Ozon Holdings PLC (NASDAQ and MOEX: “OZON”, thereafter referred to as “Ozon” or the “Company”), a leading Russian e-commerce platform, held its 2021 Annual General Meeting of Shareholders (“AGM”) on Thursday, December 23, 2021. 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 23, 2021. The total number of ordinary shares indicated in the received proxies was 216,312,158, out of which the voting rights were exercised in relation to 179,921,862 shares. 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 23, 2021:
1. Approval of the Company’s audited consolidated and standalone financial statements for the year ended December 31, 2020, together with the respective independent auditors’ reports and the management reports therein.
2. Appointment of KPMG International, represented by KPMG Limited, an independent registered public accounting firm in Cyprus, and KPMG JSC, an independent registered public accounting firm in Russia (the “Auditors”), as the Company’s auditors from this AGM until the following Annual General Meeting, and authorization to the Board of Directors to set the remuneration of the Auditors.
3. Election of Directors:
3a. To re-elect Ms. Lydia Jett, as Independent Director
3b. To elect Mr. Nilesh Lakhani, as Independent Director
3c. To re-elect Mr. Charles Ryan, as Independent Director
3d. To re-elect Mr. Peter Sirota, as Independent Director
3e. To re-elect Ms. Elena Ivashentseva, as Non-Executive Director
3f. To re-elect Mr. Vladimir Chirakhov, as Non-Executive Director
3g. To re-elect Mr. Dmitry Kamensky, as Non-Executive Director
3h. To re-elect Mr. Alexey Katkov, as Non-Executive Director
3i. To re-elect Mr. Alexander Shulgin, as Executive Director
4. Approval of Directors’ remuneration as set out in the Notice of the AGM
Regarding approval of the Company’s audited consolidated and standalone financial statements for the year ended December 31, 2020, together with the respective independent auditors’ reports and the management reports therein, the final voting results were as follows:
Regarding the appointment of the Auditors as the Company’s auditors and authorization to the Board of Directors to set the remuneration of the Auditors, the final voting results were as follows:
Regarding election of Directors, the final voting results were as follows:
The following Director was re-elected as Independent Director:
The following Director was elected as Independent Director:
The following Director was re-elected as Independent Director:
The following Director was re-elected as Independent Director:
The following Director was re-elected as Non-Executive Director*:
The following Director was re-elected as Non-Executive Director*:
The following Director was re-elected as Non-Executive Director*:
The following Director was re-elected as Non-Executive Director*:
The following Director was re-elected as Executive Director:
Regarding approval of Directors’ remuneration as set out in the AGM Notice, the final voting results were as follows:
*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.
Contacts
Investor Relations
Maryia Berasneva, Head of Investor Relations, OZON
ir@ozon.ru
Press Office
Maria Zaikina, Director of Public & Industry Relations, OZON
pr@ozon.ru
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, 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. 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.
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 23, 2021. The total number of ordinary shares indicated in the received proxies was 216,312,158, out of which the voting rights were exercised in relation to 179,921,862 shares. 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 23, 2021:
1. Approval of the Company’s audited consolidated and standalone financial statements for the year ended December 31, 2020, together with the respective independent auditors’ reports and the management reports therein.
2. Appointment of KPMG International, represented by KPMG Limited, an independent registered public accounting firm in Cyprus, and KPMG JSC, an independent registered public accounting firm in Russia (the “Auditors”), as the Company’s auditors from this AGM until the following Annual General Meeting, and authorization to the Board of Directors to set the remuneration of the Auditors.
3. Election of Directors:
3a. To re-elect Ms. Lydia Jett, as Independent Director
3b. To elect Mr. Nilesh Lakhani, as Independent Director
3c. To re-elect Mr. Charles Ryan, as Independent Director
3d. To re-elect Mr. Peter Sirota, as Independent Director
3e. To re-elect Ms. Elena Ivashentseva, as Non-Executive Director
3f. To re-elect Mr. Vladimir Chirakhov, as Non-Executive Director
3g. To re-elect Mr. Dmitry Kamensky, as Non-Executive Director
3h. To re-elect Mr. Alexey Katkov, as Non-Executive Director
3i. To re-elect Mr. Alexander Shulgin, as Executive Director
4. Approval of Directors’ remuneration as set out in the Notice of the AGM
Regarding approval of the Company’s audited consolidated and standalone financial statements for the year ended December 31, 2020, together with the respective independent auditors’ reports and the management reports therein, the final voting results were as follows:
Regarding the appointment of the Auditors as the Company’s auditors and authorization to the Board of Directors to set the remuneration of the Auditors, the final voting results were as follows:
Regarding election of Directors, the final voting results were as follows:
The following Director was re-elected as Independent Director:
The following Director was elected as Independent Director:
The following Director was re-elected as Independent Director:
The following Director was re-elected as Independent Director:
The following Director was re-elected as Non-Executive Director*:
The following Director was re-elected as Non-Executive Director*:
The following Director was re-elected as Non-Executive Director*:
The following Director was re-elected as Non-Executive Director*:
The following Director was re-elected as Executive Director:
Regarding approval of Directors’ remuneration as set out in the AGM Notice, the final voting results were as follows:
*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.
Contacts
Investor Relations
Maryia Berasneva, Head of Investor Relations, OZON
ir@ozon.ru
Press Office
Maria Zaikina, Director of Public & Industry Relations, OZON
pr@ozon.ru
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, 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. 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.
