REG - Ros Agro PLC - AGM Statement

Ros AgroAnnouncement

03/04/2023 08:00

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RNS Number : 1053V  Ros Agro PLC  03 April 2023

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 31(ST) MARCH 2023 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

 

Mr. Maksim Basov - represented by Ms. Ganna Khomenko by proxy
                   - 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

 
 

 

1.         Chairperson

 

IT WAS RESOLVED that Ms. Maro Evi Koulla Griva, 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
3(rd ) March 2023:

 

1.   Adoption of the annual Standalone Financial Statements for 2022.

2.   Adoption of IFRS Financial Statements for 2022.

3.   Adoption of the Directors' Report for 2022.

4.   Adoption of the Auditor's Report for 2022.

5.   Adoption of the Annual Report for 2022 (LSE).

6.   Appointment of the Auditor for the audit of Standalone and IFRS
Financial Statements for the year 2023 - 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 2023 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 2022.

 

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. Ganna Khomenko;

Ms. Maria Egorova;

Mr. Alexey Smagin; and

Mr. Rafik Magzhanov

 

11.  Election of the members of the Audit committee for 2023 in the following
composition:

Ms Ganna Khomenko;

Ms. Maria Egorova;

Mr. Alexey Smagin

 

12.  Additional powers of the Board of Directors - recommendation of the
Board of Directors that the contractual relations with depositary shall be
vested upon the Board of Directors including but not limited, conclusion,
amendment, termination, replacement, removal, assignment or novation of
contracts, termination of relationship, amendment of terms and conditions of
cooperation, amendments to the GDR programs and listing, change of depository
and other items.

 

13.  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 2022 are approved
and adopted.

 

2.   That the IFRS Financial Statements for 2022 are approved and adopted.

 

3.   That the Directors' Report for 2022 is approved and adopted.

 

4.   That the Auditor's Report for 2022 is approved and adopted.

 

5.   That the Annual Report for 2022 (LSE) is approved and adopted.

 

6.   That the current Auditor is maintained for the financial year 2023.

 

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 2022.

 

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. Ganna Khomenko;

Ms. Maria Egorova;

Mr. Alexey Smagin; and

Mr. Rafik Magzhanov

 

11.  That the members of the Audit committee for 2023 for the next financial
year, effective as from the closing of this Meeting, is elected in the
following composition:

Ms Ganna Khomenko;

Ms. Maria Egorova;

Mr. Alexey Smagin

 

12.  Additional powers of the Board of Directors - recommendation of the
Board of Directors that the contractual relations with depositary shall be
vested upon the Board of Directors including but not limited, conclusion,
amendment, termination, replacement, removal, assignment or novation of
contracts, termination of relationship, amendment of terms and conditions of
cooperation, amendments to the GDR programs and listing, change of depository
and other items.

 

 

 

 

3.         Termination

 

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

 

 

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

 
                                      Mr. Maksim Basov by
Proxy

 

 

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