yndx_Amended

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

Amendment No. 1

 

 

 

(Mark One)

 

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2018

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to            

OR

SHELL COMPANY PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report                   

 

Commission file number: 001-35173

YANDEX N.V.

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name in English)

The Netherlands

(Jurisdiction of incorporation or organization)

Schiphol Boulevard 165

Schiphol P7 1118 BG, The Netherlands

(Address of principal executive offices)


Arkady Volozh, Chief Executive Officer

Schiphol Boulevard 165

Schiphol 1118 BG, The Netherlands

Telephone: +31 20-206-6970

Facsimile: +31 20-446-6372

Email: askIR@yandex-team.ru

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)


Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class

 

Name of each exchange on which registered

Class A Ordinary Shares

 

NASDAQ Global Select Market

 

Securities registered or to be registered pursuant to Section 12(g) of the Act.  None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. Class A Ordinary Shares

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report.(1)

Title of each class

 

Number of shares outstanding

Class A

 

286,848,365

Class B

 

37,878,658

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒  No ☐

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐  No ☒

Note—checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 

 

 

Large accelerated filer 

Accelerated filer 

Non-accelerated filer 

Emerging growth company 

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

 

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark which basis of accounting the registrant has used to prepared the financial statements included in this filing:

U.S. GAAP ☒

International Financial Reporting Standards ☐
as issued by the International Accounting
Standards Board

Other ☐

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐  Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No ☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN

BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐  No ☐


(1) In addition, we had 5,589,290 Class A shares held in treasury and nil Class C shares issued and fully paid as of December 31, 2018. Our Class C shares are issued from time to time solely for technical purposes, to facilitate the conversion of our Class B shares into Class A shares. They are held by a Conversion Foundation managed by members of our Board of Directors. For the limited period of time during which any Class C shares are outstanding, they will be voted in the same proportion as votes cast by holders of our Class A and Class B shares, so as not to influence the outcome of any vote.

 

 

 

Explanatory Note

This Amendment No. 1 on Form 20-F to the Annual Report on Form 20-F for the fiscal year ended December 31, 2018 originally filed with the Securities and Exchange Commission (the “Commission”) on April 19, 2019 (“2018 Form 20-F”), is being filed solely for the purposes of filing the (i) Shareholders Agreement dated as of April 27, 2018 among PJSC “Sberbank of Russia”, Sberbank Nominee, Yandex N.V., Stichting Yandex Market Equity Incentive and Yandex Market B.V. and (ii) Agreement for Sale and Purchase of Future Thing dated November 27, 2018 by and between Limited Liability Company NAPA and Limited Liability Company Yandex (Translation), and restating the Exhibit Index accordingly.  Both agreements were previously filed with the 2018 Form 20-F but are being refiled in connection with the Commission’s newly adopted rules regarding confidential treatment requests.

 

Other than as expressly set forth above, this Form 20-F does not, and does not purport to, amend, update or restate the information in the 2018 Form 20-F, or reflect any events that have occurred since the 2018 Form 20-F was originally filed.

 

 

 

 

 

 

Item 19.  Exhibits.

 

Exhibit
Number

    

Description of Document

1.1

 

Amended Articles of Association of the Company, amended as of June 1, 2016

(incorporated by reference to Exhibit 1.1 of our Annual Report on Form 20-F (file no. 001-35173) filed with the Securities and Exchange Commission on March 27, 2018) 

4.2*

 

Contribution Agreement dated as of July 13, 2017 among MLU B.V., Yandex N.V., Stichting Yandex Equity Incentive and Uber International C.V. (incorporated by reference to Exhibit 4.2 of our Annual Report on Form 20-F (file no. 001-35173) filed with the Securities and Exchange Commission on March 27, 2018)

4.3*

 

Shareholders Agreement in relation to MLU B.V. dated as of February 7, 2018 among Yandex N.V., Uber International C.V. and Stichting MLU Equity Incentive and MLU B.V. (incorporated by reference to Exhibit 4.3 of our Annual Report on Form 20-F (file no. 001-35173) filed with the Securities and Exchange Commission on March 27, 2018)

4.4*

 

Subscription Agreement dated as of 12 December 2017 among Yandex N.V., PJSC "Sberbank of Russia" and Yandex Market B.V. (incorporated by reference to Exhibit 4.4 of our Annual Report on Form 20-F (file no. 001-35173) filed with the Securities and Exchange Commission on March 27, 2018)

4.5*

 

4.6*

 

Shareholders Agreement dated as of April 27, 2018 among PJSC "Sberbank of Russia", Sberbank Nominee, Yandex N.V., Stichting Yandex Market Equity Incentive and Yandex Market B.V. 

Amendment Deed to Contribution Agreement dated 31 January 2017 among MLU B.V., Yandex N.V., Stichting Yandex Equity Incentive and Uber International C.V. (incorporated by reference to Exhibit 4.6 of our Annual Report on Form 20-F (file no. 001-35173) filed with the Securities and Exchange Commission on March 27, 2018)

7.1

 

Amended and Restated Shareholders Agreement (incorporated by reference to Exhibit 10.1 from our Registration Statement on Form F‑1 (file no. 333‑173766) filed with the Securities and Exchange Commission on April 28, 2011)

7.2

 

 

 

 

Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 10.2 from our Registration Statement on Form F‑1 (file no. 333‑173766) filed with the Securities and Exchange Commission on April 28, 2011)

7.3*

Agreement for Sale and Purchase of Future Thing dated November 27, 2018 by and between Limited Liability Company NAPA and Limited Liability Company YANDEX (Translation)

8.1

 

Principal Subsidiaries (incorporated by reference to Exhibit 8.1 from our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 19, 2019) 

12.1

Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002

12.2

Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002

13.1

Certification by Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002

15.1

 

Consent of JSC KPMG, Independent Registered Public Accounting Firm (incorporated by reference to Exhibit 15.1 from our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 19, 2019)

15.2

 

Consent of AO Deloitte & Touche CIS, Independent Registered Public Accounting Firm. (incorporated by reference to Exhibit 15.2 from our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 19, 2019)

101

 

The following financial information formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets as of December 31, 2017 and 2018, (ii) Consolidated Statements of Income for the Years Ended December 31, 2016, 2017 and 2018, (iii) Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2016, 2017 and 2018, (iv) Consolidated Statements of Cash Flows for the Years Ended December 31, 2016, 2017 and 2018, (v) Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2016, 2017 and 2018, and (vi) Notes to Consolidated Financial Statements


*Confidential treatment requested as to certain portions, which portions have been omitted and filed separately with the Securities and Exchange Commission

†     Filed herewith

 

 

 

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20‑F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

Greg Abovsky

 

 

 

 

 

YANDEX N.V.

 

By:

/s/ Greg Abovsky

 

 

 

 

 

 

 

 

 

Name:

Greg Abovsky

 

 

Title:

 

Chief Financial Officer

and Chief Operating Officer

 

Date: September 3, 2019

 

 

 

yndx_Ex12_1

Exhibit 12.1

 

Certification by the Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Arkady Volozh, certify that:

 

1. I have reviewed this annual report on Form 20-F of Yandex N.V. (the “Company”);

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

 

4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

 

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

 

Date: September 3,  2019

 

 

 

 

 

By:

/S/ ARKADY VOLOZH

 

 

Name:

Arkady Volozh

 

 

Title:

Chief Executive Officer

 

 

 

yndx_Ex12_2

Exhibit 12.2

 

Certification by the Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Greg Abovsky, certify that:

 

1. I have reviewed this annual report on Form 20-F of Yandex N.V. (the “Company”);

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

 

4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

 

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

 

Date: September 3, 2019

 

 

 

 

 

By:

/S/ GREG ABOVSKY

 

 

Name:

Greg Abovsky

 

 

Title:

Chief Operating Officer /  Chief Financial Officer

 

 

yndx_Ex13_1

Exhibit 13.1

 

Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

In connection with the Annual Report on Form 20-F of Yandex N.V. (the “Company”) for the year ended December 31, 2018, as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Arkady Volozh, as Chief Executive Officer of the Company, and Greg Abovsky, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

 

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: September 3,  2019

 

 

 

 

 

By:

/s/ Arkady Volozh

 

 

Name:

Arkady Volozh

 

 

Title:

Chief Executive Officer

 

 

 

 

By:

/s/ Greg Abovsky

 

 

Name:

Greg Abovsky

 

 

Title: 

Chief Operating Officer / Chief Financial Officer

 

 

yndx_Ex4_5

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

 

 

Exhibit 4.5

 

 

Dated ___ April 2018

PJSC “SBERBANK OF RUSSIA”

and

“DIGITAL ASSETS” LIMITED

and

YANDEX N.V.

and

STICHTING YANDEX.MARKET EQUITY INCENTIVE

and

YANDEX.MARKET B.V.

SHAREHOLDERS’ AGREEMENT

relating to YANDEX.MARKET B.V.

