Notice of AGM

AGENDA OF ROS AGRO PLC ANNUAL GENERAL MEETING

Annual General Meeting of ROS AGRO PLC (hereinafter referred to as the Company) will be held on 30th May 2014 at the Company's registered office at 12:00.

Ros Agro Plc Registered Office:

12 Mykinon Street

Lavinia Court, 6th floor

1065 Nicosia, Cyprus

Agenda of the Annual General Meeting of the Company

1. Adoption of the annual Standalone Financial Statements for 2013; 

2. Adoption of IFRS Financial Statements for 2013;

3. Adoption of the Directors' Report for 2013;

4. Adoption of the Auditor's Report for 2013;

5. Adoption of the Annual Report for 2013 (LSE);

6. Adoption of the Auditor for audit of Standalone and IFRS Financial Statements on 2014 - recommendation of the Board of Directors to maintain the current Auditor for the financial year 2014;

7. Adoption of the remuneration for the Auditor of Standalone and IFRS Financial Statements on 2014 - recommendation of the Board of Directors that the remuneration of the Auditor for 2014 is to be decided upon and approved by the Directors;

8.  Payment of dividends - recommendation of the Board is to pay dividends in the amount RUR 1,000,000,000 (one billion);

9. Re-election of the current Board of Directors - recommendation of the Board of Directors is to re-elect Mr. Richard Andrew Smyth, Mr. Anastasios Televantides, Mr. Maxim Basov, Ms. Natalia Bykovskaya and Ms. Ganna Khomenko as Directors of the Company;

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. Amendments to the Company's Articles of Association - the recommendation of the board is that the proposed amendments, attached hereto as Schedule A, are approved and adopted;

12. Any other item.

SCHEDULE A

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

To amend the Articles of Association as follow:

1. To insert the new provision:

50 (1).Notwithstanding any other provisions of the Articles to the contrary, the following matters shall be considered as the "Members Reserved Matters": any sale and/or disposal and/or pledge, of whole or part, of any participating interest held in the Company's subsidiaries.

2. To amend the article 107 and set forth it as follow:

107. Subject to the prior approval of the Company by ordinary resolution, the Directors may entrust and confer upon a managing Director any of the powers exercisable by them, upon such terms and conditions and with such restrictions as they may think fit, and either collaterally with or the exclusion of their own powers, and may, from time to time revoke, withdraw, alter or vary all or any of such powers. Notwithstanding the above or any other provision of these Articles, but subject to the exemption of Reserved Matters in these Articles, each managing Director of the Company shall be entitled, acting alone and without requirement for prior or subsequent approval of the Board of Directors or the members of the Company, to negotiate, conclude, sign and implement any single deal, engagement, arrangement or agreement which shall not involve expenditure by the Company in excess of EUR 10,000.

3. To insert a new provision:

84 (2)Notwithstanding any other provisions of the Articles to the contrary, the following matters shall be considered as the "Board of Directors Reserved Matters":

(i) make any investment in shares, stock, securities or other investment other than in the Company's subsidiaries;

(ii) creation, establishment, acquisition or ownership of any interest in any new body corporate, partnership, undertaking or other business;

(iii) preparation, approval and monitoring, through a compliance officer, if needed, the application of the Code of Conduct on insider information and Code of Business Conduct and Ethics, adopted by all employees of the Company's subsidiaries;

(iv) any liquidation, dissolution or winding up of the Company's subsidiaries. This decision can be made by not less than four (4) directors;

(v) any acquisitions of additional participating interest held in the Company's subsidiaries. This decision can be made by not less than four (4) directors.