Ozon Updates on Its Fourth Quarter and Full-Year 2021 Unaudited Financial Results

• GMV incl. services increased to RUB 176.8 billion in Q4 2021, growing by 133% year-on-year compared to RUB 75.8 billion in Q4 2020, driven by strong order growth.  
• Number of orders demonstrated a substantial growth of 211% year-on-year to 92.1 million in Q4 2021, compared to 29.6 million in Q4 2020 on the back of yet another quarter of strong expansion in customer base and cohort performance with accelerated growth in frequency of orders of 61% year-on-year to 8.7 orders.  
• Number of active buyers increased to 25.6 million active buyers as of December 31, 2021 with growth of 86% year-on-year.
• The number of active sellers on the platform grew to over 90,000 merchants by the end of Q4 2021, more than tripling compared to the end of Q4 2020 and growing by more than 40% compared to the end of Q3 2021, which led to assortment expansion to approximately 82 million SKUs as of December 31, 2021. 
• Share of Marketplace GMV reached 67.7%, compared to 52.3% in Q4 2020 on the back of strong growth in Ozon’s merchant base. 
• Total revenue increased by 76% year-on-year to RUB 66.3 billion in Q4 2021, compared to RUB 37.8 billion in Q4 2020 on the back of solid 1P business performance, strong growth in service revenue from marketplace commissions and advertising revenue. 
• Adjusted EBITDA was negative RUB 15.9 billion in Q4 2021, which represents negative 9.0% Adjusted EBITDA as % of GMV incl. services, compared to negative 4.7% in Q4 2020. This marks a notable improvement on negative 10.4% reported in Q3 2021. 
• Net cash generated from operating activities was RUB 15.3 billion in Q4 2021, compared to RUB 10.6 billion in Q4 2020. 
• Free Cash Flow was positive RUB 4.2 billion in Q4 2021, compared to positive RUB 7.8 billion in Q4 2020. 
• Capital expenditure comprised of payments for purchase of property, plant and equipment and intangible assets amounted to RUB 8.8 billion in Q4 2021, compared to RUB 2.1 billion in Q4 2020.   

Full-Year 2021 Highlights  

The recent events in Ukraine and the sanctions imposed by the United States, the European Union, the United Kingdom and other countries in response to Russia’s actions, as well as the capital control and other regulatory measures imposed by the Russian Government in response, have had a significant, and in many cases, unprecedented, impact on companies operating in Russia and on the Russian economy generally, which could, among other things, have a material adverse impact on our business. We may also face greater difficulties achieving our financial, operational and strategic objectives, including raising capital in the future, or we may only be able to raise additional capital at significantly increased costs, which could potentially reduce the size of our investments into the expansion of our infrastructure and operations. Export control measures could also impact our operations if they limit our ability to source technology or goods from other countries.  

As previously disclosed, trading in the American depositary shares (“ADSs”) representing our ordinary shares on NASDAQ was suspended by NASDAQ on February 28, 2022, and remains suspended. Under the terms of the $750 million 1.875% senior unsecured convertible bonds due 2026 (“Bonds”), issued by our Cypriot holding company, Ozon Holdings PLC, a “Delisting Event” has occurred. Following the occurrence of a Delisting Event a group of Bondholders has formed an “Ad Hoc Committee” and appointed Houlihan Lokey, as its financial adviser, and Akin Gump Strauss Hauer & Feld LLP, as its legal adviser, to conduct an orderly discussion process with the Company with a view to finding a fair and sustainable solution for all stakeholders. To the extent any of the Bondholders are interested in joining the Ad Hoc Committee or join the coordinated effort we invite them to make inquiries to Houlihan Lokey at projectondohl@hl.com. The Company is currently developing a proposal to the holders of the Bonds to address the Delisting Event and has engaged Alvarez & Marsal and Cleary Gottlieb Steen & Hamilton LLP as its financial and legal advisors, respectively. Additional information regarding the Delisting Event and the Bonds is provided in the Company’s press releases dated March 4, 2022 and March 9, 2022.  

We cannot provide any assurance that these and any further development in sanctions, or escalation of the Ukraine situation more generally, will not have a material impact on our business, financial condition or results of operations or on the value and trading of the ADSs. For more information on the risks and uncertainties arising out of the Ukraine situation, as well as the suspension of trading of the ADSs on NASDAQ and the redemption right related to the Bonds, please see our press releases filed on Form 6-K.  

