O’KEY GROUP SHAREHOLDERS APPROVE REDOMICILIATION TO RUSSIA

Press release

25 March 2025

O’KEY GROUP SHAREHOLDERS APPROVE REDOMICILIATION TO RUSSIA

O’KEY Group S.A. (AIX, MOEX: OKEY, the “Group” or the “Company”), one of Russia’s leading food retailers, announces that its shareholders decided at an extraordinary general meeting (EGM) on 25 March 2025 to change Company’s jurisdiction from the Grand Duchy of Luxembourg to the Russian Federation (“redomiciliation”).

In accordance with the resolutions adopted at the EGM, and upon completion of all the procedures required by the laws of each jurisdiction to enable the Company to wind up its operations in Luxembourg and move them to the Russian Federation, the Company is expected to be registered in a special administrative district on Oktyabrsky Island, in the Kaliningrad region, as International Public Joint-Stock Company O’KEY Group (IPJSC O’KEY Group).  

At the same time, the Group will continue to operate as a Luxembourg-registered company until the redomiciliation has been completed. The process of changing the Group’s legal registration will not affect the business processes or operations of its retail chains or its subsidiaries. The Group will continue to meet all its obligations to its partners and customers on time and in full.

The Company will continue to keep investors informed about key stages of the process.

All materials published by the Group are available on its website at www.okeygroup.lu.

For more information, please contact:

ABOUT O`KEY GROUP

O`KEY Group S.A. (AIX, MOEX: OKEY) is one of the leading grocery retailers in Russia, operating hypermarkets under the O`KEY brand and discounters under the DA! brand.

As of 31 December 2024, the Group had 301 stores across Russia (77 hypermarkets and 224 discounters) with a total selling space of 663,568 sq m. O`KEY opened its first hypermarket in St Petersburg in 2002 and has since demonstrated continuous growth. It was the first Russian food retailer to launch e-commerce operations offering a full range of hypermarket products for home delivery. The Group operates e-commerce pick-up and delivery points in O`KEY hypermarkets across the country. In 2015, we launched the first discount chain in Russia under the DA! brand. The Group operates five distribution centres in Russia – three in Moscow and two in St Petersburg – and employs 19,200 people.

In 2023, the Group’s revenue amounted to RUB 207.9 bn, and EBITDA reached RUB 17.0 bn.

The O`KEY Group shareholder structure is as follows: NISEMAX Co Ltd, 49.11%; GSU Ltd, 34.14%; free-float and other holders, 16.75%.

DISCLAIMER

These materials contain statements about future events and expectations that are forward-looking statements. These statements typically include words such as ‘expects’ and ‘anticipates’ and words of similar import. Any statement in these materials that is not a statement of historical fact is a forward-looking statement that involves known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

None of the future projections, expectations, estimates or prospects in this announcement should be taken as forecasts or promises, nor should they be taken as implying any indication, assurance or guarantee that the assumptions on which such future projections, expectations, estimates or prospects have been prepared are correct or exhaustive or, in the case of the assumptions, fully stated in this announcement. We assume no obligations to update the forward-looking statements contained herein to reflect actual results, changes in assumptions or changes in factors affecting these statements.