Yandex N.V. announces successful initial closing of the divestment of its Russia-based businesses

Yandex N.V. Yandex N.V. announces successful initial closing of the divestment of its Russia-based businesses 17-May-2024 / 15:00 MSK The issuer is solely responsible for the content of this announcement. Yandex N.V. announces successful initial closing of the divestment of its Russia-based businesses

Amsterdam, the Netherlands, May 17, 2024 — As previously announced, Yandex N.V., the Dutch parent company of the Yandex group (“YNV”), entered into a definitive agreement on February 4, 2024 with a purchaser consortium (the “Purchaser”) to sell all of the group's businesses in Russia and certain international markets (the “Target”) at a valuation of RUB 475 billion (approximately $5.2 billion), subject to adjustments, and payable in a combination of cash and Class A shares of YNV.

We are pleased to announce that the initial closing of the transaction has occurred in accordance with the terms described in YNV’s shareholder circular dated February 8, 2024. At this first closing, YNV has sold approximately 68% of the Target. Following such closing and the earlier cash sale of a 3.7% stake in the Target to a subsidiary of the Target for use under its equity incentive program, YNV now holds a remaining minority interest of approximately 28%. In the coming days we intend to publish pro forma financial information for YNV and the retained businesses, giving effect to the divestment.

We expect the second and final closing to occur within seven weeks after the first closing (in the first half of July), at which time YNV will sell its remaining interest in the Target. The consideration at the second closing will be paid in a combination of up to 108 million Class A shares of YNV, with the balance (if any) to be paid in Chinese Yuan outside Russia. Following the second closing, Yandex N.V. will have no interest in the Russian businesses.

In addition, an amendment of our articles of association that was approved by our shareholders in March became effective at the first closing. This amendment significantly simplifies our corporate governance and capital structure – in particular, by eliminating the “priority share” previously held by the Public Interest Foundation, as well as the related rights of that Foundation to appoint two members of our board. Further, four Russian members of our Board have resigned with effect from the first closing. The current members of our Board of Directors are John Boynton (Chairman), Rogier Rijnja and Charles Ryan. We anticipate that the remaining Board members will propose additional executive and non-executive directors with appropriate international business and technology experience for election to our Board in due course.