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 23 September 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: 25 August 2016

Ros Agro Plc,

Registered Office:

8 Mykinon Street

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 22nd of September 2016 to:

Ros Agro Plc,

Registered Office:

8 Mykinon Street

1065 Nicosia, Cyprus

Fax: +357 22460890

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

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 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 Extraordinary General Meeting the record date shall be the 23 September 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. 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 - Extraordinary General Meeting

Nicosia, Cyprus 23 September 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.

ORDINARY RESOLUTION No. 2

1. Payment of dividends - The recommendation of the Board is to pay 2 004 335 611.30 Rubles or 30 924 423.91 USD as dividend for the 1st half of 2016. Given that the Company owns 2 212 648 of its own GDRs (5 GDRs represent 1 share), which should be excluded from dividends distribution, the dividend will be equal to 74.55 (gross) Rubles per ordinary share or 14.91 (gross) Rubles per GDR. The payment of the dividends will be executed in US dollars, based on the official exchange rate established by the Central Bank of the Russian Federation on 25 August 2016, which is 64.8140. As a result, the Company will pay USD 1.15 (gross) per share or USD 0.23 (gross) per GDR.

The dividend record date is 23 September 2016 (the ex-dividend date is 22 September 2016); the payment date is on or before 30 September 2016. 

2. Any other item.

SCHEDULE B

Notice of attendance

EXTRAORDINARY general meeting 23 September 2016 of ros agro plc

Notice of your attendance at the Extraordinary General Meeting of ROS AGRO PLC on 23 September 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 22nd of September 2016.

Address:

Ros Agro Plc,

Registered Office:

8 Mykinon Street

1065 Nicosia, Cyprus

Fax: +357 22460890

E-mail: anna.homenko@fiduciana.com 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 22nd of September 2016.

The undersigned will attend the Extraordinary General Meeting of ROS AGRO PLC on 23 September 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 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 vote for us/me and on our/my behalf at the Extraordinary General Meeting of the Company, to be held on the 23rd day of September 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. Payment of dividends - The recommendation of the Board is to pay 2 004 335 611.30 Rubles or 30 924 423.91 USD as dividend for the 1st half of 2016. Given that the Company owns 2 212 648 of its own GDRs (5 GDRs represent 1 share), which should be excluded from dividends distribution, the dividend will be equal to 74.55 (gross) Rubles per ordinary share or 14.91 (gross) Rubles per GDR. The payment of the dividends will be executed in US dollars, based on the official exchange rate established by the Central Bank of the Russian Federation on 25 August 2016, which is 64.8140. As a result, the Company will pay USD 1.15 (gross) per share or USD 0.23 (gross) per GDR.

The dividend record date is 23 September 2016 (the ex-dividend date is 22 September 2016); the payment date is on or before 30 September 2016. 

FOR/AGAINST/ABSTAIN 

3. Ratification of actions of directors of the Company.

 FOR/AGAINST/ABSTAIN