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 17 April 2020 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: 11^th March 2020

Ros Agro Plc,

Registered Office:

25 Aphrodite Street, 3^rd 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 16 of April 2020 to:

Ros Agro Plc,

Registered Office:

25 Aphrodite Street, 3^rd floor

office 300, 1060 Nicosia, Cyprus

Fax: +357 22766022

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

                        Each person entitled to attend the Meeting may appoint a Proxy to represent them in the Meeting in a form attached to this Notice as Appendix B.

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 17 April 2020; 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.   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 17^th April 2020

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 2019; 

3.   Adoption of IFRS Financial Statements for 2019;

4.   Adoption of the Directors' Report for 2019;

5.   Adoption of the Auditor's Report for 2019;

6.   Adoption of the Annual Report for 2019 (LSE);

7.   Adoption of the Auditor for audit of Standalone and IFRS Financial Statements on 2020 - 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 2020 - recommendation of the Board of Directors that the remuneration of the Auditor for 2020 is to be decided upon and approved by the Directors;

9.   Payment of Dividends - to approve distribution of RUB 4 533 124 875.56 as dividends for 2019, which constitutes 47% of total consolidated comprehensive income attributable to shareholders for 2019. Given that the Company has already approved and paid interim dividends for the year ending as of 31.12.2019 in amount of RUB 1 683 841 245.27, the outstanding amount for 2019 is RUB 2 849 283 630.29.

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 6 March 2020, which equals to RUB 66.1854 per USD 1. Therefore, the total outstanding dividend payment for the year ending as of 31.12.2019 will be USD 43 050 032.64. The total payout of dividends for the full year 2019 will be USD 68 605 099.52. The Company owns 2,135,313 of its own GDRs (5 GDRs represent 1 share), which will be excluded from dividend distribution; considering that, the Company will pay USD 1.60 (gross) per share or USD 0.32 (gross) per GDR.

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

SCHEDULE B

Notice of attendance

ANNUAL general meeting 17^th of aPRIL 2020 of ros agro plc

Notice of your attendance at the Annual General Meeting of ROS AGRO PLC on 17^th of April 2020 can be given using this notice. The notice should be sent to ROS AGRO PLC so that it is received by the company by 16^th of April 2020.

Address:

Ros Agro Plc,

Registered Office:

25 Aphrodite Street, 3^rd 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 16^th of April 2020.

The undersigned will attend the Annual General Meeting of ROS AGRO PLC on 17^th of April 2020 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 17^th of April 2020, 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 2019; 

FOR/AGAINST/ABSTAIN 

3.   Adoption of IFRS Financial Statements for 2019;

FOR/AGAINST/ABSTAIN 

4.   Adoption of the Directors' Report for 2019;

FOR/AGAINST/ABSTAIN 

5.   Adoption of the Auditor's Report for 2019;

FOR/AGAINST/ABSTAIN 

6.   Adoption of the Annual Report for 2019 (LSE);

FOR/AGAINST/ABSTAIN 

7.   Adoption of the Auditor for audit of Standalone and IFRS Financial Statements on 2020 - 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 2020 - recommendation of the Board of Directors that the remuneration of the Auditor for 2020 is to be decided upon and approved by the Directors;

FOR/AGAINST/ABSTAIN 

9.   Payment of Dividends - to approve distribution of RUB 4 533 124 875.56 as dividends for 2019, which constitutes 47% of total consolidated comprehensive income attributable to shareholders for 2019. Given that the Company has already approved and paid interim dividends for the year ending as of 31.12.2019 in amount of RUB 1 683 841 245.27, the outstanding amount for 2019 is RUB 2 849 283 630.29.

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 6 March 2020, which equals to RUB 66.1854 per USD 1. Therefore, the total outstanding dividend payment for the year ending as of 31.12.2019 will be USD 43 050 032.64. The total payout of dividends for the full year 2019 will be USD 68 605 099.52. The Company owns 2,135,313 of its own GDRs (5 GDRs represent 1 share), which will be excluded from dividend distribution; considering that, the Company will pay USD 1.60 (gross) per share or USD 0.32 (gross) per GDR.

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

UP TO THE DISCRETION OF MY PROXY