REG - Ros Agro PLC - Notice of EGM

Ros AgroAnnouncement

11/04/2023 10:00

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RNS Number : 7123V  Ros Agro PLC  11 April 2023

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 28(th)
April 2023 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: 7(th) April 2023

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 27(th) of April 2023 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 27(th)
April 2023; 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 28(th) April 2023

 

 

1.   Appointment of Chairperson of the Extraordinary General:

 

PROPOSED ORDINARY RESOLUTION No. 1

       THAT Ms. Ganna Khomenko be appointed as a chairperson of the
meeting.

 

 

2.   Election of the Board of Directors:

 

PROPOSED ORDINARY RESOLUTION No. 2

 

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. Rafik Magzhanov

 

 

3.   Election of the members of the Audit committee for 2023:

 

PROPOSED ORDINARY RESOLUTION No. 3

 

THAT the members of the Audit committee for 2023 are elected in the following
composition:

Ms. Axana Mansourian

Ms. Mariia Egorova;

Mr. Alexey Smagin

 

 

 

SCHEDULE B

 

Notice of attendance

EXtraordinary general meeting 28(TH) APRIL 2023 of ros agro plc

Notice of your attendance at the Extraordinary General Meeting of ROS AGRO PLC
on 28(th) April 2023 can be given using this notice. The notice should be sent
to ROS AGRO PLC so that it is received by the company by 27(th) April 2023.

 

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 27(th) April 2023.

 

The undersigned will attend the Extraordinary General Meeting of ROS AGRO PLC
on 28(th) April 2023 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 28(th) April 2023, 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.   Election of the Board of Directors 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. Rafik Magzhanov

 

FOR/AGAINST/ABSTAIN

 

 

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

 

Ms. Axana Mansourian

Ms. Mariia Egorova;

Mr. Alexey Smagin

 

 

FOR/AGAINST/ABSTAIN

 

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