NOT FOR RELEASE, PUBLICATION DISTRIBUTION OR USE, IN WHOLE OR IN PART, IN THE UNITED STATES OF AMERICA OR OTHERWISE BY, IN, INTO FROM OR TO ANY JURISDICTION OR PERSON WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF ANY LAW OR REGULATION

12 December 2024

ROEMER CAPITAL (EUROPE) LIMITED

Announcement of Invitation to Voluntary Tender

to the holders of American depositary shares of USD 0.01 each representing the issued and outstanding ordinary shares in Ozon Holdings PLC, ISIN: US69269L1044 available for settlement through Euroclear settlement system (“Shares”)

THIS INVITATION WILL EXPIRE AT 16:00 UTC ON 22 JANUARY 2025 (“EXPIRATION TIME”).

Roemer Capital (Europe) Limited (the “Purchaser”) is inviting certain holders of Shares to tender for the sale of up to 700,000 units of Shares for cash at a purchase price of USD 19.75 per 1 Share (the “Purchase Price”), subject to the terms and conditions set out the Invitation to Voluntary Tender Memorandum (the “Memorandum”) and template tender instructions (the “Tender Instruction”) each available on the designated website https://roemercapital.com/news/ozon3/ (collectively, the “Tender Documents”).

The Purchaser is a private company limited by shares, incorporated and registered in the Republic of Cyprus with company number HE 333287, whose registered office is at Georgiou Karaiskaki, 17, LIMASSOL BUSINESS CENTRE, Floor 4, Office 4, 3032 Limassol, Cyprus. The Purchaser is authorised and regulated by the Cyprus Securities and Exchange Commission of P.O. BOX 24996, 1306 Nicosia, Cyprus, CIF Licence Number 305/16. The Purchaser is not affiliated with Ozon Holdings PLC or its management.

THE INFORMATION CONTAINED IN THE TENDER DOCUMENTS IS ADDRESSED EXCLUSIVELY TO ELIGIBLE SELLERS (AS DEFINED IN SECTION 3 OF THE MEMORANDUM) AND THEIR AUTHORISED REPRESENTATIVES AND AGENTS.

FOR THE AVOIDANCE OF DOUBT, SHARES THAT ARE NOT AVAILABLE FOR SETTLEMENT THROUGH EUROCLEAR BANK SA/NV SETTLEMENT SYSTEM (INCLUDING, WITHOUT LIMITATION, ANY SHARES HELD THROUGH DEPOSITARY TRUST COMPANY AND/OR CLEARSTREAM BANKING S.A.) ARE NOT DEEMED ELIGIBLE SHARES FOR THE PURPOSE OF THE TENDER DOCUMENTS.

THE PURCHASER EXPRESSLY RESERVES ITS RIGHTS, IN ITS SOLE AND ABSOLUTE DISCRETION, TO REJECT ANY TENDER INSTRUCTIONS, NOT TO ACCEPT ANY TENDERED SHARES, NOT TO PURCHASE ANY ELIGIBLE SHARES OR TO EXTEND, RE-OPEN, WITHDRAW OR TERMINATE THE TENDER DOCUMENTS AND TO AMEND OR WAIVE ANY OF THE TERMS AND CONDITIONS OF THE TENDER DOCUMENTS IN ANY MANNER. THE PURCHASER WILL NOT IN ANY CIRCUMSTANCES BE LIABLE FOR ANY COSTS, EXPENDITURE, WORK OR EFFORT INCURRED BY ANY TENDERER IN CARRYING OUT ENQUIRIES IN RELATION TO, PROCEEDING WITH, OR PARTICIPATING IN, ANY TRANSACTION UNDER THE TENDER DOCUMENTS, INCLUDING IF THE TENDER DOCUMENTS ARE WITHDRAWN, TERMINATED OR AMENDED BY THE PURCHASER.

THE PURCHASER MAKES NO RECOMMENDATION AS TO WHETHER AN ELIGIBLE SELLER SHOULD OR SHOULD NOT TENDER ELIGIBLE SHARES PURSUANT TO THE TENDER DOCUMENTS. ALL ELIGIBLE SELLERS SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE.

THE PURCHASER SHALL NOT BE LIABLE IF THE SETTLEMENT OF ANY TRANSACTION ENTERED INTO IN ACCORDANCE TO THE TENDER DOCUMENTS COULD NOT BE COMPLETED FOR ANY REASON.

TENDER DOCUMENTS

Memorandum: Link

Template Tender Instruction: Link

FOR FURTHER INFORMATION

Roemer Capital (Europe) Limited
Georgiou Karaiskaki, 17
LIMASSOL BUSINESS CENTRE, Floor 4, Office 4
3032 Limassol
Cyprus

https://roemercapital.com/news/ozon3/
ozon3@roemercapital.com