REG - Ros Agro PLC - Notice of EGM

Ros AgroAnnouncement

05/08/2024 10:45

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RNS Number : 1889Z  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: +357 22766022

E-mail: anna@corporatecy.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 29(th) August 2024 to:

Ros Agro Plc,

Registered Office:

25 Aphrodite Street, 3(rd) floor

office 300, 1060 Nicosia, Cyprus

Fax: +357 22766022

E-mail: anna@corporatecy.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 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 anna@corporatecy.net

 

 

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: +357 22766022

E-mail: anna@corporatecy.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 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

 

 

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