REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of Each Class |
Trading Symbol |
Name of Each Exchange on Which Registered | ||
The Nasdaq Global Select Market* |
* | Not registered for trading, but exist only in connection with the registration of the American Depositary Shares. |
☒ | Accelerated filer ☐ | Non-accelerated filer | ☐ | |||||||
Emerging growth company |
U.S. GAAP ☐ | Other ☐ |
Auditor name: |
Auditor location: |
Auditor Firm ID: |
iii | ||||
iv | ||||
vi | ||||
1 | ||||
1 | ||||
1 | ||||
1 | ||||
1 | ||||
1 | ||||
1 | ||||
1 | ||||
52 | ||||
52 | ||||
52 | ||||
81 | ||||
81 | ||||
82 | ||||
82 | ||||
82 | ||||
95 | ||||
99 | ||||
99 | ||||
99 | ||||
100 | ||||
100 | ||||
103 | ||||
105 | ||||
107 | ||||
107 | ||||
107 | ||||
107 | ||||
109 | ||||
111 | ||||
111 | ||||
111 | ||||
111 | ||||
111 | ||||
111 |
111 | ||||
112 | ||||
112 | ||||
112 | ||||
112 | ||||
112 | ||||
112 | ||||
112 | ||||
112 | ||||
113 | ||||
113 | ||||
126 | ||||
127 | ||||
127 | ||||
127 | ||||
127 | ||||
127 | ||||
127 | ||||
127 | ||||
127 | ||||
128 | ||||
130 | ||||
130 | ||||
130 | ||||
130 | ||||
132 | ||||
132 | ||||
132 | ||||
133 | ||||
133 | ||||
133 | ||||
133 | ||||
133 | ||||
134 | ||||
134 | ||||
135 | ||||
135 | ||||
135 | ||||
135 | ||||
F-1 | ||||
137 |
• | Contribution (Loss)/Profit non-operating income/(expense), general and administrative expenses, technology and content expenses and sales and marketing expenses. |
• | Adjusted EBITDA non-operating income/(expense), depreciation and amortization and share-based compensation expense. |
• | Free Cash Flow |
• | GMV incl. services (gross merchandise value including revenue from services) |
• | Share of Marketplace GMV |
• | Number of orders |
• | Number of active buyers 12-month period preceding the relevant date, net of returns and cancellations. |
• | our future financial performance, including our revenue, operating expenses and our ability to achieve and maintain profitability; |
• | our expectations regarding the development of our industry and the competitive environment in which we operate; |
• | the growth of our brand awareness and overall business; and |
• | our ability to improve our product offerings and technology platform and product offerings to attract and retain buyers and sellers. |
• | the geopolitical crisis surrounding Ukraine and related sanctions, risks and uncertainties, including the risk that we, any member of our Group, our directors or members of our senior management might be targeted by sanctions; |
• | any significant fluctuations in our results of operations and growth rate; |
• | our lack of historical profitability and risks in achieving profitability in the future; |
• | our ability to effectively promote our business and attract new and retain current buyers and sellers; |
• | any failure to retain our market position in a highly competitive e-commerce market; |
• | any failure to obtain additional funds to finance our future capital needs; |
• | our reliance on counterparties and third-party providers; |
• | our reliance on the Russian internet infrastructure; |
• | global political and economic stability; |
• | further widespread impacts of the COVID-19 pandemic or other health crises restricting the level of business activity, travel, transportation and otherwise affecting our buyers, sellers and third-party providers, as well as any governmental or international response measures; |
• | privacy, personal data and data protection concerns; |
• | our ability to successfully remediate the existing material weakness in our internal control over financial reporting and our ability to establish and maintain an effective system of internal control over financial reporting; and |
• | as a foreign private issuer, we are exempt from a number of rules under the U.S. securities laws and Nasdaq corporate governance rules and are permitted to file less information with the SEC than U.S. companies, which may limit the information available to holders of the ADSs. |
• | sanctions imposed by the United States, the European Union, the United Kingdom and other countries in relation to the geopolitical crisis surrounding Ukraine are likely to have a material adverse effect on our business, financial condition and results of operations and on the value and trading of the ADSs; |
• | we engage in de minimis |
• | we may experience significant fluctuations in our results of operations and growth rate; |
• | we have incurred significant losses in the past and are likely to continue to incur losses as we continue to invest in order to grow and scale our business, and we may not achieve profitability on the timeline that we anticipate; |
• | we may need to raise additional funds to finance our future capital needs, which may dilute the value of the outstanding ADSs or prevent us from growing our business; |
• | if we fail to effectively promote our business and attract new and retain current buyers and sellers, our business, prospects, financial condition and results of operations may be materially and adversely affected; |
• | we operate in a competitive market. If we fail to retain our current market position, our business and results of operations could be materially and adversely affected; |
