financial condition may differ materially from the impression created by the forward looking statements contained in this announcement.

Subject to its legal and regulatory obligations, neither the Company, nor any of its agents, employees or advisors intends or has any duty or obligation to supplement, amend, update or revise any of the forward looking statements contained in this announcement to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based.

In no circumstances shall the provision of this announcement imply that no negative change may occur in the business of the Company after the date of provision of this announcement, or any date of amendment and/or addition thereto.

Information in this communication cannot be relied on as a guide to future performance. The price and value of the securities can go down as well as up. Persons needing advice should contact a professional adviser.

The Underwriting Agreement grants to the Joint Global Coordinators the Over-Allotment Option. In connection with the Offering, Credit Suisse Securities (Europe) Limited as Stabilising Manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot GDRs or effect other stabilising transactions with a view to supporting the market price of the GDRs at a level higher than that which might otherwise prevail in the open market. However, the Stabilising Manager is not required to enter into such transactions and such stabilisation transactions may be effected on any securities market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings in the GDRs on the London Stock Exchange plc's regulated market and ending no later than 30 calendar days thereafter. However, there will be no obligation on the Stabilising Manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilisation, if commenced, may be discontinued at any time, without prior notice. In no event will measures be taken to stabilise the market price of the GDRs above the Offer Price. Except as required by law or regulation, neither the Stabilising Manager nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilising transactions conducted in relation to the Offering.

This announcement is not a public offer or advertisement of GDRs in the Russian Federation, and is not an offer, or an invitation to make offers, to purchase, sell, exchange or transfer GDRs in the Russian Federation. The GDRs have not been and will not be registered in Russia and are not intended for "offering", "placement" or "circulation" in the Russian Federation (each as defined in Russian securities laws).

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