ROSS GROUP PLC

AGM Information • Jun 14, 2022

National Storage Mechanism | Additional information

RNS Number : 7775O

Ros Agro PLC

14 June 2022

ROS AGRO PLC

(the "Company")

MINUTES OF THE EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS HELD IN ACCORDANCE WITH THE COMPANY'S ARTICLES OF ASSOCIATION AT THE COMPANY'S REGISTERED OFFICE ON 10 JUNE 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

Mr. Maxim Basov - represented by Ms. Ganna Khomenko                                                 - 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                                                                                              - Shareholder

1.         Appointment of Chairperson of the Extraordinary General Meeting

It is proposed that Ms. Maro Evi Koulla Griva as proxy of Mr. Maxim Basov be appointed as Chairperson of the Meeting.

ORDINARY RESOLUTION No. 1

THAT Ms. Maro Evi Koulla Griva as proxy of Mr. Maxim Basov be appointed as Chairperson of the Meeting.

2.         Election of Board of Directors

It is proposed to approve the election of the Board of Directors in the following composition:

Ms Ganna Khomenko;

Mr. Maxim Basov;

Mr. Konstantinos Konstantinidis;

Mrs. Androulla Koumourou; and

Mr. Yury Zhuravlev

IT WAS RESOLVED AS FOLLOWS:

ORDINARY RESOLUTION No. 2

THAT the election of the Board of Directors in the following composition be approved:

Ms Ganna Khomenko;

Mr. Maxim Basov;

Mr. Konstantinos Konstantinidis;

Mrs. Androulla Koumourou; and

Mr. Yury Zhuravlev.

3.   GDRs listing

The Company's global depositary receipts (ISIN: US7496552057, "GDR") issued from time to time against the deposit of ordinary shares with the Bank of New York Mellon (the ''Depositary'') are currently admitted to the Official List maintained by the Financial Conduct Authority (UK) and admitted to trading on the London Stock Exchange (LSE).

It is proposed that the Company may proceed with any of the following as may be decided:

1)   to extend or change list of venues where GDRs are listed at and admitted to trading, if the Board of the Company considers it necessary or reasonable; and (or)

2)   to cancel listing at and (or) admission of GDRs to LSE; and (or)

3)   to obtain listing at and admission to trading of its GDRs on any other stock exchange

IT WAS RESOLVED AS FOLLOWS:

ORDINARY RESOLUTION No. 3

THAT each and any of the following actions are hereby approved and may be executed by the Board at its own discretion (if the Board deems it necessary or reasonable on whichever basis): (1) cancelation of Company's GDRs listing and admission to trading on LSE, and (or) (2) obtaining of listing at and admission to trading of the GDRs on any other internationally recognised stock exchange.

The Board is hereby authorized to perform and execute all the actions and documents as may be required or recommended at Board own discretion to execute all or any of contemplated transactions, including change of the main trading venue to which Company's GDRs are admitted, as well as determine to which authority(ies) and /or stock exchange(s) the Company shall apply for admission for listing at and/or trading of its GDRs.

This resolution shall be effective until 31 December 2024.

4.         Termination

There being no business to transact the Chairperson declared the Meeting closed at 10:30 a.m.

Signed:

………………………………                                                         ………………………………..

Maro Evi Koulla Griva                                                                    Ganna Khomenko

Chairperson by proxy from Mr. Maxim Basov                           For and on behalf of:

For and on behalf of:                                                                      Fiduciana Nominees (Cyprus) Limited

BNY (Nominees) Limited by Proxy                                             Fiduciana Trustees (Cyprus) Limited

Fiduciana Directors Limited

Fiduciana Management Limited

Mr. Yury Zhuravlev

Mr. Maxim Basov

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