September 23, 2009
Amsterdam. September 23, 2009. Yandex N.V., owner of 100% of the Russian Yandex, issues a Priority Share in the name of the OJSC “Savings Bank of the Russian Federation” (“Sberbank”). Shareholders made this decision with the objective of strengthening the control over the company’s ownership structure and providing transparency into changes in ownership as part of the preparation for a potential IPO.
The key right vested in the Priority Share is to veto accumulation of stakes in Yandex N.V. in excess of 25% by a single entity or a group of related parties. The Priority Share does not give any rights to influence operating decisions nor entitle its holder to a seat on the Board of Directors. Transfer of the Priority Share requires the approval of the Board of Directors of Yandex N.V. The purpose of the Priority Share structure is to preserve the company’s operating principles and to avoid the dominance of any single group of investors. The Priority Share has been purchased by Sberbank at its nominal par value of €1 and does not imply any financial interest by Sberbank.
“In our search for the holder of the Priority Share we had three criteria in mind: the entity had to be government-controlled, public and without any conflicts of interest in the internet or media”, says Elena Ivashentseva, Partner at Baring Vostok Capital Partners and a member of the Board of Directors of Yandex N.V. “Sberbank most fully corresponds to these criteria. Equally important for us in our choice of the holder of the priority share was the fact that Sberbank is one of the leaders in corporate governance having a highly respectable and professional management team under the leadership of Herman Gref. We are pleased that Sberbank has accepted this responsibility.”
“For 10 years we have successfully developed the company as a major resource in the Russian Internet. A significant element of this progress has been a balanced shareholding where no one individual or group had a controlling stake,” says Arkady Volozh, CEO of Yandex. “The Priority Share provides us a fully transparent mechanism to attract both Russian and foreign investments, while assuring that the operating principles of the founders are preserved. As an innovative company, we are pleased that we can now accommodate the economic interests of investors without disruption of day-to-day operating decisions.”
Appendix
In 2008, the shareholders established a two-tiered ownership structure with two classes of shares: “Class A” shares with one vote per share and “Class B” shares with 10 votes per share. With the implementation of this structure, all existing shareholders became holders of Class B shares. When such shares are transferred to new holders, they automatically convert into Class A shares. Currently, the authorized capital of the company is over 300 million shares with more than 270 million Class B shares, almost 30 million Class A shares and the single Priority Share, as a separate class of shares.
Ownership structure of Yandex N.V.: http://company.yandex.com/financial_information/capital.xml
Sberbank (Savings Bank of the Russian Federation) is the largest Bank in Russia, Central and Eastern Europe, with about 30% of the total assets of the Russian banking system and around 260 000 employees. The Central Bank of the Russian Federation is the founder and the majority shareholder of Sberbank (over 60% of the voting shares), with the rest of the shares dispersed among more than 200 thousand individuals and legal entities. The Bank has the most ramified branch network in Russia: 17 Regional Head Offices, over 20 thousand branches and banking outlets, as well as subsidiaries in Kazakhstan and Ukraine. The Bank holds the General License No. 1481, issued by the Central Bank of the Russian Federation. www.sberbank.ru.
Yandex N.V. is a Dutch company controlling 100% of the Russian OOO Yandex. About 30% of Yandex N.V. (including employee stock options) is owned by managers and employees of OOO Yandex, about 60% belongs to institutional financial investors and 10% - to private investors and former employees. Yandex is the largest Russian internet portal. Yandex’s daily audience exceeds 12 million people from Russia, Ukraine and other countries. Yandex’s mission is to answer questions.
