http://www.rns-pdf.londonstockexchange.com/rns/3021H_1-2022-4-5.pdf

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 1^ST APRIL 2022 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

RIGPA LIMITED - represented by Ms. Maro Evi Koulla Griva by proxy                            - Shareholder

BNY (Nominees) Limited - represented by Ms. Maro Evi Koulla Griva by proxy              - Shareholder

Mr. Yury Zhuravlev - represented by Ms. Ganna Khomenko                                             - Shareholder

Absent:

Granada Capital CY Limited - represented by Ms. Tatiana Gurina                                   - 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 10^th March 2022:

1.     Adoption of the annual Standalone Financial Statements for 2021; 

2.     Adoption of IFRS Financial Statements for 2021;

3.     Adoption of the Directors' Report for 2021;

4.     Adoption of the Auditor's Report for 2021;

5.     Adoption of the Annual Report for 2021 (LSE);

6.              Adoption  of the Auditor for audit of Standalone and IFRS Financial Statements on 2022;

7.              Adoption of the remuneration for the Auditor of Standalone and IFRS Financial Statements on 2022;

8.              Payment of Dividends;

9.              Remuneration of Directors;

10.   Election of the Board of Directors;

11.   Powers of Directors;

12.   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 RESOLVED by all shareholders, except Granada Capital Cyprus Limited, AS FOLLOWS:

1.   That the Annual Standalone Financial Statements for 2021 are approved and adopted.

2.   That the IFRS Financial Statements for 2021 are approved and adopted.

3.   That the Directors' Report for 2021 is approved and adopted.

4.   That the Auditor's Report for 2021 is approved and adopted.

5.   That the Annual Report for 2021 (LSE) is approved and adopted.

6.   That the current Auditor is maintained for the financial year 2022.

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 2021 (apart from the part already paid as interim dividends for the year ending as of 31.12.2021 in the amount of USD 119,732,903.28).

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:

Mrs. Ganna Khomenko;

Mr. Maxim Basov;

Mrs. Tatiana Gurina;

Mr. Konstantinos Konstantinidis; and

Mrs. Andri Koumourou.

11.  Powers of Directors - to grant the Directors the powers to decide on the amount of shares of JSC Rusagro Group for public offering as result of its transformation into a public company;

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          

RIGPA LIMITED by Proxy                                                  Fiduciana Trustees (Cyprus) Limited

                                                                                             Fiduciana Directors Limited          

                                                                                       Mr. Yury Zhuravlev by Proxy