Exhibit 99.1
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Yandex N.V
Schiphol Boulevard165
1118 BG Schiphol
The Netherlands
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To: Holders of Class A Ordinary Shares of Yandex N.V.
From: Board of Directors
Date: June 10, 2021
Notice of Meeting of Holders of Class A Ordinary
Shares of Yandex N.V.
We hereby inform you that Yandex N.V. (Yandex,
or the “Company”) will hold a Meeting of holders of Class A Ordinary Shares of Yandex N.V. (the “Class A Meeting”)
on June 28, 2021, beginning at 16.00 Amsterdam time by webcast available at www.meetingcenter.io/251402606 in accordance
with Dutch Temporary Act COVID-19 Justice and Safety (Tijdelijke wet COVID-19 Justitie en Veiligheid) (the "Temporary Act
COVID-19").
Enclosed with this notice you will find the Agenda
for the Class A Meeting, together with explanatory notes, as well as a Power of Attorney / Proxy to authorize company representatives
to vote your shares at the Class A Meeting.
If you are planning to join the webcast of the
Class A Meeting, we kindly request you to provide advance notice by notifying the Company at askir@yandex-team.ru before
16.00. (Amsterdam time) on June 25, 2021. To participate in the Class A Meeting, you may go to www.meetingcenter.io/251402606
and enter your 15-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. The
password for the meeting is YNDX2021. You will not be able to vote your shares in real time at the webcast of the Class A Meeting. Instead,
you are requested to vote your shares in advance in the manner described below. Those without a control number may attend the Class A
Meeting as guests, in listen-only mode, by logging in to the same virtual meeting platform and following the instructions on the website
for guest access.
The sole item scheduled for consideration at the Class A Meeting is
the prior approval of the proposed resolution of the Board of Directors to resolve upon the legal merger of the Company with Yandex.Market
B.V., a wholly owned subsidiary of the Company.
*****
Copies of materials related to the Class A
Meeting, including this Notice of Meeting, the Agenda and Explanatory Notes, and the Merger Proposal between Yandex N.V. and Yandex.Market
B.V., are available:
• at: http://www.edocumentview.com/YNDX
• on our website at http://yandex.com/company
• at the Company’s offices (Schiphol Boulevard 165, 1118
BG Schiphol, the Netherlands)
• from Investor Relations, tel +7 495 739-7000 or by email:
askir@yandex-team.ru
The Explanatory Notes to the Merger proposal are
available for inspection by shareholders at the Company’s offices at the above address; copies may be requested from Investor Relations.
The persons who will be considered as entitled
to vote and/or attend the Class A Meeting are those persons who on May 31, 2021, after processing of all settlements as of this date (the
record date), have these rights and are registered as such in a register designated by the Board. The designated register for the Class
A Shares is maintained by the Company’s transfer agent and registrar, Computershare Trust Company N.A.
On May 31, 2021, the total number of Class A Shares
outstanding (excluding shares held in treasury) was 321,153,661, with each Class A Ordinary Share carrying one vote.
Class A shareholders who hold shares on the record
date have the opportunity to submit written questions in respect of the agenda items by sending an e-mail to askir@yandex-team.ru. Any
questions must be submitted by 72 hours prior to the Class A Meeting: and must be accompanied by evidence of your ownership or beneficial
ownership of shares on the record date. If your Class A shares are held by a broker, bank or other nominee, you must provide us with a
letter from the nominee confirming your beneficial ownership of such shares. We will answer the questions (either separately or combined
with other questions) at the Class A Meeting with the answers published on our website https://ir.yandex/shareholder-meetings at least
12 hours before the Class A Meeting.
At the Class A Meeting, shareholders who have
submitted written questions in advance will be given the opportunity to ask follow-up questions. The Chairman in his discretion may refuse
follow-up questions being asked if these may reasonably be expected to jeopardize the order of the Class A Meeting.
Your vote is important regardless of the number
of shares you own. Whether or not you expect to join the webcast of the Class A Meeting, we hope you will take the time to vote your
shares. If you are a shareholder of record, you may vote your Class A shares over the Internet (at http://www.investorvote.com/YNDX),
by telephone (at +1-800-652-8683) or by completing and mailing the enclosed Power of Attorney / Proxy card in the envelope provided.
If your shares are held in ‘‘street name’’, meaning they are held for your account by a broker or other nominee,
you will receive instructions from the broker that you must follow for your shares to be voted.
