Source - RNS
RNS Number : 8167K
Ros Agro PLC
26 September 2016
 

 

      ROS AGRO PLC

 

(the "Company")

 

 

MINUTES OF THE EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS HELD IN ACCORDANCE WITH THE COMPANY'S ARTICLES OF ASSOCIATION AT THE COMPANY'S REGISTERED OFFICE ON 23RD SEPTEMBER 2016 AT 10:00 A.M.

 

 

Present:               

 

Fiduciana Nominees (Cyprus) Limited - represented by Ms. Maro Griva

                            

Fiduciana Trustees (Cyprus) Limited - represented by Ms. Maro Griva

                            

Fiduciana Directors Limited - represented by Ms. Ganna Khomenko

                                   

Fiduciana Management Limited - represented by Ms. Ganna Khomenko

 

Maxim Basov - represented by Ms. Ganna Khomenko by proxy

 

Shiny Property Limited - represented by Ms. Ganna Khomenko by proxy

 

BNY (Nominees) Limited - represented by Mr. Andreas Kryftis by proxy

 

                            

1.         Appointment of Chairperson of the Extraordinary General Meeting

 

It is proposed that Mr. Andreas Kryftis as proxy of Mr. Maxim Basov be appointed as Chairperson of the Meeting.

 

ORDINARY RESOLUTION No. 1

 

THAT Mr Andreas Kryftis as proxy of Mr. Maxim Basov be appointed as Chairperson of the Meeting.

 

The Chairperson stated that the purpose for convening this Extraordinary General Meeting is to approve or reject the following items as circulated on the Notice dated 25th August 2016 and attached to these Resolutions.

 

2.         Payment of Dividends

 

The recommendation of the Board is to pay 2 004 335 611.30 Rubles or 30 924 423.91 USD as dividend for the 1st half of 2016. Given that the Company owns 2 212 648 of its own GDRs (5 GDRs represent 1 share), which should be excluded from dividends distribution, the dividend will be equal to 74.55 (gross) Rubles per ordinary share or 14.91 (gross) Rubles per GDR. The payment of the dividends will be executed in US dollars, based on the official exchange rate established by the Central Bank of the Russian Federation on 25 August 2016, which is 64.8140. As a result, the Company will pay USD 1.15 (gross) per share or USD 0.23 (gross) per GDR.

 

Is it also recommended that the dividend record date is September 23, 2016 (the ex-dividend date is September 22, 2016), and the payment date to be on or before September 30, 2016.

 

After due consideration, the shareholders resolved that it is in the best interest of the Company to approve and accept the Board's recommendation as presented.

 

 

IT WAS UNANIMOUSLY RESOLVED AS FOLLOWS:

 

ORDINARY RESOLUTION No. 2

 

THAT the recommendation of the Board to pay 2 004 335 611.30 Rubles or 30 924 423.91 USD as dividend for the 1st half of 2016 is hereby unanimously approved. Given that the Company owns 2 212 648 of its own GDRs (5 GDRs represent 1 share), which should be excluded from dividends distribution, the dividend should be equal to 74.55 (gross) Rubles per ordinary share or 14.91 (gross) Rubles per GDR. The payment of the dividends should be executed in US dollars, based on the official exchange rate established by the Central Bank of the Russian Federation on 25 August 2016, which equals to RUB 64.8140 per 1 USD. As a result, the Company should pay USD 1.15 (gross) per share or USD 0.23 (gross) per GDR.

 

THAT the dividend record date is hereby approved to be September 23, 2016 (the ex-dividend date is September 22, 2016), and the payment date is hereby approved to be on or before September 30, 2016.

 

3.         Termination

 

There being no business to transact the Chairperson declared the Meeting closed at 11:00 a.m.

 

 

Signed:

 

 

 

 

 

 

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

Andreas Kryftis                                                                          Ganna Khomenko

Chairperson by proxy from Mr. Maxim Basov                                For and on behalf of:

For and on behalf of:                                                                   Fiduciana Directors Limited

BNY (Nominees) Limited by Proxy                                           Fiduciana Management Limited

Mr. Maxim Basov by Proxy

Shiny Property Limited by Proxy

 

 

 

 

 

………………………………..

Maro Griva

For and on behalf of:

Fiduciana Nominees (Cyprus) Limited

Fiduciana Trustees (Cyprus) Limited


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