OZON HOLDINGS PLC AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit AgreementDeposit Agreement • November 17th, 2020 • Ozon Holdings PLC • Retail-catalog & mail-order houses • New York
DEPOSIT AGREEMENT dated as of , 2020 among OZON HOLDINGS PLC, a company incorporated under the laws of the Republic of Cyprus (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
Ozon Holdings PLC Ordinary Shares, in the form of American Depositary Shares Underwriting AgreementUnderwriting Agreement • November 17th, 2020 • Ozon Holdings PLC • Retail-catalog & mail-order houses • New York
Ozon Holdings PLC, a company incorporated under the laws of the Republic of Cyprus (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of ordinary shares (the “Firm Shares”) to be delivered in the form of American Depositary Shares, each representing one of the Company’s ordinary shares, nominal value $0.001 per share (the “Firm ADSs”), and, at the election of the Underwriters, up to additional ordinary shares (the “Optional Shares” and, together with the Firm Shares, the “Shares”) to be delivered in the form of ADSs (the “Optional ADSs”). The Firm ADSs and the Optional ADSs that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “ADSs.”
PRELIMINARY LEASE AGREEMENT MoscowPreliminary Lease Agreement • November 17th, 2020 • Ozon Holdings PLC • Retail-catalog & mail-order houses
This Preliminary Lease Agreement (hereinafter referred to as the “Agreement”) is entered into on November 6, 2019 in Moscow, Russian Federation, by and between:
AMENDED AND RESTATED CONVERTIBLE LOAN AGREEMENT IN RESPECT OF OZON HOLDINGS PLC AS COMPANYConvertible Loan Agreement • November 17th, 2020 • Ozon Holdings PLC • Retail-catalog & mail-order houses
PRIVATE PLACEMENT AGREEMENT IN RESPECT OF OZON HOLDINGS PLCPrivate Placement Agreement • November 17th, 2020 • Ozon Holdings PLC • Retail-catalog & mail-order houses
RUB 6,000,000,000 FACILITY AGREEMENT dated 26 MARCH 2020 for arranged by SBERBANK INVESTMENTS LIMITED withFacility Agreement • November 17th, 2020 • Ozon Holdings PLC • Retail-catalog & mail-order houses
Orientir Zapad-1 Limited Liability Company and Internet Solutions Limited Liability Company PRELIMINARY LEASE AGREEMENT No. 26-10-20_PLA_STPreliminary Lease Agreement • November 17th, 2020 • Ozon Holdings PLC • Retail-catalog & mail-order houses
This Preliminary Lease Agreement (hereinafter referred to as the Preliminary Agreement) is entered into on 26 October 2020 in Moscow, Russian Federation, by and between:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 30th, 2021 • Ozon Holdings PLC • Retail-catalog & mail-order houses • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of the November 22, 2020, by and among Ozon Holdings PLC, a Cypriot public limited company, having its registered office at 2-4 Arch. Makarios III, 9th Floor Capital Center, Nicosia, Cyprus, registered (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and, the Investors together with the Company, the “Parties” and each, a “Party.”
OFFICE LEASE AGREEMENTOffice Lease Agreement • November 17th, 2020 • Ozon Holdings PLC • Retail-catalog & mail-order houses
City Center Investment B.V., a company incorporated under the laws of the Netherlands, with its principal place of business at: Jupiterstraat 55, 2132HC Hoofddorp, the Netherlands, registered by the Chamber of Commerce and Industry for Amsterdam on February 10, 2003 under the file number 34186163, having on the territory of the Russian Federation its representative office at: 10 Presnenskaya Naberezhnaya, Moscow, Russia, number of accreditation entry 20150005392, Accreditation Certificate issued by Inter-District Office of the Federal Tax Service No.47 of Moscow on May 06, 2015 on the blank series 77 No. 016288433, INN 9909123302, KPP 773851001, represented by General Representative Mr. Yilmaz Musir Emre and Representative Ms. Trifonova Ksenia Olegovna, acting jointly on the basis of the Power of Attorney dated November 01, 2016 (“Landlord”), and
Supplementary Agreement No. 1 to Long-Term Lease Agreement w/o No. dated August 04, 2020 (novation agreement)Long-Term Lease Agreement • November 17th, 2020 • Ozon Holdings PLC • Retail-catalog & mail-order houses
Internet Solutions Limited Liability Company, a legal entity incorporated and existing in accordance with the laws of the Russian Federation, registered by Interdistrict Inspectorate No. 46 of the Federal Tax Service for Moscow on September 24, 2002 with the Primary State Registration Number (OGRN) 1027739244741, INN 7704217370, KPP 770301001, with its registered office located at: 123112, Moscow, Presnenskaya nab., 10, Premises i, Floor 41, Room 6, represented by Geil Alexander Vladimirovich, acting under Power of Attorney 77 AG 4342333 dated June 17, 2020, certified by Moscow Notary Yu.V. Krylova, Protocol No. 77/719-n/77-2020-1-1182, hereinafter referred to as the Lessee, for one part, Internet Logistics Limited Liability Company, a legal entity incorporated and existing in accordance with the laws of the Russian Federation, registered by Interdistrict Inspectorate No. 12 of the Federal Tax Service for the Tver Region on December 27, 2007 with the Primary State Registration Number (