The resolution of Class A Meeting approving the
proposed merger of Yandex.Market B.V., a wholly owned subsidiary of the Company, into Yandex N.V. requires a simple majority of the votes
cast at the Class A Meeting (pursuant to Article 27.2 of the current Articles of Association).
Shareholders and interested parties may
contact any of the Company’s directors, including the Chairman, the non-executive directors as a group, the chair of any
committee of the Board of Directors or any committee of the Board by writing them via e-mail at askir@yandex-team.ru.
Shareholders who are eligible and intend to have an item added to the agenda of the Class A Meeting must comply with the
requirements contained in Article 18 of our Articles of Association, as amended. We reserve the right (subject to the laws of The
Netherlands) to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with
these and other applicable requirements.
Schiphol, June 10, 2021
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Yandex N.V
Schiphol Boulevard165
1118 BG Schiphol
The Netherlands
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To: Holders of Class A Ordinary Shares of Yandex N.V.
From: Board of Directors
Date: June 10, 2021
Meeting of holders of Class A Ordinary Shares
of Yandex N.V.
Agenda and Explanatory Notes
Opening
Introductory remarks
Prior approval of the merger of Yandex.Market B.V. into Yandex N.V.
*****
Prior approval of the proposed resolution of the Board of Directors
to resolve upon the legal merger of the Company (acquiring company) with Yandex.Market B.V. (disappearing company)
To approve pursuant to Article 27.2 of the current Articles of Association
of the Company the proposed resolution of the Board of Directors to resolve upon the legal merger of the Company (acquiring company) with
Yandex.Market B.V. (disappearing company) in accordance with the Merger proposal (Decision)
Any other business
Explanatory Notes to the Agenda
Opening
The Chairman and the Chief Operating Officer will
explain the rationale and background of the proposed Merger.
Prior approval of the proposed resolution of the Board of Directors
to resolve upon the legal merger of the Company (acquiring company) with Yandex.Market B.V. (disappearing company) (the “Merger”).
Reasons for the Merger
In July 2020, Yandex
N.V. acquired a significant minority interest in Yandex.Market B.V. from Sberbank of Russia. Yandex.Market B.V. is currently a wholly
owned subsidiary of Yandex N.V. and is the intermediate holding company of the core e-commerce business of the Yandex group.
Following the transaction
with Sberbank, this separate intermediate holding company structure serves no corporate purpose. In addition, this separate intermediate
holding company creates tax and operational inefficiencies across the Yandex group as a whole. Accordingly, the Board of Directors of
Yandex has determined that it is advisable and in the best interest of Yandex and its shareholders to merge Yandex.Market B.V. with and
into Yandex N.V., with the separate corporate existence of Yandex.Market B.V. ceasing. This internal restructuring is not expected to
have any impact on the overall operations of the Yandex group, other than the corporate and tax efficiencies described above. Under Dutch
law, the Merger may be resolved upon by the Board of Directors of the Company. Pursuant to the Articles of Association of Company, the
proposed resolution of the Board of Directors requires the prior approval of the Class A Meeting.
Accordingly, to simplify
the legal structure of the Yandex group and thereby reduce the costs relating to the separate accounting and operational systems within
the Yandex group, it is proposed to effect the Merger and that the Class A Meeting grants the prior approval.
Expected
consequences for the activities.
The Acquiring Company intends to continue the activities of the Disappearing
Company.
Explanation
from a legal, economic and social point of view.
Legal:
The Acquiring Company
will acquire the assets and liabilities of the Disappearing Company under universal title of succession. The financial data of the Disappearing
Company will be accounted for in the annual accounts of the Acquiring Company as from 1 January 2021 and onwards.
The Disappearing Company will cease to exist after the Merger. The
Acquiring Company will not assign any new shares in connection with the Merger.
Liabilities and debts, insofar as these should exist between the Merging
Companies, shall cease to exist as a result of the Merger.
Economic:
The Merger will simplify
the legal structure of the Yandex group and will therefore reduce the costs relating to the separate accounting and operational systems
within the group, as the Disappearing Company will no longer be a separate legal entity.
Social
The Merger is subject
to the provisions of Section 7:663, in conjunction with Section 7:662 paragraph 2, under (a), of the Dutch Civil Code. The Merger has
no detrimental effects on the employment or on the employment conditions.
MERGER PROPOSAL
Yandex N.V.
(Acquiring Company)
and
Yandex.Market B.V.
(Disappearing Company)
MERGER PROPOSAL
This merger proposal
is drawn up by the management boards of:
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1.
