YANDEX ANNOUNCES RESULTS OF

2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS

 

MOSCOW and AMSTERDAM, Netherlands — December 22, 2022 — Yandex N.V. (NASDAQ: YNDX), the Dutch parent company of the Yandex Group, today announced that all resolutions proposed at Yandex’s 2022 Annual General Meeting of Shareholders (the “AGM”) have been approved.

 

Yandex also announced three re-appointments to its Board of Directors. Each of Rogier Rijnja, Charles Ryan and Alexander Voloshin were re-appointed as non-executive members of the Board of Directors, each for a four-year term.

 

The total number of Class A shares eligible to vote at the AGM was 325,877,318, with a total of 325,877,318 voting rights; the total number of Class B shares was 35,698,674, with a total of 356,986,740 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 requiring a vote at the AGM.

 

 

Yandex’s 2022 Annual General Meeting of Shareholders

 

Discussion Item One — Review of the 2021 statutory accounts

 

The agenda item to review the 2021 statutory accounts of Yandex did not require voting at the AGM.

 

 

Proposal Two — Discharge of directors

 

The below are the results regarding the proposal to grant discharge to the directors for their management during the 2021 financial year:

 

	Number of Votes  For		Number of Votes Against		Number of Votes Abstained
	476,673,236		154,588		5,128,749

 

 

Proposal Three — Re-appointment of Rogier Rijnja

 

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
Rogier Rijnja		460,196,975		19,413,801		2,345,797

 

Proposal Four – Re-appointment of Charles Ryan

 

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
Charles Ryan		478,606,084		2,522,835		827,654

 

 

Proposal Five – Re-appointment of Alexander Voloshin

 

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
Alexander Voloshin		398,144,207		66,876,889		16,935,477

 

 

Proposal Six – Cancellation of Class C Shares 

 

The below are the results regarding the proposal to cancel 10,000 outstanding Class C Shares:

 

	Number of Votes  For		Number of Votes Against		Number of Votes Abstained
	480,679,108		89,879		1,187,586

 

 

Proposal Seven – Appointment of Auditor

 

The below are the results regarding the proposal to appoint “Technologies of Trust – Audit” JSC, an independent registered public accounting firm, as an auditor of the Company’s consolidated financial statements for the 2022 financial year (to be prepared under US GAAP):

 

	Number of Votes  For		Number of Votes Against		Number of Votes Abstained
	480,782,267		87,716		1,086,590

 

 

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
	444,753,091		36,389,963		813,519

 

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
	446,001,199		35,135,310		820,064

 

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
	453,280,537		28,662,176		13,860

 

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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:YNDX) is a technology company registered in the Netherlands 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 34 offices worldwide, has been listed on the NASDAQ since 2011.

 

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