November 25, 2024 – Ozon Holdings PLC (thereafter referred to as "we", "us", "our", "Ozon" or the "Company") announces today that it will hold a general meeting of its shareholders (the "General Meeting") on December 27, 2024 at 11 am (Cyprus time) at 205 Archbishop Makarios Avenue, Victory House, 2nd floor, Community Meeting Room, 3030, Limassol, Cyprus. At the General Meeting, the following matters will be submitted for consideration and approval of the Company's shareholders:
1. Approval of the amended articles of association of the Company.
2. Redomiciliation of the Company from Cyprus to Russia (the "Redomiciliation") and related matters.
3. Approval of the Company's audited consolidated and separate financial statements for the year ended December 31, 2023, together with the respective independent auditors' and management reports where applicable.
4. Re-appointment of the Company's auditors.
5. Election of Directors.
6. Approval of the Directors' remuneration.
For more than two years, Ozon has been carefully analyzing various options to secure the future of its business and to protect the interests of Ozon's shareholders, creditors, business partners, clients, employees and other stakeholders in light of the current geopolitical, economic, legal and regulatory environment.
Having carefully considered this matter, Ozon believes that it would be prudent to propose to the shareholders of the Company to consider the Redomiciliation, taking into account the following considerations:
· Lack of other viable alternatives
Ozon has carefully considered all viable alternatives, in various combinations, and concluded that Redomiciliation appears to ensure sustainable development and success of the business in the long term and to protect interests of its various stakeholders to the best of its ability. The Redomiciliation is a procedure allowing the Company to change its home jurisdiction which has been successfully implemented by a number of public and private companies globally. It is explicitly recognized by the laws of Cyprus and Russia, in contrast, to all other potential alternatives which are constrained by a number of limitations, including but not limited to obtaining requisite legal and regulatory approvals in relevant jurisdictions, excessive structural or legal complexity, explicit disadvantages to either Russian or international stakeholders, or to the Company, rendering them unviable.
· Restore Ozon's ability to upstream funds and perform intra-group transactions
After the Redomiciliation, the majority of the Russian countermeasures and capital control restrictions that apply to Ozon because of its residency in Cyprus should cease, thus enabling the Company to perform routine intra-group transactions that are vital for effective management of Ozon's finance and operations.
· Enable Ozon to attract and retain best talent
The Redomiciliation will enable the Company to restore the functioning of its Equity Incentive Plan (the "EIP") and meet its existing obligations to the EIP participants, thus enabling Ozon to compete for best talent. As soon as possible after completion of the Redomiciliation, the Company expects to issue ordinary shares to satisfy all outstanding vested awards granted under the EIP. Following the Redomiciliation, the equity-based awards under the EIP will remain to be the core part of the compensation system in Ozon.
· Reduce regulatory risks for Ozon in Russia
The Redomiciliation should decrease the risk that Ozon will be impacted by legal and regulatory developments in Russia that may adversely affect the ownership and control of Ozon's Russian businesses, such as the Russian Federal Law No. 470-FZ "On Specifics of Corporate Governance in Business Companies which are Economically Significant Organizations".
By giving their approval for the Redomiciliation at the upcoming General Meeting, the shareholders would allow the Company to initiate the Redomiciliation procedures in Cyprus and Russia. In case the Redomiciliation is approved, the Company will remain focused on interest of our ADS and shareholders regardless of their nexus. In case the Redomiciliation is approved, a second general meeting of shareholders should be convened to approve a new charter of the Company that would apply upon completion of the Redomiciliation and certain other matters required by Russian law. In connection with the proposed amendments to the articles of association of the Company, Ozon will also hold separate general meetings of the holders of the ordinary shares and Class A shares (the "Class Meetings") on December 27, 2024 at 205 Archbishop Makarios Avenue, Victory House, 2nd floor, Community Meeting Room, 3030, Limassol, Cyprus. The Class Meeting of the holders of the ordinary shares will be held at 10:30 am (Cyprus time), and the Class Meeting of the holders of the Class A shares will be held at 10 am (Cyprus time).
Only shareholders of record at the close of business on 29 November 2024 are entitled to vote at the General Meeting and the Class Meetings and any adjourned meetings thereof. Holders of the Company's American Depositary Shares (the "ADSs") who wish to exercise their voting rights for the underlying shares must act through the depositary of the Company's ADS program, The Bank of New York Mellon.
Copies of materials related to the General Meeting and the Class Meetings, including the notices of the General Meeting and the Class Meetings, are available at the Company's website:
https://ir.ozon.com/shareholder_information/#annual_general_meeting
The Company urges all shareholders to carefully review and consider all of the materials related to the General Meeting and the Class Meetings.
About OZON
Ozon is a multi-category e-commerce platform operating in Russia, Belarus, Kazakhstan, Kyrgyzstan, Armenia, Uzbekistan, China and Turkey. Our fulfillment and delivery infrastructure enables us to provide our customers with fast and convenient delivery via couriers, pickup points or parcel lockers. Our extensive logistics footprint and fast-developing marketplace platform help entrepreneurs sell their products across 11 time zones and offer our customers a wide selection of goods across multiple product categories. Ozon Fintech includes B2B and B2C operations and offers an extensive range of transaction and credit products services to more than 26 million users. Ozon is committed to expanding its value-added services, 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", "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 and are applicable only as of the date on which they are made.
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 the expectations expressed or implied by the forward-looking statements. Such factors include conditions in the relevant capital markets, negative global economic conditions, the ongoing geopolitical crisis, sanctions and governmental measures imposed in various jurisdictions in which we operate and other developments negatively impacting Ozon's business or unfavorable legislative or regulatory developments. We therefore caution you against relying on these forward-looking statements, and we qualify all of our forward-looking statements with these cautionary statements. Please refer to our Annual Report for the year ended December 31, 2023 as well as other public disclosures of the Company 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.