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Yandex N.V., a public company (naamloze vennootschap), having its registered seat in Amsterdam
(the Netherlands) and its business office at Schiphol Boulevard 165, 1118 BG Schiphol (the Netherlands), registered with the trade register
of the Chamber of Commerce under number 27265167 (the "Acquiring Company"); and
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2.
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Yandex.Market B.V., a private company with limited liability (besloten vennootschap met beperkte
aansprakelijkheid), having its registered seat in Amsterdam (the Netherlands) and its business office at Schiphol Boulevard 165, 1118
BG Schiphol (the Netherlands), registered with the trade register of the Chamber of Commerce under number 66115582 (the "Disappearing
Company"),
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the Acquiring Company and the Disappearing Company jointly the "Merging Companies".
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recitals:
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(A)
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The management boards of the Merging Companies consider it desirable that the Merging Companies enter
into a merger in accordance with the provisions of Section 2:309 et seq. in conjunction with Section 3a of Book 2 of the Dutch Civil Code
("DCC") and in accordance with the terms and conditions of this merger proposal.
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(B)
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At the moment of the filing of this merger proposal the issued shares in the capital of the Disappearing
Company are held by the Acquiring Company and Stichting Yandex.Market Equity Incentive. Prior to the effectuation of the merger all shares
in the capital of the Disappearing Company held by Stichting Yandex.Market Equity Incentive will be transferred to the Acquiring Company
are cancelled, as the case may be, so that at the moment of the execution of the deed of merger the Acquiring Company will be the holder
of the entire issued and outstanding share capital of the Disappearing Company. As a result, this merger will qualify as a 'simplified
merger' as referred to in Section 2:333 paragraph 1 DCC.
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(C)
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The Merging Companies have not established a works council nor participation council as defined in the
Works Councils Act (Wet op de ondernemingsraden).
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(D)
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According to information given by the management board of the Disappearing Company, in respect of the
Disappearing Company there are no persons, other than the shareholders, who have the rights as referred to in article 2:227 paragraph
1 DCC.
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(E)
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The management boards of the Merging Companies have prepared explanatory notes as mentioned in Section
2:313 paragraph 1 DCC.
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proposal:
It is proposed to effect
a legal merger in accordance with Section 2:309 DCC (the "Merger") as a result of which:
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(i)
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the Disappearing Company will cease to exist; and
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(ii)
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the Acquiring Company will acquire the assets and liabilities of the Disappearing Company under universal
succession of title.
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DATA TO BE MENTIONED PURSUANT TO SECTION
2:312, SUBSECTIONS 2 AND 4 DCC:
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(a)
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Type of legal entity, name and registered seat of the Merging Companies.
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1.
Acquiring Company:
the
public limited liability company under Dutch Law: Yandex N.V., having its registered seat in Amsterdam (the Netherlands).
2.
Disappearing Company:
the
private limited liability company under Dutch law: Yandex.Market B.V., having its registered seat in Amsterdam (the Netherlands).
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(b)
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Articles of association of Acquiring Company.
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The
articles of association of the Acquiring Company were lastly amended by a deed of amendment, executed on 23 December 2019 before D. ter
Braak, civil-law notary in Amsterdam (the Netherlands). The current text of the articles of association is attached as Annex to
this merger proposal.
The articles
of association of the Acquiring Company will not be amended in connection with the Merger.
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(c)
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Rights to be given and compensations to be paid pursuant to Section 2:320 DCC, to be chargeable to the
Acquiring Company.
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As
there are no persons who, in any other capacity than as shareholders, have special rights against the Disappearing Company, no special
rights will be granted and no compensations will be paid to anyone.
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(d)
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Benefits to be granted to the managing directors of the Merging Companies or to third parties in connection
with the Merger.
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None.
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(e)
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Intentions with regard to the composition of the management board of the Acquiring Company after the Merger.
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The present composition of the management board of the
Acquiring Company is as follows:
Executive Directors:
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Arkady Yuryevich Volozh, on 11 February 1964;
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Tigran Khudaverdian, born on 28 December 1981;
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Non-Executive Directors:
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John Wilson Boynton, born on 6 October 1965;
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Esther Dyson, born on 14 July 1951;
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Alexander Stalievich Voloshin, born on 3 March 1956;
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Charles Emmitt Ryan, born on 11 May 1967;
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Rogier Benedikt Rijnja, born on 14 November 1962;
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Ilya Alekseevitch Strebulaev, born on 17 May 1975;
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Alexey Komissarov, born in on 20 October 1969;
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Aleksey Yakovitskiy, born on 15 November 1975.
