Yandex Announces Results of 2021 Annual General Meeting of Shareholders and Class A Meeting
On June 28, 2021, Yandex N.V. (NASDAQ:YNDX) announced the approval of all resolutions from its 2021 Annual General Meeting (AGM) of Shareholders. The AGM confirmed re-appointments of John Boynton, Esther Dyson, and Ilya Strebulaev as non-executive directors for four-year terms. Alexander Moldovan was also appointed to the Board. Key proposals included the legal merger of Yandex N.V. and Yandex.Market B.V. with 242,562,405 votes in favor, and other financial approvals. Notably, the Board was authorized to issue up to 20% additional Class A shares and repurchase shares up to 20% of issued capital.
- All AGM resolutions were approved, indicating strong shareholder support.
- Reappointments to the Board of Directors signal continuity in leadership.
- Approval of the merger with Yandex.Market B.V. could enhance operational synergy.
- Authorization to issue additional Class A shares may support future capital needs.
- Voting against the merger proposal had a notable fraction of votes (16,444).
- The Board's authorization to exclude pre-emptive rights may dilute existing shareholders' equity.
MOSCOW and AMSTERDAM, NETHERLANDS / ACCESSWIRE / June 28, 2021 / Yandex N.V. (NASDAQ:YNDX)(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 | Number of Votes | Number of Votes | ||||
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 | Number of Votes | Number of Votes | ||||
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 | Number of Votes | Number of Votes | ||||
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 | Number of Votes | Number of Votes | ||||
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 | Number of Votes | Number of Votes | ||||
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 | Number of Votes | Number of Votes | ||||
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 | Number of Votes | Number of Votes | ||||
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 | Number of Votes | Number of Votes | ||||
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
Number of Votes | Number of Votes | Number of Votes | ||||
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 | Number of Votes | Number of Votes | ||||
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
Number of Votes | Number of Votes | Number of Votes | ||||
503,439,047 | 90,027,792 | 2,839,216 |
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
SOURCE: Yandex N.V.
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