 

Linklaters

 

Linklaters CIS
Paveletskaya sq. 2, bld. 2

Moscow 115054

 

Telephone: (+7) 495 797 9797

 

Facsimile: (+7) 495 797 9798

 

Ref. L-263619

 

 

 

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

 

Table of Contents

ClausePage

Interpretation2

Purpose of joint venture15 

Conduct and development of the Business16 

Related Party Transactions. Group Company claims16 

Contracts with YNV and Sberbank17 

Budgets, Business Plans and financial information26 

Powers and duties of the Board of Directors30 

Board Reserved Matters30 

Appointment of Directors31 

Replacement and removal of Directors34 

Chair35 

Director remuneration35 

Board meetings35 

Committees of Directors37 

Management Team. Corporate secretary37 

Meetings of Shareholders38 

Shareholder Reserved Matters39 

Private Placement40 

Stichting matters41 

Distributions42 

Additional finance for the Company42 

Transfers44 

Default49 

Deadlock49 

Terms and consequences of transfers of Shares50 

IPO53 

Duration, termination and survival54 

Expansion of Joint Venture56 

Restrictions58 

Confidentiality63 

General67 

25.7)75 

 

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

Shareholders’ Agreement

This Agreement is made on ___ April 2018 between:

(1)

Sberbank of Russia, a public joint stock company incorporated under the laws of the Russian Federation whose registered office is at 19 Vavilova St., 117997 Moscow, Russia and registered with the Unified State Register of Legal Entities under number 1027700132195 (“Sberbank”);

(2)

«Digital assets» Limited, a limited liability company incorporated under the laws of the Russian Federation whose registered office is at 19 Vavilova St., 117997 Moscow, Russia and registered with the Unified State Register of Legal Entities under number 5157746082160 (“Sberbank Nominee”);

(3)

Yandex N.V., a public limited liability company incorporated under the laws of the Netherlands (naamloze vennootschap met beperkte aansprakelijkheid), having its official seat (statutaire zetel) in Amsterdam, the Netherlands, and its office at Schiphol Boulevard 165, 1118BG Schiphol, the Netherlands, registered with the Dutch Trade Register of the Chambers of Commerce under number 27265167 (“YNV”);

(4)

Stichting Yandex.Market Equity Incentive, a foundation incorporated under the laws of the Netherlands, having its registered office in Schiphol Boulevard 165, 1118 BG Schiphol, the Netherlands, registered with the trade register of the Chamber of Commerce under number 71530975 (“Stichting”); and

(5)

Yandex.Market B.V.,  a private company with limited liability incorporated under the laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid), having its official seat (statutaire zetel) in Amsterdam, the Netherlands, and its office at Schiphol Boulevard 165, 1118BG Schiphol, the Netherlands, registered with the Dutch Trade Register of the Chambers of Commerce under number 66115582 (the “Company”),

(each a “Party” and together the “Parties”).

Recitals:

(A)

Sberbank Nominee has subscribed for a stake in the issued share capital of the Company in order to carry on the Business (as defined below) together with YNV for mutual profit on the terms set out in a separate agreement between Sberbank, the Company and YNV executed on 12 December 2017 (the “Subscription Agreement”).

(B)

Sberbank, YNV and the Company have agreed that Shares representing [***]. of the issued share capital of the Company (on a fully diluted basis) have been issued to Stichting in order to incentivise certain employees of the Group in accordance with the terms of this Agreement and the Incentive Programme.

(C)

In consideration of the mutual undertakings set out in this Agreement and other Transaction Documents, the Shareholders have agreed to hold their Shares and to regulate their respective rights in the Company on the terms and conditions of this Agreement.

It is agreed as follows:

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

PART A – INTERPRETATION

1

Interpretation

In this Agreement, unless the context otherwise requires, the provisions in this Clause ‎1 apply:

1.1

Definitions

“[***]” has the meaning set out in the Subscription Agreement;

AA Dispute” has the meaning set out it in Clause ‎5.3;

Acceptance Notice” has the meaning set out it in Clause ‎22.4.3(i)(a);

Additional Investor” has the meaning set out in Clause ‎18.1;

Additional Securities” has the meaning set out in Clause ‎21.1.1(i);

"Advertising" means advertising materials, content, files and/or any other information intended to promote any goods, offers, products, services, information, in any form;

Advertising Code’’ means a software module intended for the display of the Advertising on the Advertising Inventories;

Advertising Inventories” means Internet resources (including sites and mobile applications) on which the Advertising Code is installed and the Advertising are placed;

Advertising Network” means a technological platform that combines various Advertising Inventories;

Third-Party Advertising Network Provider” has the meaning set out in Clause ‎5.8.3;

Affiliate” means, in relation to any person, any other person directly or indirectly Controlling, Controlled by or under common Control with, such person, provided that, for the purposes of this Agreement, the Central Bank of the Russian Federation shall not be deemed to be an Affiliate of Sberbank (and vice versa);

Agreed Form” means, in relation to a document, such document in the terms agreed between the Principals and signed for identification by or on behalf of the Principals;

Agreement” means this agreement as modified, amended or replaced from time to time;

Alice” means the AI Personal Assistant developed by YNV or its Affiliates;

[***]

[***]

Ancillary Agreements” means the Sberbank Ancillary Agreements and the YNV Ancillary Agreements;

Appointed Director” means any Sberbank Director or any YNV Director as the context may require;

Appointing Shareholder” has the meaning set out in Clause ‎9.2.2;

Appointment Dispute” has the meaning set out in Clause ‎9.2.3;

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

Articles” means the articles of association (statuten) of the Company from time to time;

Auditors” means KPMG (or its Dutch and/or Russian affiliate(s)) or such other Big Four Firm which is appointed as auditor of the Group from time to time;

Big Four Firm” means any “big four” accounting firm (Deloitte Touche Tohmatsu, EY, KPMG, PricewaterhouseCoopers, or any successor in title to any of their respective valuation businesses);

Board” means the board of directors of the Company;

Board Reserved Matters” has the meaning set out in Clause ‎8.1;

Board Super Majority” has the meaning set out in Clause ‎8.1;

[***]

[***]

Budget” means the budget for the Group approved or amended from time to time by the Board, being initially the document, in the Agreed Form and marked “Budget”;

Business” has the meaning set out in Clause ‎2;

Business Day” means a day which is not a Saturday, a Sunday or a public holiday in Moscow, the Russian Federation or Amsterdam, the Netherlands;

Business Plan” means the Initial Business Plan or any Subsequent Business Plan;

CEO” means the chief executive officer (general director) of the Russian OpCo from time to time, the first such person (following the date of this Agreement) being Maxim Grishakov;

CEO Notice” has the meaning set out in Clause ‎9.2.2(i);

CEO Qualified IPO” means a fully underwritten IPO where: (i) the valuation of the Group (for 100 per cent. of equity) is not less than [***] (ii) at least [***] of the share capital of the Group (post-offering) is to be offered via such IPO, and (iii) [***];

CFO” means the chief financial officer of the Russian OpCo from time to time, the first such person (following the date of this Agreement) being Alexander Balakhnin;

Chair” means the Chairman of the Board from time to time;

Closing” has the meaning set out in the Subscription Agreement;

Company Advertising” means advertising materials in any form intended to advertise any of the Company Services and/or the Company Resources, or their individual elements;

Company Data” means the data set out in (i) para. 2 of Schedule 1 to the Sberbank Data Sharing Agreement and (ii) para. 1.2 of Schedule 1 to the YNV Data Sharing Agreement;

Company Resources” means the Advertising Inventories, as well as any other digital and/or offline inventory owned by the Company and/or its Subsidiaries and used to provide the Company Services;

Company Service” means any of the services offered by the Company and/or its Subsidiaries to Internet users, partners, customers and/or clients (for the avoidance of doubt, including vendors and purchasers);

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

Company Web Counter” has the meaning set out in Clause ‎5.9.2(iii);

Conducting Shareholder” has the meaning set out it in Clause ‎5.3.1;

Confidential Information” has the meaning set out in Clause ‎30.2;

Consenting Shareholder” has the meaning set out in Clause ‎9.2.2;

Control” means, in relation to a person, where a person (or Persons Acting In Concert) has direct or indirect control, whether exercised or not, (1) of the affairs of that person, or (2) over more than 50 per cent. of the total voting rights conferred by all the issued shares in the capital of that person which are ordinarily exercisable in general meeting or (3) of a majority of the board of directors of that person (in each case whether pursuant to relevant constitutional documents, contract or otherwise) and "Controlling" and “Controlled” shall be construed accordingly;

Core Business” means [***];  

Core Business Commencement” means, in respect of a jurisdiction where the Core Business is to be commenced pursuant to the relevant approval of the Board, satisfaction of all the following conditions in relation to operation of the Core Business:

(i)

[***]

(ii)

[***]

(a)

[***]

(b)

[***]

CPA” means the cost per acquisition (action) model, i.e. a model for online advertising or promotion services where the advertiser pays for a specified action, including a sale or a form submit (e.g., contact request, newsletter sign up, registration etc.);

CTO” means the chief executive officer (general director) of Market.Lab from time to time, the first such person (following the date of this Agreement) being Alexey Shevenkov;

Deadlock Appointees” has the meaning set in Clause ‎24.2.1;

Deadlock Matter” has the meaning set out in Clause ‎24.1.3;

Deed of Adherence” means a deed substantially in the form set out in ‎Schedule 1;

Defaulting Shareholder” has the meaning set out in Clause ‎23;

Director” means any director (besturder) of the Company appointed by a Shareholder in accordance with the terms of this Agreement and the Articles;

Dispute” has the meaning set out in Clause ‎31.1.1;

Dissenting Shareholder” has the meaning set out in Clause ‎26.3;

Dividend Policy” means the dividend policy of the Group, in the Agreed Form;

DR” means a depositary receipt (certificaten van aandelen) that may be issued by Stichting in respect of the Stichting Shares, each representing [***]

Drag-along Exit” has the meaning set out in Clause ‎22.4.4(i);

Drag-along Notice” has the meaning set out in Clause ‎22.4.4(i);

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

Drag-along Shares” has the meaning set out in Clause ‎22.4.4(i);

Dragged Shareholder” has the meaning set out in Clause ‎22.4.4(i);

Dragging Shareholder” has the meaning set out in Clause ‎22.4.4(i);

Encumbrance” means any claim, charge, mortgage, lien, option, equitable right, power of sale, pledge, hypothecation, retention of title, right of pre-emption, right of first refusal, usufruct, attachment (beslag) or other third party right or security interest of any kind or an agreement, arrangement or obligation to create any of the foregoing;

End Date” has the meaning set out in Clause ‎22.4.3(i)(a);

Excess Additional Securities” has the meaning set out in Clause ‎21.1.1(i);

Exclusivity Period” means, in respect of any Principal, the period from the date of this Agreement until [***]

Exclusivity Territory” means:

(iii)

[***]

(iv)

[***]

(c)

[***]

(d)

[***]

Existing Operations” has the meaning set out in Clause ‎28.2.4;

Financial Services Provider” means any provider of payment and/or financial services (excluding, for the avoidance of doubt, Sberbank and any of its Affiliates), [***] 

Financial Year” means a financial year of the Group commencing (other than in the case of its initial financial period) on 1 January and ending on 31 December or on such other dates as the Board may resolve as a Board Reserved Matter in accordance with this Agreement and the Articles;

FinServices Experiment” has the meaning set out in Clause ‎5.2.1;

Group” means the Company, the Russian OpCo, Market Lab and any other Group Companies from time to time;

Group Companies” means the Company, the Russian OpCo, Market Lab and their subsidiaries from time to time, and “Group Company” means any one of them;