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There is no intention to change the composition of the
management board in connection with the Merger.
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(f)
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Date per which the financial data of the Disappearing Company will be accounted for in the annual accounts of the Acquiring Company.
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The financial year of the Merging Companies runs from 1
January up to and including 31 December.
The financial information of the Disappearing Company over
the current financial year, up to the moment the Merger will take legal effect, shall be accounted for in the annual accounts of the Acquiring
Company as from 1 January 2021.
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(g)
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Proposed measures in connection with the conversion of the shareholding of the Disappearing Company.
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Not applicable.
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(h)
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Intentions involving continuance or termination of activities.
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Upon completion of the Merger, the Acquiring Company intends
to carry on the activities of the Disappearing Company in the same manner as currently carried out by the Disappearing Company. The Acquiring
Company does not intend to discontinue any activities as a result of the Merger.
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(i)
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Approval of the merger proposal and the resolution to effect
the Merger.
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It is proposed that the resolution to enter into the Merger
shall be adopted by the management boards of the Acquiring Company and the Disappearing Company in accordance with Section 2:331 paragraph
1 and 4 DCC.
According to article 27.2 of the articles of association
of the Acquiring Company the adoption of a resolution to enter into a legal merger requires the prior approval of such resolution by the
meeting of holders of class A ordinary shares of the Acquiring Company.
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(j)
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Consequences of the Merger for the goodwill and the distributable reserves of the Acquiring Company.
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The Merger will have no effect on the size of the goodwill
of the Acquiring Company.
The value of the assets and liabilities of the Disappearing
Company will be added to the freely distributable reserves of the Acquiring Company
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(k)
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Financial statements.
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The annual accounts 2017, 2018 and 2019 of the Merging
Companies are attached to this merger proposal (Annex II).
The Acquiring Company has prepared interim financial statements
as per 31st of March 2021 (Annex III). The interim statements have been drawn up in accordance with the composition
and valuation methods as used in the latest adopted annual accounts of the Acquiring Company.
The Disappearing Company has prepared interim financial
statements as per 31st of March (Annex IV). The interim statements have been drawn up in accordance with the composition
and valuation methods as used in the latest adopted annual accounts of the Disappearing Company.
Exhibit 99.2
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Yandex N.V
Schiphol Boulevard165
1118 BG Schiphol
The Netherlands
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To: Shareholders of Yandex N.V.
From: Board of Directors
Date: June 10, 2021
Notice of Annual General Meeting of Shareholders
of Yandex N.V.
We hereby inform you that Yandex N.V. (Yandex,
or the “Company”) will hold its Annual General Meeting of Shareholders (“AGM”) on June 28, 2021, beginning
immediately following the Class A Meeting to be held at 16.00 Amsterdam time on that day, by webcast available at www.meetingcenter.io/251402606
in accordance with Dutch Temporary Act COVID-19 Justice and Safety (Tijdelijke wet COVID-19 Justitie en Veiligheid) (the
"Temporary Act COVID-19").
Enclosed with this notice you will find the Agenda
for the AGM, together with explanatory notes, as well as a Power of Attorney / Proxy to authorize company representatives to vote your
shares at the AGM.
If you are planning to join the webcast of the
AGM, we kindly request you to provide advance notice by notifying the Company at askir@yandex-team.ru before 16.00 (Amsterdam
time) on June 25, 2021. To participate in the AGM, you may go to www.meetingcenter.io/251402606 and enter your 15-digit control number
included on your proxy card or on the instructions that accompanied your proxy materials. The password for the meeting is YNDX2021. You
will not be able to vote your shares in real time at the webcast of the AGM. Instead, you are requested to vote your shares in advance
in the manner described below. Those without a control number may attend the AGM as guests, in listen-only mode, by logging in to the
same virtual meeting platform and following the instructions on the website for guest access.
The following agenda items are scheduled for the AGM:
Introductory remarks.
Substantive Business:
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1.
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Approval of 2020 annual statutory accounts of the Company. (decision)
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2.
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Discharge of the members of the Board of Directors for their liability
towards the Company for their management during the 2020 financial year. (decision)
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3.
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Re-appointment of John Boynton as a non-executive member of the Board
of Directors for a four-year term. (decision)
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4.
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Re-appointment of Esther Dyson as a non-executive member of the Board
of Directors for a four-year term. (decision)
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5.
