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MOSCOW and AMSTERDAM, Netherlands, May 25, 2017 -- Yandex N.V. (NASDAQ:YNDX), one of Europe’s largest internet companies and the leading search provider in Russia, today announced that all resolutions proposed at Yandex’s 2017 Annual General Meeting of Shareholders (“AGM”), held on Thursday, May 25, 2017, have been passed.
Yandex also announced several reappointments to its Board of Directors. Herman Gref was reappointed as a non-executive member of the Board of Directors for a three-year term and Arkady Volozh was re-appointed as an executive member of the Board of Directors for a three-year term.
The total number of Class A shares eligible to vote at the AGM was 279,264,982, with a total of 279,264,982 voting rights; the total number of Class B shares was 44,858,734, with a total of 448,587,340 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.
Proposal One — Approval of 2016 statutory accounts
The below are the results regarding the proposal to approve the 2016 statutory accounts of Yandex:
| Number of Votes For | Number of Votes Against | Number of Votes Abstained | ||||
| 548,889,285 | 214,118 | 14,522,579 |
Proposal Two — Addition of 2016 profits to retained earnings
The below are the results regarding the proposal to add the 2016 profits of Yandex to retained earnings:
| Number of Votes For | Number of Votes Against | Number of Votes Abstained | ||||
| 549,152,209 | 32,135 | 14,451,638 |
Proposal Three — Discharge of directors
The below are the results regarding the proposal to grant discharge to the directors for their management during the past financial year:
| Number of Votes For | Number of Votes Against | Number of Votes Abstained | ||||
| 549,023,400 | 79,433 | 14,533,149 |
Proposal Four — Re-appointment of Herman Gref
The following Director was re-appointed to serve as a member of the Board of Directors for a three-year term:
| Director | Number of Votes For | Number of Votes Against | Number of Votes Abstained | ||||
| Herman Gref | 547,787,958 | 15,539,147 | 308,877 |
Proposal Five – Re-appointment of Arkady Volozh
The following Director was re-appointed to serve as a member of the Board of Directors for a three-year term:
| Director | Number of Votes For | Number of Votes Against | Number of Votes Abstained | ||||
| Arkady Volozh | 562,886,972 | 437,325 | 311,685 |
Proposal Six — Cancellation of shares
The below are the results regarding the proposal to cancel Yandex’s 739,235 outstanding Class C shares:
| Number of Votes For | Number of Votes Against | Number of Votes Abstained | ||||
| 563,469,033 | 29,367 | 137,582 |
Proposal Seven — Appointment of Auditor
The below are the results regarding the proposal to ratify the selection by the Audit Committee of the appointment of JSC KPMG, an independent registered public accounting firm and the Russian affiliate of KPMG International, as auditors of the Company’s consolidated financial statements for the 2017 financial year (to be prepared under U.S. GAAP), and KPMG Accountants N.V., its Dutch affiliate, as external auditors of the Company’s statutory annual accounts for the 2017 financial year (to be prepared under IFRS):
| Number of Votes For | Number of Votes Against | Number of Votes Abstained | ||||
| 563,261,769 | 302,361 | 71,852 |
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 ordinary shares and preference shares up to the respective authorized share capital 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 | ||||
| 415,601,704 | 130,351,717 | 17,682,561 |
The below are the results regarding the proposal to authorize the Board of Directors to exclude pre-emptive rights of the existing shareholders in respect of the issue of ordinary shares and preference 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 | ||||
| 415,674,246 | 130,279,814 | 17,681,922 |
The below are the results regarding the proposal to authorize the Board of Directors for a period of 18 months to repurchase shares in Yandex up to a maximum of 20% of the issued share capital from time to time:
| Number of Votes For | Number of Votes Against | Number of Votes Abstained | ||||
| 514,877,375 | 48,683,334 | 75,273 |
About Yandex N.V.
Yandex (NASDAQ: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 market-leading on-demand transportation services, navigation products, and other mobile applications for millions of consumers across the globe. Yandex, which has 17 offices worldwide, has been listed on the NASDAQ since 2011.
More information on Yandex can be found at https://yandex.com/company
For further information, please visit http://company.yandex.com or contact:
Yandex N.V. Investor Relations Katya Zhukova Phone: +7 495 974-35-38 E-mail: [email protected] Media Relations Ochir Mandzhikov, Ksenia Korneeva Phone: +7 495 739-70-00 E-mail: [email protected]
