AGM Statement

Ros Agro PLC

08 April 2024

 

        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 5^TH APRIL 2024 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

BNY (Nominees) Limited - represented by Ms. Maro Evi Koulla Griva by proxy              - Shareholder

LLC ZIRKON-HOLDING - represented by Ms. Maro Evi Koulla Griva by proxy                  - Shareholder

Absent:

Granada Capital CY Limited                                                                                         - Shareholder

Mr. Maksim Basov                                                                                                        - Shareholder               

IT WAS NOTED that although a quorum was not initially reached at the adjourned meeting, within half an hour from the appointed time for the meeting, the shareholders (or their proxies) present formed a quorum, in accordance with Article 57 of the Memorandum and Articles of Association of the Company.

1.         Chairperson

IT WAS RESOLVED that Ms. Maro Evi Koulla Griva, representing the majority of shareholders, be appointed as Chairperson of the Meeting.

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 1^st  March 2024:

1.   Adoption of the annual Standalone Financial Statements for 2023.

2.   Adoption of IFRS Financial Statements for 2023.

3.   Adoption of the Directors' Report for 2023.

4.   Adoption of the Auditor's Report for 2023.

5.   Adoption of the Annual Report for 2023 (LSE).

6.   Appointment of the Auditor for the audit of Standalone and IFRS Financial Statements for the year 2024 - recommendation of the Board of Directors to maintain the current Auditor.

7.   Remuneration of the Auditor - recommendation of the Board of Directors that the remuneration of the Auditor for the year 2024 is to be decided upon and approved by the Directors.

8.   Payment of Dividends - recommendation of the Board of Directors is not to distribute the Company's profits as dividends for 2023.

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

10.  Election of the Board of Directors in the following composition:

Mr. Sergei Koltunov;

Ms. Axana Mansourian;

Ms. Mariia Egorova;

Mr. Alexey Smagin; and

Mr. Timur Lipatov

11.  Election of the members of the Audit committee for 2024 in the following composition:

Ms. Axana Mansourian;

Ms. Mariia Egorova;

Mr. Alexey Smagin

12.  Any other matters proposed by the Directors;

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 2023 are approved and adopted.

2.   That the IFRS Financial Statements for 2023 are approved and adopted.

3.   That the Directors' Report for 2023 is approved and adopted.

4.   That the Auditor's Report for 2023 is approved and adopted.

5.   That the Annual Report for 2023 (LSE) is approved and adopted.

6.   That the current Auditor is maintained for the financial year 2024.

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

8.   Payment of Dividends - not to distribute profit to shareholders as dividends for 2023.

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

10.  That the Board of Directors is elected in the following composition, for the next financial year, effective as from the closing of this Meeting:

Mr. Sergei Koltunov;

Ms. Axana Mansourian;

Ms. Mariia Egorova;

Mr. Alexey Smagin; and

Mr. Timur Lipatov

11.  That the members of the Audit committee for 2024 for the next financial year, effective as from the closing of this Meeting, is elected in the following composition:

Ms. Axana Mansourian;

Ms. Mariia Egorova;

Mr. Alexey Smagin

3.         Termination

            There being no other business to transact the Chairperson declared the Meeting closed at 11:00.

Signed:

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

Maro Evi Koulla Griva                                                       Ganna Khomenko

Chairperson                                                                    For and on behalf of:

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

BNY (Nominees) Limited by Proxy                                  Fiduciana Management Limited          

LLC ZIRKON-HOLDING by Proxy                                     Fiduciana Trustees (Cyprus) Limited   

                                                                                             Fiduciana Directors Limited          

 

END