• | our expansion into new products, services, technologies and geographic regions subjects us to additional risks; |
• | we may be required to obtain further permits or licenses with respect to our existing and new Fintech solutions in the future, our existing Fintech licenses may be revoked and we may be subject to the increased level of scrutiny from Russian regulatory authorities; |
• | we rely on many counterparties and third-party providers in our business, and the nonperformance or loss of a significant third-party provider through bankruptcy, consolidation, or otherwise, could adversely affect our operations; |
• | privacy and data protection concerns and related claims, including evolving government regulation in the area of consumer data privacy or data protection, could adversely affect our business and results of operations; |
• | we may be subject to material litigation; |
• | we are exposed to the risk of inadvertently violating anti-corruption laws, anti-money laundering laws and other similar laws and regulations; |
• | our business may be materially adversely affected by the COVID-19 pandemic; |
• | if we were treated as a passive foreign investment company, investors in the ADSs subject to U.S. federal income tax could have material adverse tax consequences; |
• | the adoption, maintenance and expansion of international embargo, economic, trade or other sanctions against Russia may have a material adverse effect on our business, financial condition and results of operations; |
• | investing in securities of issuers in emerging markets, such as Russia, generally involves a higher degree of risk than investments in securities of issuers from more developed countries and carries risks that are not typically associated with investing in more mature markets; |
• | economic instability in Russia could adversely affect our business; |
• | the ongoing development of the Russian legal system and Russian legislation, including the legal framework governing Fintech and e-commerce industries, data protection and related internet services, creates an uncertain environment for investment, business activity and our operations; |
• | the rights of our shareholders are governed by Cyprus law and our articles of association and differ in some important respects from the typical rights of shareholders under U.S. state laws; |
• | changes in Russian tax law could adversely affect our Russian operations; |
• | trading of the ADSs on Nasdaq has been, and remains, suspended; |
• | as a foreign private issuer within the meaning of the Nasdaq corporate governance rules, we are permitted to, and we will, rely on exemptions from certain of the Nasdaq corporate governance standards, including the requirement that a majority of our board of directors consist of independent directors. Our reliance on such exemptions may afford less protection to holders of the ADSs; |
• | we have identified a material weakness in our internal control over financial reporting, and if our remediation of such material weakness is not effective, or if we fail to develop and maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired; |
• | anti-takeover provisions in our organizational documents and Cyprus law may discourage or prevent a change of control, even if an acquisition would be beneficial to our shareholders, which could depress the price of the ADSs and prevent attempts by our shareholders to replace or remove our current management; |
• | the price of the ADSs might fluctuate significantly, and investors could lose all or part of their investment; and |
• | it may be difficult to enforce a U.S. judgment against us, our directors and officers named in this Annual Report outside the United States, or to assert U.S. securities law claims outside of the United States. |
• | the increase of the CBR key interest rate from 9.50% to 20.00% (subsequently reduced to 17.00% as of the date of this Annual Report and to 14.00% from May 4, 2022); |
• | a mandatory sale of 80% of foreign currency proceeds by Russian currency residents participating in foreign economic activity (unless the Russian Government Commission for the Control of Foreign Investments or the CBR approves a different amount); |
• | limitations of foreign currency loans to non-Russian residents and certain foreign currency transfers abroad; |
• | limitations on types of accounts permitted for dividend payments to non-Russian residents from “hostile” states; |
• | approval regime for certain transactions between non-Russian residents from “hostile” states and Russian currency residents with respect to shares or real estate; |
• | special procedure for the servicing and repayment of external debt exceeding P 10 million per month by foreign creditors from “hostile” states (including the use of a special ruble account or a permit from the CBR or the Russian Ministry of Finance for debt repayment); |
• | limitations on the amount of prepayments and advance payments made by Russian currency residents (with some exceptions) to non-Russian residents in respect of certain types of contracts as set out by the CBR; |
• | prohibitions for Russian currency residents to pay for shares, contributions and participatory units in the assets (authorized or share capital) of a non-Russian resident unless the CBR permit is provided; and |
• | wide restrictions on export of certain goods and equipment from Russia until the end of 2022. |
• | On February 28, 2022, trading of the ADSs on Nasdaq was suspended by Nasdaq. It is currently unknown when trading of the ADSs will resume. While we believe that we comply with all Nasdaq listing standards, there is no guarantee that Nasdaq would not seek the delisting of the ADSs from Nasdaq or will allow trading to resume. If trading of the ADSs is resumed, trading would likely be volatile, and the trading price of the ADSs may decline significantly. In addition, the U.S. has imposed a prohibition for U.S. persons to make any “new investments” in Russia starting from April 6, 2022. While we do not believe that the ban would prohibit trading in the ADSs that existed before April 6, 2022 by U.S. persons, there has been no guidance issued by OFAC and we cannot give any assurance that OFAC would not take a different position. The UK is reportedly planning to introduce an investment ban as well, but the scope of any such ban, and its potential applicability to the ADSs, is unclear. There can also be no assurance that brokers, dealers and other financial intermediaries from |
the U.S., the EU, the UK or other Western countries will be allowed to execute transactions with the ADSs due to potential legal restrictions or limitations set out in their internal policies, which will materially adversely affect the value and trading of the ADSs. Trading of securities on MOEX was generally suspended from February 28 to March 23, 2022, and trading of the ADSs on MOEX was resumed on March 29, 2022. However, sales of securities by international investors on MOEX are currently significantly limited. The trading value of the ADS on MOEX may therefore be different from the value at which they would trade if all of the ADSs were available for trading on Nasdaq and MOEX. |
• | Under the terms of our $750 million 1.875% senior unsecured convertible bonds due 2026 (the “Bonds”), a “Delisting Event” occurs if, among other things, trading of the ADSs on Nasdaq is suspended for a period of seven dealing days or more. As a result of the suspension of the ADSs on Nasdaq, a Delisting Event under the Bonds occurred following the close of trading on March 8, 2022. Under the terms of the Bonds, the holders of the Bonds will be entitled to require us to redeem their Bonds at the principal amount together with accrued interest on the redemption date, which is May 31, 2022. Alternatively, the holders of the Bonds will be entitled to exercise their conversion rights under the Bonds at a conversion price currently equal to $86.6480. Due to, among other things, uncertainty around the impact of the restrictions under the recently enacted Russian capital control and protection measures on the ability to transfer cash funds outside of Russia from our Russian subsidiaries to our holding company, which is the issuer of the Bonds, there is a risk that we will not have sufficient liquidity available at the relevant time at the level of our holding company to fund the payments required for the redemption if all or significant number of the holders of the Bonds choose to exercise their redemption right. A failure to timely pay the amounts due under the redemption would result in an “Event of Default” under the terms of the Bonds and may trigger a potential cross-default on our other liabilities. If we provided to our holding company the liquidity necessary to fund the early redemption in the absence of the new restrictions, such redemption would result in a significant reduction in the amount of liquidity available to fund our operations and would have a significant effect on our operations and growth outlook. We have entered into discussions with an ad hoc Operating and Financial Review and Prospects—Liquidity and Capital Resources |
• | our ability to raise additional capital, especially from companies and financial institutions established in Western states, is likely to be materially adversely affected or we may only be able to raise additional capital at significantly increased costs, which could potentially reduce the size of our investments into the expansion of our infrastructure and operations, and/or trading of the ADSs may be materially adversely affected; |
• | export control measures could impact our operations if they limit our ability to source technology or goods from other countries; |
• | we may not be able to launch our business operations in other countries or expand them to the desired scale; |
• | as a result of the capital control and protection measures described above, our Russian operating subsidiaries are also temporarily unable to transfer foreign currency outside of Russia without prior approval of the Russian Government, including to our holding company and to counterparties of our Russian businesses located outside of Russia; |
• | if additional or all Russian banks are disconnected from SWIFT or become subject to blocking sanctions or asset freezes, we may experience difficulties in making payments to our shareholders and holders of the Bonds outside of Russia; |
• | the negative impact on the Russian economy is likely to increase the credit risk for many of our customers, which will result in additional amounts of expected credit losses to be recognized in future. In addition, in March 2022, international rating agencies, including Fitch and Moody’s, withdrew Russian sovereign ratings and stopped covering ratings of entities based in Russia. The withdrawal of ratings increases an uncertainty with respect to the credit risk of our counterparties; |
• | our existing or prospective counterparties, advisors and consultants may refuse to transact with us as a Russia-related business; and |
• | additional regulatory restrictions and measures that may be introduced from time to time may limit our ability to conduct our day-to-day |
• | on April 7, 2022, amendments to the Russian Criminal Code that would establish criminal liability for complying with foreign sanctions on the territory of Russia were introduced in the State Duma, the lower house of the Russian Parliament. If such amendments are adopted, they could limit our ability to transact with foreign counterparties as they may be unable to work with us; |
• | on April 27, 2022, amendments to Russian law requiring Russian companies to terminate depositary programs, under which the depositary receipts of such companies are listed on foreign stock exchanges, entered into force. While this law does not apply to us, it cannot be ruled out that this legislation would not be further extended to Russian businesses with foreign holding companies, or that such foreign holding companies would not be required to redomicile in Russia and terminate their depositary programs. The adoption of such legislation could result in the delisting of the ADSs from Nasdaq and materially adversely affect the value and trading of the ADSs and the structure of our share capital more generally; and |
• | on April 8, 2022, a draft law that would allow authorities of Russian constituent entities to order “hostile” foreign states and individuals and companies from such foreign states to dispose of their property for the benefit of such constituent entities was introduced in the State Duma. The draft law is broadly formulated, and it is not clear whether this right of Russian constituent entities would be triggered by the imposition of similar measures by “hostile” foreign states in respect of property of Russian persons. It is also not clear whether this draft law would allow, if adopted as currently drafted, the selective or discretionary forceful disposal of property held by foreign holding companies established in “hostile” foreign states. |
• | additional prohibitions on Russian sovereign debt and transactions involving the CBR, the Russian National Wealth Fund and the Russian Ministry of Finance; |
• | blocking sanctions on leading Russian financial institutions, including Sberbank, VTB Bank, Alfa-Bank, VEB.RF (Vnesheconombank) and Promsvyazbank, Russian Direct Investment Fund and its management company, numerous defense-related entities, as well as blocking sanctions on Russian Government officials, entities, businessmen and managers with close ties to the Russian Government; |
• | additional prohibitions related to new debt and equity of major Russian state-owned enterprises and large privately-owned financial institutions; |
• | restrictions on Russia’s access to controlled U.S. goods, software and technologies, particularly items that Russia relies on for its defense, aerospace and maritime industries, including semiconductors, computers, telecommunications, information security equipment, lasers and sensors, as well as restrictions on the export, re-export and transfer (in-country) to and within Russia of a variety of items necessary for refining oil; |
• | prohibitions on the export, re-export, sale or supply from the U.S. or by a U.S. person to any person in Russia of luxury goods, dollar denominated banknotes and other items or any category of services as may be determined; |
• | prohibitions on the import to the U.S. of Russian crude oil, petroleum, liquefied natural gas, coal and other energy products, seafood and preparation thereof, alcoholic beverages and non-industrial diamonds, as well as any other products of Russian origin as may be determined; and |
• | prohibitions on new investments in the Russian energy sector and any other sector of the Russian economy as may be determined and a general prohibition on new investments in Russia by U.S. persons. |
• | expanded capital market restrictions, restrictions preventing Russian persons from accessing certain financial services within the EU such as deposit restrictions (including crypto-asset wallets) exceeding a certain threshold, the exclusion of certain banks from SWIFT, and a prohibition on physically bringing euros and other EU member state currencies into Russia; |
• | asset freezes and travel bans targeting prominent Russian businessmen, Russian politicians, Russian banks, including VTB Bank and VEB.RF (Vnesheconombank), Russian state-owned institutions and others; |
• | trade restrictions prohibiting export to Russia or for use in Russia of: aircraft, oil refinery, gas liquefaction-and energy sector-related products; advanced technology products; luxury goods; goods that contribute to enhancement of Russian industrial capacities; and comprehensive restrictions on dual-use goods; |
• | further trade restrictions, prohibiting the import into the EU of iron and steel products, coal and certain other fossil fuels as well as goods that “generate significant revenues for Russia” (for instance, wood, cement, fertilizers and aluminum) that originate in Russia or have been exported from Russia; |
• | prohibitions of all transactions with certain state-owned entities unless they are strictly necessary for the purchase, import or transportation of natural gas and oil, including refined petroleum products; |
• | investment restrictions, including restrictions on public financing for trade or investment in Russia; a restriction on investing in, participating or contributing to projects that are co-financed by the Russian Direct Investment Fund; a restriction on investing in entities operating in the energy sector in Russia; a prohibition on awarding or continuing the execution of public procurement contracts to or with a Russian person or entity owned by it or acting at the direction of such Russian person or its subsidiary; and a prohibition on providing any state support to Russian entities that are over 50% publicly owned or controlled; |
• | prohibitions on the provision of credit ratings and access to any subscription services related to credit rating activities to Russian nationals, residents and entities; |
• | media restrictions prohibiting the broadcast or contribution to the broadcast of a number of key Russian stations; |
• | transport restrictions resulting in Russian air carriers being banned from operating within the EU, a prohibition to enter EU ports of the EU for any vessel registered under the Russian flag and a prohibition on road transport undertakings established in Russia to transport goods by road within the EU with certain exceptions; |
• | general trust services restrictions that prohibit providing particular services to trusts or similar arrangements with settlors or beneficiaries being a Russian person, an entity owned by a Russian person or controlled by a Russian person or its subsidiary or acting at their direction. |
• | capital market restrictions in relation to shares and transferable securities issued by, and the provision of new loans to, Russian companies or companies owned by individuals resident or located in Russia on or after March 1, 2022, correspondent banking restrictions and restrictions on dealing with Russian sovereign debt and the CBR; |
• | expansion of the existing asset freeze list to include a number of Russian businessmen, including Mr. Vladimir Evtushenkov, Russian politicians and Russian banks, including Sberbank, VTB Bank, Alfa Bank, Gazprombank and Rosselkhozbank; |
• | trade restrictions for aircrafts, technology products, dual-use and military goods and technology, oil refining, quantum computing and advanced materials goods and technology and luxury goods; and |
• | aviation restrictions and restrictions on Russian vessels entering UK ports; |
• | prohibition on the import and acquisition of iron and steel products which are consigned from Russia or originate from Russia. |
• | significant volatility in its GDP; |
• | the impact of international sanctions and the increased geopolitical tensions between Russia and the Western countries over the geopolitical crisis surrounding Ukraine; |
• | increased tensions with other regions and countries; |
• | high levels of inflation; |
• | increases in, or high, interest rates; |
• | sudden price declines in oil and other natural resources; |
• | instability in the local currency market; |
• | lack of reform in the banking sector and a weak banking system providing limited liquidity to Russian enterprises; |
• | budget deficits; |
• | the continued operation of loss-making enterprises due to the lack of effective bankruptcy proceedings; |
• | capital flight; and |
• | significant increases in poverty rates, unemployment and underemployment. |
• | inconsistencies among federal laws, decrees, orders and regulations and regional and local laws, rules and regulations; |
• | limited judicial and administrative guidance on interpreting Russian legislation; |
• | the absence of established court practice, including in interpreting new principles of Russian legislation, particularly business and corporate law; |
• | substantial gaps in the regulatory structure due to the delay or absence of implementing legislation; and |
• | a high degree of unchecked discretion on the part of governmental and regulatory authorities. |
• | the effective parent gives binding directions to the effective subsidiary or provides consent to the relevant transactions entered into by the subsidiary; and |
• | the right of the effective parent to give binding instructions is based on its share in the subsidiary’s capital, or is set out in a contract between such entities or stems from other circumstances. |
• | two directors so long as such Class A shareholder together with its Affiliates and/or its permitted Transferees (as these terms are defined in our articles of association exhibited to this Annual Report) holds at least 15% of voting power of the ordinary shares; or |
• | one director so long as such Class A shareholder, together with its Affiliates and/or its Permitted Transferees (as these terms are defined in our articles of association exhibited to this Annual Report) holds less than 15% but at least 7.5% of voting power of the ordinary shares. |
• | delaying, deferring or preventing a change in control of us; |
• | impeding a merger, consolidation, takeover or other business combination involving us; or |
• | causing us to enter into transactions or agreements that are not in the best interests of all shareholders. |
• | rules governing the taxation of “controlled foreign companies” (without limitation of jurisdictions to which this definition applies and which residents may fall under the regime); |
• | rules determining the tax residence status of non-Russian legal entities based on place of effective management (tax residence rules), with certain tax incentives, such as a tax exemption of dividends received, not available for non-Russian legal entities mandatorily recognized as Russian tax residents by the tax authority; |
• | rules defining the “beneficial ownership” (actual recipient of income) concept for application of double tax treaties; |
• | taxation of capital gains derived from the sale of shares in “real estate rich” companies (with the value of assets deriving, directly or indirectly, from real estate located in Russia by more than 50%), all in effect since 2015; and |
• | codified general anti-abuse rules (these are based on the judicial concept of “unjustified tax benefit,” and provide a few tests to support tax reduction or tax base deduction, including the “main purpose test”), in effect since 2017. |
• | a particular transaction is not carried out primarily for the purpose of achieving a non-payment or a refund of a tax amount; and |
• | contractual obligations are discharged by the contracted counterparty. |
• | from a foreign person (legal entity or individual) acknowledged as a related party for Russian transfer pricing purposes, if this foreign person directly or indirectly holds shares in the Russian organization’s charter capital; |
• | from another person that is a related party of the aforementioned foreign person; or |
• | which are guaranteed or otherwise secured by any of the persons mentioned above. |
• | improve the design of the lease accounting process to reduce reliance on manual procedures; |
• | develop checklists to be used by our accounting and finance team to ensure that all terms and conditions of lease contracts are reviewed and the applicable accounting guidance is appropriately applied to each of our lease arrangements; and |
• | improve documentation to support our review and approval of corresponding lease adjustments and strengthening supervisory reviews by accounting experts and management. |
• | our articles of association require that any person who is not affiliated with our principal shareholders and is an acquiror of 30% or more of the voting power of our issued shares, including the issued ordinary |
shares, must make a mandatory tender offer that is subject to recommendation of at least two-thirds of directors, including an affirmative vote of a majority of the independent directors, an acceptance by at least 75% of the shareholders (as specified in the articles of association) to whom the offer is made and certain other terms and conditions set out in the articles of association that are more restrictive than those that would apply under statutory provisions of the Cypriot laws to a Cypriot company with a listing on an EU regulated market, and in the event of breach of these provisions, the voting rights of such acquiror and the persons acting in concert, in excess of 30% of the votes conferred by ordinary shares will be suspended; |
• | our articles of association require that if a principal shareholder holding a Class A share or its affiliates acquire 43% or more of the voting power of our issued shares, including the issued ordinary shares, it must make a mandatory tender offer that is subject to recommendation by at least two-thirds of our board of directors, including an affirmative vote of a majority of the independent directors, an acceptance by at least 75% of the shareholders to whom the offer is made and certain other terms and conditions that are more restrictive than those that would apply under statutory provisions of Cyprus law to a Cypriot company with a listing on an EU regulated market, and in the event of breach of these provisions, the voting rights in respect of the shareholders holding Class A shares and their affiliates in excess of, 43% of the votes conferred by ordinary shares will be suspended; |
• | any merger, consolidation or amalgamation of the Company would require the approval of our shareholders and board of directors; |
• | each of our principal shareholders holds one Class A share, which confers the right to appoint and remove (i) two directors so long as such Class A shareholder holds, together with its affiliates and permitted transferees, at least 15% of the votes including the votes conferred by the ordinary shares or (ii) one director so long as such Class A shareholder holds, together with its affiliates and permitted transferees, less than 15% but at least 7.5% of the votes including the votes conferred by the ordinary shares. We are not authorized to issue additional Class A shares unless such issue is approved by holders of all issued Class A shares and a special resolution of the general meeting of our shareholders; |
• | subject to the special rights provided in our articles of association to the holders of Class A shares on the appointment and removal of directors, our board of directors may be appointed and removed by the holders of the majority of the voting power of the ordinary shares; and |
• | preference shares may, with the sanction of a special resolution, be issued on the terms and conditions and under circumstances that could have an effect of discouraging a takeover or other transaction. |
• | the geopolitical crisis surrounding Ukraine (see “ —Risks Relating to the Current Geopolitical Environment—Sanctions imposed by the United States, the European Union, the United Kingdom and other countries in response to the geopolitical crisis surrounding Ukraine are likely to have a material adverse effect on our business, financial condition and results of operations and on the value and trading of the ADSs |
• | the overall performance of the equity markets; |
• | fluctuations in our actual or projected results of operations; |
• | changes in our projected earnings or failure to meet securities’ analysts’ earnings expectations; |
• | the absence of analyst coverage; |
• | changes in trading volumes of the ADSs; |
• | issuance of new or changed securities analysts’ reports or recommendations; |
• | additions or departures of key personnel; |
• | sale of the ADSs by us, our principal shareholders or members of our management; general economic conditions; |
• | the activities of our competitors, suppliers and sellers; |
• | changes in the market valuations of comparable companies; |
• | changes in investor and analyst perception with respect to our business and the e-commerce industry in general; |
• | changes in interest rates; |
• | availability of capital; and |
• | changes in the statutory framework applicable to our business. |
• | the notice of the meeting or solicitation of consent or proxy sent by us; and |
• | a statement as to the manner in which instructions may be given by the holders. |
• | Continue to create and enhance financial services offerings: point-of-sale — Our Business Operations — Financial Services Offerings |
• | Scaling of Ozon fresh offering to increase customer engagement and purchasing frequency: e-grocery market would increase our brand recognition and, in turn, attract new buyers to our platform, which would increase overall buyer loyalty and purchase frequency on our platform. |
• | Develop our advertising service offering: |
• | Gross profit |
• | Advertising revenue |
• | Fulfillment and delivery expenses |
• | Sales and marketing |
• | Technology and content e-commerce and new verticals, which we believe should enable us to scale our platform for years to come and help us to maintain our leading position within Russian e-commerce market. |
• | General and administrative e-commerce business and development of new adjacent verticals. |
• | increase our buyer base and brand awareness; |
• | maximize user traffic on our platform and organically improve conversion; |
• | optimize our traffic acquisition costs; and |
• | increase order frequency and buyer loyalty. |
• | Labor & Diversity |
• | Economic & Community Empowerment |
• | Trustworthy Ecosystem |
• | Environment |
• | protection of the personal data of our partners and customers and the development of information security tools and protocols; |
• | promotion of the principle of “safety by design;” |
• | maintaining user trust and public credibility; |
• | raising awareness about the necessity of information security among the employees and customers; and |
• | prevention of unauthorized access to our computer systems, networks and databases. |
• | broader coverage—an owner of a well-known trademark may exercise its exclusive rights in association with goods beyond those for which the relevant trademark was originally registered, provided that the use of an identical or confusingly similar trademark by a third party would cause consumers to associate the third party’s trademark with the owner of the well-known trademark and would affect the legitimate interests of the owner of the well-known trademark; and |
• | an unlimited registration period—well-known trademarks registration generally remains effective for an unlimited period of time. |
• | advertising that may induce criminal, violent or cruel behavior; |
• | advertising that judges or otherwise humiliates those who do not use the advertised product; |
• | use of pornographic or indecent materials in advertising; |
• | use of foreign words that may lead to the advertising being misleading; |
• |