ROS AGRO PLC
(the "Company")
MINUTES OF THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS HELD IN ACCORDANCE WITH THE COMPANY'S ARTICLES OF ASSOCIATION AT THE COMPANY'S REGISTERED OFFICE ON 31ST MARCH 2023 AT 10:00 A.M.
Present:
Fiduciana Nominees (Cyprus) Limited - represented by Ms. Ganna Khomenko - Shareholder
Fiduciana Trustees (Cyprus) Limited - represented by Ms. Ganna Khomenko - Shareholder
Fiduciana Directors Limited - represented by Ms. Ganna Khomenko - Shareholder
Fiduciana Management Limited - represented by Ms. Ganna Khomenko - Shareholder
Mr. Maksim Basov - represented by Ms. Ganna Khomenko by proxy - Shareholder
BNY (Nominees) Limited - represented by Ms. Maro Evi Koulla Griva by proxy - Shareholder
LLC ZIRKON-HOLDING - represented by Ms. Maro Evi Koulla Griva by proxy - Shareholder
Absent:
Granada Capital CY Limited - Shareholder
1. Chairperson
IT WAS RESOLVED that Ms. Maro Evi Koulla Griva, representing the majority of shareholders, be appointed as Chairperson of the Meeting. IT WAS NOTED that a quorum was present and that the Meeting was duly constituted in accordance with the Company's Articles of Association.
The chairman stated that the purpose for convening this Annual General Meeting is to approve or reject the following items as circulated on the Notice dated 3rd March 2023:
1. Adoption of the annual Standalone Financial Statements for 2022.
2. Adoption of IFRS Financial Statements for 2022.
3. Adoption of the Directors' Report for 2022.
4. Adoption of the Auditor's Report for 2022.
5. Adoption of the Annual Report for 2022 (LSE).
6. Appointment of the Auditor for the audit of Standalone and IFRS Financial Statements for the year 2023 - recommendation of the Board of Directors to maintain the current Auditor.
7. Remuneration of the Auditor - recommendation of the Board of Directors that the remuneration of the Auditor for the year 2023 is to be decided upon and approved by the Directors.
8. Payment of Dividends - recommendation of the Board of Directors is not to distribute the Company's profits as dividends for 2022.
9. Remuneration of Directors - the remuneration of the Directors is to be decided upon and approved by the Board of Directors.
10. Election of the Board of Directors in the following composition:
Mr. Sergei Koltunov;
Ms. Ganna Khomenko;
Ms. Maria Egorova;
Mr. Alexey Smagin; and
Mr. Rafik Magzhanov
11. Election of the members of the Audit committee for 2023 in the following composition:
Ms Ganna Khomenko;
Ms. Maria Egorova;
Mr. Alexey Smagin
12. Additional powers of the Board of Directors - recommendation of the Board of Directors that the contractual relations with depositary shall be vested upon the Board of Directors including but not limited, conclusion, amendment, termination, replacement, removal, assignment or novation of contracts, termination of relationship, amendment of terms and conditions of cooperation, amendments to the GDR programs and listing, change of depository and other items.
13. Any other matters proposed by the Directors;
After due consideration, the shareholders voted what is in the best interest of the Company and have by a majority of votes, resolved as follows:
2. Resolutions
IT WAS UNANIMOUSLY RESOLVED AS FOLLOWS:
1. That the Annual Standalone Financial Statements for 2022 are approved and adopted.
2. That the IFRS Financial Statements for 2022 are approved and adopted.
3. That the Directors' Report for 2022 is approved and adopted.
4. That the Auditor's Report for 2022 is approved and adopted.
5. That the Annual Report for 2022 (LSE) is approved and adopted.
6. That the current Auditor is maintained for the financial year 2023.
7. That the remuneration of the Auditor is to be decided upon by the Board of Directors.
8. Payment of Dividends - not to distribute profit to shareholders as dividends for 2022.
9. That the remuneration of the Directors is to be decided upon and approved by the Board of Directors.
10. That the Board of Directors is elected in the following composition, for the next financial year, effective as from the closing of this Meeting:
Mr. Sergei Koltunov;
Ms. Ganna Khomenko;
Ms. Maria Egorova;
Mr. Alexey Smagin; and
Mr. Rafik Magzhanov
11. That the members of the Audit committee for 2023 for the next financial year, effective as from the closing of this Meeting, is elected in the following composition:
Ms Ganna Khomenko;
Ms. Maria Egorova;
Mr. Alexey Smagin
12. Additional powers of the Board of Directors - recommendation of the Board of Directors that the contractual relations with depositary shall be vested upon the Board of Directors including but not limited, conclusion, amendment, termination, replacement, removal, assignment or novation of contracts, termination of relationship, amendment of terms and conditions of cooperation, amendments to the GDR programs and listing, change of depository and other items.
3. Termination
There being no other business to transact the Chairperson declared the Meeting closed.
Signed:
……………………………….. ...............................................
Maro Evi Koulla Griva Ganna Khomenko
Chairperson For and on behalf of:
For and on behalf of: Fiduciana Nominees (Cyprus) Limited
BNY (Nominees) Limited by Proxy Fiduciana Management Limited
LLC ZIRKON-HOLDING by Proxy Fiduciana Trustees (Cyprus) Limited
Fiduciana Directors Limited
Mr. Maksim Basov by Proxy
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