IMPORTANT: You must read the following before continuing. The following applies to the Information Memorandum (the ‘‘Information Memorandum’’) following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Information Memorandum. In accessing the Information Memorandum, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from the company described herein (the ‘‘Company’’) as a result of such access. THE FOLLOWING INFORMATION MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED OTHER THAN AS PROVIDED BELOW AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THIS INFORMATION MEMORANDUM MAY ONLY BE DISTRIBUTED IN ‘‘OFFSHORE TRANSACTIONS’’ AS PERMITTED BY REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘SECURITIES ACT’’) OR WITHIN THE UNITED STATES TO PERSONS REASONABLY BELIEVED TO BE QIBs (AS DEFINED HEREIN) IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT (‘‘RULE 144A’’) OR ANOTHER EXEMPTION FROM, OR TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS INFORMATION MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH RULE 144A TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A ‘‘QIB’’), OR (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. Confirmation of Your Representation: In order to be eligible to view this Information Memorandum or make an investment decision with respect to the securities offered pursuant thereto, you must be (i) a person that is outside the United States for the purposes of Regulation S under the Securities Act or (ii) a QIB that is acquiring the securities for its own account or for the account of another QIB. This Information Memorandum is being sent at your request and by accepting the e-mail and accessing this Information Memorandum, you shall be deemed to have represented to the Company that you are outside the United States for the purposes of Regulation S under the Securities Act or that you are a QIB and that you consent to delivery of such Information Memorandum by electronic transmission. Except with respect to eligible investors in jurisdictions where such offer is permitted by law, nothing in this electronic transmission constitutes an offer or an invitation by or on behalf of either the issuer of the securities, J.P. Morgan Securities plc, UBS Limited and VTB Capital plc (the ‘‘Managers’’) to subscribe for or purchase any of the securities described herein, and access has been limited so that it shall not constitute a general solicitation or general advertising (each as defined in Regulation D under the Securities Act) or directed selling efforts (as defined in Regulation S under the Securities Act) in the United States or elsewhere. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Managers or any affiliate of the Managers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Managers or such affiliate on behalf of the Company in such jurisdiction. This Information Memorandum may only be communicated or caused to be communicated to persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply and may be distributed in the United Kingdom only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the ‘‘Order’’), or (ii) are persons falling within Article 49(2)(a) to (d) (‘‘high net worth companies, unincorporated associations etc.’’) of the Order (all such persons together being referred to as ‘‘relevant persons’’). In the United Kingdom, the Information Memorandum is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which the Information Memorandum relates is available only to relevant persons and will be engaged in only with relevant persons. This Information Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission, and consequently none of the Company or the Managers, any person who controls any of them, or any director, officer, employee or agent of the Company or the Managers or any affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Information Memorandum distributed to you in electronic format and the hard copy version available to you on request from the Managers. You are reminded that you have accessed the attached Information Memorandum on the basis that you are a person into whose possession this Information Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located, and you may not nor are you authorized to deliver or forward this document, electronically or otherwise, to any other person. If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the securities described herein. Actions That You May Not Take: You should not reply by e-mail to this announcement, and you may not purchase any securities by doing so. Any reply e-mail communications, including those you generate by using the reply function on your e-mail software, will be ignored and rejected. 25MAR201104573521 ROS AGRO PLC (a public company limited by shares incorporated under the laws of the Republic of Cyprus) Offering of 16,666,665 Global Depositary Receipts Offer Price: US$15 per GDR (the ‘‘Offer Price’’) This Information Memorandum (the ‘‘Information Memorandum’’) relates to an offering (the ‘‘Offering’’) by ROS AGRO PLC (the ‘‘Company’’) of 16,666,665 global depositary receipts (the ‘‘GDRs’’) representing 3,333,333 ordinary shares, each with a nominal value of A0.01 (‘‘Ordinary Shares’’), of the Company. Five GDRs represent an interest in one Ordinary Share. The GDRs are being offered (i) in the United States to certain persons reasonably believed to be qualified institutional buyers (‘‘QIBs’’), as defined in, and in reliance on, Rule 144A (‘‘Rule 144A’’) under the US Securities Act of 1933, as amended (the ‘‘Securities Act’’), or another exemption from the registration requirements of the Securities Act, and (ii) outside the United States in offshore transactions in reliance on Regulation S under the Securities Act (‘‘Regulation S’’). See ‘‘Plan of Distribution.’’ The Offering does not constitute an offer to sell, or solicitation of an offer to buy, securities in any jurisdiction in which such offer or solicitation would be unlawful. The GDRs have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold within the United States, except to persons reasonably believed to be QIBs in reliance on Rule 144A or another exemption from the registration requirements of the Securities Act, or outside the United States in offshore transactions in reliance on Regulation S. Prospective purchasers are hereby notified that sellers of the GDRs may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a discussion of certain restrictions on transfers of the GDRs, see ‘‘Transfer and Selling Restrictions.’’ Mr. Vadim Moshkovich, the controlling beneficial shareholder of the Company, through Shiny Property Limited, a company controlled by him, has participated in the Offering and has agreed to purchase GDRs in an amount of approximately US$99.6 million. In addition, Mr. Maxim Basov, the Chief Executive Officer, has directly participated in the Offering and has agreed to purchase GDRs in an amount of approximately US$17.5 million. INVESTMENT IN THE GDRS INVOLVES A HIGH DEGREE OF RISK. The GDRs are of a specialist nature and should only be purchased and traded by investors who are particularly knowledgeable in investment matters. Potential investors should be prepared to bear the risk of a total loss of their investment. For a discussion of certain factors regarding the Company and the GDRs that should be considered by potential investors, see ‘‘Risk Factors.’’ In connection with the Company’s admission to the official list (‘‘Official List’’) of the United Kingdom Financial Conduct Authority (‘‘FCA’’) and the London Stock Exchange plc (the ‘‘London Stock Exchange’’) on April 13, 2011, a total of 120,000,000 GDRs were admitted to the Official List and the London Stock Exchange. There are currently 25,000,000 GDRs in issue. Following the Offering, there will be 120,000,000 GDRs admitted in aggregate, consisting of (i) 25,000,000 existing GDRs, (ii) 16,666,665 GDRs to be issued on or about May 5, 2016, and (iii) up to an additional 78,333,335 GDRs to be issued from time to time against the deposit of the Ordinary Shares with BNY (Nominees) Limited, as custodian (the ‘‘Custodian’’) acting on behalf of The Bank of New York Mellon in its capacity as depositary (the ‘‘Depositary’’).