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The conversion of global depositary receipts of Ros Agro PLC (ISIN: US7496552057, ticker: AGRO) into Russian shares has commenced. Rusagro announced (https://www.rusagrogroup.ru/ru/investoram/novosti-i-sobytija/press-relizy/edinoe-predstavlenie/article/1420/) that, in accordance with Russian Federal Law No. 470-FZ of August 4, 2023 "On specifics of corporate relations regulation in economic companies that are economically significant organizations" (hereinafter the "Law"), holders of depositary receipts ("GDRs") in foreign infrastructure who did not acquire direct ownership of shares of Rusagro Group PJSC and who held the receipts as of September 5, 2024, may obtain direct ownership of Russian shares by following a specified procedure.

What is the essence of the procedure

Under the Law, holders of depositary receipts are given the right (and for Russian citizens and foreign exchange residents - the obligation) to transition to direct ownership of shares of the Russian company - Rusagro Group PJSC. The right (or obligation) to acquire direct ownership is determined as of September 5, 2024, and requires the submission of a set of documents in Russia. Applications may be submitted by individuals, legal entities, and beneficial owners regardless of jurisdiction (Russian and foreign persons).

For foreign persons, it is permitted to transfer the right to acquire direct ownership (on any legal basis) to any Russian citizen or Russian legal entity; however, the new shares will then be issued to such Russian person. If a citizen from an "unfriendly" country does not transfer the right to a Russian citizen, they will be unable to dispose of their shares, as they will be blocked in a type "C" account in accordance with Russian counter-sanction restrictions. Unfriendly countries from the perspective of Russian counter-sanctions include, for example, the UK, the US, EU countries (see, for example, the full list on our website: https://magenta.legal/ru/news/List-of-unfriendly-countries). Investors from friendly countries (for example, China including Hong Kong, India, Argentina, Uruguay and others) have no restrictions on disposing of shares within Russia.

Procedure for submitting an application

The procedure consists of two stages:

1. Preliminary application (mandatory). The investor sends:

• - a draft application

• scanned copies of documentsto the email address: ir@rusagrogroup.ru

Submission deadline: no later than November 30, 2026.

After review (1–2 months):

• - approval and instructions for submitting originals are received, or

• a request for additional documents is sent.

2. Submission of original documentsUpon approval by email, the investor may submit a paper set of documents to the office of the Rusagro group of companies in person, by courier, or by mail.Submission deadline: no later than December 31, 2026.

The required documents depend on the applicant's status, but generally include, in addition to the application: passport, power of attorney, consent to personal data processing, proof of receipt ownership (statement from a foreign broker or depositary), documents on the acquisition of securities confirming the date and purchase price, the chain of custodians (for legal entities – also constituent and other documents).

Where and when shares are credited

Shares of Rusagro Group PJSC are credited through the registrar JSC Status (OGRN: 1027700003924, website: https://rostatus.ru/) to the investor's account (or the Russian person's account if the shares are transferred to them): with the registrar or with any Russian depositary/broker (e.g., Tsifra Broker, Gazprombank, etc.). Foreign investors should note that crediting to foreign brokers is not performed; shares can only be received within the Russian infrastructure. Therefore, if an investor does not yet have a depositary (and/or brokerage) account in Russia, it is recommended to open one (this will make it easier to sell shares later, as they are freely traded on the exchange), and this can be done remotely.

JSC Status is under financial sanctions of the United Kingdom and is included in the US OFAC SDN sanctions list. Russian legislation does not recognize foreign sanctions. Also, we do not provide advice on foreign sanctions legislation — investors must independently assess the corresponding risks, if any, based on their individual situation.

We expect a professional approach, as JSC Status has already been involved in the depositary receipt conversion process for some time. As an experienced market participant, the company should have the necessary resources to efficiently process applications. If the registrar has decided to include an investor in the list of persons acquiring direct ownership, then after that the registrar transfers the shares to the specified account – in its own register or, if the investor so indicated, to a third-party depositary (brokerage) account. In this case, the investor will also need to submit an instruction to accept the securities to their depositary. The timeline for transferring shares is not specified in the regulations; it will likely be done by the end of January 2027, or earlier. If more precise information becomes available, we will update it.

The price of Rusagro shares changes depending on various factors, including market conditions, and at the time of writing this article is approximately 1 euro (information can be checked on the Moscow Exchange website: https://www.moex.com/ru/stocks/ragr?board=speq or other sources). The conversion ratio is 1 GDR = 7.0135 shares (seven whole shares when rounded).

The procedure is strictly formalized and has time limits. Errors in documents or missing deadlines may result in the loss of the opportunity to transition to direct ownership of assets. Closer to the end of the year, there will likely be a large volume of applications, which will make it difficult to receive prompt feedback.

If you hold depositary receipts of Rusagro PLC and wish to receive shares of Rusagro Group PJSC, the specialists of Magenta Legal will help you go through the procedure quickly and safely. Write to us at agro@magenta.legal

More updates and news about the conversion oin our Telegram-channel: https://t.me/ADR_conversion