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:
|
Votes for |
|
Votes Against |
|
Abstained |
||
|
130,409,845 |
86,596 |
63,140 |
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:
|
Votes for |
|
Votes Against |
|
Abstained |
||
| 130,554,315 |
2,862 |
2,402 |
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:
|
Director
|
Votes for |
|
Votes Against |
|
Abstained |
|||
| Mr. Igor Gerasimov | 65,034,958 | 2,847,795 | 2,710 |
The following Director was re-elected as a Non-Executive Director*:
|
Director |
|
|
Mr. Dmitry Kamensky |
The Class A shareholder voted for appointment |
The following Director was re-elected as a Non-Executive Director*:
|
Director |
|
| Ms. Elena Ivashentseva | The Class A shareholder voted for appointment |
*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:
|
Votes for |
|
Votes Against |
|
Abstained |
||
|
127,214,436 |
3,340,623 |
4,522 |
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.
Contacts
Investor Relations
ir@ozon.ru
Press Office
pr@ozon.ru
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