IFRS Accounts” means the consolidated accounts of the Group to be prepared by the Company in accordance with Clauses ‎6.2.1(ii),  ‎6.2.1(iv) and ‎6.2.1(vi);  

IFRS Costs” means any direct incremental costs of the Group (including the relevant allocation of internal staff time) in relation to preparation of the IFRS Accounts as required by, and pursuant to, the deadlines set out in Clause ‎6.2.3;

Incentive Programme” means the equity incentive programme (including the relevant eligibility criteria, applicable good and bad leaver provisions and vesting criteria settlement terms) under which certain employees of the Group are eligible to acquire DRs (subject to the applicable terms and conditions), in the Agreed Form;

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

Independent Director” means a reputable professional with knowledge and experience in Business and board experience who:

(v)

is not related to or affiliated with any Shareholder or the Group, whether by way of employment (whether current or former), directorship, shareholding (save for holding no more than 1 per cent. of shares) or otherwise, unless each other member of the Board confirms that in his/her reasonable opinion such relation or affiliation with any Shareholder or the Group would not affect such professional’s independence from each of Shareholders and the Group;

(vi)

shall declare himself/herself free from any conflict of interests relevant in such professional’s capacity as a Director independent from each of the Shareholders and the Group, including any relation or affiliation with any Shareholder or the Group referred to in sub-paragraph (i) of this definition; and

(vii)

shall not, in the reasonable opinion of each other member of the Board, have any conflict of interests that would affect such professional’s independence from each of the Group and any Shareholder;

Initial Business Plan” means the [***] strategic business plan for the Group in relation to the period from Closing until [***], as set out in Schedule 5;

Initiating Shareholder” has the meaning set out in Clause ‎26.1;

Intellectual Property Rights” means, without limitation, trade marks, service marks, trade names, domain names, get-up, logos, patents, inventions, registered and unregistered design rights, copyrights, semi-conductor topography rights, database rights and all other similar rights which may subsist in any part of the world now or in the future (including Know-how) including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations;

Interest” includes an interest of any kind in or in relation to any Share or any right to control the voting or other rights attributable to any Share, disregarding any conditions or restrictions to which the exercise of any right attributed to such interest may be subject;

IPO” means the underwritten initial public offering in respect of and admission of all or any part of the Shares or depository receipts (or equivalent) representing Shares, of the Company to trading on [***],;

Junior Employee” means any employee of the Group who [***],;

Key Employee” means any member of the Senior Management;

Know-how” means confidential and proprietary industrial and commercial information and techniques in any form including, without limitation, drawings, formulae, test results, reports, project reports and testing procedures, instruction and training manuals, tables or operating conditions, market forecasts, lists and particulars of customers and suppliers;

Laws” means the laws and regulations of the Netherlands, the Russian Federation and any other laws and regulations for the time being in force applicable to any member of the Group or any Shareholder or their Affiliates (as appropriate) including, where applicable, the rules of any stock exchange on which the securities of a Shareholder or its Affiliates are listed or other governmental or regulatory body to which a Shareholder or its Affiliates are subject; 

LCIA” has the meaning set out in Clause ‎31.1.1;

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

Link” has the meaning set out in Clause ‎5.12.2;

Lock-up Period” has the meaning set out in Clause ‎22.1.1;

Login” means, in respect of the Services and/or the Resources of the Company, YNV or Sberbank, as the case may be, a password, code or other method of identifying a person who uses any such Services and/or Resources, required to access the separate account of each such person with such Resources and/or Services;

Losses” means all losses, liabilities, costs (including legal costs and attorneys’, experts’ and consultants’ fees), charges, expenses, actions, proceedings, claims and demands;

Loyalty Programs” means the Sberbank Loyalty Program and the Yandex Loyalty Program;

Management Team” means both Senior Management and Senior Employees;

Market Lab” means Yandex.Market Lab LLC, a Russian limited liability company incorporated under the laws of the Russian Federation whose registered office is at 16 Lva Tolstogo Street, Moscow, 119021, Russia, and registered with the Unified State Register of Legal Entities under number 1167746241222;

Material Change to the Budget” means, in relation to an approved Budget for any Financial Year: (A) any decrease of [***] or more in budgeted (i) gross merchandise value or (ii) revenue (sales); or (B) any increase or decrease of [***] or more in budgeted (i) EBITDA, (ii) net profit or (iii) CAPEX;

Material Change to the Business Plan” means, in relation to an approved Business Plan: (A) any decrease of [***] or more for any Financial Year in planned (i) gross merchandise value or (ii) revenue (sales); or (B) any increase or decrease of [***] or more for any Financial Year in planned (i) EBITDA, (ii) net profit or (iii) CAPEX;  

New Opportunity” has the meaning set out in Clause ‎28.2.1;

New Opportunity Jurisdiction” has the meaning set out in Clause ‎28.2.1;

Niche Products Business” has the meaning set out in Clause Error! Reference source not found.;

Non-contributing Shareholder” has the meaning set out in Clause ‎21.1.2;

Non-defaulting Shareholder” has the meaning set out in Clause ‎23;

Notice” means has the meaning set out in Clause ‎31.4.1;

Offer” has the meaning set out in Clause ‎22.4.2(i);

Offeror” has the meaning set out in Clause ‎22.4.1;

Option Agreements” has the meaning set out in the Subscription Agreement;

Outstanding Amount” has the meaning set out in Clause ‎21.1.2;

Party” means a party to this Agreement, and “Parties” shall be construed accordingly;

Permitted Web Counter” has the meaning set out in Clause ‎5.9.4;

Persons Acting In Concert”, in relation to a person, means persons which actively co-operate through the acquisition by them of shares in that person or a holding company of

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

that person, pursuant to an agreement or understanding (whether formal or informal), with a view to obtaining or consolidating Control of that person;

Pre-Agreed Deputy” means an individual mutually agreed between the Principal Shareholders to be a replacement of the CEO or CFO (as applicable) solely for the purposes of Clause ‎24;  

Price Comparison Business” means the business the primary purpose of which is to provide consumers with comparison of online prices of online retailers and merchants for non-perishable consumer goods potentially leading to transactions completed on the websites or apps of such online retailers or online merchants that is substantially similar to such business carried out through the website “market.yandex.ru” or Yandex.Market app as of the date of this Agreement.  For the avoidance of doubt, the business of comparison of special offers and (or) discounts for goods, providing or facilitating cashbacks and business of Edadeal as carried out through the website “edadeal.ru”, “yandex.ru”, “edadeal.yandex.ru”, “yandex.edadeal.ru”, Edadeal app or Yandex app as of the date of this Agreement shall not be considered Price Comparison Business;

Principals” means Sberbank and YNV, and “Principal” means either of them;

Principal Shareholders” means Sberbank Nominee and YNV, and “Principal Shareholder” means either of them;

Private Placement” has the meaning set out in Clause ‎18.1;

Promotion Channel” means a method or format for the placement of the Company Advertising, including, Internet advertising, outdoor advertising, television and/or radio advertising;

Qualified IPO” means a fully underwritten IPO where: (i) the valuation of the Group (for 100 per cent. of equity) is not less than [***] and (ii) at least [***] of the share capital of the Group are sold via such IPO;

Qualified IPO Notice” has the meaning set out in Clause ‎26.3;

Realisation Date” has the meaning set out in Clause ‎18.1;

Regulatory Condition” means a bona fide requirement for material consent, clearance, approval or permission necessary to enable a Transferring Shareholder, the Remaining Shareholder and/or Offeror to be able to complete a transfer of Shares under applicable Laws;

Related Party Transaction” has the meaning set out in Clause ‎4.1;

Remaining Shareholder” has the meaning set out in Clause ‎22.4.1(vi)(a);

Requesting Shareholder” has the meaning set out in Clause ‎6.2.5;

Resources” means the Company Resources, the Yandex Resources or the Sberbank Resources, as the context may require;

Restricted Employee” means [***]

Restricted Party” means such entity or entities as may be agreed by the Principals in writing or by a simple majority of the Board from time to time;

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

Restricted Transferee” means such entity or entities as may be agreed by the Principals in writing from time to time;

Right” means any right, power or remedy in connection with this Agreement;

Rules” has the meaning set out in Clause ‎31.1.1;

Russian OpCo” means Yandex.Market LLC, a Russian limited liability company incorporated under the laws of the Russian Federation whose registered office is at 16 Lva Tolstogo Street, Moscow, 119021, Russia and registered with the Unified State Register of Legal Entities under number 1167746491395;

Sberbank Ancillary Agreements” means:

(viii)

[***]

(ix)

[***]

(x)

[***]

Sberbank Assistant” has the meaning set out in Clause Error! Reference source not found.;

Sberbank Data” means the data set out in para. 3 of Schedule 1 to the Sberbank Data Sharing Agreement;

Sberbank Directors” has the meaning set out in Clause ‎9.1.2(i)(a)(II);

Sberbank Financial Services Agreement” means [***]

Sberbank Independent Director” has the meaning set out in Clause ‎9.1.2(i)(a)(I);

Sberbank Loyalty Program” means any customer reward program for users of the Sberbank Services maintained by Sberbank from time to time during the term of this Agreement, including the program "Thank you from Sberbank";

Sberbank Promotion” means all of the Company’s activities aimed at placing information about Sberbank, references to the Sberbank Resources, and to marketing and/or other advertising materials of Sberbank on the Company Resources and/or the Company Services;

Sberbank Resources” means the Advertising Inventories, as well as any other digital and/or offline inventory owned by Sberbank and/or its Affiliates and used to provide Sberbank Services;

Sberbank Service” means any of the services offered by Sberbank and/or its Affiliates to Internet users, partners, customers and/or clients (for the avoidance of doubt, including vendors and purchasers);

Sberbank Shares” means voting Shares of Class B of EUR 0.002 each;

Sberbank Special Promotion Services Request”  has the meaning set out in Clause ‎29.2.3;

Sberbank Web Counter” has the meaning set out in Clause ‎5.9.2(ii);

Search Wizard” means [***]

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

"Service" means any of the Company Services, the Yandex Services or the Sberbank Services, as the context may require;

Security Enforcement Opportunity” means any investment opportunity that:

(xi)

[***]

(xii)

[***] 

