YNDX Yandex NV

Yandex N.V. (NASDAQ: YNDX), a technology company that builds intelligent products and services powered by machine learning, today announced that all resolutions proposed at Yandex’s 2019 Annual General Meeting of Shareholders (“AGM”), held on Thursday, June 27, 2019, have been approved.

Yandex also announced three re-appointments and two new appointments to its Board of Directors. Rogier Rijnja, Charles Ryan, and Alexander Voloshin were reappointed as non-executive members of the Board of Directors for a three-year term, Mikhail Parakhin was appointed as a non-executive member of the Board of Directors for a one-year term, and Tigran Khudaverdyan was appointed as an executive member of the Board for a one-year term.

The total number of Class A shares eligible to vote at the AGM was 288,869,774, with a total of 288,869,774 voting rights; the total number of Class B shares was 37,748,658, with a total of 377,486,580 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 the extension of the term for the preparation of the 2018 statutory accounts

The below are the results regarding the proposal to approve the extension of the term for the preparation of the 2018 statutory accounts:

	Number of Votes For		Number of Votes Against		Number of Votes Abstained
	589,806,139		21,656		309,328

Proposal Two — Approval of 2018 statutory accounts

The below are the results regarding the proposal to approve the 2018 statutory accounts of Yandex:

	Number of Votes For		Number of Votes Against		Number of Votes Abstained
	589,737,924		318,551		80,648

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
	587,957,242		755,080		1,424,801

Proposal Four — Re-appointment of Rogier Rijnja

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
Rogier Rijnja		579,530,971		9,527,577		1,078,575

Proposal Five – Re-appointment of Charles Ryan

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
Charles Ryan		588,126,763		932,719		1,077,641

Proposal Six – Re-appointment of Alexander Voloshin

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
Alexander Voloshin		498,377,541		90,681,467		1,078,115

Proposal Seven – Appointment of Mikhail Parakhin

The following Director was appointed to serve as a member of the Board of Directors for a one-year term:

Director		Number of Votes For		Number of Votes Against		Number of Votes Abstained
Mikhail Parakhin		505,180,944		83,878,031		1,078,148

Proposal Eight – Appointment of Tigran Khudaverdyan

The following Director was 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
Tigran Khudaverdyan		512,128,092		77,998,362		10,669

Proposal Nine — Cancellation of shares

The below are the results regarding the proposal to cancel Yandex’s 130,000 outstanding Class C shares:

	Number of Votes For		Number of Votes Against		Number of Votes Abstained
	590,095,012		21,889		20,222

Proposal Ten — 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 2019 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 2019 financial year (to be prepared under IFRS):

	Number of Votes For		Number of Votes Against		Number of Votes Abstained
	589,786,271		345,619		5,233

Proposal Eleven — Amendment to 2016 Equity Incentive Plan

The below are the results regarding the proposal to amend the Company’s 2016 Equity Incentive Plan (the “Plan”) to increase the number of unallocated Class A shares available thereunder to 7.0% of the outstanding share capital of the Company as of March 31, 2019 and to authorize the Board of Directors to grant equity awards and issue Class A shares under the Plan, and to authorize the Board of Directors to exclude the pre-emptive right of subscription for any equity awards to be granted and Class A shares to be issued under the Plan and to authorize the Board of Directors to do anything which may required in connection therewith:

	Number of Votes For		Number of Votes Against		Number of Votes Abstained
	428,151,933		160,473,542		1,511,648

Proposals Twelve, Thirteen and Fourteen — 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 up to 20% of the issued share capital and preference shares up to the 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
	403,768,280		185,580,106		788,737

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
	404,968,204		184,377,466		791,453

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
	501,376,068		88,752,439		8,616

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: askIR@yandex-team.ru

Press Office:Ilya GrabovskiyPhone: +7 495 739-70-00E-mail: pr@yandex-team.ru 

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 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