Ozon : Agenda and Explanatory Notes

OZON HOLDINGS PLC

2-4 Arch. Makarios III Avenue, Capital Center, 9th Floor, 1065, Nicosia, Cyprus

[phone], www.ozon.ru

2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS

(THE "MEETING" OR "AGM")

AGENDA AND EXPLANATORY NOTES

Distributed electronically to:

All the shareholders of Ozon Holdings PLC

The Auditors:

KPMG International represented by KPMG Limited

KPMG International represented by KPMG JSC

Date:

December 23, 2021 at 09:00 AM Cyprus time

Location: 2-4 Arch. Makarios III Avenue, Capital Center, 9th Floor, 1065, Nicosia, Cyprus

Opening

Introductory Remarks

Agenda

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

On the recommendation of the Audit Committee, the Board of Directors ("Board") has considered, approved and recommends to the Meeting to consider and adopt: (i) Ozon Holdings PLC consolidated financial statements for the year ended December 31, 2020, prepared in accordance with International Financial Reporting Standards ("IFRS") and audited in accordance with the standards of PCAOB, together with the Report of Independent Registered Public Accounting Firm thereon; (ii) Ozon Holdings PLC consolidated financial statements for the year ended December 31, 2020, prepared in accordance with IFRS as adopted by the European Union, and the requirements of the Cyprus Companies Law, Cap. 113 and audited in accordance with the ISA, including the management report therein, and together with the Independent Auditors' Report thereon; (iii) Ozon Holdings PLC standalone financial statements for the year ended December 31, 2020, prepared in accordance with IFRS as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113 and audited in accordance with the ISA, including the management report therein, and together with the Independent

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Auditors' Report thereon, and (iv) to authorize any Director and/or the Secretary of the Company to proceed with filing of respective annual returns for the year 2020 with the Department of Registrar of Companies and Official Receiver, if required.

1. Appointment of the Company's auditors
   On the recommendation of the Audit Committee, the Board recommends to the Meeting to reappoint KPMG International represented by KPMG Limited (in Cyprus) and KPMG International represented by KPMG JSC (in Russia) ("Auditors") as the Auditors of the Company for the period commencing from the conclusion of the Meeting until the conclusion of the following annual general meeting of the Company and to authorize the Board to fix the Auditors' remuneration at its discretion.
2. Election of Directors
   On the recommendation of the Nominating Committee (other than for the Directors in 3e, 3f, 3g and 3h below, who under the Company's Articles are appointed by the respective holders of the Class A Shares) the Board recommends to the Meeting to do the following:
   3a. To reelect Ms. Lydia Jett, as Independent Director.
   3b. To elect Mr. Nilesh Lakhani, as Independent Director.
   3c. To reelect Mr. Charles Ryan, as Independent Director.
   3d. To reelect Mr. Peter Sirota, as Independent Director.
   3e. To reelect Ms. Elena Ivashentseva, as Non-Executive Director.
   3f. To reelect Mr. Vladimir Chirakhov, as Non-Executive Director.
   3g. To reelect Mr. Dmitry Kamensky, as Non-Executive Director.
   3h. To reelect Mr. Alexey Katkov, as Non-Executive Director.
   3i. To reelect Mr. Alexander Shulgin, as Executive Director.
3. Approval of Directors' remuneration
   On the recommendation of the Compensation Committee, the Board recommends to the Meeting to approve the remuneration of its Directors as follows: (i) each Independent Director shall be entitled to compensation in the amount of up to 20,000 Restricted Share
   Units ("RSU") in accordance with the Equity Incentive Plan of the Company, as of the date of this Meeting, subject to quarterly vesting over a four-year period with no cliff. The first vesting date shall be 31 December 2021. Each Independent Director who has already been awarded RSUs may receive additional awards of RSUs provided that the aggregate number of RSUs awarded to such Independent Director does not exceed 20,000; (ii) an additional fee of up to US$12,000 may be paid to an Independent Director in cash on an annual basis for such Independent Director's membership in any committee of the Board; (iii) an additional fee of up to US$40,000 may be paid to an Independent Director holding the role of chairman of the Audit Committee; (iv) an additional fee of up to US$25,000 may be paid to each Independent Director holding the role of a chairman of any committee of the Board other than the Audit Committee; (v) a fee of up to

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US$35,000 may be paid to an Independent Director in cash for each meeting of the Board that such Independent Director attends in person; and (vi) the Company shall reimburse all Directors for any and/or all expenses incurred by such Directors in relation to performing their duties.