(e)

[***]

(f)

[***]

Senior Employee” means persons holding positions in the Russian OpCo or in Market Lab (as applicable) listed in Part B of Error! Reference source not found.;

Senior Management” means those positions in the Russian OpCo or in Market Lab listed in Part A of Error! Reference source not found.;

Shareholder” means any holder of Shares from time to time having the benefit of this Agreement, including under the terms of a Deed of Adherence;

Shareholder Reserved Matters” has the meaning set out in Clause ‎17.2;

Shareholder’s Group” means a Principal Shareholder and any Affiliate of that Principal Shareholder from time to time;

Shares” means all the shares in the issued share capital of the Company from time to time;

Stichting Shares” means voting shares of Class C of EUR 0.002 each in the share capital of the Company that may be issued to and held by Stichting from time to time;

Subscription Agreement” has the definition set out in Recital (A);

Subscription Price” has the meaning set out in Clause ‎21.1.1(i);

Subsequent Business Plan” means a strategic business plan for the Group for a period of [***] which, once approved, replaces the Initial Business Plan or the previous Subsequent Business Plan (as applicable) in all respects;

Surviving Provisions” means Clause ‎1  (Interpretation), Clause ‎5  (Contracts with YNV and Sberbank), Clause ‎27  (Duration, termination and survival), Clause ‎28  (Expansion of Joint Venture), Clause ‎28.6  (Restrictions), Clause ‎30  (Confidentiality), Clause ‎31.1  (Arbitration), Clause ‎31.2  (Governing law and submission to jurisdiction), Clause ‎31.4  (Notices), Clause ‎31.5  (Whole agreement and remedies), Clause ‎31.6  (Legal advice and reasonableness), Clause ‎31.9  (No partnership), Clause ‎31.11 (Survival of rights, duties and obligations), Clause ‎31.12  (Waiver), Clause ‎31.13  (Variation), Clause ‎31.14  (No assignment), Clause ‎31.16  (Invalidity/severance), Clause ‎31.18  (Costs) and Clause ‎31.19  (Third Party Rights), and any other provisions of this Agreement to the extent relevant to the interpretation or enforcement of such provisions;

Tag-along” has the meaning set out in Clause ‎22.4.1(vi);

Tag-along Default” has the meaning set out in Clause ‎22.4.3(ii)(c);

Tag-along Default Notice” has the meaning set out in Clause ‎22.4.3(ii)(c);

Tag-along Shares” has the meaning set out in Clause ‎22.4.3(ii)(a);

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

Tag Portion” has the meaning set out in Clause ‎22.4.1(vi)(a);

Taxation” or “Tax” means all forms of taxation (other than deferred tax) and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions and levies, in each case in the nature of tax, whether levied by reference to income, profits, gains, net wealth, asset values, turnover, added value or otherwise and shall further include payments to a Tax Authority on account of Tax, in each case of the Netherlands, the Russian Federation or elsewhere in the world wherever imposed and whether chargeable or primarily against or attributable directly or primarily to a Group Company or any other person and all penalties and interest relating thereto;

Tax Authority” means any taxing or other authority competent to impose any liability in respect of Taxation or responsible for the administration and/or collection of Taxation or enforcement of any law in relation to Taxation;

Technology Agreement” means [***]

Third Party Offer” has the meaning set out in Clause ‎22.4.1;

Third Party Offer Price” has the meaning set out in Clause ‎22.4.1(iv);

Third-Party Advertising Network Provider” has the meaning set out in Clause ‎5.8.2(ii);

Third-Party Promotion Channels Provider” has the meaning set out in Clause ‎5.10.1;

Traffic” means visits by a certain number of Internet users to an Advertising Inventory over a certain period of time;

Transaction Documents” has the meaning set out in the Subscription Agreement;

Transfer”, in the context of Shares or any Interest in Shares, means any of the following: (a) sell, assign, transfer or otherwise dispose of, or grant any option over, any Shares or any Interest in Shares; (b) create or permit to subsist any Encumbrance over Shares or any Interest in Shares; (c) enter into any agreement in respect of the votes or any other rights attached to any Shares or any Interest in Shares (including under this Agreement); or (d) renounce or assign any right to receive any Shares or any Interest in Shares;

Transfer Date” has the meaning set out in Clause ‎25.1.3;

Transfer Notice” has the meaning set out in Clause ‎22.4.2;

Transferee” has the meaning set out in Clause ‎22.3;

Transferor” has the meaning set out in Clause ‎22.3;

Transferring Shareholder” has the meaning set out in Clause ‎22.4.1;

Transfer Shares” has the meaning set out in Clause ‎22.4.1;

Unsuitable Director” means a Director who has been charged with (or is suspected of) having, or determined by a court of competent jurisdiction to have, acted in material breach of the Laws or committed any serious criminal offence, or a material breach of any fiduciary duty in relation to the Group;

VAT” means within the European Union such Tax as may be levied in accordance with (but subject to derogations from) Council Directive 2006/112/EC and outside the European Union any Tax levied by reference to added value or sales;

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

Web Counter” means a program element designed to collect information about users visiting and/or using the respective Company Services and/or Company Resources;

Yandex Advertising Network” means the Advertising Network that is owned and operated by YNV and its Affiliates, official website of which is available at https://partner2.yandex.ru/;

Yandex Data” means the data set out in para. 1.1 of Schedule 1 to the YNV Data Sharing Agreement;

Yandex Loyalty Program” means any customer reward program for users of the Yandex Services maintained by Yandex Service Companies from time to time during the term of this Agreement, including the program “Yandex+”;

Yandex Promotion” means all of the Company’s activities aimed at placing information about YNV and/or its Affiliates, references to the Yandex Resources, and to marketing and/or other advertising materials of YNV and/or its Affiliates on the Company Resources and/or the Company Services;

Yandex Resources” means the Advertising Inventories, as well as any other digital and/or offline inventory owned by YNV and/or its Affiliates and used to provide the Yandex Services;

Yandex Service” means any of the services offered by any Yandex Service Company to Internet users, partners, customers and/or clients (for the avoidance of doubt, including vendors and purchasers);

Yandex Service Company” means (i) YNV, (ii) any Affiliate of YNV, (iii) any entity in which YNV holds or is entitled to acquire (directly or indirectly) no less than 25 per cent. of economic or voting rights, (iv) any entity which is treated by YNV as an Affiliate for the purposes of advertising or promotion, including co-branding activities, and/or (v) any entity that the Principal Shareholders have agreed in writing to treat as a Yandex Service Company for the purposes of this Agreement;

Yandex Services Promotion Features” means [***] 

Yandex Web Counter” has the meaning set out in Clause ‎5.9.2(i);

YM Shopping Skill” has the meaning set out in Clause Error! Reference source not found.;

"YNV Advertising Code" means the Advertising Code the rights to which belong to YNV and/or its Affiliates;

YNV Ancillary Agreements”  means:

(xiii)

[***] 

(xiv)

[***] 

(xv)

[***]

(xvi)

[***]

(xvii)

[***] 

(xviii)

[***] 

(xix)

[***]

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

YNV Assistant” has the meaning set out in Clause Error! Reference source not found.;

YNV Directors” has the meaning set out in Clause ‎9.1.2(ii)(a)(II);

YNV Independent Director” has the meaning set out in Clause ‎9.1.2(ii)(a)(I);  

YNV Shares” means voting Shares of Class A of EUR 0.002 each; and

YNV Special Promotion Services Request” has the meaning set out in Clause ‎29.2.2(i).

19.1

Singular, plural, gender

References to one gender include all genders and references to the singular include the plural and vice versa.

19.2

References to persons and companies

References to:

19.2.1

a person includes any company, corporation, firm, joint venture, partnership or unincorporated association (whether or not having separate legal personality); and

19.2.2

a company include any company, corporation or any body corporate, wherever incorporated.

19.3

References to subsidiaries and holding companies

A company is a “subsidiary” of another company (its “holding company”) if that other company, directly or indirectly, through one or more subsidiaries:

19.3.1

holds a majority of the voting rights in it;

19.3.2

is a member or shareholder of it and has the right to appoint or remove a majority of its board of directors or equivalent managing body;

19.3.3

is a member or shareholder of it and controls alone, or pursuant to an agreement with other shareholders or members, a majority of the voting rights in it; or

19.3.4

has the right to exercise a dominant influence over it, for example by having the right to give directions with respect to its operating and financial policies, with which directions its directors are obliged to comply.

19.4

Schedules etc.

References to this Agreement shall include any Recitals and Schedules to it and references to Clauses and Schedules are to Clauses of, and Schedules to, this Agreement. References to paragraphs and Parts are to paragraphs and Parts of the Schedules.

19.5

Information

References to books, records or other information mean books, records or other information in any form, including paper, electronically stored data, magnetic media, film and microfilm.

19.6

Legal terms

References to any English legal term shall, in respect of any jurisdiction other than England and Wales, be construed as references to the term or concept which most nearly corresponds to it in that jurisdiction.

19.7

Headings

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

Headings shall be ignored in interpreting this Agreement.

19.8

Non-limiting effect of words

The words “including”, “include”, “in particular” and words of similar effect shall not be deemed to limit the general effect of the words which precede them.

19.9

Winding up

References to the winding up of a person include any equivalent or analogous procedure under the law of any jurisdiction in which that person is incorporated, domiciled or resident or carries on business or has assets.

19.10

Joint and several liability

Any provision of this Agreement which is expressed to bind more than one person shall bind each of them severally and not jointly and severally.

19.11

Modification etc. of statutes

References to a statute or statutory provision include that statute or provision as from time to time modified or re-enacted or consolidated.

19.12

Documents

References to any document (including this Agreement) or to a provision in a document, shall be construed as a reference to such document or provision as amended, supplemented, modified, restated or novated from time to time.

19.13

Non-applicability of contra proferentem

The Parties acknowledge and agree that this Agreement has been jointly drafted by the Parties and accordingly the contra proferentem rule (or any similar rule of interpretation) shall not be applied against any Party.

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

PART B – SCOPE OF THE JOINT VENTURE

2

Purpose of joint venture

The business of the Group shall be to engage in e-commerce on a worldwide basis, including, without limitation, through:

2.1

[***]

2.2

[***]

2.3

[***]

2.4

[***]

2.5

[***]

2.6

[***]

2.7

[***]

2.8

[***]

(together, the “Business”).

