REG - Ros Agro PLC - Notice of EGM

Ros AgroAnnouncement

11/05/2022 09:45

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RNS Number : 0926L  Ros Agro PLC  11 May 2022

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 10 June
2022 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: 6(th) May 2022 Ros Agro Plc,

Registered Office:

25 Aphrodite Street, 3(rd) floor

office 300, 1060 Nicosia, Cyprus

Fax: +357 22766022

E-mail: anna.homenko@fiduciana.net (mailto:anna.homenko@fiduciana.net)

 

 

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 9 of June 2022 to:

Ros Agro Plc,

Registered Office:

25 Aphrodite Street, 3(rd) floor

office 300, 1060 Nicosia, Cyprus

Fax: +357 22766022

E-mail: anna.homenko@fiduciana.net or info@fiduciana.net
(mailto:info@fiduciana.net)

 

                        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 10 June
2022; 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/ (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 info@fiduciana.net (mailto:info@fiduciana.net)

 

 

SCHEDULE A

ROS AGRO PLC

Agenda - Extraordinary General Meeting

Nicosia, Cyprus 10(th) June 2022

 

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.

PORPOSED ORDINARY RESOLUTION No. 1

THAT Mr. Maxim Basov (or his Proxy) be appointed as chairperson of the
meeting.

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

Ms Ganna Khomenko;

Mr. Maxim Basov;

Mr. Konstantinos Konstantinidis;

Mrs. Androulla Koumourou; and

Mr. Yury Zhuravlev.

PORPOSED ORDINARY RESOLUTION No. 2

THAT election of the Board of Directors in the following composition be
approved:

Ms Ganna Khomenko;

Mr. Maxim Basov;

Mr. Konstantinos Konstantinidis;

Mrs. Androulla Koumourou; and

Mr. Yury Zhuravlev.

3.   GDRs listing:

The Company's global depositary receipts (ISIN: US7496552057, "GDR") issued
from time to time against the deposit of ordinary shares with the Bank of New
York Mellon (the ''Depositary'') are currently admitted to the Official List
maintained by the Financial Conduct Authority (UK) and admitted to trading on
the London Stock Exchange (LSE).

It is proposed that the Company may proceed with any of the following as may
be decided:

1) to extend or change list of venues where GDRs are listed at and admitted to
trading, if the Board of the Company considers it necessary or reasonable; and
(or)

2) to cancel listing at and (or) admission of GDRs to LSE; and (or)

3) to obtain listing at and admission to trading of its GDRs on any other
stock exchange.

PORPOSED ORDINARY RESOLUTION No. 3

THAT each and any of the following actions are hereby approved and may be
executed by the Board at its own discretion (if the Board deems it necessary
or reasonable on whichever basis): (1) cancelation of Company's GDRs listing
and admission to trading on LSE, and (or) (2) obtaining of listing at and
admission to trading of the GDRs on any other internationally recognised stock
exchange.

The Board is hereby authorized to perform and execute all the actions and
documents as may be required or recommended at Board own discretion to execute
all or any of contemplated transactions, including change of the main trading
venue to which Company's GDRs are admitted, as well as determine to which
authority(ies) and /or stock exchange(s) the Company shall apply for admission
for listing at and/or trading of its GDRs.

This resolution shall be effective until 31 December 2024

 

SCHEDULE B

 

Notice of attendance

EXtraordinary general meeting 10(th) of jUNE 2022 of ros agro plc

Notice of your attendance at the Extraordinary General Meeting of ROS AGRO PLC
on 10(th) of June 2022 can be given using this notice. The notice should be
sent to ROS AGRO PLC so that it is received by the company by 9(th) of June
2022.

 

Address:

Ros Agro Plc,

Registered Office:

25 Aphrodite Street, 3(rd) floor

office 300, 1060 Nicosia, Cyprus

Fax: +357 22766022

E-mail: anna.homenko@fiduciana.net (mailto:anna.homenko@fiduciana.net) or
info@fiduciana.net (mailto:info@fiduciana.net)

 

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 9(th) of June 2022.

 

The undersigned will attend the Extraordinary General Meeting of ROS AGRO PLC
on 10(th) of June 2022 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 10(th) of June 2022, 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.   To approve the election of the Board of Directors in the following
composition:

Ms Ganna Khomenko;

Mr. Maxim Basov;

Mr. Konstantinos Konstantinidis;

Mrs. Androulla Koumourou; and

Mr. Yury Zhuravlev.

 

FOR/AGAINST/ABSTAIN

 

3.   GDRs listing - to approve each and any of the following actions and to
confirm that each and any of the following actions may be executed by the
Board at its own discretion (if the Board deems it necessary or reasonable on
whichever basis): (1) cancelation of Company's GDRs listing at and admission
to trading on LSE, and (or) (2) obtaining of listing at and admission to
trading of the GDRs on any other internationally recognized stock exchange.

 

To authorize the Board to perform and execute all the actions and documents as
may be required or recommended at the Board own discretion to execute all or
any of contemplated transactions, including change of the main trading venue
to which Company's GDRs are admitted, as well as determine to which
authority(ies) and /or stock exchange(s) the Company shall apply for admission
for listing and/or trading of its GDRs.

 

FOR/AGAINST/ABSTAIN

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