Ros Agro S Regulatory News (AGRO)

http://www.rns-pdf.londonstockexchange.com/rns/4980T_1-2019-3-20.pdf

ROS AGRO PLC

NOTICE OF ANNUAL GENERAL MEETING (AGM)

NOTICE IS HEREBY GIVEN that an Annual General Meeting of the Company will be held at the Company's registered office in Nicosia, Cyprus, on 26 April 2019 at 10:00 a.m. (Cyprus time) to transact the business on the agenda outlined within Schedule A and Schedule B attached hereto.

BY ORDER OF THE BOARD

For and on behalf of

Ros Agro Plc

………………………………………..

Fiduciana Secretaries Limited

Secretary

Date: 19 March 2019

Ros Agro Plc,

Registered Office:

25 Aphrodite Street, 3rd floor

office 300, 1060 Nicosia, Cyprus

Fax: +357 22766022

E-mail: anna.homenko@fiduciana.net 

NOTE: Should any member of the Company wish to discuss any other item during the meeting, they are kindly requested to contact the Company Secretary as soon as possibly convenient in order to have the additional item inserted on the Agenda list. All appendices/materials relating to the additional item should also be provided to the Company Secretary for circulation.

Any member of the Company entitled to attend, speak and vote at the abovementioned meeting may appoint a proxy to attend, speak with the same rights as the member and, on a poll, vote instead of the member. A proxy may demand, or join in demanding, a poll. A proxy need not be a member of the Company. A specimen of the proxy is attached hereto as Schedule B. Please return the notice of attendance or proxy form by regular mail, facsimile or e-mail by 25 of April 2019 to:

Ros Agro Plc,

Registered Office:

25 Aphrodite Street, 3rd floor

office 300, 1060 Nicosia, Cyprus

Fax: +357 22766022

E-mail: anna.homenko@fiduciana.net or info@fiduciana.net 

Proxy may, if desirable, be given to Mrs. Ganna Khomenko and a proxy need not be a shareholder of ROS AGRO PLC.

ROS AGRO PLC is a public limited liability company incorporated under the laws of the Republic of Cyprus. As of the date of this notice, the Company has issued 27,333,333 shares, of EUR 0,01 shares, each of which represents one vote. The shares also have equal rights in all other respects. For the purpose of this Annual General Meeting the record date shall be the 26 April 2019; only those members who are registered shareholders on that date have the right to participate and vote at the meeting.

This notice and its appendices, as well as the company's articles of association and the memorandum of association, are also available at the Company's homepage: http://www.rusagrogroup.ru/.

Schedules:

A. Agenda of the Annual General Meeting

B. Proposed amendments to the Articles of Association

C. Notice of attendance and proxy form

For any further clarifications or assistance please contact the Company Secretary at info@fiduciana.net 

SCHEDULE A

ROS AGRO PLC

Agenda - Annual General Meeting

Nicosia, Cyprus 26th April 2019

1. Appointment of Chairperson of the Annual General Meeting - it is proposed that Mr. Maxim Basov (or his Proxy) be appointed as chairperson of the meeting;

2. Adoption of the annual Standalone Financial Statements for 2018; 

3. Adoption of IFRS Financial Statements for 2018;

4. Adoption of the Directors' Report for 2018;

5. Adoption of the Auditor's Report for 2018;

6. Adoption of the Annual Report for 2018 (LSE);

7. Adoption of the Auditor for audit of Standalone and IFRS Financial Statements on 2019 - recommendation of the Board of Directors to maintain the current Auditor;

8. Adoption of the remuneration for the Auditor of Standalone and IFRS Financial Statements on 2019 - recommendation of the Board of Directors that the remuneration of the Auditor for 2019 is to be decided upon and approved by the Directors;

9. Payment of Dividends - to approve distribution of RUB 4 476 263 981.80 as dividends for 2018, which constitutes 35% of total consolidated comprehensive income attributable to shareholders for 2018. Given that the Company has already approved in September distribution of interim dividends for the first half of 2018 in amount of RUB 1 026 425 986.25, the outstanding amount for 2018 is RUB 3 449 837 995.55.

The payment of the dividends should be executed in US dollars based on the official exchange rate established by the Central Bank of the Russian Federation on March 13, 2019, which equals to RUB 65.7674 per USD 1. Therefore the total dividend payment for the second half of 2018 will be USD 52 455 137.28. The total payout of dividends for the full year 2018 will be USD 68 595 179.52. GDRs, owned by the Company at dividend record date, shall be excluded from dividend distribution. The payment of the dividends should be gross.