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Re-appointment of Ilya Strebulaev as a non-executive member of the
Board of Directors for a four-year term. (decision)
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6.
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Appointment of Alexander Moldovan as a non-executive member of the
Board of Directors for a four-year term. (decision)
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7.
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Appointment of the external auditor of the Company for the 2021 financial
year. (decision)
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8.
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General authorization of the Board of Directors to issue Class A Shares.
(decision)
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9.
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General authorization of the Board of Directors to exclude pre-emption
rights. (decision)
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10.
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General authorization of the Board of Directors to acquire shares
in the Company. (decision)
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Any other business.
*****
Copies of materials related to the AGM, including this Notice of
Meeting, the Agenda and Explanatory Notes, and a copy of our 2020 Annual Report on Form 20-F, are available:
• at: http://www.edocumentview.com/YNDX
• on our website at http://yandex.com/company
• at the Company’s offices (Schiphol Boulevard 165,
1118 BG Schiphol, the Netherlands)
• from Investor Relations, tel +7 495 739-7000 or by email:
askir@yandex-team.ru
The Company’s audited statutory accounts
(which are prepared in accordance with IFRS solely to comply with Dutch law) are available for inspection by shareholders at the Company’s
offices at the above address; copies may be requested from Investor Relations.
On May 31, 2021, the total number of Class A
Shares outstanding (excluding shares held in treasury) was 321,153,661 with a total of 321,153,661 voting rights; and 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 will vote together as a single class on all matters at the AGM.
The persons who will be considered as entitled
to vote and/or attend the AGM are those persons who on May 31, 2021, after processing of all settlements as of this date (the record
date), have these rights and are registered as such in a register designated by the Board. The designated register for the Class A Shares
is maintained by the Company’s transfer agent and registrar, Computershare Trust Company N.A. The designated register for the Class
B Shares is maintained by the Company.
Shareholders who hold shares on the record date
have the opportunity to submit written questions in respect of the agenda items by sending an e-mail to askir@yandex-team.ru. Any questions
must be submitted by 72 hours prior to the AGM and must be accompanied by evidence of your ownership or beneficial ownership of shares
on the record date. If your Class A shares are held by a broker, bank or other nominee, you must provide us with a letter from the nominee
confirming your beneficial ownership of such shares. We will answer the questions (either separately or combined with other questions)
at the AGM, with the answers published on our website https://ir.yandex/shareholder-meetings at least 12 hours before the AGM.
At the AGM, shareholders who have submitted written
questions prior to the AGM will be given the opportunity to ask follow-up questions at the webcast of the AGM. The Chairman in his discretion
may refuse follow-up questions being asked if these may reasonably be expected to jeopardize the order of the AGM.
Your vote is important regardless of the number
of shares you own. Whether or not you expect to join the webcast of the AGM, we hope you will take the time to vote your shares. If you
are a shareholder of record, you may vote your Class A shares over the Internet (at http://www.investorvote.com/YNDX), by telephone (at
+1-800-652-8683) or by completing and mailing the enclosed Power of Attorney / Proxy card in the envelope provided. If your shares are
held in ‘‘street name’’, meaning they are held for your account by a broker or other nominee, you will receive
instructions from the broker that you must follow for your shares to be voted.
Shareholders and interested parties may
contact any of the Company’s directors, including the Chairman, the non-executive directors as a group, the chair of any
committee of the Board of Directors or any committee of the Board by writing them via e-mail at askir@yandex-team.ru.
Shareholders who are eligible and intend to have an item added to the agenda of the AGM must comply with the requirements contained
in Article 18 of our Articles of Association, as amended. We reserve the right (subject to the laws of The Netherlands) to reject,
rule out of order or take other appropriate action with respect to any proposal or nomination that does not comply with these and
other applicable requirements.
Schiphol, June 10, 2021
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Yandex N.V
Schiphol Boulevard165
1118 BG Schiphol
The Netherlands
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To: Shareholders of Yandex N.V.
