Существенные факты, касающиеся событий эмитента
Сведения, оказывающие, по мнению эмитента, существенное влияния на стоимость его эмиссионных ценных бумаг
1. Общие сведения
1.1. Полное фирменное наименование эмитента (для некоммерческой организации – наименование) Публичная компания с ограниченной ответственностью Яндекс Н.В. (Public Limited Liability Company Yandex N.V.)
1.2. Сокращенное фирменное наименование эмитента Яндекс Н.В. (Yandex N.V.)
1.3. Место нахождения эмитента Бульвар Схипхол 165, 1118БГ Схипхол, Нидерланды (Schiphol Boulevard 165, 1118 BG Schiphol, the Netherlands)
1.4. Регистрационный номер эмитента 27265167
1.5. Номер налогоплательщика эмитента NL. 8134.22.474
1.6. Уникальный код эмитента, присвоенный регистрирующим органом Не применимо
1.7. Адрес страницы в сети Интернет, используемой эмитентом для раскрытия информации http://company.yandex.ru/
http://www.e-disclosure.ru/portal/company.aspx?id=34514
2. Содержание сообщения
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
June 30, 2023
YANDEX N.V.
Schiphol Boulevard 165
1118 BG, Schiphol, the Netherlands.
Tel: +31 202 066 970
(Address, Including ZIP Code, and Telephone Number,
Including Area Code, of Registrant’s Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ?? Form 40-F ?
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ?
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ?
________________________________________
Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release dated June 30, 2023, announcing the results of the matters proposed at the Company’s 2023 Annual General Meeting of Shareholders and a meeting of holders of the Company’s Class A ordinary shares.
________________________________________
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
YANDEX N.V.
Date: June 30, 2023 By: /S/ SVETLANA DEMYASHKEVICH
Svetlana Demyashkevich
Chief Financial Officer
________________________________________
INDEX TO EXHIBITS
99.1 Press release announcing the results of the matters proposed at the Company’s 2023 Annual General Meeting of Shareholders and a meeting of holders of the Company’s Class A ordinary shares, dated June 30, 2023.
________________________________________
Exhibit 99.1
YANDEX ANNOUNCES RESULTS OF MEETING OF HOLDERS OF CLASS A ORDINARY SHARES AND 2023 ANNUAL GENERAL MEETING OF SHAREHOLDERS
MOSCOW, the Russian Federation, and AMSTERDAM, the Netherlands — June 30, 2023 — Yandex N.V. (NASDAQ: YNDX) (the “Company”), the Dutch parent company of the Yandex Group, today announced that all resolutions proposed at the Meeting of Holders of Class A Ordinary Shares (the “Class A Meeting”) and the 2023 Annual General Meeting of Shareholders of the Company (the “AGM”), both held on Friday, June 30, 2023, have been approved.
The Company also announced one re-appointment to its Board of Directors. Alexei Yakovitsky was re-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 Class A Meeting and the AGM was 325,877,318, with a total of 325,877,318 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.
Meeting of Holders of Class A Ordinary Shares
Proposal One — Merger of Yandex N.V. and Yandex Media Services B.V.
The below are the results regarding the proposal 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 Media Services B.V. (disappearing company) in accordance with Merger Proposal 1:
Number of Votes Number of Votes Number of Votes
For Against Abstained
57,960,929 42,091 91,585
Proposal Two — Merger of Yandex N.V. and Yandex.Classifieds Holding B.V.
The below are the results regarding the proposal 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.Classifieds Holding B.V. (disappearing company) in accordance with Merger Proposal 2:
Number of Votes Number of Votes Number of Votes
For Against Abstained
57,960,421 42,245 91,939
Proposal Three — Merger of Yandex N.V. and MLU B.V.
The below are the results regarding the proposal 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 MLU B.V. (disappearing company) in accordance with Merger Proposal 3:
Number of Votes Number of Votes Number of Votes
For Against Abstained
57,960,102 41,642 92,861
Proposal Four — Merger of Yandex N.V. and Foodtech & Delivery Ops B.V.
The below are the results regarding the proposal 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 Foodtech & Delivery Ops B.V. (disappearing company) in accordance with Merger Proposal 4:
Number of Votes Number of Votes Number of Votes
For Against Abstained
57,961,928 42,056 90,621
Yandex’s 2023 Annual General Meeting of Shareholders
Proposal One — Discharge of Directors
The below are the results regarding the proposal 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 2022 financial year:
Number of Votes Number of Votes Number of Votes
For Against Abstained
405,269,237 4,193,533 742,275
Proposal Two — Re-appointment of Alexei Yakovitsky
The below are the results regarding the proposal to accept the binding nomination by the holder of the Priority Share, nominated in accordance with Article 12 of the current Articles of Association of the Company, of Alexei Yakovitsky to be re-appointed as a non-executive member of the Board of Directors for a four-year term running from the close of the AGM:
Number of Votes Number of Votes Number of Votes
For Against Abstained
388,348,078 18,252,247 3,604,720
Proposals Three and Four — Appointment of Auditors
The below are the results regarding the proposal to appoint “Technologies of Trust – Audit” JSC, an independent registered public accounting firm, as an auditor of the Company’s consolidated financial statements for the 2023 financial year (to be prepared under U.S. GAAP):
Number of Votes Number of Votes Number of Votes
For Against Abstained
409,923,408 63,130 218,507
The below are the results regarding the proposal to appoint Reanda Audit & Assurance B.V., an independent registered public accounting firm, as an auditor of the Company’s consolidated financial statements and statutory accounts for the 2023 financial year (to be prepared under IFRS):
Number of Votes Number of Votes Number of Votes
For Against Abstained
409,929,278 50,054 225,713
Proposals Five, Six and Seven — 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 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 Number of Votes Number of Votes
For Against Abstained
384,446,635 25,640,984 117,426
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 AGM Date:
Number of Votes Number of Votes Number of Votes
For Against Abstained
374,471,846 35,495,679 237,520
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 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:
Number of Votes Number of Votes Number of Votes
For Against Abstained
392,373,922 17,573,373 257,750
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.com
Press Office
Daria Gerasimova
Phone: +7 495 739-70-00
E-mail: pr@yandex-team.ru
About Yandex N.V.
Yandex (NASDAQ: YNDX) is a technology company registered in the Netherlands 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 30 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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3. Подпись
3.1. Наименование должности
уполномоченного лица эмитента: Уполномоченный представитель (подпись) И.О. Фамилия: А.A. де Куба
3.2. Дата “30” июня 2023 г.