10. Remuneration of Directors - to be made to the directors and in accordance to the Company's Articles of Association - the recommendation of the Board of Directors that the remuneration is to be decided upon and approved by the Board;

11. Re-Election of the Board of Directors;

12. Amendments to the Company's Articles of the Association - the recommendation of the Board of Directors is that proposed amendments attached hereto as Schedule B, are approved and adopted.

13. Any other matters proposed by the Directors at the Board of Directors' Meeting.

SCHEDULE B

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

To amend the Articles of Association as follows:

1. To amend Article 107 as follows:

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 100,000.

SCHEDULE C

Notice of attendance

ANNUAL general meeting 26th of aPRIL 2019 of ros agro plc

Notice of your attendance at the Annual General Meeting of ROS AGRO PLC on 26th of April 2019 can be given using this notice. The notice should be sent to ROS AGRO PLC so that it is received by the company by 25th of April 2019.

Address:

Ros Agro Plc,

Registered Office:

25 Aphrodite Street, 3rd floor

office 300, 1060 Nicosia, Cyprus

Fax: +357 22766022

E-mail: anna.homenko@fiduciana.net or info@fiduciana.net 

If you have registered but are unable to attend, you are entitled to appoint another person to attend the meeting on your behalf by submitting a signed and dated proxy to the Company at the address set out above or to the Company secretary by 25th of April 2019.

The undersigned will attend the Annual General Meeting of ROS AGRO PLC on 26th of April 2019 and (please tick):

Number of shares: ______________________________________________________

The name and address of the shareholder:

(please use capital letters)

*Important Notice: Please include title of authorised signatory and attach evidence of authority 

proxy

WE/I, ____________ , of ______________, being a member of the above-named Company, hereby appoint Ms./Mr. ______________, holder of I.D/passport No. ____________ or failing her/him Ms./Mr. __________ , holder of I.D./passport No. ____________ as our/my proxy to 26th of April 2019, and at any adjournment thereof.

WE/I expressly instruct our/my proxy to vote on the following matters, as shown below:

1. Appointment of Chairperson of the Annual General Meeting;

FOR/AGAINST/ABSTAIN 

2. Adoption of the annual Standalone Financial Statements for 2018; 

FOR/AGAINST/ABSTAIN 

3. Adoption of IFRS Financial Statements for 2018;

FOR/AGAINST/ABSTAIN 

4. Adoption of the Directors' Report for 2018;

FOR/AGAINST/ABSTAIN 

5. Adoption of the Auditor's Report for 2018;

FOR/AGAINST/ABSTAIN 

6. Adoption of the Annual Report for 2018 (LSE);

FOR/AGAINST/ABSTAIN 

7. Adoption of the Auditor for audit of Standalone and IFRS Financial Statements on 2019 - recommendation of the Board of Directors to maintain the current Auditor;

FOR/AGAINST/ABSTAIN 

8. Adoption of the remuneration for the Auditor of Standalone and IFRS Financial Statements on 2019 - recommendation of the Board of Directors that the remuneration of the Auditor for 2019 is to be decided upon and approved by the Directors;

FOR/AGAINST/ABSTAIN 

9. Payment of Dividends - to approve distribution of RUB 4 476 263 981.80 as dividends for 2018, which constitutes 35% of total consolidated comprehensive income attributable to shareholders for 2018. Given that the Company has already approved in September distribution of interim dividends for the first half of 2018 in amount of RUB 1 026 425 986.25, the outstanding amount for 2018 is RUB 3 449 837 995.55.

The payment of the dividends should be executed in US dollars based on the official exchange rate established by the Central Bank of the Russian Federation on March 13, 2019, which equals to RUB 65.7674 per USD 1. Therefore the total dividend payment for the second half of 2018 will be USD 52 455 137.28. The total payout of dividends for the full year 2018 will be USD 68 595 179.52. GDRs, owned by the Company at dividend record date, shall be excluded from dividend distribution. The payment of the dividends should be gross.

FOR/AGAINST/ABSTAIN 

10. Remuneration of Directors - to be made to the directors and in accordance to the Company's Articles of Association - the recommendation of the Board of Directors that the remuneration is to be decided upon and approved by the Board;

FOR/AGAINST/ABSTAIN 

11. Re-Election of the Board of Directors;

FOR/AGAINST/ABSTAIN 

12. Amendments to the Articles of Association - recommendation of the Board of Directors that the proposed changes are approved and adopted

FOR/AGAINST/ABSTAIN 

13. Any other matters proposed by the Directors at the Board of Directors' Meeting.

UP TO THE DISCRETION OF MY PROXY