From: Board of Directors
Date: June 10, 2021
2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS
Agenda and Explanatory Notes
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Date:
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June 28, 2021 immediately following the Class A Meeting to be
convened at 16.00 Amsterdam time
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Location:
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by webcast available at www.meetingcenter.io/251402606
in accordance with Dutch Temporary Act COVID-19 Justice and Safety (Tijdelijke wet COVID-19 Justitie en Veiligheid)
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Opening
Introductory Remarks
Approval of 2020 statutory accounts; discharge of Directors
1. To approve the annual statutory accounts of the Yandex N.V. (the
‘‘Company’’) for the 2020 financial year (prepared in accordance with IFRS). (Decision)
2. To discharge the members of the Board of Directors from their liability
towards the Company in respect of the management of the Company during the 2020 financial year. (Decision)
Re-appointment of non-executive directors
3. To re-appoint John Boynton to serve as a non-executive member of
the Board of Directors, for a four-year term. (Decision)
4. To re-appoint Esther Dyson to serve as a non-executive member of
the Board of Directors, for a four-year term. (Decision)
5. To re-appoint Ilya Strebulaev to serve as a non-executive member
of the Board of Directors, for a four-year term. (Decision)
Appointment of non-executive directors
6. To appoint Alexander Moldovan to serve as a non-executive member
of the Board of Directors, for a four-year term. (Decision)
Appointment of Auditor
7. To appoint AO PricewaterhouseCoopers Audit, an independent registered
public accounting firm and the Russian member firm of PricewaterhouseCoopers International Limited, as auditors of the Company’s
consolidated financial statements for the 2021 financial year (to be prepared under U.S. GAAP), and PricewaterhouseCoopers Accountants
N.V, its Dutch affiliate, as external auditors of the Company’s statutory annual accounts for the 2021 financial year (to be prepared
under IFRS). (Decision)
General designations and authorizations of the Board of Directors
8. To designate the Board of Directors as the competent body to issue
from time to time 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 Annual General Meeting. (Decision)
9. 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 Annual General Meeting. (Decision)
10. 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 repurchase.
(Decision)
Other business
Any other business.
*****
Explanatory Notes to the Agenda
Opening
The Chief Operating Officer will look back on 2020, including the
Group’s financial performance.
Approval of 2020 statutory accounts; discharge of Directors
1-2. Approval of 2020 Annual Statutory Accounts of Yandex N.V.;
discharge of the members of the Board of Directors from their liability towards the Company for management during the 2020 financial
year
These agenda items include proposals to adopt the 2020 Statutory Accounts,
as well as to discharge the members of the Board of Directors, in accordance with Dutch law, from liability towards the Company for the
performance of their duties in 2020.
The proposed discharge of the members of the Board of Directors only
covers matters that are known to the Company at the 2021 AGM when the resolution to discharge is adopted. Copies of the 2020 Statutory
Accounts are available for inspection by shareholders at the registered office of the Company, and can also be obtained from Investor
Relations, tel +7 495 739-7000 or by email: askir@yandex-team.ru.
Re-appointment of directors
The Nominating Committee is responsible for, among other things, recommending
to the Board of Directors persons to be nominated for election or re-election
as directors at any General Meeting. The Nominating Committee has two subcommittees.
Subcommittee I consists of one Designated Director (as defined in
our Articles of Association) (Mr. Komissarov), one director with a Russian passport and residency (Mr. Voloshin), and one other Director
(Mr. Boynton). Subcommittee I is responsible for selecting and recommending up to four persons for nomination by the Board for appointment
by the General Meeting (the “Class I Directors”).
The term of Ilya Strebulaev, who currently serves as a Class I Director,
expires at the 2021AGM. Mr. Strebulaev has been a member of the Company’s Board of Directors since 2018. Subcommittee I, as well
as the entire Nominating Committee, has unanimously recommended Mr. Strebulaev for nomination by the Board for re-appointment by the
General Meeting, with the effect that Mr. Strebulaev will continue to serve as a Class I Director.
Subcommittee I, as well as the entire Nominating Committee, has further
unanimously recommended Alexander Moldovan for nomination by the Board for initial appointment by the General Meeting at the 2021 AGM,
with the effect that Mr. Moldovan will serve as a Class I Director.
Following the 2021 AGM, there will continue to be one Class I Director
vacancy. The Nominating Committee and the Board of Directors are continuing to identify appropriate candidates for this seat and expect
to nominate a candidate in due course.
Subcommittee II consists of three directors who are not Class I
Directors: Messrs. Boynton and Rijnja, and Ms. Dyson. Subcommittee II is responsible for selecting and recommending six persons for
nomination by the Board for appointment by the General Meeting (the “Class II Directors”). Subcommittee II, as well as
the entire Nominating Committee, has recommended John Boynton and Esther Dyson, current members of the Board of Directors, for
nomination by the Board for re-appointment by the General Meeting as non-executive members, with the effect that Mr. Boynton and Ms.
Dyson will continue to serve as a Class II directors.