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Explanatory Notes to the Agenda

Opening

The Chairman will make necessary arrangements for the conduction of the meeting and will look back on 2020, including the Group's financial performance.

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

Copies of the audited consolidated and standalone financial statements and the management reports therein for the year ended December 31, 2020, together with the respective independent auditors' reports, are available for inspection by shareholders at the registered office of the Company and can also be obtained from Investor Relations by email: [e-mail]

1. Appointment of the Company's auditors
   In accordance with the provisions of Section 153 of the Companies Law Cap 113, the Auditors of the Company shall be appointed at each annual general meeting. Accordingly, it is proposed to re-appoint KPMG International represented by KPMG Limited (in Cyprus). It is proposed to re-appoint KPMG International represented by KPMG JSC (in Russia) as Auditors for preparing the Financial Statements in accordance with the standards of PCAOB and the Report of Independent Registered Public Accounting Firm thereon.
2. Election of Directors
   According to Regulation 94A of the Company's Articles of Association (the "Articles"), any Directors appointed by the Board shall hold office until the next following AGM and shall then be eligible for reelection. The following directors were appointed by the Board pursuant to the unanimous written resolution of the Board dated 23 November 2020 and their term as Directors will expire as of the forthcoming AGM:
3. • Ms. Lydia Jett, as Independent Director;
   • Mr. Charles Ryan, as Independent Director;
   • Mr. Peter Sirota, as Independent Director;
   • Mr. Emmanuel DeSousa, as Independent Director; and
   • Mr. Alexander Shulgin, as Executive Director,

(the "Board-Appointed Directors")

Each Board Appointed Director is eligible for re-election. Mr. Emmanuel DeSousa informed the Company that he will be retiring from the Board of Directors of the Company

It is further noted that, in accordance with the provisions of the regulation 75A of the Articles, each of the holders of Class A shares has the right to appoint, remove or substitute two Directors of the Company.

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Considering that the forthcoming AGM will be the first AGM of the Company following the Company's Initial Public Offering, all Directors other than the Board Appointed Directors consider it appropriate to retire at the forthcoming AGM and offer themselves for re-election. In accordance with the unanimous resolution of the Nominating Committee as of November 15, 2021, the Board recommends to the Meeting to elect each of the following persons by a separate resolution to the Board of Directors:

• Ms. Lydia Jett, as Independent Director;
• Mr. Nilesh Lakhani, as Independent Director;
• Mr. Charles Ryan, as Independent Director;
• Mr. Peter Sirota, as Independent Director; and
• Mr. Alexander Shulgin, as Executive Director.

Baring Vostok Fund V Nominees Limited, a holder of one Class A share in the Company, will exercise its right, pursuant and subject to Regulation 75A of the Articles, to reappoint the following directors:

• Ms. Elena Ivashentseva, as Non-Executive Director; and
• Mr. Dmitry Kamensky, as Non-Executive Director.

Sistema Public Joint Stock Financial Corporation, a holder of one Class A share in the Company, will exercise its right, pursuant and subject to Regulation 75A of the Articles, to re-appoint the following directors:

• Mr. Vladimir Chirakhov, as Non-Executive Director; and
• Mr. Alexey Katkov, as Non-Executive Director.

According to Regulation 76 of the Articles, one-third of the Directors (or if their number is not three or a multiple of three, then the number nearest to one-third) shall retire from office at each AGM, provided that no Independent Director shall be required to retire until at least two-thirds of the Directors have retired and/or have been re-elected pursuant to Regulation 76 of the Articles at the two consecutive AGMs held after the IPO. Retiring directors are eligible for re-election. As the current maximum number of Directors pursuant to Regulation 75 of the Articles is nine, at least three directors should retire at each AGM.

A brief summary of the business experience of the Directors is hereby attached as "Appendix A".

4. Approval of Directors' remuneration

According to Regulation 79(a) of the Articles, the remuneration of the Directors other than Executive Directors in their capacity as employees shall be determined from time to time by the Company at the General Meeting.

The Board has determined that the remuneration of the Company's Independent Directors as suggested for approval at the Meeting is in line with the market, and makes recommendations in respect of Directors' remuneration based on the following considerations:

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