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 18 September 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: 20 August 2020

Ros Agro Plc,

Registered Office:

25 Aphrodite Street, 3rd 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 17 of September 2020 to:

Ros Agro Plc,

Registered Office:

25 Aphrodite Street, 3rd floor

office 300, 1060 Nicosia, Cyprus

Fax: +357 22766022

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

                        Proxy may, if desirable, be given to Ganna Khomenko 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 18 September 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 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 18^th of September 2020

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.

PROPOSED ORDINARY RESOLUTION No. 1

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

2.   Payment of interim dividends for the year ending as of 31.12.2020

PROPOSED ORDINARY RESOLUTION No. 2

to approve distribution of USD 25 560 956.88 as interim dividend payment for the year ending as of 31.12.2020. 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 the date of payment.

Considering that the Company owns 2,135,313 of its own GDRs (5 GDRs represent 1 share), which will be excluded from dividend distribution, the Company will pay USD 0.95 (gross) per share or USD 0.19 (gross) per GDR.

SCHEDULE B

Notice of attendance

EXTRAORDINARY general meeting 18^th of September 2020 of ros agro plc

Notice of your attendance at the Extraordinary General Meeting of ROS AGRO PLC on 18^th of September 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 17^th of September 2020.

Address:

Ros Agro Plc,

Registered Office:

25 Aphrodite Street, 3rd 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 17^th of September 2020.

The undersigned will attend the Extraordinary General Meeting of ROS AGRO PLC on 18^th of September 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 18^th of September 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 Extraordinary General Meeting;

FOR/AGAINST/ABSTAIN 

2.   Payment of interim dividends for the year ending as of 31.12.2020 - to approve distribution of USD 25 560 956.88 as interim dividend payment for the year ending as of 31.12.2020. 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 the date of payment.

Considering that the Company owns 2,135,313 of its own GDRs (5 GDRs represent 1 share), which will be excluded from dividend distribution, the Company will pay USD 0.95 (gross) per share or USD 0.19 (gross) per GDR.

FOR/AGAINST/ABSTAIN 

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

UP TO THE DISCRETION OF MY PROXY