YANDEX ANNOUNCES RESULTS OF

2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS AND CLASS A MEETING

 

MOSCOW and AMSTERDAM, Netherlands - June 28, 2021 - Yandex N.V. (NASDAQ and MOEX: YNDX), one of Europe's largest internet companies and the leading search and ride-hailing provider in Russia, today announced that all resolutions proposed at Yandex's 2021 Annual General Meeting of Shareholders (the "AGM") and the meeting of the holders of Class A Ordinary Shares, both held on Monday, June 28, 2021, have been approved.

 

Yandex also announced three re-appointments to its Board of Directors. Each of John Boynton, Esther Dyson and Ilya Strebulaev were re-appointed as non-executive members of the Board of Directors, each for a four-year term. Yandex also announced that Alexander Moldovan was appointed as a non-executive member of the Board of Directors for a four-year term.

 

The total number of Class A shares eligible to vote at the AGM was 321,153,661, with a total of 321,153,661 voting rights; the total number of Class B shares was 35,708,674, with a total of 357,086,740 voting rights. Each Class A share carries one vote; each Class B share carries ten votes. The Class A shares and Class B shares voted together as a single class on all matters at the AGM.

 

Meeting of the holders of the Class A Ordinary Shares

 

Proposal - Merger of Yandex N.V. and Yandex.Market B.V.

 

The below are the results regarding the proposal to approve the legal merger of Yandex B.V. and Yandex.Market B.V.:

 

	Number of Votes  For		Number of Votes Against		Number of Votes Abstained
	242,562,405		16,444		392,466

 

 

Yandex's 2021 Annual General Meeting of Shareholders

 

Proposal One - Approval of the 2020 statutory accounts

 

The below are the results regarding the proposal to approve the 2020 statutory accounts of Yandex:

 

	Number of Votes  For		Number of Votes Against		Number of Votes Abstained
	590,483,284		1,316,094		4,506,677

 

Proposal Two - Discharge of directors

 

The below are the results regarding the proposal to grant discharge to the directors for their management during the 2020 financial year:

 

	Number of Votes  For		Number of Votes Against		Number of Votes Abstained
	575,907,271		15,936,061		4,462,723

 

 

Proposal Three - Re-appointment of John Boynton

 

The following Director was re-appointed to serve as a non-executive member of the Board of Directors for a four-year term:

 

Director		Number of Votes  For		Number of Votes Against		Number of Votes Abstained
John Boynton		493,395,092		97,570,084		5,340,879

 

Proposal Four - Re-appointment of Esther Dyson

 

The following Director was re-appointed to serve as a non-executive member of the Board of Directors for a four-year term:

 

Director		Number of Votes  For		Number of Votes Against		Number of Votes Abstained
Esther Dyson		509,796,050		82,838,059		3,671,946

 

 

Proposal Five - Re-appointment of Ilya Strebulaev

 

The following Director was re-appointed to serve as a non-executive member of the Board of Directors for a four-year term:

 

Director		Number of Votes  For		Number of Votes Against		Number of Votes Abstained
Ilya Strebulaev		588,104,589		3,989,799		4,211,667

 

 

Proposal Six - Appointment of Alexander Moldovan

 

The following Director was appointed to serve as a non-executive member of the Board of Directors, for a four-year term:

 

Director		Number of Votes  For		Number of Votes Against		Number of Votes Abstained
Alexander Moldovan		588,662,995		3,374,534		4,268,526

 

 

Proposal Seven - Appointment of Auditor

 

The below are the results regarding the proposal to appoint AO PricewaterhouseCoopers Audit and PricewaterhouseCoopers International Limited as auditors of Yandex N.V.'s consolidated financial statements for the 2021 financial year, and PricewaterhouseCoopers Accountants N.V. as the external auditors of Yandex N.V.'s statutory annual accounts for the 2021 financial year:

 

	Number of Votes  For		Number of Votes Against		Number of Votes Abstained
	593,367,585		267,732		2,670,738

 

 

Proposals Eight, Nine and Ten - General designations and authorizations of the Board of Directors

 

The below are the results regarding the proposal to authorize the Board of Directors to issue Class A shares up to an additional 20% of the issued share capital (excluding Class C shares) of the Company for a period of five years from the date of the AGM:

 

	Number of Votes  For		Number of Votes Against		Number of Votes Abstained
	499,884,225		92,679,796		3,742,034

 

The below are the results regarding the proposal to designate the Board of Directors as the competent body to exclude pre-emptive rights of the existing shareholders in respect of the issue of Class A shares for a period of five years from the date of the AGM:

 

	Number of Votes  For		Number of Votes Against		Number of Votes Abstained
	457,856,170		135,629,881		2,820,004

 

The below are the results regarding the proposal to authorize the Board of Directors for a period of 18 months to repurchase shares in the capital of the Company up to 20% of the issued share capital from time to time, in the case of Class A shares, against a purchase price equal to the market price on the Nasdaq Global Select Market of the Class A shares at the time of the repurchase:

 

	Number of Votes  For		Number of Votes Against		Number of Votes Abstained
	503,439,047		90,027,792		2,839,216

 

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For further information, please visit http://company.yandex.com or contact:

 

Yandex N.V.

Investor Relations

Yulia Gerasimova

Phone: +7 495 974-35-38

E-mail: askIR@yandex-team.ru

 

Press Office:

Ilya Grabovskiy

Phone: +7 495 739-70-00

E-mail: pr@yandex-team.ru 

 

About Yandex N.V.

 

Yandex (NASDAQ and MOEX: YNDX) is a technology company that builds intelligent products and services powered by machine learning. Our goal is to help consumers and businesses better navigate the online and offline world. Since 1997, we have delivered world-class, locally relevant search and information services. Additionally, we have developed leading on-demand transportation services, navigation products, and other mobile applications for millions of consumers across the globe. Yandex, which has over 30 offices worldwide, has been listed on the NASDAQ since 2011 and Moscow Exchange since 2014.

 

More information on Yandex can be found at https://yandex.com/company