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

PART C – CONDUCT AND OPERATIONS OF THE COMPANY

3

Conduct and development of the Business

3.1

General

3.1.1

The Shareholders agree that their respective rights and obligations in relation to the Group and the Business shall be regulated by this Agreement and the Articles. The Shareholders agree to comply with the provisions of this Agreement and all provisions of the Articles which relate to them.

3.1.2

Sberbank shall procure that Sberbank Nominee complies with all of its obligations under this Agreement, other Transaction Documents and the Articles.

3.1.3

The Shareholders shall (so far as they lawfully can) ensure that the Company complies with all of its obligations under this Agreement, other Transaction Documents and the Articles.

3.1.4

The Company agrees to comply with all of its obligations under this Agreement, other Transaction Documents and the Articles and procure that the Group Companies do the same.

3.2

Conduct and promotion of the Business

The Shareholders shall vote their Shares and otherwise act within their power (so far as they lawfully can) to ensure the following:

3.2.1

that the Business shall be conducted in accordance with the Business Plan and Budget; and

3.2.2

that the Company shall not act, and shall procure (insofar as it lawfully can) that any Group Company shall not act, otherwise than in accordance with applicable Laws, the Transaction Documents and the Articles.

4

Related Party Transactions. Group Company claims

4.1

Subject to Clause ‎5 and unless the Principal Shareholders agree otherwise (including in respect of any amendment to an Ancillary Agreement), the Principal Shareholders and the Company shall procure that any new (and any extension or other modification of any existing) transaction, arrangement or dealing by any member of the Group with any member of a Shareholder’s Group (a “Related Party Transaction”) shall be entered into by such member on an arm’s length commercial basis, on terms not unfairly prejudicial to the interest of either Principal Shareholder or the Group and shall be subject to the prior consent of the Board by a Board Super Majority.

4.2

Where a Group Company may have a claim against any Principal Shareholder or its Affiliate (including under the Subscription Agreement or otherwise), all decisions relating to any action in respect of the conduct of such claim by the relevant Group Company (including any action required to initiate proceedings, compromise, settle, defend, remedy, mitigate, appeal or apply for any interim injunction or other application or action (including interim defence)) shall be taken by a simple majority of the Board.

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

5

Contracts with YNV and Sberbank

The Principals and the Company shall procure that:

5.1

YNV (or its relevant Affiliate) shall provide services and grant rights to the Group pursuant to each of the YNV Ancillary Agreements (and shall ensure that each such YNV Ancillary Agreement remains in full force and effect) during the period from the date of this Agreement until the date that is:

5.1.1

in case of [***] 

5.1.2

in case of [***]

5.1.3

in case of [***]

in each case, following the earlier of [***]. Notwithstanding the foregoing, [***] and

5.1.4

in case of any other [***].

5.2

Sberbank (or its relevant Affiliate) shall provide services to the Group pursuant to each of the [***], provided that:

5.2.1

 [***]

(i)

[***] 

(ii)

[***]

[***]

[***]

5.2.2

[***] 

(i)

[***] 

(ii)

[***]

5.2.3

[***]

(i)

[***]

(ii)

[***]

(iii)

[***]

(a)

[***]

(b)

[***]

(iv)

[***]

(a)

[***]

(b)

 

(c)

[***]

(I)

[***]

(II)

[***]

5.2.4

[***]

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

5.3

Conduct of AA Disputes

The Principal Shareholders shall procure that in case of any dispute or claim arising out of or in connection with any Ancillary Agreement (including as a result of a breach or termination of such Ancillary Agreement) between a Principal Shareholder (or its Affiliate) and a Group Company (an “AA Dispute”):

5.3.1

the Company shall as soon as reasonably practicable give written notice to the other Principal Shareholder (the “Conducting Shareholder”) stating reasonable details (to the extent known to the Company at the relevant time) of the nature of the AA Dispute, copies of any formal demand or complaint, the circumstances giving rise to it, and (if practicable) a bona fide estimate of any alleged loss (if applicable);

5.3.2

the Appointed Directors of the Conducting Shareholder shall be entitled to take such action on behalf of the Company as they shall deem necessary to avoid, dispute, deny, defend, resist, appeal, compromise or contest such claim or liability in connection with the AA Dispute, and the Appointed Directors of the other Principal Shareholder shall recuse themselves from any discussions of decisions in such regard (whether or not so required by Laws), and the presence of such Appointed Directors of the other Principal Shareholder shall not be required for to constitute a quorum of the Board for such purposes; and

5.3.3

the Group Companies shall allow the Conducting Shareholder to investigate the AA Dispute (including whether and to what extent any amount is or may be payable in respect thereof) and shall make available to the Conducting Shareholder all such information it may reasonably require.

5.4

[***]

5.5

[***]

5.6

[***]

5.6.1

[***]

(i)

[***]

(ii)

[***]

(iii)

[***]

(iv)

[***] 

[***]

5.6.2

[***]

5.7

For the avoidance of doubt, nothing in Clause ‎5.2 or in any agreement between the Group and Sberbank (including its Affiliates) or any Financial Service Provider shall restrict any vendor or purchaser which uses the Group’s marketplace or online retail store from:

5.7.1

using any payment card as a means of payment solely on the basis of the issuing bank of such card; or

5.7.2

using any payment or financial services available to such vendors or purchasers; or

5.7.3

borrowing money from any third party; or

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

5.7.4

using any other means of payment for acquisition of any goods or services.

5.8

Principles of interaction in connection with the placement of the Advertising on the Company Resources

5.8.1

Subject to Clauses ‎5.8.2 and ‎5.8.3, the Company Resources shall incorporate the YNV Advertising Code and the installation of the Advertising Code of any third-party Advertising Network or use of any other code, software or technology, either owned and/or provided by the third party and/or by the Company, resulting in the placement of Advertising from any third-party Advertising Network shall not be allowed.

5.8.2

(x) Advertising Code of any third-party Advertising Network may be installed on the Company Resources and/or (y) other code, software or technology, either owned and/or provided by any third party and/or by the Company, and resulting in the placement of Advertising from any third-party Advertising Network could be used only if all of the following conditions are met:

(i)

the Group shall arrange for a tender procedure or any other procedure for solicitation of alternative proposals in respect of the Advertising Network no later than [***] prior to the proposed start of integration with such Advertising Network;

(ii)

YNV (or its Affiliate) shall be entitled to take part in such procedure on an equal footing with any third-party provider of the Advertising Network (each, a "Third-Party Advertising Network Provider");

(iii)

where a Third-Party Advertising Network Provider selected by the Company pursuant to such procedure offers commercial terms and conditions of cooperation that are more favourable to the Group than the terms and conditions of the Yandex Advertising Network, YNV (or its Affiliate) shall be entitled within [***] from the date of such Third-Party Advertising Network Provider’s offer to match such terms and conditions, in which case the Advertising will continue to be placed on the Company Resources through the Yandex Advertising Network;

(iv)

if YNV (or its Affiliate) fails to match such terms and conditions:

(a)

the engagement of the relevant Third-Party Advertising Network Provider for integration with the Advertising Network shall be subject to prior approval by the Board as a Board Reserved Matter; and

(b)

no later than [***] in advance of the relevant Board meeting, the CEO shall prepare and provide to the Board a memorandum setting out a detailed explanation of the rationale (including strategic considerations) for the Group for terminating cooperation with YNV and beginning cooperation with the third-party Advertising Network.

(v)

if the Board approves engagement of the relevant Third-Party Advertising Network Provider for integration with the Advertising Network as a Board Reserved Matter pursuant to Clause ‎5.8.2‎(iv)(a), the relevant contract with (or terms of engagement of) such Third-Party Advertising Network Provider shall provide that the Third-Party Advertising Network Provider shall not:

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

(a)

make any public announcements in relation to its engagement by the Group;

(b)

use the Group’s name in its own advertising or promotion;

(c)

advertise or promote any of its products or services analogous to Yandex Services:

(I)

to or among the Group’s customers on the Group’s properties; or

(II)

to or among any users of the Company Resources that came to the Company Resources through any promotion channel contemplated by clause 4 of the Technology Agreement (other than any such users who had visited the Company Resources at least once in the six-month period prior to their first visit of the Company Resources through such Promotion Channel).

5.8.3

Without prejudice to Clauses ‎5.8.1 and ‎5.8.2 above, the Company may, in order to improve the Company Services and/or the Company Resources, and in preparation for the procedures described in Clause ‎5.8.2 above, conduct experiments related to the installation of an Advertising Code of a third-party Advertising Network on the Company Resources (each, an “AdvServices Experiment”), provided all of the following conditions are satisfied: 

(i)

the AdvServices Experiment will not account for more than [***] of the monthly Traffic of the Company Resource and/or Resource element (and all such AdvServices Experiments running simultaneously in any calendar month may not account for more than [***] of the monthly Traffic of the Company Resource and/or the Company Resource element);

(ii)

the duration of an AdvServices Experiment in respect of any Third-Party Advertising Network Provider will be limited, and, in any case, may not exceed [***] in aggregate within a calendar year in respect of such Third-Party Advertising Network Provider; and

(iii)

the Company shall notify the Principal Shareholders of an AdvServices Experiment in advance, but, in any event, at least [***] before the beginning of the AdvServices Experiment. Such notice shall include the identity of the Third-Party Advertising Network Provider and any other persons participating in the AdvServices Experiment (including when the Advertising Code is not owned by the Third-Party Advertising Network Provider).

5.9

Principles of interaction in connection with the installation of Web Counters on the Company Resources

5.9.1

The Yandex Web Counter (as defined in Clause ‎5.9.2(i)) shall be installed on the Company Resources. In addition to the Yandex Web Counter, the Company or its Subsidiaries may also install the Sberbank Web Counter (as defined in Clause ‎5.9.2(ii)) and/or the Company Web Counter (as defined in Clause ‎5.9.2(iii)) on the Company Resources. No other Web Counters may be installed on any Company Resources, except as otherwise provided for in Clause ‎5.9.3.