3. Re-appointment of John Boynton as a non-executive member of
the Board of Directors
It is proposed to re-appoint John Boynton as a non-executive member
of the Board of Directors of the Company for a four-year term with effect from June 28, 2021 and running until the annual general meeting
to be held in 2025.
John Boynton has been a non-executive
director since 2000 and was appointed to serve as Chairman of the Board in 2016. He was a founding shareholder of Yandex and has served
the Board in a number of capacities including Chairman of the Corporate Governance Committee, and member of the Compensation, Audit,
and Nominating Committees. He is a member of the National Association of Corporate Directors. In addition to Yandex, he was co-founder
of CompTek and InfiNet Wireless in Russia and has served as a founder, investor and/or board member in a variety of growth companies
in technology, healthcare services, and real estate. His career was shaped by a student trip to the Soviet Union in 1983. He was studying
Russian language at the time, and that trip inspired him to direct his entrepreneurial energy toward Russia after graduating from Harvard
in 1988.
Yandex is pleased to have Mr.
Boynton as a Chairman of the Board of Directors. His professional experience, knowledge of Yandex and its businesses, and exceptional
leadership skills make him an important participant in all the essential processes taking place in the Company.
Mr. Boynton will receive cash and equity compensation in his capacity
as a non-executive director in accordance with the group’s policies for compensation of non-executive directors.
4. Re-appointment of Esther Dyson as a non-executive member of
the Board of Directors
It is proposed to re-appoint Esther Dyson as a non-executive member
of the Board of Directors of the Company for a four-year term with effect from June 28, 2021 and running until the annual general meeting
to be held in 2025.
Esther Dyson has been a
non-executive director at Yandex since 2006. Ms. Dyson is executive founder of Wellville, a US-based 10-year non-profit project to
demonstrate the value of investing in health. Ms. Dyson is an active investor and board member in a variety of IT, healthcare and
aerospace start-ups, and also sits on the board of Luxoft (LXFT -NYSE) and Pressreader, two other IT companies of Russian origin.
She started her career as a fact-checker for Forbes Magazine, and then spent five years as a securities analyst on Wall Street. At
New Court Securities, Ms. Dyson comprised the sell-side research department, and worked on the initial public offering of Federal
Express, among others. At Oppenheimer & Co., she followed the nascent software and personal computer markets. From 1982 to 2004,
as the owner of EDventure Holdings, she edited its newsletter Release 1.0 and ran its annual PC Forum conference, where Yandex CEO
Arkady Volozh spoke in 2005. In addition to Yandex and Luxoft, her Russian interests have included advisory board seats with both
IBS Group and SUP/Live Journal, and investments in the technology companies Epam, Ostrovok, TerraLink, UCMS and Zingaya. She sits on
the boards of 23andMe (genetics) and SWVL (a Cairo-based dynamic transportation company). She was an early investor in Flickr and
del.icio.us (sold to Yahoo!), Medstory and Powerset (sold to Microsoft), Brightmail (sold to Symantec), and Postini (sold to
Google), Meetup (sold to WeWork), and Geometric Intelligence and Jump (sold to Uber), among others. She is the author of
“Release 2.0: A design for living in the digital age” (1997). She earned a B.A. in economics from Harvard
University.
The Board of Directors is grateful
that Ms. Dyson, with her extensive industry experience, knowledge of the Company and deep understanding of its values, is able to continue
to serve on the Board of Directors for the next four years.
Ms. Dyson will receive cash and equity compensation in her capacity
as a non-executive director and in line with the group’s policies for compensation of non-executive directors.
5. Re-appointment of Ilya Strebulaev as a non-executive member
of the Board of Directors
It is proposed to re-appoint Ilya Strebulaev as a non-executive member
of the Board of Directors of the Company for a four-year term with effect from June 28, 2021 and running until the annual general meeting
to be held in 2025.
Mr. Strebulaev has been a non-executive director of Yandex since 2018. Mr. Strebulaev has been
on the faculty at the Graduate School of Business, Stanford University since 2004 and currently is the David S. Lobel Professor of Private
Equity and a tenured Professor of Finance. He has also been a Research Associate at the National Bureau of Economic Research since 2010.
He graduated from the London Business School with a doctorate in Finance. He also holds degrees from Lomonosov Moscow State University
(B.Sc. Economics) and the New Economic School, Moscow (M.A. Economics). In addition to his qualifications in Finance, Mr. Strebulaev
brings to the Board his expertise in the global technology industry, as well as his experience in corporate innovation and leadership.
