Сообщение о решениях принятых Советом директоров РОС АГРО ПЛС 13 марта 2019 года
1. Общие сведения
1.1. Полное фирменное наименование эмитента (для некоммерческой организации – наименование) РОС АГРО ПЛC (ROS AGRO PLC)
1.2. Сокращенное фирменное наименование эмитента РОС АГРО ПЛC (ROS AGRO PLC)
1.3. Место нахождения эмитента Микинон 8, 1065, Никосиа, Кипр
1.4. ОГРН эмитента -
1.5. ИНН эмитента -
1.6. Уникальный код эмитента, присвоенный регистрирующим органом Не применимо
1.7. Адрес страницы в сети Интернет, используемой эмитентом для раскрытия информации http://www.rusagrogroup.ru/ru/investoram
2. Содержание сообщения
ROS AGRO PLC
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF THE COMPANY
HELD AT THE LANESBOROUGH HOTEL IN LONDON, UNITED KINGDOM
ON 13TH MARCH 2019 AT 9:00 A.M.
PRESENT: Richard Andrew Smyth - Director
Anastasios Televantides - Director
Maxim Basov - Director
Vadim Moshkovich - Director, chairman
Ganna Khomenko - Director
- Secretary of the meeting
12 MONTHS 2018 & Q4 2018 BUSINESS RESULTS
PRESS RELEASE ON FINANCIAL RESULTS 12M 2018
AUDIT COMMITEE REPORT
DECLARATION OF DIVIDENDS
ANNUAL REPORT 2018
1. IT WAS RESOLVED that Mr. Vadim Moshkovich be appointed as Chairman 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.
2. A Presentation for the actual 12 months of 2018 was made. Mr. Basov reported that there was a decrease in the sugar division in 12M 2018 compared to 2017, due to a decrease in sales volume of sugar. However, the meat division enjoyed an increase in sales due to high sales prices and volume of processed pork. The sales in the agricultural division were increased as well, as a result of an increase in sales prices of all crops in 12M 2018 against 2017. There was also an increase in the sales volume and sales prices of bulk oil, bottled oil and meal, which resulted in increased sales in Oil & Fats division.
Commenting on the results of Q4 2018, it was said that the sugar sales decreased as a result of a decrease in sales volume of sugar due to the transfer of the sales on spring and summer 2019. The meat division enjoyed increased sales due to an increase in sales price and sales volume of processed pork. There was also an increase of sales in agriculture segment, due to high prices of almost all crops and higher sales volume of sugar beet, wheat and sunflower. The Oil & Fats sales were also increased as a result of tolling scheme on Solnechnie Produkti assets, an increase in sales volume of bottled oil and increase in sales prices of bulk oil, bottled oil and meal.
Mr. Basov also reported that in Q4 2018, EBITDA augmented in all business units due to the lower costs. Net income of the company increased as well as net debt and capital expenditures.
3. Α draft of the press release, due to be published at the closure
of the Meeting, was presented to the Βoard and it was unanimously resolved that it is approved.
4. Mr. Televantides informed the Board of Directors that meeting of the Audit Committee (AC) took place in Moscow on 11th March 2019. He stated that the AC has reviewed the Audited Consolidated Financial Statements as at 31st December 2018 and recommends to the Board their approval.
Mr. Televantides informed the Board that the Company is in full compliance with all governance of tax and legal matters and there were no significant issues or concerns found in the IFRS.
Work carried out by Internal Audit has also been reviewed.
It was proposed and unanimously resolved that the Board approves the International Financial Reporting Standards Consolidated Financial Statements for the year ended 31st December 2018 and the Independent Auditor’s Report.
The Directors Mr. Vadim Moshkovich and Mr. Maxim Basov were authorised to sign the Financial Statements for and on behalf of the Company.
5. The Board has recommended to the Annual General Meeting of shareholders to be held on April 26, 2019 to approve distribution of RUB 4 476 263 981.80 as dividends for 2018, which constitutes 35% of total consolidated comprehensive income attributable to shareholders for 2018. Given that the Company has already approved in September distribution of interim dividends for the first half of 2018 in amount of RUB 1 026 425 986.25, the outstanding amount for 2018 is RUB 3 449 837 995.55.
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 March 13, 2019, which equals to RUB 65.7674 per USD 1. Therefore, the total dividend payment for the second half of 2018 will be USD 52 455 137.28. The total pay-out of dividends for the full year 2018 will be USD 68 595 179.52. GDRs, owned by the Company at dividend record date, shall be excluded from dividend distribution. The exact amount of dividend per share/GDR will be fixed at the dividend record date which is 26 April 2019 (the ex-dividend date is 25 April 2019). The payment of the dividends should be gross.
The payment date is on or before 30 May 2019.
The Board proposes and recommends that the dividend payment is approved and adopted at the upcoming Annual General Meeting of the Company.
6. The Annual Report design and concept were presented to the Board.
AUDITOR FOR 2019 AND REMUNERATION
BUSINESS PLAN 2019
MANAGEMENT CHANGES AND REMUNERATION, OPTION PLAN
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
CYPRUS OFFICE: 2018 ANNUAL RESULTS, BUDGET FOR 2019 AND OTHER MATTERS
AGM DATE, PLACE AND AGENDA
7. The Board ratifies its decision to maintain the current Auditor, PwC of Limassol, Cyprus, for the year 2019.
The Board proposes and unanimously approves to recommend at the AGM that the remuneration of the Auditor is to be decided upon by the Board of Directors in due course.
8. Mr. Basov presented to the Board the Business Plan for 2019 and briefed the Board on the Company’s goals and strategies focusing on each different division.
9. A presentation of the 2019 forecast and review of internal Capex was presented to the Board outlining all major projects, investment in each project and the actual payback period. The Board unanimously resolved to approve the revised 2019 budget and Capex.
10. The senior management changes in Q4 2018 and Q1 2019 were presented and the Board was updated on the key opened positions.
11. Mr. Basov has updated the Board in respect of several M&A possibilities for the Group in 2019.
12. The possibility of the upcoming SPO has been discussed by the Board.
13. Certain proposed changes to the Company’s Articles of Association were presented to the Board for review and consideration.
After due consideration, the Board proposes and recommends that the amendments to the Articles of Association of the Company are approved and adopted at the Annual General Meeting of the Company on 26th April 2019.
14. After due consideration of proposed materials, the Board has approved new organizational structure of the Company, report on execution of 2018 Company’s budget and 2019 budget, including the proposed changes in salaries of Ganna Khomenko and Maxim Basov.
15. The Board has decided to schedule the Annual General Meeting (AGM) to take place on 26th April 2019 in Cyprus. The Board reviewed the proposed agenda of the Annual General Meeting, to be circulated to the Shareholders, and has approved its contents. The Board decided to fix the record date for the Shareholders of the Company on 26th of April 2019.
16. There being no other business, the Meeting is concluded at 13:00.
Ganna Khomenko Vadim Moshkovich
3.1. Директор А.Хоменко
3.2. Дата “ 19 ” марта 20 19 г. М.П.
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