5.9.2

A Web Counter installed on the Company Resources shall meet the following criteria:

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

(i)

In the case of the Web Counter of YNV and/or its Affiliates:

(a)

such Web Counter shall not have access to the Sberbank Data; and

(b)

such Web Counter (i) shall have been developed by YNV and/or its Affiliates independently and is not a version, a modification and/or other adaptation of any Web Counters owned by any third party (including Google and Facebook) or (ii) if developed by a third party, shall have been assigned or exclusively licensed to YNV and/or its Affiliates, subject to compliance with Clause ‎5.15

(the “Yandex Web Counter”);

(ii)

In the case of the Web Counter of Sberbank and/or its Affiliates:

(a)

such Web Counter shall not have access of the Yandex Data; and

(b)

such Web Counter (i) shall have been developed by Sberbank and/or its Affiliates independently and is not a version, a modification and/or other adaptation of any Web Counters owned by any third party (including Google and Facebook), or (ii) if developed by a third party, shall have been assigned or exclusively licensed to Sberbank and/or its Affiliates, subject to compliance with Clause ‎5.15

(the “Sberbank Web Counter”);

(iii)

In the case of the Company Web Counter:

(a)

such Web Counter shall not have access to the Yandex Data or the Sberbank Data; and

(b)

such Web Counter (i) shall have been developed by the Company and/or its Subsidiaries independently and is not a version, a modification and/or other adaptation of any Web Counters owned by third parties (including Google and Facebook), or (ii) if developed by a third party, shall have been assigned or exclusively licensed to the Company and/or its Subsidiaries, subject to compliance with Clause ‎5.15

(the “Company Web Counter”).

5.9.3

Notwithstanding Clauses ‎5.9.1 and ‎5.9.2 above and subject to Clause ‎5.9.4 below, a third-party Web Counter may be installed on the Company Resources, in the following cases:

(i)

in case of a Permitted Web Counter, on a mobile application if such mobile application constitutes a Company Resource, provided that in addition to such Web Counter, the Yandex Web Counter shall also be installed on such mobile application. In addition to the Yandex Web Counter, the Sberbank Web Counter may also be installed on such Company Resource;

(ii)

in case of a Permitted Web Counter, in the event the placement of such Web Counter is required for the monitoring of the efficiency of the Company Advertising placement, provided that such Web Counter will not have access to the Yandex Data or the Sberbank Data, and will be placed (used) solely

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

on the page (section) of the Company Service and/or Company Resource, to which the Internet users are redirected when interacting with the Company Advertising;

(iii)

in the event the placement of a third-party Web Counter is effected for the purposes of an experiment conducted by the Company on the Company Resources and/or Company Services, provided that all of the following conditions are satisfied:

(a)

such experiment shall not account for more than [***] of the monthly Traffic and/or audience of the Company Resource and/or Company Resource element (and all such experiments running simultaneously in any calendar month may not account for more than [***] of the monthly Traffic and/or audience of the Company Resource and/or the Company Resource element);

(b)

the duration of an experiment in respect of such third-party Web Counter will be limited, and, in any case, may not exceed any [***] in aggregate within a calendar year in respect of such third party Web Counter; and

(c)

the Company shall notify the Principal Shareholders of an experiment in advance, but, in any event, not less than [***] before the beginning of the experiment. It being understood that such notification shall include the identity of the third party that owns the relevant Web Counter.

5.9.4

For the purposes of Clause ‎5.9.3, a “Permitted Web Counter” means any Web Counter owned by Facebook, Google, Criteo (remarketing network), Adjust (for mobile applications) or iTunes Connect (for mobile applications). The list of Permitted Web Counters may be amended based on a reasoned request of a Principal Shareholder or the Company in accordance with the following procedure:

(i)

any amendment to the list of the Permitted Web Counters shall be subject to prior approval by the Board as a Board Reserved Matter; and

(ii)

no later than [***] in advance of the relevant Board meeting, the Company or the relevant Principal Shareholder shall prepare and provide to the Board a reasoned request setting out a detailed explanation of the rationale (including strategic considerations) for the proposed amendment of the list of the Permitted Web Counters.

5.10

Principles for the Distribution of the Company Advertising

5.10.1

The Company may from time to time place Company Advertising using the Promotion Channels owned and/or provided by any third party (a “Third-Party Promotion Channels Provider”), provided that the Parties shall ensure that the following procedure is complied with (other than in case of any advertising services as placed with Third-Party Promotion Channels Providers as of the date of this Agreement): 

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

(i)

the Company shall notify the Principal Shareholders of its intention to place Company Advertising using new Third-Party Promotion Channels Provider and the relevant terms of the Third-Party Promotion Channels Provider offer;

(ii)

YNV (or its Affiliate) shall be entitled to provide its offer in respect of placing such Company Advertising. In case a Promotion Channel can only be provided to the Company by YNV (or its Affiliate) in an agent capacity or through an advertising reseller, Sberbank (or its Affiliate), including in an agent capacity or through an advertising reseller, shall also be entitled to provide its offer in respect of placement of the Company Advertising through such Promotion Channel; and

(iii)

within [***] from the date of the Company’s written notice pursuant to Clause ‎5.10.1‎(i), YNV (or its Affiliate) shall be entitled to match an offer of a Third-Party Promotion Channels Provider or of Sberbank (if allowed pursuant to Clause ‎5.10.1‎(ii)) in respect of the relevant Promotion Channel(s), whichever offer is selected pursuant to a tender procedure or any other procedure for solicitation of alternative proposals in respect of the relevant Promotion Channel(s), provided thе matching offer of YNV (or its Affiliate) is “equivalent” to the offer of a Third-Party Promotion Channels Provider or Sberbank (as the case may be), in which case the Company shall place such Company Advertising with YNV (or its Affiliate). 

5.10.2

The Parties shall separately agree on what constitutes an “equivalent” matching offer for the purposes of Clause ‎5.10.1(iii), having regard to, among other things, the audience of the relevant Company Advertising, (if applicable) CTR and the offer price.

5.10.3

In case YNV (or its Affiliate) fails to match the offer, the relevant contract entered into by the Company with (or terms of engagement of) the Third-Party Promotion Channels Provider shall provide that the Third-Party Promotion Channels Provider shall not:

(i)

make any public announcements in relation to the provision of any services to the Group;

(ii)

use the Group’s name in its own advertising or promotion, other than to advertise or promote specific products and/or services provided to the Group by such Third-Party Promotion Channels Provider;

(iii)

advertise or promote any of its products or services analogous to Yandex Services:

(a)

to or among the Group’s customers on the Group’s properties; or

(b)

to or among the users of the Company Resources, which came to the Company Resources through any promotion channel contemplated by clause 4 of the Technology Agreement (other than any such users who had visited the Company Resources at least once in the six-month period prior to their first visit of the Company Resources through such Promotion Channel).

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

5.11

Principles of interaction in connection with the use of Logins in the Company Services and the Company Resources

5.11.1

In providing the Company Services, the Company, and its Subsidiaries shall use the Login infrastructure of YNV (and/or its Affiliates) (“Яндекс.Паспорт” or another Login infrastructure of YNV (and/or its Affiliates), which may be developed in the future), where the set of authorization methods and options are determined by YNV (and/or its Affiliates).

5.11.2

In the event the Company decides to use another Login infrastructure instead of the Login infrastructure of YNV (and/or its Affiliates), in providing the Company Services as described in Clause ‎5.11.1, the Company and its Subsidiaries (i) shall use the Logins of Sberbank and the Logins of YNV (and/or its Affiliates) or (ii) may use the Logins of third parties (other than any Restricted Party, unless the Principal Shareholders agree otherwise) and/or the Logins of the Company. If the Logins of Sberbank, the Logins of the Company, and/or the Logins of such third parties are so used, the Company shall ensure "end-to-end identification" between such Logins and the principal Login of YNV (and/or its Affiliates), or otherwise ensure the link between such Logins and the principal Login of YNV (and/or its Affiliates), which is compatible with, and accounts for, the Login infrastructure of YNV (and/or its Affiliates). The Parties acknowledge and agree that YNV may refuse "end-to-end identification" or other link between the Login of YNV (and/or its Affiliates) and any other Login (including the Logins of Sberbank) in case such actions require unreasonable development costs or may jeopardize information security of the Yandex Services,  in which case the Login infrastructure of YNV (and/or its Affiliates) shall be used in accordance with Clause ‎5.11.1.

5.12

Principles of cooperation in connection with the Yandex Promotion and the Sberbank Promotion

5.12.1

The Company shall carry out the Yandex Promotion and the Sberbank Promotion by means and on the terms to be determined in the relevant contracts between the Company and YNV (or its Affiliate) and between the Company and Sberbank (or its Affiliate) respectively.

5.12.2

Without prejudice to Clause ‎5.12.1 above, the Company and its respective Subsidiaries shall place on each page and/or in each element of the Company Services and/or the Company Resources, a clickable link(s) directing the users, partners and/or customers of the Company Services to the Yandex Resource(s) (at YNV’s choice) and the Sberbank Resource(s) (at Sberbank’s choice) (each, a “Link”).

5.12.3

Notwithstanding the foregoing, the placement of each Link shall be carried out subject to design and product policy requirements of the Company and/or content of the respective Company Service and/or Company Resource. If the Company concludes in good faith that the proposed placement of a Link does not comply with such requirements, the Company is entitled to refuse the placement of such Link.

5.13

Principles of cooperation in connection with Loyalty Programs

5.13.1

The Company shall participate in the Yandex Loyalty Program on the terms and conditions to be determined in an agreement between the Company and YNV (or its

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

relevant Affiliate) based on the following principle: the terms and conditions for participation of the Company in the Yandex Loyalty Program (including in respect of the availability and amount of reimbursement of the Company’s costs for participation in the Yandex Loyalty Program) will be analogous to the terms of participation of other Yandex Services in the Yandex Loyalty Program.

5.13.2

The Company shall participate in the Sberbank Loyalty Program on the terms and conditions to be determined in an agreement between Sberbank (or its relevant Affiliate) and the Company.

5.14

Promotion Ancillary Agreements

The Principal Shareholders and the Company shall procure that the following agreements are entered into as soon as practicable following the date of this Agreement (unless entered into before that):

5.14.1

agreement(s) in respect of promotion of YNV (and/or its Affiliate) by the Group; and

5.14.2

agreement(s) in respect of promotion of Sberbank by the Group.

