Notice of EGM

Ros Agro PLC

05 August 2024

 

ROS AGRO PLC

NOTICE OF EXTRAORDINARY GENERAL MEETING (EGM)

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Company will be held at the Company's registered office in Nicosia, Cyprus, on 30^th August 2024 at 10:00 a.m. (Cyprus time) to transact the business on the agenda outlined within Schedule A and Schedule B attached hereto.

BY ORDER OF THE BOARD

                                                                       For and on behalf of

           Ros Agro Plc

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

                                                                       Fiduciana Secretaries Limited

Secretary

Date: 02 August 2024

Ros Agro Plc,

Registered Office:

25 Aphrodite Street, 3^rd floor

office 300, 1060 Nicosia, Cyprus

Fax: [phone]

E-mail: [e-mail]

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 29^th August 2024 to:

Ros Agro Plc,

Registered Office:

25 Aphrodite Street, 3^rd floor

office 300, 1060 Nicosia, Cyprus

Fax: [phone]

E-mail: [e-mail]

                        Each person entitled to attend the Meeting may appoint a Proxy to represent them in the Meeting in a form attached to this Notice as Appendix B.

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 Extraordinary General Meeting the record date shall be the 30^th August 2024; 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 Extraordinary General Meeting

B.   Notice of attendance and proxy form

For any further clarifications or assistance please contact the Company Secretary at [e-mail]

SCHEDULE A

ROS AGRO PLC

(the "Company")

Agenda - Extraordinary General Meeting

Nicosia, Cyprus, 30^th August 2024

1.   Appointment of Chairperson of the Extraordinary General:

PROPOSED ORDINARY RESOLUTION No. 1

       THAT Ms. Maro Evi Koulla Griva be appointed as a chairperson of the meeting.

2.   Re-domiciliation of the Company from Cyprus to Russian Federation

It is proposed to pass a special resolution approving Re-domiciliation (as defined below) of the Company from the Republic of Cyprus to the Special Administrative region (SAR) Russky Island (the "SAR") in the Russian Federation in accordance with section 354(I) - (P) of the Cyprus Companies Law Cap. 113 (the "Cyprus Law") and the following connected matters:

1)   To approve the proposal for the Company to notify the Registrar of Companies about the Company's resolution to continue as a legal entity outside of the Republic of Cyrus by transferring its registered seat to SAR in the Russian Federation (the "Re-domiciliation").

2)   To approve the proposal for the Company to apply to the Registrar of Companies for Re-domiciliation.

3)   To authorize the board of directors of the Company to approve any documents, applications, instruments and declarations of the Company required for Re-domiciliation, notification of the Company's decision of Re-domiciliation and to take all such steps and issue such documents as may be necessary or desirable for the purposes of Re-domiciliation.

As a result of the proposed Re-domiciliation, the Company shall be struck off from the Cyprus Registrar register of companies and the Company's governing law will be the law of the Russian Federation.

PROPOSED SPECIAL RESOLUTION No. 2

                                                                                                                                                                                                                                                                                                  Approve Re-domiciliation of the Company from the Republic of Cyprus to SAR in the Russian Federation.

3. Authorization of Directors

PROPOSED SPECIAL RESOLUTION No. 3

Resolution to authorize, empower and instruct any one Director of the Company to notify the Registrar of Companies of Re-domiciliation and sign, execute, issue, deliver, submit or present any documents, applications, instruments or declarations on behalf of the Company as may be necessary or desirable for the purposes of Re-domiciliation under the laws of the Republic of Cyprus  or the laws of the Russian Federation.

SCHEDULE B

Notice of attendance

EXtraordinary general meeting 30^TH AUGUST 2024 of ros agro plc

Notice of your attendance at the Extraordinary General Meeting of ROS AGRO PLC on 30^th August 2024  can be given using this notice. The notice should be sent to ROS AGRO PLC so that it is received by the Company by 29^th August 2024.

Address:

Ros Agro Plc,

Registered Office:

25 Aphrodite Street, 3^rd floor

office 300, 1060 Nicosia, Cyprus

Fax: [phone]

E-mail: [e-mail]

If you have registered but are unable to attend, you are entitled to appoint another person to attend the meeting on your behalf by submitting a signed and dated proxy to the Company at the address set out above or to the Company secretary by 29^th August 2024.

The undersigned will attend the Extraordinary General Meeting of ROS AGRO PLC on 30^th August 2024  and (please tick):

	Vote for my/our shares
	Vote for shares pursuant to the enclosed proxy(ies)

Number of shares: ______________________________________________________

The name and address of the shareholder:

(please use capital letters)

_________	___________________	_____________________________
Date	place	signature of the shareholder*

*Important Notice: Please include title of authorised signatory and attach evidence of authority

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 attend the Extraordinary General Meeting of Ros Agro Plc, on 30^th August 2024, 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 Extraordinary General Meeting;

FOR/AGAINST/ABSTAIN

2. Approve Re-domiciliation of the Company from the Republic of Cyprus to SAR in the Russian Federation.

FOR/AGAINST/ABSTAIN

3. Resolution to authorize, empower and instruct any one Director of the Company to notify the Registrar of Companies of Re-domiciliation and sign, execute, issue, deliver, submit or present any documents, applications, instruments or declarations on behalf of the Company as may be necessary or desirable for the purposes of Re-domiciliation under the laws of the Republic of Cyprus  or the laws of the Russian Federation.

FOR/AGAINST/ABSTAIN

 

END