Ros Agro S Regulatory News (AGRO)

ROS AGRO PLC

NOTICE OF EXTRAORDINARY GENERAL MEETING (EGM)

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Company will be held at the Company's registered office in Nicosia, Cyprus on 8th April 2016 at 10:00 a.m. (Cyprus time) to transact the business on the agenda outlined within Schedule A attached hereto.

BY ORDER OF THE BOARD

For and on behalf of

Ros Agro Plc

………………………………………..

Fiduciana Secretaries Limited

Secretary

Date: 09 March 2016

Ros Agro Plc,

Registered Office:

12 Mykinon Street

Lavinia Court, 6th floor

1065 Nicosia, Cyprus

Fax: +357 22460890

E-mail: anna.homenko@fiduciana.com

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 7th of April 2016 at 10:00 a.m. (Cyprus time) to:

Ros Agro Plc,

Registered Office:

12 Mykinon Street

Lavinia Court, 6th floor

1065 Nicosia, Cyprus

Fax: +357 22460890

E-mail: anna.homenko@fiduciana.com

Proxy may, if desirable, be given to Georgia Salameh - Head of Corporate Department of Fiduciana Trust (Cyprus) Limited 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 24,000,000 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 Extraordinary General Meeting the record date shall be the 6th of April 2016; 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 Extraordinary General Meeting

B. Directors Report relating to proposed disapplication of pre-emption rights under item 4 of the proposed resolutions

C. Notice of attendance and proxy form

For any further clarifications or assistance please contact Georgia Salameh at georgia.salameh@fiduciana.net

SCHEDULE A

ROS AGRO PLC

Agenda - Extraordinary General Meeting

Nicosia, Cyprus 8th April 2016

1. Appointment of Chairperson of the Extraordinary General Meeting

It is proposed that Mr. Maxim Basov (or his Proxy) be appointed as chairperson of the meeting.

ORDINARY RESOLUTION No. 1

THAT Mr. Maxim Basov (or his Proxy) be appointed as chairperson of the meeting.

2. Approval of subsequent offering of shares in the form of global depositary 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.

SCHEDULE B

Directors Report relating to proposed disapplication of pre-emption rights under item 4 of the proposed resolutions

ROS AGRO PLC

In relation to proposed special majority resolution, Item 4 on the proposed resolutions of the extraordinary general meeting to be held on April, 08, 2016 (the "EGM") it is proposed as special majority resolution that the EGM will resolve the disapplication of pre-emption rights of the shareholders, with respect to the proposed increase of issued share capital of the Company by the issuance out of the available authorized share capital of the Company of up to unissued share capital or 10,000,000 new and additional shares ("New Shares") for the purpose of making of an offering of shares in the form of global depositary receipts (the "GDRs") (the "Offering").

It is noted that, if the EGM approves the proposed resolution of Item 3 of the agenda, the Board will have the power to allot and issue New Shares out of the authorized but unissued share capital (including as increased from time to time) by an amount of not more than unissued share capital or 10,000,000 New Shares at an issue price to be determined by the board of directors taking into consideration external advice by financial advisors and in any case not lower than the nominal value of the existing shares, namely €0,01 each.

The disapplication of the pre-emption rights of the shareholders regarding these New Shares is required in order to provide flexibility to the Company to strengthen its equity and/or its liquidity based on the needs of the Company and the availability of such equity and/or liquidity in the relevant market.

In connection with the proposed disapplication of pre-emption rights, the Board of Directors (the "Board") hereby proceeds with the issuance of this report in accordance with the provisions of s.60B of the Cyprus Companies Law (Cap.113). From the experience of the Board and as it has been emphasized to the Board by the consultants engaged by the Company at different occasions, it is important that the Company has the ability to act quickly in cases where the Company needs to strengthen its equity and/or liquidity, or otherwise to take advantage of investment and other opportunities which may occur depending on the market moves at different times and which could mean that the Company should need to proceed and issue shares, either to raise capital or to issue shares as consideration or to issue shares as consideration for the repayment of any liabilities . In addition, the Board at situations in which it could determine fit, depending on potential situations in which it may be deemed beneficial to issue shares out of the unissued authorized share capital will differ, and it is difficult to predict all the various factors which may be relevant when determining the correct issue share price in connection with any particular issue of New Shares, the Board proposes that the subscription price in any share issues resolved by the Board using the unissued authorized share capital, is left to the discretion of the Board, but in any event it shall not be less than the nominal value of the existing shares of the Company, namely €0,01 each. The Board may at each given time, when determining the subscription price in a potential New Share issue, take external advice from financial advisors and will take into consideration the best interests of all the shareholders and debenture holders of the Company as a whole when issuing the New Shares.

Based on the above it is proposed that the existing shareholders' preferential rights to subscribe for New Shares pursuant to Section 60B of the Companies Law, Cap 113 are waived and dis-applied for the shares authorized in the proposed special majority resolution Item 4 of the EGM's agenda, and that all New Shares which may be issued by the Board pursuant to these resolutions shall be subscribed for by those investors to which the Board chooses to direct any issue of New Shares.

SCHEDULE C

Notice of attendance - EXTRAORDINARY general meeting 8 April 2016 of ros agro plc

Notice of your attendance at the Extraordinary General Meeting of ROS AGRO PLC on 8 April 2016 can be given using this notice. The notice should be sent to ROS AGRO PLC so that it is received by the company by 7 April 2016 at 10:00 a.m. (Cyprus time).

Address:

Ros Agro Plc,

Registered Office:

12 Mykinon Street

Lavinia Court, 6th floor

1065 Nicosia, Cyprus

Fax: +357 22460890

E-mail: anna.homenko@fiduciana.com

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 7 April 2016 at 10:00 a.m. (Cyprus time).

The undersigned will attend the Extraordinary General Meeting of ROS AGRO PLC on 8 April 2016 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 authorityproxy

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 vote for us/me and on our/my behalf at the Extraordinary General Meeting of the Company, to be held on the 8th day of April 2016, 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 Extraordinary General Meeting

FOR/AGAINST/ABSTAIN 

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

FOR/AGAINST/ABSTAIN 

3. Approval of authority to the Board of Directors to allot and issue 10,000,000,shares from the unissued authorised share capital until 31 December 2016;

FOR/AGAINST/ABSTAIN 

4. Approval of disapplication of pre-emption rights.

FOR/AGAINST/ABSTAIN 

5. Ratification of actions of directors of the Company.

 FOR/AGAINST/ABSTAIN