Neither the Company, nor any of its Subsidiaries shall resell or grant access to any third parties (other than to any Group Companies) to services obtained by the Company pursuant to any of the Ancillary Agreements, except if such resale or grant of access are expressly permitted under such Ancillary Agreements.

5.15

Data

In connection with the placement of the Advertising on the Company Resources and further development of the Company Services, the Company shall not:

5.15.1

sell or otherwise transfer any Yandex Data or Sberbank Data received by the Company to any third party;

5.15.2

sell or otherwise offer any services which will be based on or will use any Yandex Data or Sberbank Data; and

5.15.3

sell or otherwise transfer the Company Data to any third party, save for YNV or Sberbank (or their respective Affiliates), subject to compliance with the rules provided for in the respective Data Sharing Agreement, and subject to Clause ‎5.10 above.

5.16

SLA of the Technology Agreement

The Principal Shareholders and the Company agree that during six (6) months following the date of this Agreement, the Russian OpCo and Yandex LLC will negotiate in good faith amendments to the Service Level Agreement (set out in Part 3 of Schedule 2 to the Technology Agreement). Following the expiration of such six-month period, the CTO shall report to the Directors the outcomes of such negotiations.

5.17

Yandex and Sberbank ecosystems

Recognising the unique ties between the Group and Yandex consumer ecosystem, the Parties agree that they have an aspiration to preserve such ties between the Group and Yandex consumer ecosystem and maintain the Group within the Yandex and Sberbank ecosystems.

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

6

Budgets, Business Plans and financial information 

6.1

Accounting principles

The Shareholders agree that the Company shall initially prepare its and the Group’s consolidated financial statements in accordance with US GAAP, although the accounting principles in accordance with which the Company prepares such financial statements may be changed by the Board from time to time, provided that, unless required by Law, the Board shall not implement any change to the accounting principles which may prejudice the ability of the Company to implement an IPO or a Qualified IPO.

6.2

Information 

6.2.1

The Shareholders agree that the Company shall prepare and shall submit to the Principal Shareholders: 

(i)

annual audited consolidated accounts of the Group prepared in accordance with US GAAP, confirmed by the Auditor – [***] 

(ii)

annual audited consolidated accounts of the Group (consisting solely of consolidated statement of financial position, consolidated statement of comprehensive income, consolidated statement of changes in equity, without notes thereto, information on operations with related parties), all in the format provided by Sberbank (and taking into consideration the materiality threshold of the Sberbank’s group) prepared in accordance with IFRS with:    

(a)

preliminary draft accounts (consisting of consolidated statement of financial position, consolidated statement of comprehensive income, and consolidated statement of changes in equity, without notes thereto, and excluding information on operations with related parties)  [***] and

(b)

audited and confirmed by Auditor accounts – [***]. 

It is understood and agreed that the audit of the annual consolidated accounts of the Group shall be performed by Auditors acting as a component auditor under Sberbank auditor’s referral instructions. Referral instructions will be pre-agreed by the Auditors and the component auditor in due course;

(iii)

quarterly consolidated accounts of the Group prepared in accordance with US GAAP, including a statement of income, balance sheet and statement of cashflow, each reviewed by the Auditors and confirmed by the Auditor – within [***] of the end of the calendar quarter to which they relate;

(iv)

quarterly consolidated accounts of the Group (consisting solely of consolidated statement of financial position, consolidated statement of comprehensive income, consolidated statement of changes in equity, without notes thereto, information on operations with related parties), all in the format provided by Sberbank, (and taking into consideration the materiality threshold of the Sberbank’s group) prepared in accordance with IFRS, reviewed and confirmed by the Auditors – [***] of the end of the calendar quarter to which they relate, save for the first and second calendar quarters of 2018 for which the quarterly consolidated accounts of the Group shall be reviewed and confirmed by Auditors [***] of the end of the respective quarter.

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

It is understood and agreed that the review of the quarterly consolidated accounts of the Group shall be performed by Auditors acting as a component auditor under Sberbank auditor’s referral instructions. Referral instructions will be pre-agreed by the Auditors and the component auditor in due course; 

(v)

a quarterly report on the consolidated financial and trading position and affairs of the Group (consisting solely of a statement of income), including performance against the Business Plan and Budget prepared by the CEO in the form to be determined by the Board – [***] of the end of each calendar quarter;

(vi)

monthly unaudited consolidated management accounts of the Group (prepared in accordance with IFRS) in the format agreed by the Principal Shareholders and contained on a DVD initialled for identification purposes by legal advisors of each of the Principals – [***] of the end of each month (starting from the month ending on 31 March 2018); 

(vii)

a copy of all financial statements and accounts that are required by Laws to be prepared by any Group Company for statutory or Taxation purposes – at the same time when they are due to be filed with the relevant governmental or Tax Authorities; and

(viii)

such other information relating to the Business or financial condition of the Company or of any Group Company as any Principal Shareholder may reasonably require to enable it and/or its Affiliates to comply with applicable Laws, requests from governmental or regulatory bodies to which it is subject, Tax and reporting and information requirements – within a reasonable period of time following such request for the information.

6.2.2

The Shareholders agree that the Company shall engage a Big Four Firm to prepare an appraisal for the purposes of purchase price allocation (PPA) for the subsequent use for the purposes of preparation of the reports listed in Clause ‎6.2.1. The timing and scope of work for such appraisal shall be agreed by the Shareholders promptly following Closing.

6.2.3

Sberbank shall compensate to the Company the IFRS Costs, provided that if the Company adopts the IFRS as its primary financial reporting standards in respect of consolidated accounts of the Company and its subsidiaries (other than solely for statutory reporting purposes) Sberbank shall no longer compensate any future IFRS Costs to the Company.

6.2.4

The Company shall at all times procure that the Group provides each Principal Shareholder with the same information in respect of the affairs of the Group as provided by the Group to the other Principal Shareholder (other than, for the avoidance of doubt, information provided pursuant to terms of any Ancillary Agreement).

6.2.5

Without limiting the generality of Clause ‎6.2.3 and in addition to the rights set out in Clause 15.2 relating to the provision of information to the Board, a Principal Shareholder (the “Requesting Shareholder”) acting through its Appointed Director may, at its own expense, at all reasonable times and after giving reasonable notice

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

to the Company and the other Principal Shareholder (who, at its own expense, shall be provided by the Group with the same information as the Requesting Shareholder): 

(i)

discuss the affairs, finances and accounts of the Group with the Management Team;

(ii)

inspect and make copies of all books, records, accounts and documents relating to the Business and the affairs of the Group; and

(iii)

provide a certificate signed by the CEO of the Principal Shareholder to require that the books and records of any Group Company be audited up to once per calendar year by a Big Four Firm auditor (other than the Auditor) appointed by such Principal Shareholder (such auditor being bound by customary confidentiality obligations). The Parties shall procure that each Group Company provides such cooperation as is reasonably sought by any such auditor in performing such audit.

6.3

Approval of Subsequent Business Plans and Budgets

6.3.1

The Parties shall procure that, no later than [***] of each Financial Year (starting from 2018), the CEO prepares:

(i)

a Subsequent Business Plan for the period of the [***]; and

(ii)

a Budget for the Group for the [***],

and submits them to the Board for approval. The Board shall have [***] from the date it receives such Subsequent Business Plan and such Budget to decide whether or not to approve each of them, subject to such amendments as the Board agrees to be appropriate. In the event that the Board rejects any such Subsequent Business Plan and/or the Budget, the CEO shall have a further period of [***] to submit a revised Subsequent Business Plan and/or a revised Budget. The Board shall have a further period of [***] from the date it receives such revised Subsequent Business Plan and/or such revised Budget to decide whether or not to approve it, subject to such amendments as the Board agrees to be appropriate.

6.3.2

The Parties shall procure that each Subsequent Business Plan (based on the amounts prepared under IFRS or in a form comparable with the relevant IFRS Accounts) shall include the following in relation to each of the relevant Financial Years:

(i)

[***]

(ii)

[***]

(iii)

[***]

(iv)

[***]

(v)

[***]

6.3.3

The Parties shall procure that each Budget (based on the amounts prepared under IFRS or or in a form comparable with the relevant IFRS Accounts) shall include the following in relation to the relevant Financial Year:

(i)

[***]

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

(ii)

[***]

(iii)

[***]

(iv)

[***] 

(v)

[***]

(vi)

[***] 

The Shareholders agree that the Company shall prepare and shall submit for each Board meeting (but no more than once a quarter) an updated forecast of the selected line items of the Budget based on the actual performance of the Group.

6.3.4

If in any Financial Year:

(i)

a Subsequent Business Plan is not approved, the expenditures section of the last approved Business Plan for the relevant upcoming Financial Year shall apply, save that each relevant item of expenditure shall be increased by no more than [***] unless and until the new Subsequent Business Plan is approved; and/or

(ii)

a Budget is not approved, the expenditures section of the previous Financial Year Budget shall continue to apply, save that each relevant item of expenditure shall be increased by no more than [***] unless and until the new Budget is approved.

(iii)

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

PART D – MANAGEMENT AND CONTROL 

7

Powers and duties of the Board of Directors

7.1

The Board shall be responsible for the supervision and overall management of the Business of the Group:

7.1.1

in accordance with the Business Plan and Budget; and

7.1.2

in the interests of the Shareholders collectively so as to maximise the Group’s equity value, without regard to the individual interests of any of the Shareholders.

7.2

The Board shall be responsible for deciding all matters in relation to the Business of the Group other than any Shareholder Reserved Matters.

7.3

The Board shall review all the information which the Management Team provides it in accordance with Clause 15.2 and shall ensure that the Management Team competently fulfil their duties in accordance with Clause 15.1.

8

Board Reserved Matters

8.1

Subject to the provisions of Clauses ‎24 and ‎25.2.2, the Shareholders shall procure so far as they lawfully can that no action is taken or resolution passed by the Company or any Group Company, and the Company shall not take, and shall procure that no Group Company shall take, any action in respect of those matters set out in Error! Reference source not found. (the “Board Reserved Matters”) without the prior written approval of:

8.1.1

(unless Sberbank Nominee is a Transferring Shareholder and Clause ‎25.2.2 applies) for so long as Sberbank (together with its Affiliates) holds:

(i)

[***] in the share capital of the Company or more, at least two Sberbank Directors; and

(ii)

less than [***] but more than [***] in the share capital of the Company, at least one Sberbank Director; and

8.1.2

(unless YNV is a Transferring Shareholder and Clause ‎25.2.2 applies) for so long as YNV (together with its Affiliates) holds:

(i)

[***] in the share capital of the Company or more, at least two YNV Directors; and

(ii)

less than [***] but more than [***] in the share capital of the Company, at least one YNV Director,

(the “Board Super Majority”). 

