December 20,
2022 – Ozon
Holdings PLC (NASDAQ and MOEX: “OZON”, thereafter referred to as “Ozon” or the “Company”), a leading Russian e-commerce platform, held its 2022
Annual General Meeting of Shareholders (“AGM”)
on Tuesday, December 20, 2022. According to the voting results, all of the agenda
items proposed for consideration at the AGM have been approved.
The AGM notice was provided to the Company’s
shareholders on record and, through depositary, BNY (Nominees) Limited, to all
registered holders of American Depositary Shares (“ADSs”) as of November 21, 2022. The total number of ordinary shares
indicated in the received proxies was 163,696,930, of which the voting rights
were exercised in relation to 163,669,223. All of the two Class A shareholders
submitted their votes and properly voted on the election of the Non-Executive
Directors in accordance with Regulations 75A and 75B of the Company's Articles
of Association.
The following is a brief description of
the AGM agenda voted at the Company’s AGM held on December 20, 2022:
1.
Approval
of the Company’s audited consolidated and standalone financial statements for
the year ended December 31, 2021, together with the respective independent
auditors’ reports and the management reports where applicable.
2.
Appointment
of KPMG Limited (Cyprus) and JSC
KEPT (Russia) as the Company’s auditors for the period commencing from the
conclusion of this meeting until the conclusion of the next following annual
general meeting and authorization of the Board of Directors to fix remuneration
of auditors.
3.
Re-election
of Directors based on recommendation of Nominating Committee and rotation rules
in the Company’s Articles of Association:
3a. To re-elect Mr. Igor Gerasimov, as an Executive
Director
3b. To re-elect Ms. Elena
Ivashentseva, as a Non-Executive Director
3c. To re-elect Mr. Dmitry Kamensky, as a Non-Executive
Director
3d. To re-elect Mr. Alexey Katkov, as a Non-Executive
Director
Regarding approval of the Company’s
audited consolidated and standalone financial statements for the year ended
December 31, 2021, together with the respective independent auditors’ reports
and the management reports where applicable, the final voting results were as
follows:
Regarding the appointment of the Company’s auditors, KPMG Limited (Cyprus) and JSC KEPT
(Russia), for the period commencing from the conclusion of this meeting until
the conclusion of the next following annual general meeting and authorization
of the Board of Directors to fix remuneration of auditors, the final voting results were as
follows:
Regarding re-election of Directors based on recommendation
of Nominating Committee and rotation rules in the Company’s Articles of
Association with the rest of the Directors continuing their directorship on the
Board of Directors as is, the final voting results
were as follows:
The following Director was re-elected as
an Executive Director:
The following Director was re-elected as a Non-Executive Director*:
The following Director was re-elected as a Non-Executive Director*:
The following Director was re-elected as a Non-Executive Director*:
*Pursuant to Regulations 75A and 75B of
the Articles of Association of the Company, only Class A shareholders were
entitled to exercise the voting right on this particular agenda item.
About OZON
Ozon is a leading multi-category e-commerce platform and one of the
largest internet companies in Russia. Its fulfillment infrastructure and
delivery network have some of the widest coverage among e-commerce players in
the country, enabling Ozon to provide Russian population with fast and
convenient delivery via couriers, pick-up points or parcel lockers. Its
extensive logistics footprint and fast-developing marketplace platform allow
thousands of entrepreneurs to sell their products across Russia’s 11 time zones
and offer millions of customers one of the widest selections of goods across
multiple product categories. Ozon
actively seeks to expand its value-added services such as fintech and other new
verticals such as Ozon fresh online grocery delivery. For more information,
please visit https://corp.ozon.com/.
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Disclaimer
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” or “us”, or the “Company”) about future events and
financial performance. 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 promises nor guarantees 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
geopolitical crisis surrounding Ukraine and sanctions and governmental measures
imposed in response, 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
Annual Report on Form 20-F for the year ended December 31, 2021 and other
filings with the SEC 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.
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.