Yandex Announces Results of 2020 Annual General Meeting of Shareholders
Yandex (NASDAQ: YNDX) held its 2020 Annual General Meeting of Shareholders on October 29, 2020, where all proposed resolutions were approved. The AGM featured the reappointment of Arkady Volozh as an executive Board member for four years and Mikhail Parakhin as a non-executive member for one year. The meeting confirmed the approval of the 2020 statutory accounts with 586,699,774 votes for, and other proposals including share cancellations and auditor appointments received strong backing. Notably, new measures empowering the Board to issue new Class A shares were also approved.
- All proposed resolutions at the AGM were approved, indicating strong shareholder confidence.
- Arkady Volozh and Mikhail Parakhin were successfully reappointed to the Board, ensuring experienced leadership.
- The approval of the 2020 statutory accounts was overwhelmingly supported, reflecting the company's solid financial performance.
- Proposals to empower the Board with share issuance and repurchase authority received favorable votes, enhancing strategic flexibility.
- The significant dissent on proposals such as the issuance of new shares (99,891,956 votes against) suggests shareholder concerns about potential dilution.
MOSCOW and AMSTERDAM, Oct. 29, 2020 (GLOBE NEWSWIRE) -- Yandex (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 2020 Annual General Meeting of Shareholders ("AGM"), held on Thursday, October 29, 2020, have been approved.
Yandex also announced two reappointments to its Board of Directors. Arkady Volozh was re-appointed as executive member of the Board of Directors for a four-year term, and Mikhail Parakhin was reappointed as non-executive member of the Board of Directors for a one-year term.
The total number of Class A shares eligible to vote at the AGM was 316,675,755, with a total of 316,675,755 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.
Proposal One — Approval of 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 | |
| 586 699 774 | 37 232 | 1 247 629 |
Proposal Two — 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 | |
| 574 631 439 | 11 014 804 | 2 338 392 |
Proposal Three — Re-appointment of Arkady Volozh
The below are the results regarding the proposal to re-appoint Arkady Volozh to serve as a member of the Board of Directors for a four-year term:
| Number of Votes For | Number of Votes Against | Number of Votes Abstained | |
| 585 146 520 | 2 033 369 | 804 746 |
Proposal Four — Re-appointment of Mikhail Parakhin
The below are the results regarding the proposal to re-appoint Mikhail Parakhin to serve as a member of the Board of Directors for a one-year term:
| Number of Votes For | Number of Votes Against | Number of Votes Abstained | |
| 582 011 154 | 5 905 832 | 67 649 |
Proposal Five — Cancellation of shares
The below are the results regarding the proposal to cancel Yandex's 1,429,984 outstanding Class C shares:
| Number of Votes For | Number of Votes Against | Number of Votes Abstained | |
| 587 961 431 | 9 622 | 13 582 |
Proposal Six — 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 2020 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 2020 financial year (to be prepared under IFRS):
| Number of Votes For | Number of Votes Against | Number of Votes Abstained | |
| 587 936 840 | 37 172 | 10 623 |
Proposals Seven, Eight and Nine — General designations and authorizations of the Board of Directors
The below are the results regarding the proposal to designate the Board of Directors as the competent body to issue from time to time Class A shares up to
| Number of Votes For | Number of Votes Against | Number of Votes Abstained | |
| 487 669 038 | 99 891 956 | 423 641 |
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 | |
| 450 322 885 | 136 381 422 | 1 280 328 |
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
| Number of Votes For | Number of Votes Against | Number of Votes Abstained | |
| 491 607 888 | 95 749 654 | 627 093 |
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
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 market-leading on-demand transportation services, navigation products and other mobile applications for millions of consumers across the globe. Yandex, which has 33 offices worldwide, has been listed on the NASDAQ since 2011.
More information on Yandex can be found at https://yandex.com/company/.
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