Notice of AGM

Ros Agro PLC

19 March 2024

 

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 29^th of March 2024 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: 01^st March 2024

Ros Agro Plc,

Registered Office:

25 Aphrodite Street, 3^rd floor

office 300, 1060 Nicosia, Cyprus

Fax: [phone]

E-mail: [e-mail]

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 29^th of March 2024 to:

Ros Agro Plc,

Registered Office:

25 Aphrodite Street, 3^rd floor

office 300, 1060 Nicosia, Cyprus

Fax: [phone]

E-mail: [e-mail]

                   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 29^th of March 2024; 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 [e-mail]

SCHEDULE A

ROS AGRO PLC

Agenda - Annual General Meeting

Nicosia, Cyprus 29^th of March 2024

1.   Appointment of Chairperson of the Annual General Meeting.

2.   Adoption of the annual Standalone Financial Statements for 2023.

3.   Adoption of IFRS Financial Statements for 2023.

4.   Adoption of the Directors' Report for 2023.

5.   Adoption of the Auditor's Report for 2023.

6.   Adoption of the Annual Report for 2023 (LSE).

7.   Appointment of the Auditor for the audit of Standalone and IFRS Financial Statements for the year 2024 - recommendation of the Board of Directors to maintain the current Auditor.

8.   Remuneration of the Auditor - recommendation of the Board of Directors that the remuneration of the Auditor for the year 2024 is to be decided upon and approved by the Directors.

9.   Payment of Dividends - recommendation of the Board of Directors is not to distribute the Company's profits as dividends for 2023.

10.   Remuneration of Directors - the remuneration of the Directors is to be decided upon and approved by the Board of Directors.

11.    Election of the Board of Directors in the following composition:

Mr. Sergei Koltunov;

Ms. Axana Mansourian;

Ms. Maria Egorova;

Mr. Alexey Smagin; and

Mr. Timur Lipatov

12.  Election of the members of the Audit committee for 2024 in the following composition:

Ms. Axana Mansourian

Ms. Maria Egorova;

Mr. Alexey Smagin

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

SCHEDULE B

Notice of attendance

ANNUAL general meeting 29^TH of March 2024 of ros agro plc

Notice of your attendance at the Annual General Meeting of ROS AGRO PLC on 29^th of March 2024 can be given using this notice. The notice should be sent to ROS AGRO PLC so that it is received by the company by 29^th of March 2024.

Address:

Ros Agro Plc,

Registered Office:

25 Aphrodite Street, 3^rd floor

office 300, 1060 Nicosia, Cyprus

Fax: [phone]

E-mail: [e-mail]

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 29^th of March 2024.

The undersigned will attend the Annual General Meeting of ROS AGRO PLC on 29^th of March 2024 and (please tick):

	Vote for my/our shares
	Vote for shares pursuant to the enclosed proxy(ies)

Number of shares: ______________________________________________________

The name and address of the shareholder:

(please use capital letters)

_________	___________________	_____________________________
Date	place	signature of the shareholder*

*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 29^th of March 2024, 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 2023.

FOR/AGAINST/ABSTAIN

3.       Adoption of IFRS Financial Statements for 2023.

FOR/AGAINST/ABSTAIN

4.       Adoption of the Directors' Report for 2023.

FOR/AGAINST/ABSTAIN

5.    Adoption of the Auditor's Report for 2023.

FOR/AGAINST/ABSTAIN

6.    Adoption of the Annual Report for 2023 (LSE).

FOR/AGAINST/ABSTAIN

7.    Appointment of the Auditor for the audit of Standalone and IFRS Financial Statements for the year 2024 in accordance with the recommendation of the Board of Directors.

FOR/AGAINST/ABSTAIN

8.    Remuneration of the Auditor in accordance with the recommendation of the Board of Directors.

FOR/AGAINST/ABSTAIN

9.    Payment of Dividends: recommendation of the Board of Directors is not to distribute the Company's profits as dividends for 2023.

FOR/AGAINST/ABSTAIN

10.   Remuneration of Directors - the remuneration of the Directors is to be decided upon and approved by the Board of Directors.

FOR/AGAINST/ABSTAIN

11.          Election of the Board of Directors in the following composition:

Mr. Sergei Koltunov;

Ms. Axana Mansourian;

Ms. Maria Egorova;

Mr. Alexey Smagin; and

Mr. Timur Lipatov

FOR/AGAINST/ABSTAIN

12.          Election of the members of the Audit committee for 2024 in the following composition:

Ms. Axana Mansourian

Ms. Maria Egorova;

Mr. Alexey Smagin

FOR/AGAINST/ABSTAIN

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

UP TO THE DISCRETION OF MY PROXY

 

END