1. Approval of the amended articles of association of the Company.
2. Redomiciliation of the Company from Cyprus to Russia (the "Redomiciliation") and related matters.
3. Approval of the Company's audited consolidated and separate financial statements for the year ended December 31, 2023, together with the respective independent auditors' and management reports where applicable.
4. Re-appointment of the Company's auditors.
5. Election of Directors.
6. Approval of the Directors' remuneration.
For more than two years, Ozon has been carefully analyzing various options to secure the future of its business and to protect the interests of Ozon's shareholders, creditors, business partners, clients, employees and other stakeholders in light of the current geopolitical, economic, legal and regulatory environment.
Having carefully considered this matter, Ozon believes that it would be prudent to propose to the shareholders of the Company to consider the Redomiciliation, taking into account the following considerations:
· Lack of other viable alternatives
Ozon has carefully considered all viable alternatives, in various combinations, and concluded that Redomiciliation appears to ensure sustainable development and success of the business in the long term and to protect interests of its various stakeholders to the best of its ability. The Redomiciliation is a procedure allowing the Company to change its home jurisdiction which has been successfully implemented by a number of public and private companies globally. It is explicitly recognized by the laws of Cyprus and Russia, in contrast, to all other potential alternatives which are constrained by a number of limitations, including but not limited to obtaining requisite legal and regulatory approvals in relevant jurisdictions, excessive structural or legal complexity, explicit disadvantages to either Russian or international stakeholders, or to the Company, rendering them unviable.
· Restore Ozon's ability to upstream funds and perform intra-group transactions
After the Redomiciliation, the majority of the Russian countermeasures and capital control restrictions that apply to Ozon because of its residency in Cyprus should cease, thus enabling the Company to perform routine intra-group transactions that are vital for effective management of Ozon's finance and operations.
· Enable Ozon to attract and retain best talent
The Redomiciliation will enable the Company to restore the functioning of its Equity Incentive Plan (the "EIP") and meet its existing obligations to the EIP participants, thus enabling Ozon to compete for best talent. As soon as possible after completion of the Redomiciliation, the Company expects to issue ordinary shares to satisfy all outstanding vested awards granted under the EIP. Following the Redomiciliation, the equity-based awards under the EIP will remain to be the core part of the compensation system in Ozon.
· Reduce regulatory risks for Ozon in Russia
The Redomiciliation should decrease the risk that Ozon will be impacted by legal and regulatory developments in Russia that may adversely affect the ownership and control of Ozon's Russian businesses, such as the Russian Federal Law No. 470-FZ "On Specifics of Corporate Governance in Business Companies which are Economically Significant Organizations".
By giving their approval for the Redomiciliation at the upcoming General Meeting, the shareholders would allow the Company to initiate the Redomiciliation procedures in Cyprus and Russia. In case the Redomiciliation is approved, the Company will remain focused on interest of our ADS and shareholders regardless of their nexus. In case the Redomiciliation is approved, a second general meeting of shareholders should be convened to approve a new charter of the Company that would apply upon completion of the Redomiciliation and certain other matters required by Russian law. In connection with the proposed amendments to the articles of association of the Company, Ozon will also hold separate general meetings of the holders of the ordinary shares and Class A shares (the "Class Meetings") on December 27, 2024 at 205 Archbishop Makarios Avenue, Victory House, 2nd floor, Community Meeting Room, 3030, Limassol, Cyprus. The Class Meeting of the holders of the ordinary shares will be held at 10:30 am (Cyprus time), and the Class Meeting of the holders of the Class A shares will be held at 10 am (Cyprus time).
Only shareholders of record at the close of business on 29 November 2024 are entitled to vote at the General Meeting and the Class Meetings and any adjourned meetings thereof. Holders of the Company's American Depositary Shares (the "ADSs") who wish to exercise their voting rights for the underlying shares must act through the depositary of the Company's ADS program, The Bank of New York Mellon.
Copies of materials related to the General Meeting and the Class Meetings, including the notices of the General Meeting and the Class Meetings, are available at the Company's website:
https://ir.ozon.com/shareholder_information/#annual_general_meeting
The Company urges all shareholders to carefully review and consider all of the materials related to the General Meeting and the Class Meetings.
About OZON
Ozon is a multi-category e-commerce platform operating in Russia, Belarus, Kazakhstan, Kyrgyzstan, Armenia, Uzbekistan, China and Turkey. Our fulfillment and delivery infrastructure enables us to provide our customers with fast and convenient delivery via couriers, pickup points or parcel lockers. Our extensive logistics footprint and fast-developing marketplace platform help entrepreneurs sell their products across 11 time zones and offer our customers a wide selection of goods across multiple product categories. Ozon Fintech includes B2B and B2C operations and offers an extensive range of transaction and credit products services to more than 26 million users. Ozon is committed to expanding its value-added services, 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", "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 and are applicable only as of the date on which they are made.
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 the expectations expressed or implied by the forward-looking statements. Such factors include conditions in the relevant capital markets, negative global economic conditions, the ongoing geopolitical crisis, sanctions and governmental measures imposed in various jurisdictions in which we operate and other developments negatively impacting Ozon's business or unfavorable legislative or regulatory developments. We therefore caution you against relying on these forward-looking statements, and we qualify all of our forward-looking statements with these cautionary statements. Please refer to our Annual Report for the year ended December 31, 2023 as well as other public disclosures of the Company 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.