Mr. Strebulaev has been a member of the Audit Committee since 2018 and was appointed Chairman of the Audit Committee in May 2021.
The Board of Directors is pleased that Mr. Strebulaev is available
to continue to serve as a member of the Board of Directors, as the Company benefits from his exceptional professional experience and
knowledge, and his deep understanding of the global business environment and processes.
Mr. Strebulaev will receive cash and equity compensation in his capacity
as a non-executive director and in line with the group’s policies for compensation of non-executive directors.
6. Appointment of Alexander Moldovan as a non-executive member
of the Board of Directors
It is proposed to appoint Dr. Alexander Moldovan as a non-executive
member of the Board of Directors of the Company for a four-year term with effect from June 28, 2021 and running until the annual general
meeting to be held in 2025.
Dr. Moldovan is Chairman of the Academic Council of the Vinogradov
Institute and a full member of the Russian Academy of Sciences. He is one of the foremost experts on the history and evolution of the
Russian language. His collaborations with Yandex date back more than 20 years when he worked with Arkady Volozh and Ilya Segalovich to
develop the first National Russian Language Corpus on top of our core search platform.
As a member of our Board of Directors, Dr. Moldovan will be
well-positioned to help Yandex develop a variety of projects related to speech and language technologies as well as ESG initiatives
related to inclusivity and adaptation of the Company's products for all audiences, including people with disabilities. Mr.
Moldovan's popularity in scientific circles will help the Company gain access to cutting edge R&D, and of course, Dr. Moldovan's
experience will be useful in Yandex's educational initiatives.
Mr. Moldovan will receive cash and equity compensation in his capacity
as a non-executive director and in line with the group’s policies for compensation of non-executive directors.
Appointment of Auditor
7. Appointment of the external auditor of the Company
In accordance with Dutch law, the external auditor of the Company
is appointed at the AGM. Following a review of the Company’s engagement with its current
auditor, JSC KPMG, and its Dutch affiliate KPMG Accountants N.V., and a competitive tender
process, the Audit Committee has advised the Board of Directors to propose at the AGM the appointment of AO PricewaterhouseCoopers
Audit, an independent registered public accounting firm and the Russian member firm of PricewaterhouseCoopers International Limited,
as auditors of the Company’s consolidated financial statements for the 2021 financial year (to be prepared under U.S. GAAP), and
PricewaterhouseCoopers Accountants N.V, its Dutch affiliate, as external auditors of the Company’s statutory annual accounts for
the 2021 financial year (to be prepared under IFRS). During the three fiscal years ended December
31, 2017 - 2020, and from January 1, 2021 through June 9, 2021, (1) there were no disagreements (as defined in Item 304(a)(1)(iv) of
Regulation S-K) between the Company and KPMG on any matter of accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference thereto
in its report on the Company’s financial statements for such periods, and (2) there were no “reportable events” (as
described in Item 304(a)(1)(v) of Regulation S-K).
General designations and authorizations of the Board of Directors
8-10. General authorization of the Board of Directors to (i) issue
Class A Shares; (ii) exclude pre-emptive rights; and (iii) acquire shares in the Company
The proposals to authorize the Board of Directors (i) to issue Class
A Shares in an amount up to 20% of the issued share capital (excluding Class C Shares) from time to time of the Company, and (ii) to
exclude the pre-emptive rights of shareholders in respect of such issuances are intended to give the Board of Directors flexibility in
financing the Company in the most efficient manner. Furthermore, such authorizations give the Board of Directors flexibility in the context
of acquisitions and mergers.
The proposal to authorize the Board of Directors to repurchase shares
in the capital of the Company, up to a maximum of 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 repurchase, is intended
to, among other things, enable the Company to flexibly manage its capital structure in light of market conditions and the Company’s
financial position.
In the year ended December 31, 2020, we repurchased an aggregate of
4,228,163 Class A shares at an average price $33.86 per share for a total amount of RUB 10,585 million.
In the year ended
December 31, 2019, we repurchased an aggregate of 460,791 Class A
shares at an average price of $41.16 per share, for a total amount of RUB 1,205 million.
Adoption of these proposals at the AGM replaces the current authorizations
of the Board of Directors in respect of these matters, which were granted at the Annual General Meeting of Shareholders on October 29,
2020. These authorizations are a matter of corporate housekeeping in the ordinary course, and the Board of Directors does not have any
specific plans for issuance or repurchases at this time.
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