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 22ND MAY 2015 AT 10:00 A.M.

Present:

Fiduciana Nominees (Cyprus) Limited - represented by Ms. Maro Griva

Fiduciana Trustees (Cyprus) Limited - represented by Ms. Maro Griva

Fiduciana Directors Limited - represented by Ms. Ganna Khomenko

Fiduciana Management Limited- represented by Ms. Ganna Khomenko

Maxim Basov - represented by Ms. Ganna Khomenko by proxy

BNY (Nominees) Limited - represented by Ms. Georgia Salameh by proxy

Shiny Property Limited- represented by Ms. Ganna Khomenko by proxy

1. Chairperson

IT WAS RESOLVED that Ms. Ganna Khomenko, 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 20th April 2015 and attached to this Resolution:

1. Adoption of the annual Standalone Financial Statements for 2014; 

2. Adoption of IFRS Financial Statements for 2014;

3. Adoption of the Directors' Report for 2014;

4. Adoption of the Auditor's Report for 2014;

5. Adoption of the Annual Report for 2014 (LSE);

6. Adoption of the Auditor for audit of Standalone and IFRS Financial Statements on 2015;

7. Adoption of the remuneration for the Auditor of Standalone and IFRS Financial Statements on 2015;

8. Payment of dividends;

9. Remuneration of Directors;

10. Amendments to the Company's Articles of Association;

11. Election of the Board of Directors;

12. Any other item.

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 2014 are approved and adopted.

2. That the IFRS Financial Statements for 2014 are approved and adopted.

3. That the Directors' Report for 2014 is approved and adopted.

4. That the Auditor's Report for 2014 is approved and adopted.

5. That the Annual Report for 2014 (LSE) is approved and adopted.

6. That the current Auditor is maintained for the financial year 2015.

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

8. A total pay-out of dividends for the year 2014 is 5 063 256 112.61 Russian Roubles. Given the Company has already paid interim dividends for the first half of 2014, with a total pay-out 2 000 029 236.96 Russian Roubles, the distributed amount is 3 063 226 875.65 RUR (or 55 360 055.44 USD). Given the Company owns 2 212 648 of its own GDRs (5 GDRs represent 1 share), which will be excluded from dividend distribution, the dividend will be 130.03 Rubles or 2.35 USD (gross) per ordinary share or 26.01 Rubles or 0.47 USD (gross) per GDR. The payment date will be make not late then June, 05, 2015. 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 April 08, 2015.

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

10. That the proposed amendments to the Company's Articles of Association as set out below are hereby approved.

1. To amend Article 80 and set forth as follows:

Article 80. Any Directors shall be entitled to remuneration which shall, from time to time, be determined by the Company in general meeting. Such remuneration shall be deemed to accrue from day to day. The Directors may also be paid all travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Directors or any committee of the Directors or general meetings of the Company or in connection with the business of the Company.

2. To amend Article 98 and set forth as follow:

Article 98. The Directors may elect a chairman of the Board, and determine the period for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting.

11. After due consideration the shareholders resolved that it is in the best interest of the Company to approve and accept the nomination of Mr. Vadim Moshkovich as a Director to the Company's Board, in lieu of the departure of Ms. Natalia Alexeevna Bykovskaya.

It is to be noted that the Company Directors, Ganna Khomenko, Richard Smyth, Maxim Basov and Anastasios Televantides have considered, approved and nominated the appointment of Mr. Vadim Moshkovich as an additional Directors to the Board of the Company.

3. Termination

There being no other business to transact the Chairperson declared the Meeting closed.

Signed:

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

Ganna Khomenko Maro Griva

Chairperson For and on behalf of:

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

Fiduciana Directors Limited Fiduciana Trustees (Cyprus) Limited

Fiduciana Management Limited

Maxim Basov by Proxy

Shiny Property Limited by Proxy

………………………………..

Georgia Salameh

For and on behalf of:

BNY (Nominees) Limited by Proxy