OREANDA-NEWS. September 24, 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.”