Ozon notes that on March 31, 2022, its banking subsidiary, Limited Liability Company Ozon Bank (“Ozon Bank”), was removed from the Specially Designated Nationals and Blocked Persons List (the “SDN List”) by the Office of Foreign Assets Control (“OFAC”) of the U.S. Treasury Department. As per our press release “Ozon Informs about Developments at Ozon Bank”, on February 24, 2022, Ozon Bank was included in the SDN List by OFAC as an entity “linked to Sovcombank Open Joint Stock Company”. Ozon acquired 100% of share capital of Oney Bank LLC (now Ozon Bank) from Sovcombank on May 26, 2021, when Oney Bank ceased to be an affiliate of Sovcombank. On February 25, 2022, Ozon filed a request to OFAC to remove Ozon Bank from the SDN List because Ozon Bank is not linked to Sovcombank. Following the removal of Ozon Bank from the SDN list, neither Ozon nor any of its subsidiaries are listed on any U.S., EU or UK sanctions lists.  

The subsequent events described in this section are considered non-adjusting in relation to the Group’s financial position, results of operations and cash flows presented in the consolidated financial statements for the year ended December 31, 2021.

Ozon is a leading multi-category e-commerce platform and one of the largest internet companies in Russia. Ozon’s platform offers one of the widest selections of goods across multiple product categories. Ozon’s country-wide warehouse footprint includes around one million square meters. Its infrastructure enables Ozon to provide Russian population with a fast and convenient delivery via couriers, pick-up points and parcel lockers. Ozon’s extensive logistics and fast-developing marketplace allow over 90 thousand entrepreneurs to sell their products across Russia’s 11 time zones to more than 25 million customers. In addition to its core e-commerce business, Ozon is expanding Ozon Fintech and other value-added services such as its quick commerce and online grocery solution Ozon.fresh. For more information, please visit https://corp.ozon.com/.

Maryia Berasneva, Head of Investor Relations, Ozon

Maria Zaikina, Director of Public & Industry Relations, Ozon

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect the current views of Ozon Holdings PLC (“we”, “our”, “us”, “Ozon” or the “Company”). All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements. 

These forward-looking statements are based on management’s current expectations. However, it is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. These statements are neither promise nor guarantee but involve known and unknown risks, uncertainties and other important factors and circumstances that may cause Ozon’s actual results, performance or achievements to be materially different from its expectations expressed or implied by the forward-looking statements, including conditions in the U.S. capital markets, negative global economic conditions, potential negative developments in the COVID-19 pandemic, the impact of the Ukraine situation, as well as sanctions and capital control measures, other negative developments in Ozon’s business or unfavorable legislative or regulatory developments. We caution you therefore against relying on these forward-looking statements, and we qualify all of our forward-looking statements by these cautionary statements. Please, refer to our filings with the U.S. Securities and Exchange Commission concerning factors that could cause actual results to differ materially from those described in our forward-looking statements. 

These and other important factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. While Ozon may elect to update such forward-looking statements at some point in the future, Ozon disclaims any obligation to do so, even if subsequent events cause its views to change. These forward-looking statements should not be relied upon as representing Ozon’s views as of any date subsequent to the date of this press release. 

This press release includes certain non-IFRS financial measures not presented in accordance with IFRS, including but not limited to Adjusted EBITDA and Free Cash Flow. These financial measures are not measures of financial performance or liquidity in accordance with IFRS and may exclude items that are significant in understanding and assessing our financial results. Therefore, these measures should not be considered in isolation or as an alternative to loss for the period, net cash generated from/(used in) operating activities or other measures of profitability, liquidity or performance under IFRS. You should be aware that the Company’s presentation of these measures may not be comparable to similarly titled measures used by other companies, which may be defined and calculated differently. See “Presentation of Financial and Other Information” in this press release for a reconciliation of certain of these non-IFRS measures from the most directly comparable IFRS measure. 

The trademarks included herein are the property of the owners thereof and are used for reference purposes only. Such use should not be construed as an endorsement of the products or services of the Company.