January 24, 2024 – Ozon Holdings PLC (MOEX and AIX: "OZON",
thereafter referred to as "we", "us", "our",
"Ozon" or the "Company") held its 2023 Annual
General Meeting of Shareholders (“AGM”) on Wednesday, January 24, 2024.
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”). 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 January 24, 2024:
1. Approval of the Company’s audited consolidated and standalone
financial statements for the year ended December 31, 2022, together with the
respective independent auditors' reports and the management reports where
applicable.
2. Appointment of Yiallourides & Partners Ltd (Cyprus) and re-appointment of JSC KEPT (Russia) as the auditors of the Company based on recommendation of the Audit Committee for the period commencing from the conclusion of the AGM until the conclusion of the next following annual general meeting of the Company and authorization of the Board of Directors to fix remuneration of auditors.
3. Re-election of Directors based on recommendation of Nominating Committee and nominations received from holders of the Class A Shares (with the rest of the Directors continuing their directorship as is):
3a. Mr. Igor Gerasimov, as Executive Director;
3b. Mr. Dmitry Kamensky, as Non-Executive Director; and
3c. Ms. Elena Ivashentseva, as Non-Executive Director.
4. Approval of the Directors’ remuneration based on the recommendation
of the Compensation Committee.
Regarding approval of the Company’s audited consolidated and standalone
financial statements for the year ended December 31, 2022, together with the
respective independent auditors’ reports and the management reports where
applicable, the final voting results were as follows:
Regarding the appointment and re-appointment of the Company’s auditors, Yiallourides
& Partners Ltd (Cyprus) and JSC KEPT (Russia) respectively, for the period
commencing from the conclusion of the AGM until the conclusion of the next
following annual general meeting of the Company 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 nominations received from holders of the Class A Shares (with the
rest of the Directors continuing their directorship as is):
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*:
*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.
Regarding approval of the Directors’
remuneration based on the recommendation of the Compensation Committee, the
final voting results were as follows:
About Ozon
Ozon is a
multi-category e-commerce platform operating in Russia, Belarus, Kazakhstan,
Kyrgyzstan, Armenia, China and Turkey. The Company’s fulfillment infrastructure
and delivery network enable it to provide its customers with fast and
convenient delivery via couriers, pickup points or parcel lockers. Its
extensive logistics footprint and fast-developing marketplace platform enable
entrepreneurs to sell their products across 11 time zones and offer customers
wide selections of goods across multiple product categories. Ozon is committed
to expanding 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 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 relevant capital markets, negative global economic
conditions, 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, 2022, other filings with the SEC and other public disclosures
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.