AGM Statement

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 13TH APRIL 2017 AT 12:00 A.M.

Present:

Ros Agro PLC - represented by Ms. Maro Evi Koulla Griva by proxy - Chairman

Fiduciana Nominees (Cyprus) Limited - represented by Ms. Karolyna Artemi - Shareholder

Fiduciana Trustees (Cyprus) Limited - represented by Ms. Karolyna Artemi - Shareholder

Fiduciana Directors Limited - represented by Ms. Karolyna Artemi - Shareholder

Fiduciana Management Limited - represented by Ms. Ganna Khomenko - Shareholder

BNY (Nominees) Limited - represented by Ms. Ganna Khomenko by proxy - Shareholder

Granada Capital Cy Limited - represented by Ms. Ganna Khomenko by proxy - 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 17th of March 2017 and attached to this Resolution:

1. Adoption of the annual Standalone Financial Statements for 2016; 

2. Adoption of IFRS Financial Statements for 2016;

3. Adoption of the Directors' Report for 2016;

4. Adoption of the Auditor's Report for 2016;

5. Adoption of the Annual Report for 2016 (LSE);

6. Adoption of the Auditor for audit of Standalone and IFRS Financial Statements on 2017;

7. Adoption of the remuneration for the Auditor of Standalone and IFRS Financial Statements on 2017;

8. Payment of Dividends;

9. Remuneration of Directors

10. Election of the Board of Directors;

11. Any other matters;

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 UNANIMOUSLY RESOLVED AS FOLLOWS:

1. That the Annual Standalone Financial Statements for 2016 are approved and adopted.

2. That the IFRS Financial Statements for 2016 are approved and adopted.

3. That the Directors' Report for 2016 is approved and adopted.

4. That the Auditor's Report for 2016 is approved and adopted.

5. That the Annual Report for 2016 (LSE) is approved and adopted.

6. That the current Auditor is maintained for the financial year 2017.

7. That the remuneration of the Auditor is to be decided upon by the Board of Directors.

8. That a distribution and payment of dividends in the amount of 48% of net income for the 2016, with a total pay-out 6 623 689 109.54 Roubles. Given that the Company has already paid interim dividends for the first half of 2016, with a total pay-out 2 004 335 611.30 Roubles, the distributed amount is 4 619 353 498.24 Roubles or 78 006 692.26 USD. Given that the Company owns 2 172 368 of its own GDRs (5 GDRs represent 1 share), which will be excluded from dividend distribution, the dividend for payment will be equal to 171.75 Roubles or USD 2.90 (gross) Rubles per ordinary share or 34.35 Roubles or USD 0.58 (gross) per GDR. The payment of the dividends will be made in US dollars, based on the official foreign exchange rate established by the Central Bank of the Russian Federation on March 13, 2017, which is 59.2174.

9. That the remuneration of the Directors is to be decided upon and approved by the Board of Directors.

10. That the current Board of Directors is re-elected for the next financial year effective as from the closing of this Meeting.

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 Management Limited

Ros Agro Plc by Proxy Granada Capital Cy Limited by proxy

BNY (Nominees) Limited by proxy

………………………………..

Karolyna Artemi

For and on behalf of:

Fiduciana Nominees (Cyprus) Limited

Fiduciana Trustees (Cyprus) Limited 

Fiduciana Directors Limited