ContractStock Option Agreement • January 27th, 2021 • Ozon Holdings PLC • Retail-catalog & mail-order houses
This AMENDED AND RESTATED STOCK OPTION AGREEMENT (the “Restated SOA”) is executed this 30 December 2020 (the “Effective Date”) BY AND BETWEEN:
OFFICE LEASE AGREEMENTOffice Lease Agreement • November 17th, 2020 • Ozon Holdings PLC • Retail-catalog & mail-order houses
City Center Investment B.V., a company incorporated under the laws of the Netherlands, with its principal place of business at: Jupiterstraat 55, 2132HC Hoofddorp, the Netherlands, registered by the Chamber of Commerce and Industry for Amsterdam on February 10, 2003 under the file number 34186163, having on the territory of the Russian Federation its representative office at: 10 Presnenskaya Naberezhnaya, Moscow, Russia, number of accreditation entry 20150005392, Accreditation Certificate issued by Inter-District Office of the Federal Tax Service No.47 of Moscow on May 06, 2015 on the blank series 77 No. 016288433, INN 9909123302, KPP 773851001, represented by General Representative Mr. Yilmaz Musir Emre and Representative Ms. Trifonova Ksenia Olegovna, acting jointly on the basis of the Power of Attorney dated November 01, 2016 (“Landlord”), and
AMENDED AND RESTATED CONVERTIBLE LOAN AGREEMENT IN RESPECT OF OZON HOLDINGS PLC AS COMPANYConvertible Loan Agreement • November 17th, 2020 • Ozon Holdings PLC • Retail-catalog & mail-order houses
December 28, 2018 Caravella Limited Liability Company and Internet Solutions Limited Liability Company LONG-TERM LEASE AGREEMENT IR-4241/18Long-Term Lease Agreement • November 17th, 2020 • Ozon Holdings PLC • Retail-catalog & mail-order houses
CONVERTIBLE LOAN AGREEMENT IN RESPECT OF OZON HOLDINGS LIMITED AS BORROWERConvertible Loan Agreement • November 17th, 2020 • Ozon Holdings PLC • Retail-catalog & mail-order houses
Ozon Has Entered into a Standstill Agreement in Respect of Its $750 Million Senior Unsecured Convertible Bonds Due 2026Standstill Agreement • June 1st, 2022 • Ozon Holdings PLC • Retail-catalog & mail-order houses
June 1, 2022 – Ozon Holdings PLC (NASDAQ and MOEX: “OZON”, thereafter referred to as “we”, “us”, “our”, “Ozon” or the “Company”), the operator of a leading Russian e-commerce platform, provides further update in respect of its $750 million 1.875 per cent senior unsecured convertible bonds due 2026 (“Bonds”), issued by the group’s Cypriot holding company, Ozon Holdings PLC.
OZON HOLDINGS PLC AND COMPUTERSHARE TRUSTEES (JERSEY) LIMITED TRUST DEED THE OZON EMPLOYEE BENEFIT TRUSTTrust Deed • April 1st, 2021 • Ozon Holdings PLC • Retail-catalog & mail-order houses • England and Wales
WHEREAS the Company has paid the sum of USD 100 and intends to provide other financial assistance to the Original Trustees for the acquisition of shares (which may take the form of American Depositary Shares) in the Company to be held for the benefit of employees of the Company and other persons listed in this Deed.
April 29, 2020 Managing Company A-Class Capital (Fiduciary Manager of Combined Closed-End Investment Fund PNK Development) and Internet Solutions Limited Liability Company LONG-TERM LEASE AGREEMENT No. IR-14688/20 Warehouse building located on the...Long-Term Lease Agreement • November 17th, 2020 • Ozon Holdings PLC • Retail-catalog & mail-order houses
AMENDED AND RESTATED INVESTMENT AND SUBSCRIPTION WITH ADVANCE PAYMENT AGREEMENT IN RESPECT OF OZON HOLDINGS PLC AS COMPANYInvestment and Subscription Agreement • November 17th, 2020 • Ozon Holdings PLC • Retail-catalog & mail-order houses
THIS AMENDED AND RESTATED INVESTMENT AND SUBSCRIPTION WITH ADVANCE PAYMENT AGREEMENT (this “Agreement”) is made on 30 October 2020 by and among:
LONG-TERM LEASE AGREEMENT No. 01/05Long-Term Lease Agreement • November 17th, 2020 • Ozon Holdings PLC • Retail-catalog & mail-order houses
This Long-term Lease Agreement is made on July 1, 2020 in the village of Lenina, Aksay district of Rostov region, Russian Federation, by and between:
August 4, 2020 Internet Logistics Limited Liability Company and Internet Solutions Limited Liability Company LONG-TERM LEASE AGREEMENT FOR BUILDINGS, FACILITIES AND STRUCTURES located at: Tver Region, Kalininsky District, Burashevskoye rural...Long-Term Lease Agreement • November 17th, 2020 • Ozon Holdings PLC • Retail-catalog & mail-order houses
AMENDED AND RESTATED CONVERTIBLE LOAN AGREEMENT IN RESPECT OF OZON HOLDINGS LIMITED AS BORROWERConvertible Loan Agreement • November 17th, 2020 • Ozon Holdings PLC • Retail-catalog & mail-order houses
December 28, 2018 Caravella Limited Liability Company and Internet Solutions Limited Liability Company PRELIMINARY LEASE AGREEMENTPreliminary Lease Agreement • November 17th, 2020 • Ozon Holdings PLC • Retail-catalog & mail-order houses
This Preliminary Lease Agreement (hereinafter referred to as the “Preliminary Agreement”) is executed on December 28, 2018 in Moscow, Russian Federation, by and between:
