Form S-8 Ozon Holdings PLC

As filed with the United States Securities and Exchange Commission on January 27, 2021

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Ozon Holdings PLC

(Exact Name of Registrant as Specified in its Charter)

Arch. Makariou III, 2-4

Capital Center, 9^th floor

1065, Nicosia

Cyprus

Telephone: +357 22 360 000

(Address, including Zip Code, and Telephone Number, including Area Code of Registrant’s Principal Executive Office)

EQUITY INCENTIVE PLAN 2020

AMENDED AND RESTATED STOCK OPTION AGREEMENT BY AND BETWEEN

MR. BERNARD LUKEY AND OZON HOLDINGS PLC

EQUITY INCENTIVE PLAN 2018

(Full Title of the Plans)

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, DE 19711

+1 302 738 6680

(Name, Address, Including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

With a copy to:

James C. Scoville

Debevoise & Plimpton LLP

65 Gresham Street

London, EC2V 7NQ

United Kingdom

+44 20 7786 9000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

Part I

Information Required in the Section 10(a) Prospectus

All information required by Part I to be contained in the prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act.

Part II

Information Required in the Registration Statement

Item 3. Incorporation of Certain Documents by Reference.

The Securities and Exchange Commission (the “Commission”) allows the Company to “incorporate by reference” into this Registration Statement information the Company files with the Commission in other documents. This means that the Company can disclose important information by referring to another document the Company filed with the Commission.

The Company incorporates by reference, as of their respective dates of filing, the documents listed below (excluding any portions of such documents that have been “furnished” but not “filed” for purposes of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)):

Statement on Form 8-A (File No. 001-39713) filed with the Commission on November 17, 2020.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicate that all securities offered hereby have been sold or that deregister all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such documents.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The articles of association of the Company provide that, subject to certain limitations, the Company will indemnify its directors and officers against any losses or liabilities which they may sustain or incur in or about the execution of their duties including liability incurred in defending any proceedings whether civil or criminal in which judgment is given in their favor or in which they are acquitted. The service agreements with the Company’s independent directors also provide for indemnification of this type.

Insofar as indemnification of liabilities arising under the Securities Act may be permitted to executive officers and board members or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The Exhibits accompanying this Registration Statement are listed on the accompanying Exhibit Index.

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act, that are incorporated by reference in this Registration Statement.

INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Moscow, Russia, on January 27, 2021.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Alexander Shulgin and Daniil Fedorov and each of them, individually, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, in connection with this registration statement, including to sign in the name and on behalf of the undersigned, this registration statement and any and all amendments thereto, including post-effective amendments and registrations filed pursuant to Rule 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on January 27, 2021 in the capacities indicated:

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF REGISTRANT

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Ozon Holdings PLC has signed this registration statement on January 27, 2021.

Exhibit 5.1

27 January 2021

OZON HOLDINGS PLC

2-4 Arch. Makarios III Avenue

Capital Center, 9th floor,

1065 Nicosia, Cyprus

Ladies and Gentlemen,

We have acted as Cyprus counsel to OZON HOLDINGS PLC (the “Company”) in connection with a registration statement on Form S-8 (the “Registration Statement”) to be filed with U.S. Securities and Exchange Commission (the “Commission”) relating to 30,800,000 ordinary shares of US$0.001 (the “EIP Shares”), each in the capital of the Company issuable under the Company’s Equity Incentive Plan 2020 (the “EIP”), 500,000 ordinary shares of US$0.001 (the “Lukey Option Shares”), each in the capital of the Company issuable under the Amended and Restated Stock Option Agreement by and between Mr. Bernard Lukey and the Company dated 30 December 2020 (the “Lukey Option Agreement”), and 1,058,275 ordinary shares of US$0.001 (the “2018 Option Shares”), each in the capital of the Company issuable under the Company’s Equity Incentive Plan 2018 pursuant to the Notice of Senior Executive Option Award, dated 1 August 2018 (as amended and restated on 17 November 2020) and Amended and Restated Equity Incentive Agreement for Award of an Option to Purchase Ordinary Shares by and between Mr. Alexander Shulgin and the Company, dated 17 November 2020 (collectively, the “2018 Option Shares Agreement”).

In addition to reviewing the Registration Statement, we have also reviewed the following documents (together with the Registration Statement, the “Inspected Documents”):

(such resolutions listed at (b), (c) and (d) above together referred to as the “Resolutions”).

In giving this Opinion, we have assumed:

Subject to the qualifications and considerations set out below, our Opinion on Cyprus law is set out below:

This Opinion is subject to the following qualifications and considerations:

We hereby consent to the filing of this Opinion in connection with the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933 or the rules or regulations of the Commission promulgated thereunder.

Yours truly,

/s/ Antis Triantafyllides & Sons LLC

Exhibit 10.1

OZON HOLDINGS PLC

RULES OF THE EQUITY INCENTIVE PLAN 2020

(“EIP” or the “Plan”)

1. DEFINITIONS:

“Acquisition Date” means the date on which a Recipient becomes entitled to have Shares issued to him or her, which (subject to clause 5.1) will be the first of the following dates to occur:

(i) in respect of a vested Award comprising SARs or Restricted Share Units which remains exercisable and has not lapsed under the terms of the EIP, the date on which the Recipient notifies the Company by delivery of an Acquisition Notice that he/she wishes Shares (which may represent the whole or a part of a vested Awards) to be issued to him or her;

(ii) in respect of a vested Award comprising Options which remains exercisable and has not lapsed under the terms of the EIP, the date on which the Recipient delivers a written notice of exercise in accordance with the EIP;

(iii) the date of completion of a Control Stake Transaction;

(iv) the date falling 10 years after the Award Date;

and

(v) in the event of the Recipient’s death or Disability, a date selected by the Company which shall fall within nine (9) months following that event.

“Acquisition Notice” means a written notice (which may be in electronic form) by the Recipient, in the form of notice (including electronic notice) approved by the Compensation Committee.

“ADSs” means American Depositary Shares representing ordinary shares of the Company.

“Award” means an award of a SAR, an Option or Restricted Share Units.

“Award Date” means the date of grant of an Award as specified in the EIP Notice of Award.

“Board” means the board of directors of the Company.

“Cause” means:

(i) an act of fraud, embezzlement or theft in connection with the performance of his/her duties for the Company or any of its Subsidiaries;

(ii) intentional wrongful damage to the property or business of the Company or any of its Subsidiaries;

(iii) intentional wrongful disclosure of secret processes or confidential information of the Company or any of its Subsidiaries;

(iv) breach of any non-competition or non-solicitation, confidentiality or invention assignment obligation of the Recipient to the Company or any of its Subsidiaries; and/or

(iv) intentional failure or refusal to comply with the conditions of any contractual or other arrangement binding him/her to exercise or perform certain duties for the benefit of the Company or its Subsidiaries unless such failure or refusal to comply is consistent with the applicable law.

“Compensation Committee” means a committee determined by the Board.

“Company” means Ozon Holdings PLC, a company registered under Cypriot law with its registered address at 2-4 Arch. Makarios III, 9th Floor Capital Center, Nicosia, Cyprus.

“Company Share” means an ordinary share in the capital of the Company.

“Control” (including the terms “Controls”, “Controlled by” and “under common Control with”) means, with respect to any Person, (a) the ownership, directly or indirectly, of interests representing more than fifty per cent (50%) of the voting power of a legal entity, or (b) having the power to control the management, operations or policies of such Person (whether pursuant to a contract, trust arrangement or otherwise) or (c) having the power to elect a majority of members to the board of directors or equivalent decision-making body of such legal entity; provided that, all voting power held by entities under common control (including investment funds under common control) shall be aggregated together and attributed to each other such entity under common control for the purpose of determining the voting power percentage of each such entity.

“Control Stake Transaction” has the meaning given to it in the articles of association of the Company.

“Disability” means termination of a Recipient’s contractual or other arrangement binding him/her to exercise or perform certain duties for the benefit of the Group because of a physical or mental infirmity that impairs the Recipient’s ability to perform substantially their duties for a period of one hundred and eighty (180) consecutive days which is sufficiently confirmed by a respective authority.

“EIP Notice of Award” means a written notice of grant of an Award issued by the Company to a Recipient.

“Eligible Participants” has the meaning given to it in clause 3.1.

“Equity Incentive Agreement” means a written agreement between the Recipient and the Company relating to an Award.

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“FMV” means the fair market value of a Share, which in the case of Company Shares shall be the average closing price per Company Share (or during any period following a listing of ADSs, on a national securities exchange, the average closing price per ADS on the primary exchange on which ADSs are listed, which for so long as ADSs are listed on NASDAQ shall be NASDAQ) calculated over the period of 10 business days immediately prior to the date of determination (as adjusted to account for the ratio of Company Shares to ADSs representing shares of the Company, if necessary) and in the case of Participating Subsidiary Shares shall be determined by the Board following consultation with an independent valuation expert.

“Good Reason” means, without the express written consent of the Recipient, the occurrence after completion of a Control Stake Transaction of any of the following circumstances:

(i) a reduction by the Company or a Subsidiary of the agreed fees for the Recipient’s services payable to the Recipient under a contractual or other arrangement binding the Recipient to exercise or perform certain duties for the benefit of the Company or any of its Subsidiaries, or other material deterioration in the conditions under which the Recipient renders his/her services as in effect on the date of the completion of a Control Stake Transaction, but excluding any reduction resulting merely from currency exchange fluctuations;

(ii) the Company or a Subsidiary requiring the Recipient to be based full time more than fifty (50) miles away from the location where the Recipient principally renders his/her services for the benefit of the Group immediately prior to the date of the completion of a Control Stake Transaction;

(iii) a material reduction in the position, duties or responsibilities of the Recipient in relation to a contractual or other arrangement binding the Recipient to exercise or perform certain duties for the benefit of the Company or any of its Subsidiaries as in effect at the date of the completion of a Control Stake Transaction; or

(iv) the failure by the Company to pay the Recipient any portion of his/her compensation within seven (7) days after the date such compensation is due,

unless such circumstance is fully corrected within thirty days after the Recipient has informed the Company in writing that he/she intends to terminate a contractual or other arrangement binding him/her to exercise or perform certain duties for the benefit of the Company or any of its Subsidiaries for Good Reason and specifies the circumstance or circumstances which cause the Good Reason.

“Group” means the Company and all Subsidiaries together.

“Measurement Price” means a price determined by the Board at the Award Date for an SAR and set out in the EIP Notice of Award, being equivalent to the FMV of one Company Share (or ADS as applicable) or Participating Subsidiary Share, as applicable, at the Award Date as determined by the Board (unless otherwise determined by the Board in respect of a specific Award).

“Option” means an option to purchase Company Shares (subject to Clause 5.1) or Participating Subsidiary Shares, as applicable, granted under the EIP.

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“Participating Subsidiary” means a non-Russian direct or indirect subsidiary of the Company.

“Participating Subsidiary Shares” means with respect to a Participating Subsidiary, ordinary shares of that Participating Subsidiary.

“Person” means any natural person, firm, partnership, association, corporation, company, trust, business trust, Governmental Authority or other entity.

“Purchase Price” means a price determined by the Board at the Award Date for an Option and set out in the EIP Notice of Award, being equivalent to the FMV of one Company Share (or ADS as applicable) or Participating Subsidiary Share, as applicable, at the Award Date as determined by the Board (unless otherwise determined by the Board in respect of a specific Award).

“Recipient” has the meaning given to it in clause 3.1.

“Reserved Pool” means such number of Shares as is determined by the Board from time to time within the limits authorised in accordance with applicable law and the articles of association of the Company or the relevant Participating Subsidiary; provided that all Shares subject to Awards that lapse or are terminated, surrendered or cancelled without Shares having been issued shall be returned to the Reserved Pool.

“Restricted Share Units” means share units granted under the EIP.

“SARs” means share appreciation rights granted under the EIP.

“Shares” means Company Shares and Participating Subsidiary Shares, as applicable.

“Subsidiary” means any Person Controlled by the Company or where the Company is a shareholder and Controls alone pursuant to an agreement with other shareholders, a majority of voting rights in such Person.

2. GENERAL

The EIP is intended to reward and retain Eligible Participants and to align the interests of Recipients with those of the shareholders by encouraging growth-related incentives and the development of long term commitments.

2.2.1 Awards may be granted from the Reserved Pool by the Board. All Eligible Participants shall be eligible to receive Awards relating to Company Shares (subject to Clause 5.1). In addition, an Eligible Participant who is an employee, officer, member of the board of directors, advisor and/or consultant of a Participating Subsidiary may be also eligible to receive an Award relating to Participating Subsidiary Shares.

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In the event of any share split, reverse share split, share dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution to shareholders of the Company other than an ordinary cash dividend, (i) the number and class of securities available under this EIP and (ii) the number and class of securities and Purchase Price or Measurement Price per Share underlying each affected outstanding Award (if applicable) shall be equitably adjusted by the Company (or substituted awards may be made, if applicable) in the manner determined by the Board.

2.4.1. This EIP, including any amendment hereto, shall be approved by the Board.

2.4.2. The Compensation Committee is charged with determining issues related to the EIP for presentation to the Board and shall take into account the advice of the CEO or the person carrying out similar duties (being as at the date of the EIP, the CEO of the Company’s key operating subsidiary) (the “CEO”) in making decisions. Either the Board or the Compensation Committee shall have the authority to adopt, amend and repeal such administrative rules, guidelines and practices relating to the EIP as it deems advisable. The Board or the Compensation Committee may construe and interpret the terms of the EIP and any Awards granted under the EIP. The Board or the Compensation Committee may correct any defect, supply any omission or reconcile any inconsistency in the EIP or any Award in the manner and to the extent it shall deem expedient to carry the EIP into effect. Either the Board or the Compensation Committee may approve the amendment of any Award in accordance with the terms of the EIP and such Award, provided, however, that any amendment that increases the number of Shares under such Award or changes the Purchase Price or Measurement Price in respect thereof shall require the approval of the Board. All decisions by the Board or the Compensation Committee shall be made in its sole discretion, and shall be final and binding on all persons having or claiming any interest in the EIP or in any Award

3. AWARDS

All employees, officers, members of the Board, external strategic advisors, key third-party business partners and consultants of the Group (“Eligible Participants”) are eligible to receive Awards. Each Eligible Participant who receives an Award under the EIP is referred to herein as a “Recipient”. A Recipient shall be deemed to be an Eligible Participant with respect to a Participating Subsidiary so long as the Recipient remains an employee, officer, member of the Board, external strategic advisor, key third-party business partner or consultant of such Participating Subsidiary. Each Recipient shall be eligible to receive one or more Awards. Grant of Award, including determination of the type and number of Awards, shall be subject to the approval of the Board.

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3.2.1 SARs. Each Award of SARs shall entitle the Recipient, subject to vesting and other terms as set forth in the EIP (including without limitation the Equity Incentive Agreement), to receive upon an Acquisition Date a number of Shares determined by reference to the appreciation in the FMV of a Company Share or Participating Subsidiary Share, as applicable, over the Measurement Price, from and after the Award Date.

3.2.2 Options. Each Award of an Option shall entitle the Recipient, subject to vesting and other terms as set forth in the Equity Incentive Agreement, to purchase on or after the Acquisition Date the number of Company Shares (subject to clause 5.1) or Participating Subsidiary Shares subject to the Option upon payment of the aggregate Purchase Price of the Option. Options may be exercised by delivery to the Company of a written notice of exercise (which may be in electronic form) by the Recipient, in the form of notice (including electronic notice) approved by the Compensation Committee, together with payment in full as specified below for the number of Company Shares (subject to clause 5.1) or Participating Subsidiary Shares for which the Option is exercised. Payment of the Purchase Price shall be made:

(A) in cash or wire transfer to the order of the Company, or

(B) by having the Company withhold, from the Shares or ADS otherwise issuable upon exercise of the Option, a number of Shares having a FMV equal to the aggregate Purchase Price payable, or

(C) by (x) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price due and any required tax withholding, or (y) delivery by the Recipient to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price due and any required tax withholding.

3.2.3 Restricted Share Units. Each Award of Restricted Share Units shall entitle the Recipient, subject to vesting and other terms as set forth in the Equity Incentive Agreement, to receive upon the Acquisition Date the number of Company Shares (subject to clause 5.1) or Participating Subsidiary Shares subject to the Award of Restricted Share Units. In order to exercise his or her entitlement to receive Company Shares (subject to clause 5.1) or Participating Subsidiary Shares, the Recipient shall deliver to the Company an Acquisition Notice where the Acquisition Date is triggered by the Recipient.

All rights in respect of an Award shall be set out in an EIP Notice of Award and in an Equity Incentive Agreement (either in paper or electronic form). Each Award shall be conditional on acceptance by the Recipient of an obligation to comply with the terms of any insider trading policy (or similar document) adopted by the Company from time to time.

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Awards will not entitle the relevant Recipient to vote, to receive dividends, to receive any information on the operational activity of the Group, which are provided to the Company’s shareholders, and are not transferable.

Awards granted before the date of this Plan shall continue on their effective terms, which may be amended in order for such awards to be subject to the terms of this Plan.

4. VESTING

Unless otherwise decided by the Board, Awards will vest with time over four years following the Award Date so that one sixteenth of the Options, SARs or Restricted Share Units subject to the Award will vest on the last day of each consecutive calendar quarter following the Award Date.

In some cases, vesting of an Award may also be subject to Group corporate or individual performance targets and if so, these will be set forth in the EIP Notice of Award or in the Equity Incentive Agreement.

Vesting terms with respect to Awards granted to external strategic advisors, key third-party business partners and consultants may be determined on a case by case basis by the Board and will be set out in the EIP Notice of Award or in the Equity Incentive Agreement.

With respect to Recipients who are in a contractual or other arrangement binding them to exercise or perform certain duties for the benefit of an entity or entities in the Group;

(i) at the date of completion of a Control Stake Transaction, 50% of each Award (or portion of an Award) which remains capable of vesting and has not lapsed under the terms of the EIP shall vest immediately at the date of completion of the Control Stake Transaction, and the portion of each Award which remains unvested after the date of completion of the Control Stake Transaction will continue to vest in equal amounts at the times specified in the vesting schedule provided for in each relevant EIP Notice of Award, subject always to lapsing in accordance with the EIP; and

(ii) all outstanding Awards which remain capable of vesting shall vest immediately if such arrangement is terminated within 12 months following the date of completion of a Control Stake Transaction either (a) by the Recipient for a Good Reason; or (b) by the Company or a Subsidiary for any reason other than Cause.

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Unless otherwise decided by the Board, for employees of the Group, a vesting period will be suspended if the Recipient ceases carrying out duties for the benefit of the Company under a contractual or other binding arrangement due to maternity/paternity or unpaid leave from employment with the Group for more than 90 consecutive days. The vesting suspends in the calendar quarter during which a maternity/paternity or unpaid leave starts (supported by a maternity/paternity sick list or unpaid leave application in case the Recipient is a Russian tax resident) and resumes in calendar quarter during which the Recipient resumes carrying out duties for the benefit of the Group under a contractual or other binding arrangement. The vesting suspension period may be reduced at the sole discretion of the Board.

5. ACQUISITION OF SHARES

In fulfilment of any Award relating to Company Shares under the EIP the Company may at any time whilst ADSs are listed on a national securities exchange at its sole discretion deliver to the depositary of the Company (from time to time) (the “Depositary”) the relevant number of Company Shares and the Depositary shall be instructed to deliver to the Recipient ADSs representing an ownership interest in such Company Shares and cause the ADSs (to the extent not already on deposit) to be included in the book entry transfer system managed by the Depositary and to be credited to the securities account of the Recipient with the Depositary. Upon such ADSs being so credited, the relevant Company Shares shall be considered to have been issued by the Company to the Recipient without any further action being required.

Subject to clause 5.5 or unless extended by the Board, upon ceasing to be an Eligible Participant where an Acquisition Notice is required under the terms of the EIP, the Recipient will have ninety (90) days to deliver an Acquisition Notice or exercise an Option, as applicable, provided that such Award shall be exercisable only to the extent that the Award was exercisable on the date the Recipient ceased to be such an Eligible Participant (subject to clause 4.4). Upon expiration of the ninety-day period set out above (or other term as extended by the Board) or (if earlier) the expiration of the period of 10 years from the Award Date, the relevant Award shall lapse and cease to be exercisable.

Subject to clauses 5.2 and 7, upon the vesting of and/or lapsing of any other restrictions and/or the satisfaction of any exercise requirements, as soon as possible after an Acquisition Date: (i) Company Shares (or in accordance with clause 5.1,

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ADSs) issuable to the Recipient shall be issued by the Company to the Recipient (or, in a case falling within clause 5.5, his lawful representatives) upon delivery of Acquisition Notice (or in the case of an Option, an exercise notice in accordance with clause 3.2.2), by way of a written document as required by applicable law or the articles of association of the Company; and (ii) Participating Subsidiary Shares issuable to the Recipient shall be (at the election of the Board or the Compensation Committee) transferred by the Company or issued by such Participating Subsidiary to the Recipient (or, in a case falling within clause 5.5, his lawful representatives).

5.4.1 Shares (or ADS, as applicable) to be issued to Recipients in connection with SARs shall be determined from the following formula:

N=S*(X-Y)/X if X>Y and,

N=0 if X=<Y where

N equals the number of Company Shares (or ADS, in accordance with clause 5.1) or Participating Subsidiary Shares to be issued to the Recipient;

X equals the FMV at the Acquisition Date;

Y equals the Measurement Price; and

S equals the number of SARs vested on the Acquisition Date.

5.4.2 Company Shares (or ADS, in accordance with clause 5.1) or Participating Subsidiary Shares, as applicable, to be issued to Recipients in connection with the exercise of Options shall be the number (or such portion as determined by the Recipient) of vested Options subject to the portion of the Option being exercised.

5.4.3. Company Shares (or ADS, in accordance with clause 5.1) or Participating Subsidiary Shares, as applicable, to be issued to Recipients in connection with Restricted Share Units shall be the number (or such portion as determined by the Recipient) of vested Restricted Share Units which has not been previously exercised.

In the case of a Recipient’s death the Company Shares (or ADS, in accordance with clause 5.1) or Participating Subsidiary Shares, as applicable, relating to outstanding Awards shall be issued to the Recipient’s personal representatives (including his heirs by will and operation of law) or in the case of Disability to his authorised and lawful representatives. Any Awards that have not vested by the date of death or Disability will lapse and become void on that date.

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6. RESTRICTIONS ON SHARES

The sale of Company Shares, ADS or Participating Subsidiary Shares, as applicable, held by or on behalf of any Recipient following exercise may be subject to certain restrictions as determined by the Board.

7. SETTLEMENT IN CASH

Within 20 days following the event triggering an Acquisition Date other than a Control Stake Transaction, the Board may decide instead to settle a vested portion of any Awards relating to Participating Subsidiary Shares by the Company (or a Subsidiary) making to the Recipient (or, in the event of his death or Disability, his or her lawful representatives) a cash payment equal to (a) with respect to SARs, the difference between the FMV and the Measurement Price multiplied by the number of vested SARs which have not previously been exercised, (b) with respect to Options, the difference between the FMV and the Purchase Price, multiplied by the number of vested Options which have not previously been exercised and (c) with respect to Restricted Share Units, the FMV, multiplied by the number of vested Restricted Share Units which have not previously been exercised.

8. CANCELLATION

If a contractual or other arrangement binding a Recipient to exercise certain duties for the benefit of the Group is terminated, Awards that have not vested prior to such termination (other than in the case of Control Stake Transaction as specified in the EIP) will lapse and become void upon that date and go back into the Reserved Pool.

9. MISCELLANEOUS

9.1 The Recipient hereby consents to the collection, use and transfer of personal data as described in this clause. The Recipient understands that the Group hold certain personal information about him/her, including but not limited to his/her name, home address and telephone number, date of birth, identification document number, any shares, ADSs or directorships held in the Company or any Subsidiary (“Data”). The Recipient further understands that the Company or any relevant Subsidiary will transfer Data as necessary for the purposes of the EIP and may further transfer the Data to any third parties in the course of performance of its obligations under the EIP. The Recipient understands that recipients of the Data may be located in Russia, Cyprus or elsewhere. The Recipient authorises further recipients to receive, possess, use, retain and transfer the Data in electronic or other form, for the purposes of performance of the EIP.

9.2 In any applicable case the Company and/or any Subsidiaries shall be entitled to withhold or collect any relevant taxes and/or contributions payable in connection with the issuance, conversion or transfer of Shares or ADSs or repurchase of Awards under this Plan. Notwithstanding the above, the Recipient hereby acknowledges and agrees

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that the responsibility for paying any amounts of tax and/or social security contributions if any attributable to or payable in connection with any event pursuant to this Plan shall remain with and be a liability of the Recipient. The Recipient hereby further agrees to provide the Company or a Subsidiary on request with such documentation, assurances or information as the Company or a Subsidiary may require to satisfy itself either that it may withhold any tax and/or social security contributions where the Company or a Subsidiary has an obligation to do so, or that the Recipient himself will pay any such amounts of tax and/or social security contributions directly to the relevant authority in any jurisdiction in accordance to the relevant legislation.

9.3 The Board or the Compensation Committee may require that a Recipient (or any successor in interest) execute a shareholders agreement, with such terms as the Board or Compensation Committee deems appropriate, with respect to any Participating Subsidiary Shares issued to the Recipient pursuant to the EIP.

9.4 In no event shall fractional shares be issued under the EIP. Any fractional entitlement upon an exercise shall be rounded down to the nearest number of whole Shares, and such fractional entitlement shall lapse and shall not be carried forward to any subsequent exercise.

9.5 The terms of each Award need not be identical, and the Board and the Compensation Committee need not treat Recipients uniformly.

9.6 The EIP shall be governed by and construed in accordance with the laws of England and Wales.

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Exhibit 10.2

This AMENDED AND RESTATED STOCK OPTION AGREEMENT (the “Restated SOA”) is executed this 30 December 2020 (the “Effective Date”) BY AND BETWEEN:

(2) OZON HOLDINGS PLC, a public limited company organized under the laws of the Republic of Cyprus, whose registered office is at: 2-4 Arch. Makarios III Avenue, Capital Center, 9^th floor, Nicosia, Cyprus (the “Company”); and

The Manager, the Company shall be referred to individually as a “Party” and collectively as the “Parties”.

RECITALS:

(A) WHEREAS, the Parties (and one other party) previously entered into the share option agreement (the “SOA”), under which the Manager was granted an option to acquire up to an aggregate of 20,000 Shares with a nominal value of US$0.025 each at a purchase price per Share of US$48.826.

(B) WHEREAS under the terms of the SOA the option is fully vested as at the date of this Agreement.

(C) WHEREAS, the Company converted into a public limited company on October 21, 2020 and completed a public offering of American Depositary Shares representing ordinary shares of the Company on November 27, 2020.

(D) WHEREAS, on October 15, 2020 the share capital of the Company was amended by subdivision of each Ordinary share of USD0.025 each into 25 Ordinary shares of USD0.001 each and accordingly the number of Shares subject to the option is to be adjusted to 500,000 ordinary shares of the Company with an exercise price per share of US$1.95304 (one dollar and ninety-five thousand three hundred four hundred-thousandths) (the “Option”);

Definitions

For the purposes of this Restated SOA:

“Acquisition Date” means the date specified in Clause 2.2.

“Exercise Notice” means a written notice (which may be in electronic form) by the Manager, in the form of notice (including electronic notice) approved by the Compensation Committee.

“ADSs” means American Depositary Shares representing ordinary shares of the Company.

“Board” means the board of directors of the Company.

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“Final Exercise Date” means June 10, 2021

“FMV” means the fair market value of a Share, which shall be the average closing price per the Share (or during any period following a listing of ADSs, on a national securities exchange, the average closing price per ADS on the primary exchange on which ADSs are listed, which for so long as ADSs are listed on NASDAQ shall be NASDAQ) calculated over the period of 10 business days immediately prior to the date of determination (as adjusted to account for the ratio of Company Shares to ADSs representing shares of the Company, if necessary).

“Group” means the Company and all Subsidiaries together.

“Person” means any natural person, firm, partnership, association, corporation, company, trust, business trust, Governmental Authority or other entity;

“Share” means an ordinary share in the capital of the Company.

“SOA” means original Stock Option Agreement entered between the Company, the Manager on July 01, 2009 (as amended).

Clause 1. Restated Option Shares.

The Parties acknowledge and agree that the Option shall be restated as follows:

1.1. Subject to the terms of this Restated Option Agreement, the Manager has an option to acquire at any time prior to the Final Exercise Date up to 500,000 (five hundred thousand) Shares on the terms provided in the Restated SOA (the “Restated Option Shares”) at an exercise price equal to US$1.95304 (one dollar and ninety-five thousand three hundred four hundred-thousandths) per Restated Option Share (the “Exercise Price Per Share”).

Clause 2. Exercise Procedure.

2.1 At any time prior to the Final Exercise Date the Manager may exercise the Option in whole or in part by notifying the Company of his intention to acquire some or all of the Restated Option Shares by delivery of an Exercise Notice, specifying the number of Restated Option Shares in respect of which the Option is being exercised.

2.2 Any exercise of the Option under this Restated Option Agreement will be made on a net basis, such that the Company shall withhold a number of Shares in accordance with the formula set forth in clause 2.4 below.

2.3 As soon as possible after receipt of the Exercise Notice the Company shall issue to the Manager the relevant number of Shares (or ADSs in accordance with Clause 6.8).

2.4 The number of Shares (or ADSs in accordance with Clause 6.8 below) to be issued shall be calculated according to the following formula:

N=S*(X-Y)/X if X>Y and,

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N=0 if X=<Y where

N equals the number of Shares to be issued;

X equals the Fair Market Value on the date of the Acquisition Notice;

Y equals the Exercise Price; and

S equals the all of the portion of Restated Option Shares as stated in the Exercise Notice.

Clause 3. Death of the Manager.

In case of the Manager’s death prior to his exercise of the Option, the Manager’s personal representatives (including his heirs by will and operation of law) shall have the right to exercise the Option at any time up to prior to the Final Exercise Date.

Clause 4. Non-transferability of Rights.

4.1 The Restated Option Shares under this Restated SOA are personal to the Manager and no rights granted hereunder may be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), other than to the Manager’s representatives in accordance with Clause 3 and 4.2, nor shall any such rights be subject to execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of such rights contrary to the provisions hereof, or upon the levy of any attachment or similar process upon such rights, this Restated SOA and all rights of the Manager herein shall, at the election of the Company, become void.

4.2 The Manager may transfer the right to acquire Shares to (i) the Manager’s spouse or any lineal descendent of the Manager; or (ii) any trust for the benefit of the Manager or his spouse or lineal descendent.

Clause 5. No Special Rights.

Nothing contained in this Restated SOA shall be construed or deemed by any Person under any circumstances to bind the Company to offer or continue any contractual or other arrangement binding the Manager to exercise or perform certain duties for the benefit of the Group for the period within which this Restated SOA is valid.

Clause 6. Miscellaneous.

6.1 Except as provided herein, this Restated SOA may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Manager. The Manager shall have a unilateral right at all times to terminate this Restated SOA upon written notice to the Company.

6.2 All notices under this Restated SOA shall be mailed or delivered by hand to the Parties at their respective addresses set forth beneath their names above or at such other address as may be designated in writing by either of the Parties to one another, unless otherwise expressly provided in this Restated SOA.

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6.3 The sale of Company Shares, ADSs, as applicable, held by or on behalf of the Manager after exercise may be subject to certain restrictions as required by law and/or relevant stock exchange rules and implemented by the Board.

6.4 This Restated SOA shall be governed by and construed in accordance with the laws of England and Wales and subject to the exclusive jurisdiction of the courts of England.

6.5 The Manager hereby consents to the collection, use and transfer of personal data as described in this clause. The Manager understands that the Group hold certain personal information about him/her, including but not limited to his/her name, home address and telephone number, date of birth, identification document number, any shares or directorships held in the Company (“Data”). The Manager further understands that the Company will transfer Data as necessary for the purposes of this Restated SOA and may further transfer the Data to any third parties in the course of performance of its obligations under this Restated SOA. The Manager understands that recipients of the Data may be located in Russia, Cyprus or elsewhere. The Manager authorises further recipients to receive, possess, use, retain and transfer the Data in electronic or other form, for the purposes of performance of this Restated SOA.

6.7 In the event the Company is required by law to withhold or collect any taxes and/or contributions payable in connection with the issuance, conversion or transfer of Shares, the Company shall first notify the Manager and request relevant documentation from the Manager to confirm the Managers tax status and applicability of tax withholding requirements. Further, in the event taxes are withheld then the Company shall provide documentation as requested by Manager to confirm taxes paid to allow for the credit/reimbursement of withheld taxes through relevant fiscal authorities. Notwithstanding the above, the Manager hereby acknowledges and agrees that the responsibility for paying any amounts of tax and/or social security contributions if any attributable to or payable in connection with any event pursuant to this Restated SOA shall remain with and be a liability of the Manager.

6.8 The Manager hereby acknowledges and agrees that Shares, any depositary shares or depositary receipts representing Shares, or any other securities of the Company (the “Securities”) have not been registered in the Russian Federation and will not be “placed”, “publicly placed” or admitted to “public circulation” or otherwise offered in any placement including by means of advertisement, in the Russian Federation (in each case within the meaning of Article 51.1 of the Russian Federal Law “On the Securities Market” No. 39-FZ, dated April 22, 1996, as amended) save for ADSs which have been admitted to “public circulation” in the Russian Federation by virtue of listing on the Moscow Exchange. Unless and until the Securities are registered on a Form S-8 by the Company, the Manager agrees and acknowledges that that the Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority in any state or other jurisdiction of the United States, and may not be offered or sold to any U.S. person or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and of the securities laws of any state or other jurisdiction of the United States; and that it is acquiring the Securities in an offshore transaction exempt from the registration requirements of the Securities Act as provided by Regulation S thereunder. Persons who are deemed to be “affiliates” of the Company under the U.S. securities laws may be subject to further

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restrictions on transfer, regardless of whether or not the Securities have been registered on a Form S-8 by the Company. In fulfilment of the obligation of the Company to issue the Shares to the Manager under this Restated SOA, the Company may at its sole discretion deliver the number of the Shares which are required to be issued from time to time at any point whilst ADSs are listed on a national securities exchange to the depositary of the Company (from time to time) (the “Depositary”) and the Depositary shall be instructed to deliver to the Manager ADS representing an ownership interest in the Shares and cause the ADS (to the extent not already on deposit) to be included in the book entry transfer system managed by the Depositary and to be credited to the securities account of the Manager with the Depositary. Upon such ADSs being so credited, the Shares shall be considered to have been issued by the Company to the Manager without any further action being required.

6.9 This Restated SOA may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument.

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IN WITNESS WHEREOF, the Parties have duly executed and delivered this Restated SOA as a deed as of the date first above written.

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Exhibit 10.4

OZON HOLDINGS LIMITED

RULES OF THE EQUITY INCENTIVE PLAN

Adopted as of 15 March 2018 and Amended as of 11 March 2016 and 15 March 2018

(“EIP” or the “Plan”)

1. DEFINITIONS:

“Acquisition Date” means the date on which a Recipient becomes entitled to have EIP Shares issued to him or her, which (subject to section 5.1) will be the first of the following dates to occur:

(i) the date upon which an Exit Event occurs;

(ii) the date falling 10 years after the Award Date (as stated in each Recipient’s EIP Notice of Award);

(iii) a date selected by the Company which shall fall within thirty (30) days following the termination of the Recipient’s contractual or other arrangement binding him/her to exercise certain chargeable duties for the benefit of the Group in the event this termination occurred for any reason other than Cause or engaging in competitive activities following termination as provided for under the Equity Incentive Agreement; and

(iv) in the event of the Recipient’s death or Disability, a date selected by the Company which shall fall within nine (9) months following that event.

“Award” means an award of a SAR, an Option or Restricted Share Units.

“Award Date” means the date of grant of an Award.

“Board” means the board of directors of the Company elected in accordance with the articles of association of the Company.

“Cause” means:

(i) an act of fraud, embezzlement or theft in connection with the performance of his/her duties for the Company or any of its Subsidiaries;

(ii) intentional wrongful damage to the property or business of the Company or any of its Subsidiaries;

(iii) intentional wrongful disclosure of secret processes or confidential information of the Company or any of its Subsidiaries;

(iv) breach of any non-competition or non-solicitation, confidentiality or invention assignment obligation of the Recipient to the Company or any of its Subsidiaries; and/or

(iv) intentional failure or refusal to comply with the conditions of any contractual or other arrangement binding him/her to exercise certain chargeable duties for the benefit of the Company or its Subsidiaries unless such failure or refusal to comply is consistent with the applicable law.

“Change of Control” means the acquisition of Control of the Company by a Person (or a group of Persons acting together), including by one or more existing affiliated shareholders of the Company or a Person Controlled by one or more existing affiliated shareholders of the Company, to acquire shares in the Company, other than a transaction arising as part of a corporate reorganisation which is determined in good faith by the Board not to constitute of change of control.

“Compensation Committee” means a committee composed of members of the relevant RusCo Board.

“Company” means Ozon Holdings Limited, a limited liability company registered under Cyprus law with its registered address at 2-4 Arch. Makarios III, 9th Floor Capital Center, Nicosia, Cyprus.

“Control” (including the terms “Controls”, “Controlled by” and “under common Control with”) means, with respect to any Person, the ownership, directly or indirectly, of interests representing more than fifty per cent (50%) of the voting power of a legal entity, or having the power to control the management, operations or policies of such Person (whether pursuant to a contract, trust arrangement or otherwise) or elect a majority of members to the board of directors or equivalent decision-making body of such legal entity; provided that, all voting power held by entities under common control (including investment funds under common control) shall be aggregated together and attributed to each other such entity under common control for the purpose of determining the voting power percentage of each such entity.

“Disability” means termination of a Recipient’s contractual or other arrangement binding him/her to exercise certain chargeable duties for the benefit of the Group because of a physical or mental infirmity that impairs the Recipient’s ability to perform substantially their duties for a period of one hundred and eighty (180) consecutive days which is sufficiently confirmed by a respective authority.

“EIP Notice of Award” means a written notice of grant of an Award issued by the Company to a Recipient.

“EIP Shares” means shares issued pursuant to the Plan, which will be (i) before an IPO, redeemable preference shares in the capital of the Company unless otherwise provided by the relevant agreement and (ii) after an IPO, ordinary shares in the capital of the Company.

“Eligible Individuals” means individuals who are essential to the development of the Company, which may include employees, external strategic advisors and consultants of the Group.

“Equity Incentive Agreement” means a written agreement between the Recipient and the Company relating to an Award.

“Exit Event” shall mean the occurrence of:

(i) the admission of all or any part of the share capital of the Company (including depositary shares representing any shares of the Company) to trading on an internationally recognized stock exchange; or

(ii) a Change of Control.

“First Vesting Date” means the last date of the calendar quarter that either (a) falls on the first anniversary of the Award Date (if such anniversary occurs on the last date of a calendar quarter), or (b) is closer to the first anniversary of the Award Date (if such anniversary occurs on any day other than the last day of a calendar quarter) as indicated in the chart below:

“FMV” means fair market value of an EIP Share, which will be deemed to be equal to the fair market value of a Share, which shall be:

(A) at any time when Shares (or depositary shares representing such Shares) are not publicly traded on an internationally recognized stock exchange, the fair market value of the Group most recently determined by the Board, in its sole discretion and acting in good faith, to be the fair market value thereof, divided by a number of shares of the Company on a fully-diluted basis as at the date of determination. The fully-diluted number of shares is calculated based on an assumption that all Awards (together with other share-based instruments issued before the amended EIP) that have been vested through the date of determination are converted into Shares as at that date in accordance with the EIP or the terms of such instruments. This determination shall be made at least once a year at the meeting of the Board. The Board may use that value or may decide to determine the fair market value within 10 days of any event triggering an Acquisition Date. In making this determination, the Board may have regard to (but need not be bound by):

(B) at the date of an IPO, the fair market value is determined based on public offering price defined in its prospectus or any other offering circular document, or

(C) at any time when Shares (or depositary shares representing any shares of the Company) are publicly traded on an internationally recognized stock exchange, a closing price per Share averaged for the period of 3 months prior to the date of determination (as adjusted to account for the ratio of Shares to such depositary shares, if necessary).

“Good Reason” means: without the express written consent of the Recipient, the occurrence after a Change of Control of any of the following circumstances:

(i) a reduction by the Company or its Subsidiary of the agreed fees for the Recipient’s services payable to the Recipient under a contractual or other arrangement binding the Recipient to exercise certain chargeable duties for the benefit of the Company or any of its Subsidiaries, or other material deterioration in the conditions under which the Recipient renders his/her services as in effect on the date of the Change of Control, but excluding any reduction resulting merely from currency exchange fluctuations;

(ii) the Company or its Subsidiary requiring the Recipient to be based full time more than fifty (50) miles away from the location where the Recipient principally renders his/her services for the benefit of the Group immediately prior to the date of the Change of Control;

(iii) a material reduction in the position, duties or responsibilities of the Recipient in relation to a contractual or other arrangement binding the Recipient to exercise certain chargeable duties for the benefit of the Company or any of its Subsidiaries as in effect at the date of the Change of Control; or

(iv) the failure by the Company to pay the Recipient any portion of his/her compensation within seven (7) days after the date such compensation is due,

unless such circumstance is fully corrected within thirty days after the Recipient has informed the Company in writing that he/she intends to terminate a contractual or other arrangement binding him/her to exercise certain chargeable duties for the benefit of the Company or any of its Subsidiaries for Good Reason and specifies the circumstance or circumstances which cause the Good Reason.

“Group” means the Company and all Subsidiaries together.

“IPO” means the sale of the Company’s Ordinary Shares (or the shares of a liquidity vehicle established for such purpose) or depository receipts representing such shares in a first public offering resulting in the listing of such shares (or depository receipts) on an internationally recognized stock exchange.

“Measurement Price” means a price determined by the Board at the Award Date for an SAR and set out in the EIP Notice of Award, being equivalent to the FMV of one Share at the Award Date as determined by the Board (unless otherwise determined by the Board in respect of a specific Award).

“Option” means an option to purchase EIP Shares granted under the EIP.

“Person” means any natural person, firm, partnership, association, corporation, company, trust, business trust, Governmental Authority or other entity.

“Purchase Price” means a price determined by the Board at the Award Date for an Option and set out in the EIP Notice of Award, being equivalent to the FMV of one Share at the Award Date as determined by the Board (unless otherwise determined by the Board in respect of a specific Award).

“Recipient” means an Eligible Individual who holds an Award.

“Reserved Pool” means 400,000 redeemable preference shares of the Company (including any redeemable preference shares of the Company issued pursuant to Awards prior to 15 March 2018); provided that all EIP Shares subject to Awards that lapse or are terminated, surrendered or cancelled without EIP Shares having been issued shall be returned to the Reserved Pool.

“Restricted Share Units” means share units granted under the EIP.

“RusCo” means (a) Ozon Holding LLC, a company duly incorporated and validly existing under the laws of the Russian Federation, having its registered office at: 14, Chapaevsky Pereulok, Moscow 125252; or (b) Internet Travel LLC, a company duly incorporated and validly existing under the laws of the Russian Federation, having its registered office at: 14, Chapaevsky Pereulok, Moscow 125252.

“RusCo Board” means the board of directors of a RusCo elected in accordance with such company’s organizational documents.

“SARs” means share appreciation rights granted under the EIP.

“Share” means an ordinary share of US$ 0.025 nominal value in the capital of the Company.

“Subsidiary” means any Person Controlled by the Company or where the Company is a shareholder and Controls alone pursuant to an agreement with other shareholders, a majority of voting rights in such Person.

2. GENERAL

The EIP is intended to reward and retain Eligible Individuals and to align the interests of Recipients with those of the shareholders by encouraging growth-related incentives and the development of long term commitments.

2.2.1 Awards may be granted from the Reserved Pool by the Board, taking into account the recommendation of the relevant RusCo Board. The number of Awards to be granted in any year is to be determined by the Board.

2.2.2 Subject to approval by the Board and any relevant shareholder approval of the allotment of equity securities in the Company (to the extent required), the Board is entitled (but in no case bound) to make equity incentive awards outside of (and in addition to) the Reserved Pool to Eligible Recipients on a case by case basis on the recommendation of the relevant RusCo Board or their respective Compensation Committees, and to make such awards subject to the provisions of this EIP.

2.2.3 All matters relating to the EIP shall be approved by the Board unless otherwise provided by the Company’s articles of association or any valid and effective shareholders’ agreement to which the Company is bound.

In the event of any share split, reverse share split, share dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution to shareholders of the Company other than an ordinary cash dividend, (i) the number and class of securities available under this EIP and (ii) the number and class of securities and Purchase Price or Measurement Price per EIP Share underlying each affected outstanding Award (if applicable) shall be equitably adjusted by the Company (or substituted awards may be made, if applicable) in the manner determined by the Board.

The Compensation Committee is charged with determining issues related to the EIP for presentation to the Board.

This document and the following annexes, all of which are governed by the laws of England and Wales, are each an integral part of the Plan:

Exhibit 1 — Form of Notice of Award: SARs

Exhibit 2 — Form of Equity Incentive Agreement: SARs

Exhibit 3 — Form of Notice of Award: RSUs

Exhibit 4 — Form of Equity Incentive Agreement: RSUs

3. AWARDS

The CEO of the Group and/or the CEO of a RusCo together with the Compensation Committee shall determine a list of Eligible Individuals who are eligible to receive Awards, and the type of Award and number of EIP Shares subject to each such Award it is proposed to be allocated to each of them.

3.2.1 SARs. Each Award of SARs shall entitle the Recipient, subject to vesting and other terms as set forth in the Equity Incentive Agreement, to receive upon an Acquisition Date a number of EIP Shares determined by reference to the appreciation in the FMV of a Share over the Measurement Price, from and after the Award Date.

3.2.2 Options. Each Award of an Option shall entitle the Recipient, subject to vesting and other terms as set forth in the Equity Incentive Agreement, to purchase on or after the Acquisition Date the number of EIP Shares subject to the Option upon payment of the aggregate Purchase Price of the Option. Options may be exercised by delivery to the Company of a written notice of exercise (which may be in electronic form) by the Recipient, in the form of notice (including electronic notice) approved by the Compensation Committee, together with payment in full as specified below for the number of EIP Shares for which the Option is exercised. Payment of the Purchase Price shall be made

(A) in cash or wire transfer to the order of the Company, or

(B) by having the Company withhold, from the EIP Shares otherwise issuable upon exercise of the Option, a number of EIP Shares having a FMV equal to the aggregate Purchase Price payable, or

(C) if the EIP Shares are then traded on an internationally recognized stock exchange, by (x) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price due and any required tax withholding, or (y) delivery by the Recipient to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price due and any required tax withholding.

3.2.3 Restricted Share Units. Each Award of Restricted Share Units shall entitle the Recipient, subject to vesting and other terms as set forth in the Equity Incentive Agreement, to receive upon the Acquisition Date the number of EIP Shares subject to the Award of Restricted Share Units.

All rights in respect of an Award shall be set out in an EIP Notice of Award and in an Equity Incentive Agreement.

Awards will not entitle the relevant Recipient to vote, to receive dividends, to receive any information on the operational activity of the Group, which are provided to the Company’s shareholders, and are not transferable.

(i) Options granted before 11 March 2016 will continue on their effective terms, other than as the same may be amended (subject to the consent of the holders) with respect to the terms governing the acquisition of EIP Shares as set out in this Plan as amended.

(ii) SARs granted before 13 March 2018 will continue on their original terms as to the number of SARs, Award Date, vesting dates and Measurement Price, other than as the same may be amended (subject to the consent of the holders) with respect to the terms governing the acquisition of EIP Shares as set out in this Plan as amended.

4. VESTING

4.1 Vesting schedule

Unless otherwise decided by the Board upon Award Date, Awards will vest with time over four years following the Award Date as follows:

(i) one fourth of the Options, SARs or Restricted Share Units subject to the Award to vest on the First Vesting Date; and

(ii) a further one sixteenth of the Options, SARs or Restricted Share Units subject to the Award to vest on the last day of each consecutive calendar quarter following the First Vesting Date.

4.2 Performance targets

In some cases, vesting of an Award may also be subject to individual or Group corporate performance targets and if so, these will be set forth in the EIP Notice of Award or in the Equity Incentive Agreement.

4.3 Advisors and consultants

Vesting terms with respect to Awards granted to external strategic advisors and consultants may be determined on a case by case basis by the Board and will be set out in the EIP Notice of Award or in the Equity Incentive Agreement.

4.4 “Bullet” vesting

With respect to Recipients who are in a contractual or other arrangement binding them to exercise certain chargeable duties for the benefit of an entity or entities in the Group, all Awards shall vest immediately if such arrangement is terminated within 12 months following a Change of Control either by:

(i) the Recipient for a Good Reason; or

(ii) by the Company or its Subsidiary for any reason other than Cause.

4.5 Exit Event

Other than as provided in clause 4.4 above, following an Exit Event (including, for the avoidance of doubt, a Change of Control), all Awards shall continue to vest in accordance with their applicable vesting schedules, subject to the continuation of the Recipient’s contractual or other arrangement binding him/her to exercise certain chargeable duties for the benefit of the Group.

4.6 Suspension of Vesting

A vesting period will be suspended if the Recipient ceases carrying out chargeable duties for the benefit of the Company under a contractual or other binding arrangement due to maternity/paternity leave. Such suspension starts from the last day of a calendar quarter preceding a calendar quarter when unpaid maternity/paternity leave starts but in any case not later than the 141st day of paid maternity/paternity leave. For the avoidance of doubt, for so long as the Recipient is a Russian tax resident, the start of paid maternity/paternity leave needs to be supported by a maternity/paternity sick list. The vesting period continues and the suspension period finishes from the next date after the Recipient resumes carrying out chargeable duties for the benefit of the Company under a contractual or other binding arrangement. The vesting suspension period may be reduced at the sole discretion of the Board.

5. ACQUISITION OF EIP SHARES

5.1 Continuing relationship

The Recipient must maintain a contractual or other arrangement binding him/her to exercise certain chargeable duties for the benefit of the Group at all times between the Award Date and (as the circumstances may be):

(i) the Acquisition Date; or

(ii) the date of termination of the Recipient’s contractual or other arrangement binding him/her to exercise certain chargeable duties for the benefit of the Group for any reason other than Cause or his/her engaging in competitive activities following termination as provided for under the Equity Incentive Agreement, or

(iii) the date of death or Disability.

5.2 Issue of EIP Shares

Subject to sections 5.1 and 8, the Board acting in good faith will issue EIP Shares to the Recipient (or, in a case falling within section 5.4, his lawful representatives) as soon as possible after an Acquisition Date.

5.3 Determination of a number of EIP Shares

5.3.1 EIP Shares to be issued to Recipients in connection with SARs shall be determined from the following formula:

N=S*(X-Y)/X if X>Y and,

N=0 if X=<Y where

N equals the number of EIP Shares to be issued to the Recipient;

X equals the FMV at the Acquisition Date;

Y equals the Measurement Price; and

S equals the number of SARs vested on the Acquisition Date.

The Measurement Price can be defined in rubles and recalculated in the currency which is used for the determination of the FMV as of the Acquisition Date using the daily exchange rates of the Central Bank of Russia between the ruble and the relevant currency averaged over the period of three (3) months prior to the Acquisition Date.

5.3.2 EIP Shares to be issued to Recipients in connection with Options shall be the number of EIP Shares subject to the portion of the Option being exercised.

The Purchase Price can be defined in rubles and recalculated in the currency which is used for the determination of the FMV as of the Acquisition Date (if necessary) using the daily exchange rates of the Central Bank of Russia between the ruble and the relevant currency averaged over the period of three (3) months prior to the Acquisition Date.

5.3.3. EIP Shares to be issued to Recipients in connection with Restricted Share Units shall be the number of EIP Shares subject to the portion of the vested Restricted Share Units being settled.

5.4 Death or Disability

In the case of a Recipient’s death the EIP Shares shall be issued to the Recipient’s personal representatives (including his heirs by will and operation of law) or in the case of Disability to his authorised and lawful representatives. Any Awards that have not vested by the date of death or Disability will lapse and become void on that date.

6. RESTRICTIONS ON EIP SHARES

6.1 Before IPO

EIP Shares shall not carry the right to vote and shall be subject to the rights and restrictions as to transfer and sale attaching to those shares as set out in the articles of association of the Company as amended from time to time, a copy of which may be obtained by a Recipient on request from the Company secretary.

6.2 After IPO

Upon any initial public offering of the Company’s shares the sale of EIP Shares held by any Recipient may be subject to certain sale restrictions as determined by the Board prior to the initial public offering.

7. CONVERSION

In certain cases provided in the articles of association of the Company EIP Shares will be converted into ordinary shares in the ratio 1:1, subject to and in accordance with the provisions of the articles of association of the Company.

8. REPURCHASE OF AWARDS

Within 20 days following the event triggering an Acquisition Date other than an Exit Event, the Board may decide instead to settle a vested portion of Awards by the Company (or a Subsidiary) making to the Recipient (or, in the event of his death or Disability, his or her lawful representatives) a cash payment equal to (a) with respect to SARs, the difference between the FMV and the Measurement Price multiplied by the number of vested SARs, (b) with respect to Options, the difference between the FMV and the Purchase Price, multiplied by the number of vested Options and (c) with respect to Restricted Share Units, the FMV, multiplied by the number of vested Restricted Share Units. If the FMV is not in rubles, the Measurement Price or Purchase Price will be converted into the relevant currency as set out in section 5.3.

9. CANCELLATION

9.1 Termination for Cause

If: (1) a contractual or other arrangement binding a Recipient to exercise certain chargeable duties for the benefit of the Group is terminated for Cause, (2) a Recipient harms the reputation and public image of the Company or any entity in the Group by “bad-mouthing” or (3) a Recipient breaches any non-competition or non-solicitation, confidentiality or invention assignment obligation of the Recipient to the Company or any of its Subsidiaries; then all Awards held by such Recipient (whether vested or unvested) shall lapse and become void, and will go back into the Reserved Pool.

9.2 Termination other than for Cause

Awards that have not vested prior to the relevant Acquisition Date other than an Exit Event will lapse and become void upon that date and go back into the Reserved Pool.

9.3 Redemption of EIP Shares

The Company shall have the right to redeem any or all EIP Shares issued pursuant to this Agreement in accordance with the terms of the articles of association of the Company.

10. Miscellaneous

10.1 The Recipient hereby consents to the collection, use and transfer of personal data as described in this section. The Recipient understands that the Group hold certain personal information about him/her, including but not limited to his/her name, home address and telephone number, date of birth, identification document number, any shares or directorships held in the Company (“Data”). The recipient further understands that the Company will transfer Data as necessary for the purposes of the EIP and may further transfer the Data to any third parties in the course of performance of its obligations under the EIP. The Recipient understands that recipients of the Data may be located in Russia, Cyprus or elsewhere. The Recipient authorises further recipients to receive, possess, use, retain and transfer the Data in electronic or other form, for the purposes of performance of the EIP.

10.2 In any applicable case the Company and/or any Subsidiaries shall be entitled to withhold or collect any relevant taxes and/or contributions payable in connection with the issuance, conversion or transfer of EIP Shares or repurchase of Awards under this Plan. Notwithstanding the above, the Recipient hereby acknowledges and agrees that the responsibility for paying any amounts of tax and/or social security contributions if any attributable to or payable in connection with any event pursuant to this Plan shall remain with and be a liability of the Recipient. The Recipient hereby further agrees to provide the Company or a Subsidiary on request with such documentation, assurances or information as the Company or a Subsidiary may require to satisfy itself either that it may withhold any tax and/or social security contributions where the Company or a Subsidiary has an obligation to do so, or that the Recipient himself will pay any such amounts of tax and/or social security contributions directly to the relevant authority in any jurisdiction in accordance to the relevant legislation.

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Ozon Holdings PLC:

We consent to the use of our report dated September 8, 2020, except as to the capital reorganization section of Note 27, which is as of November 2, 2020, with respect to the consolidated statements of financial position of Ozon Holdings PLC as of December 31, 2019 and 2018, and the related consolidated statements of profit or loss and comprehensive income, changes in equity, and cash flows for the years then ended, and the related notes incorporated herein by reference.

Our report refers to the adoption of International Financial Reporting Standard 16, Leases.

/s/ JSC “KPMG”

Moscow, Russia

January 27, 2021