Ros Agro S Regulatory News (AGRO)

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These materials are not for distribution, directly or indirectly, in or into the United States of America, including its territories and possessions, any State of the United States and the District of Columbia (the "United States"). These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act").The securities mentioned herein may not be offered or sold in the United States (as such term is defined in Regulation S under the Securities Act) except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of securities in the United States.

This announcement is an advertisement and is not a prospectus for the purposes of EU Directive 2003/71/EC (the "Directive") and/or Part VI of the United Kingdom Financial Services and Markets Act 2000. A final information memorandum will be prepared and made available to the public. Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the final information memorandum. The final information memorandum, when published, will be available on the website of the Company and from the offices of the Company.

ROS AGRO PLC SUCCESSFULLY COMPLETED A PRIMARY CAPITAL INCREASE OF US$250 MILLION TO SUPPORT FURTHER GROWTH

28 April 2016 - ROS AGRO PLC (LSE / MOEX: AGRO) (the "Company", and, together with its subsidiaries, the "Group" or "Rusagro"), a leading Russian vertically integrated diversified food producer, is pleased to announce the successful completion of a capital increase via a fully marketed offering (the "Offering") of global depositary receipts ("GDRs"), representing newly issued ordinary shares in the Company, raising approximately US$250 million to support further growth.

Results of the Offering:

§ The Company has successfully completed an equity placing of 16,666,665 GDRs via a fully marketed offering raising gross proceeds of approximately US$250 million.

§ The offer price has been set at US$15 per GDR.

§ GDRs in the aggregate value of approximately US$99.6 million have been allocated to Shiny Property Limited, the Company's controlling shareholder beneficially owned by Mr. Vadim Moshkovich. In addition, GDRs in the aggregate value of approximately US$17.5 million have been allocated to Mr. Maxim Basov, the Chief Executive Officer.

§ Following the Offering, the Company's free float is expected to be approximately 20.7%.

§ The Company, Shiny Property Limited, Mr. Vadim Moshkovich, the controlling beneficial shareholder of the Company, and Mr. Maxim Basov, Chief Executive Officer and a minority shareholder of the Company, have each agreed, subject to certain exceptions, in respect of themselves, their affiliates and each person acting on their behalf, to provide customary lock-up arrangements in relation to their respective shareholdings in the Company for a period of 180 days following the Offering.

§ Closing and settlement of the Offering is expected to take place on 5 May 2016, subject to customary closing conditions.

§ J.P. Morgan, UBS and VTB Capital are acting as Joint Global Coordinators and Joint Bookrunners in connection with the Offering.

Commenting on the announcement, Maxim Basov, Chief Executive Officer of Rusagro, said:

"Today we are very pleased to announce the successful completion of a $250 million primary capital raise to assist in the execution of our growth strategy. We have received strong demand both from existing shareholders, as well as new shareholders, which will help us to further diversify investor base, improve liquidity of our shares and support Rusagro going forward.

Since its IPO in 2011, Rusagro has developed into a leading diversified food producer with integrated operations across four business segments. We see many growth opportunities in the fragmented Russian market where we are well-positioned to act as a consolidator and acquire new assets. In terms of organic growth we have recently initiated two transformational projects, the Far East food cluster project and the greenhouse facilities construction project, which we believe will deliver significant returns in the future."

About Rusagro:

Rusagro is a leading vertically integrated diversified food producer with exposure to highly attractive market segments in Russia and the CIS. Rusagro is:

· the 3rd largest sugar producer in Russia with a share of 14% of all sugar produced in Russia during 2015 and with a share of 44% of all cube sugar produced in Russia during 2015

· the 2nd largest pork producer in Russia with a share of 6% of all pork produced in Russia during 2015

· the leading consumer margarine producer in Russia with 45% market share in 2015 and the 5th largest mayonnaise producer with a market share of 11% in 2015

· one of the largest land holders in Russia with a total land bank of approximately 594 thousand hectares currently under its control (including 90 thousand hectares of land currently being acquired from the Razgulay group)

In the year ended 31 December 2015, Rusagro's consolidated sales were RUB 72,439 million (representing 23% growth over 2014) and Adjusted EBITDA was RUB 24,423 million (representing 35% growth over 2014).

The Company's GDRs are admitted to trading on the London Stock Exchange and on the Moscow Exchange and traded under the ticker: "AGRO".

***For further information, please contact:

ROS AGRO PLC

Sergey Tribunsky

Investment Director, Director for M&A, Capital Markets and Investor RelationsTel.: +7 495 363 1661e-mail: ir@rusagrogroup.ru

DISCLAIMERS

Some of the information in these materials may contain projections or other forward-looking statements regarding future events or the future financial performance of the Group. You can identify forward looking statements by terms such as "expect", "believe", "anticipate", "estimate", "intend", "will", "could," "may" or "might", or, in each case, the negative of such terms or other similar expressions. Such statements are only predictions and actual events or results may differ materially. The Company does not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in projections or forward-looking statements of the Company, including, among others, general economic conditions, the competitive environment, risks associated with operating in the Russian Federation, rapid technological and market change in the industries the Company operates in, as well as many other risks specifically related to the Group and its operations.

Neither these materials nor any copy of it may be taken or transmitted into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada or Japan or any other jurisdiction where such an announcement would be unlawful. These materials do not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. The offer and the distribution of these materials and other information in connection with the listing and offer in certain jurisdictions may be restricted by law 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 these restrictions may constitute a violation of the securities laws of any such jurisdiction.

These materials are not for publication, distribution or release, directly or indirectly, in or into the United States (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act")). These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for any securities in the United States. The securities mentioned herein have not been, and will not be, registered under the Securities Act. The securities mentioned herein may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Company has not registered and does not intend to register any portion of any offering in the United States or to conduct a public offering of any securities in the United States.

This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom, (ii) 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") and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order and (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities of the Company or any member of its group may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents.

In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this communication is only addressed to and only directed at persons who are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State.

This communication is not a prospectus for the purposes of the Prospectus Directive and/or Part VI of the United Kingdom Financial Services and Markets Act 2000. Investors should not subscribe for or purchase any securities referred to in this communication except on the basis of information contained in a final information memorandum to be published in relation to the Offering.

This communication does not constitute a public offer or advertisement for GDRs in Russia, and is not an offer, or an invitation to make offers, to sell, purchase, exchange or otherwise transfer GDRs to any persons in Russia, except to the extent permitted under Russian law. Neither GDRs nor any information memorandum or any other document relating to them have been or will be registered with the Central Bank of Russia. Therefore, "placement" of GDRs in Russia is prohibited. GDRs are not being offered, sold or delivered in Russia or to any Russian resident except as may be permitted by Russian law.