Notice of AGM

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 13th April, 2017 at 10:00 a.m. (Cyprus time) to transact the business on the agenda outlined within Schedule A attached hereto.

BY ORDER OF THE BOARD

For and on behalf of

Ros Agro Plc

………………………………………..

Fiduciana Secretaries Limited

Secretary

Date: 17th March 2017

Ros Agro Plc,

Registered Office:

8 Mykinon Street

1065 Nicosia, Cyprus

Fax: +357 22460890

E-mail: [email protected]

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 12th April 2017 at 10:00 a.m. (Cyprus time) to:

Ros Agro Plc,

Registered Office:

8 Mykinon Street

Lavinia Court, 6th floor

1065 Nicosia, Cyprus

Fax: +357 22460890

E-mail: [email protected]

Proxy may, if desirable, be given to Ganna Khomenko and a proxy need not be a shareholder of ROS AGRO PLC.

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 14 April 2017; 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 Ganna Khomenko at [email protected]

SCHEDULE A

ROS AGRO PLC

Agenda - Annual General Meeting

Nicosia, Cyprus 13th April, 2017

1. Appointment of Chairperson of the Annual General Meeting - it is proposed that Mr. Maxim Basov (or his Proxy) be appointed as chairperson of the meeting;

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

3. Adoption of IFRS Financial Statements for 2016;

4. Adoption of the Directors' Report for 2016;

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

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

7. Adoption of the Auditor for audit of Standalone and IFRS Financial Statements on 2017 - recommendation of the Board of Directors to maintain the current Auditor;

8. Adoption of the remuneration for the Auditor of Standalone and IFRS Financial Statements on 2017 - recommendation of the Board of Directors that the remuneration of the Auditor for 2017 is to be decided upon and approved by the Directors;

9. Payment of Dividends - the Board of Directors unanimously approves the adjusted distribution figures and recommends that to pay 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.

10. Remuneration of Directors - to be made to the directors and in accordance to the Company's Articles of Association - the recommendation of the Board of Directors that the remuneration is to be decided upon and approved by the Board

11. Re-Election of the Board of Directors;

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

SCHEDULE B

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 vote for us/me and on our/my behalf at the Annual General Meeting of the Company, to be held on the 13th day of April, 2017, 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 2016; 

FOR/AGAINST/ABSTAIN 

3. Adoption of IFRS Financial Statements for 2016;

FOR/AGAINST/ABSTAIN 

4. Adoption of the Directors' Report for 2016;

FOR/AGAINST/ABSTAIN 

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

FOR/AGAINST/ABSTAIN 

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

FOR/AGAINST/ABSTAIN 

7. Adoption of the Auditor for audit of Standalone and IFRS Financial Statements on 2017 - recommendation of the Board of Directors to maintain the current Auditor;

FOR/AGAINST/ABSTAIN 

8. Adoption of the remuneration for the Auditor of Standalone and IFRS Financial Statements on 2017 - recommendation of the Board of Directors that the remuneration of the Auditor for 2017 is to be decided upon and approved by the Directors;

FOR/AGAINST/ABSTAIN 

9. Payment of Dividends - the Board of Directors unanimously approves the adjusted distribution figures and recommends that to pay 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.

FOR/AGAINST/ABSTAIN 

10. Remuneration of Directors - to be made to the directors and in accordance to the Company's Articles of Association - the recommendation of the Board of Directors that the remuneration is to be decided upon and approved by the Board;

FOR/AGAINST/ABSTAIN 

11. Re-Election of the Board of Directors;

FOR/AGAINST/ABSTAIN 

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

UP TO THE DISCRETION OF MY PROXY