Yandex NV

16/08/2024 | Press release | Distributed by Public on 16/08/2024 10:20

Nebius Group N.V. announces results of its Annual General meeting Form 6 K

Nebius Group N.V. announces results of its Annual General meeting

AMSTERDAM, the Netherlands - August 16, 2024 - Nebius Group N.V. (formerly known as Yandex N.V.) (NASDAQ: YNDX, to be changed to NBIS) (the "Company"), the Dutch parent company of the Nebius Group, today announced that all resolutions proposed at the Annual General Meeting of Shareholders of the Company (the "AGM"), held on August 15, 2024, have been approved. The Company is also pleased to announce that the legal name of the Company is now Nebius Group N.V.

The total number of Class A shares eligible to vote at the AGM was 163,297,882, with a total of 163,297,882 voting rights; the total number of Class B shares eligible to vote at the AGM was 35,698,674, with a total of 356,986,740 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.

Results of the AGM

Below are the results of each proposal presented to the AGM:

Extension of term to prepare 2023 Accounts

Number of Votes
For
Number of Votes
Against
Number of Votes
Abstained
387,208,792 151,729 124,556

Adoption of the 2023 Accounts

Number of Votes
For
Number of Votes
Against
Number of Votes
Abstained
386,706,734 139,898 638,445

Discharge of the Board for liabilities to the Company

Number of Votes
For
Number of Votes
Against
Number of Votes
Abstained
386,603,543 236,732 644,802

Appointment of Arkady Volozh as an Executive Director

Number of Votes
For
Number of Votes
Against
Number of Votes
Abstained
384,493,403 2,821,969 169,705

Appointment of Ophir Nave as an Executive Director

Number of Votes
For
Number of Votes
Against
Number of Votes
Abstained
384,219,644 2,053,507 1,211,926

Appointment of Elena Bunina as a Non-Executive Director

Number of Votes
For
Number of Votes
Against
Number of Votes
Abstained
378,428,999 8,906,034 150,044

Appointment of Esther Dyson as a Non-Executive Director

Number of Votes
For
Number of Votes
Against
Number of Votes
Abstained
378,148,356 8,851,898 484,823

Appointment of Kira Radinsky as a Non-Executive Director

Number of Votes
For
Number of Votes
Against
Number of Votes
Abstained
385,725,783 201,151 1,558,143

Amendment of the terms of the continuing Directors

Number of Votes
For
Number of Votes
Against
Number of Votes
Abstained
387,167,843 165,173 152,061

Approval of remuneration of the continuing Directors

Number of Votes
For
Number of Votes
Against
Number of Votes
Abstained
371,305,569 14,620,218 1,559,290

Amendment of Articles regarding change of Company name

Number of Votes
For
Number of Votes
Against
Number of Votes
Abstained
387,247,802 111,693 125,582

Amendment of the Equity Incentive Plan

Number of Votes
For
Number of Votes
Against
Number of Votes
Abstained
374,104,589 12,162,560 1,217,928

Appointment of Auditors

Number of Votes
For
Number of Votes
Against
Number of Votes
Abstained
387,230,699 126,535 127,843

2

Authorization of the Board of Directors to repurchase Class A shares

Number of Votes
For
Number of Votes
Against
Number of Votes
Abstained
374,943,290 12,421,461 120,326

Designation of 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 AGM Date:

Number of Votes
For
Number of Votes
Against
Number of Votes
Abstained
373,160,962 14,193,036 131,079

Designation of 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 AGM Date:

Number of Votes
For
Number of Votes
Against
Number of Votes
Abstained
368,249,339 19,105,944 129,794

Authorization of the Board of Directors to cancel certain Class A Shares, the number of which to be determined by the Board of Directors:

Number of Votes
For
Number of Votes
Against
Number of Votes
Abstained
387,197,210 152,807 135,060

***

For further information, please visit http://nebius.group or contact:

Nebius Group N.V.

Investor Relations
[email protected]

Media Relations
[email protected]

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