8.2

Once the Board has passed a resolution in relation to a Board Reserved Matter, the matter shall be referred to the Company or relevant Group Company (as the case may be) for implementation.

8.3

A series of related transactions shall be construed as a single transaction, and any amounts involved in the related transactions shall be aggregated, to determine whether a matter is a Board Reserved Matter.

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

9

Appointment of Directors

9.1

Number and identity of appointees

9.1.1

Unless the Principal Shareholders agree otherwise in writing, the Board shall comprise seven Directors.

9.1.2

Subject to Clause ‎10.3:

(i)

Sberbank Nominee shall appoint, for so long as Sberbank (together with its Affiliates) holds:

(a)

no less than [***] in the share capital of the Company or more:

(I)

one Director who is an Independent Director (the “Sberbank Independent Director”); and

(II)

two Directors who do not need to be Independent Directors (the “Sberbank Directors”);

(b)

less than [***], but no less than [***] in the share capital of the Company, the Sberbank Independent Director and one Sberbank Director; and

(c)

less than [***], but no less than [***] in the share capital of the Company, the Sberbank Independent Director;

(d)

less than [***], but no less than [***] in the share capital of the Company, one representative to attend all meetings of the Board in a nonvoting observer capacity. The Company shall give such observer copies of all notices, minutes, consents, and other materials that it provides to the Directors at the same time and in the same manner as provided to the Directors; provided, however, that such observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further that the Company reserves the right (subject to a decision of a simple majority of Directors) to withhold any information and to exclude such observer from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such observer is or becomes engaged (whether as a shareholder, employee or director) or interested in any business which is of the same type as the Core Business (other than any passive shareholding of not more than [***] of the outstanding shares of any company);

(ii)

YNV shall appoint, for so long as YNV (together with its Affiliates) holds:

(a)

no less than [***] in the share capital of the Company or more:

(I)

one Director who is an Independent Director (the “YNV Independent Director”); and

(II)

two Directors who do not need to be Independent Directors (the “YNV Directors”);

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

(b)

less than [***], but no less than [***]in the share capital of the Company, the YNV Independent Director and one YNV Director; and

(c)

less than [***], but no less than [***] in the share capital of the Company, the YNV Independent Director;

(d)

less than [***], but no less than [***] in the share capital of the Company, one representative to attend all meetings of the Board in a nonvoting observer capacity. The Company shall give such observer copies of all notices, minutes, consents, and other materials that it provides to the Directors at the same time and in the same manner as provided to the Directors; provided, however, that such observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further that the Company reserves the right (subject to a decision of a simple majority of Directors) to withhold any information and to exclude such observer from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such observer is or becomes engaged (whether as a shareholder, employee or director) or interested in any business which is of the same type as the Core Business (other than any passive shareholding of not more than [***] of the outstanding shares of any company);

(iii)

subject to Clause ‎9.1.2‎(iv), the Principal Shareholders shall procure that the CEO (as may change from time to time) shall always be appointed as a Director until completion of the Private Placement;

(iv)

following completion of the Private Placement:

(a)

the CEO shall resign and be removed from his position of Director; and

(b)

the Additional Investor shall appoint one Director.

9.1.3

From the date of this Agreement, the Board shall consist of:

(i)

Sberbank Directors: [***] and [***]

(ii)

Sberbank Independent Director: [***]

(iii)

YNV Directors: [***]and [***]

(iv)

YNV Independent Director: [***]; and

(v)

[***]

9.2

Competency of proposed Directors. Appointment Disputes

9.2.1

Where a Principal Shareholder (or the Additional Investor) is entitled to appoint a new Director in accordance with this Agreement or the Articles it shall:

(i)

take reasonable steps to ensure that its appointee is able to perform his/her duties competently; and

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

(ii)

at least [***] prior to the intended date of an appointment, (to the extent reasonably practicable) notify the other (or each) Principal Shareholder (and the Additional Investor, if applicable) of the name, qualifications, experience and intended date of appointment of the person it intends to appoint as a Director (except in the case of the first Directors named in Clause ‎9.1.3).

9.2.2

Any appointment of an Appointed Director by a Principal Shareholder (the “Appointing Shareholder”) (except in the case of the first Directors named in Clause ‎9.1.3) shall be subject to prior consent of the other Principal Shareholder (the “Consenting Shareholder”). If the Consenting Shareholder:

(i)

elects not to give its consent in respect of such appointment, the Consenting Shareholder shall, within [***] following receipt of the notice under Clause ‎9.2.1(ii), send a notice signed by its Chief Executive Officer (or in case where Sberbank Nominee is the Consenting Shareholder, the Chief Executive Officer of Sberbank) to the Chief Executive Officer of the Appointing Shareholder (or in case where Sberbank Nominee is the Appointing Shareholder, the Chief Executive Officer of Sberbank) setting out the reasons why consent in respect of such appointment is not given (the “CEO Notice”); or

(ii)

does not send the CEO Notice within [***] following receipt of the notice under Clause ‎9.2.1(ii), it shall be deemed to have consented to the appointment of the relevant Appointed Director.

9.2.3

If the Consenting Shareholder sends a CEO Notice under Clause ‎9.2.2(i), the Principal Shareholders shall, as soon as practicable following the date of the CEO Notice, refer the relevant dispute in respect of appointment of the Appointed Director (the “Appointment Dispute”) to the Chief Executive Officers of the Principals.

9.2.4

If the Chief Executive Officers of the Principals are unable to reach agreement on the Appointment Dispute within [***] of it being referred to them, the Appointing Shareholder shall send a notice to the Consenting Shareholder setting out the names of three alternative candidates to the position of an Appointed Director, including their qualifications, experience and intended date of appointment. If the Consenting Shareholder:

(i)

notifies the Appointing Shareholder of its choice in favour of one of the three candidates within [***] following the date of such notice from the Appointing Shareholder, the relevant chosen candidate shall be appointed as the Appointed Director; or

(ii)

does not notify the Appointing Shareholder of its choice in favour of any of the candidates within [***] following the date of such notice from the Appointing Shareholder, the Appointing Shareholder shall be free (by sending a notice to the Consenting Shareholder and the Company) to appoint any of the relevant three candidates as the Appointed Director,

and, in each case, the relevant Appointment Dispute shall be deemed to have been resolved.

9.3

Other directorships. Conflict of interest

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

Each Director shall declare himself/herself free from any conflict of interests relevant in his/her capacity as a Director and shall disclose to the Board information on any his/her engagement (whether as a shareholder, director, employee or otherwise) or Interest in any business which is of the same type as the Core Business:

9.3.1

upon his/her appointment as a Director, in the case of any such engagement or Interest held at the time of appointment; or

9.3.2

as soon as reasonably practicable, but in any event no later than at the next Board meeting, in the case of any new engagement or Interest during their period of service with the Company.

10

Replacement and removal of Directors

10.1

A Director may be removed as a director of the Company at any time:

10.1.1

subject to Clause ‎10.3, by notice in writing to the Company by the Principal Shareholder or the Additional Investor (as the case may be) who appointed him/her;

10.1.2

by notice in writing to the Company by any Principal Shareholder where such Director is an Unsuitable Director; or

10.1.3

subject to Clause ‎10.3, if he/she becomes engaged (whether as a shareholder, director, employee or otherwise) or interested in any business which is of the same type as, or substantially similar to, the Core Business (other than any passive shareholding of not more than three per cent. of the outstanding shares of any company), by a simple majority of the Board upon a request from any Principal Shareholder,

and the Principal Shareholder (or the Additional Investor, as applicable) that appointed such Director shall promptly remove such Director from his/her position and shall promptly appoint another Director in his/her place in accordance with Clause ‎9 and the Articles.

10.2

A Principal Shareholder (or the Additional Investor, as applicable) whose appointee has either been removed or has resigned as a Director shall fully indemnify and hold harmless the other Shareholders and the Group against all Losses incurred by the other Shareholders and/or the Group in respect of any claim made as a result of the removal or resignation of the Director.

10.3

Subject to Clause ‎10.1.2, no Director (whose name is set out in Clause ‎9.1.3) may be removed or replaced, prior to the earlier of:

10.3.1

the [***] anniversary of Closing; or

10.3.2

the date which is [***] from completion of a Private Placement,

unless:

10.3.3

the Principal Shareholders agree otherwise;

10.3.4

in the event of such Director’s death or incapacity; or

10.3.5

in the case of the CEO:

(i)

where the CEO has been replaced in accordance with this Agreement (and a new CEO is to be appointed as a Director under Clause ‎9.1.2(ii)(d)); or

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

(ii)

the Additional Investor becomes entitled to appoint a Director under Clause ‎9.1.2(iv)(b).

11

Chair

11.1

The Chair shall chair all meetings of the Board at which he/she is present but shall not have a casting vote. The Chair shall ensure that all relevant papers for any Board meeting are properly circulated in advance and that all such Board meetings are quorate.

11.2

The Board shall decide by majority vote who shall act as Chair.

11.3

Board meetings shall be chaired by the Chair if he/she is present. If the Chair is not present at any Board meeting, the Directors present may appoint any one of their number to act as Chair for the purpose of the meeting.

12

Director remuneration 

Any Director who incurs expenses in fulfilling their duties as a Director shall be entitled to have such reasonable expenses reimbursed by the Company. Otherwise (but without prejudice to any remuneration payable to a Director in respect of executive duties carried out under any separate service agreement with the Group) the Directors (other than Independent Directors) shall not be entitled to receive any remuneration by way of salary, commission, fees or otherwise in relation to the performance of their duties as Directors. The remuneration of the Independent Directors shall be subject to decision of the Principal Shareholders.

13

Board meetings

13.1

Frequency

The Board shall decide how often Board meetings shall take place provided that:

13.1.1

they are held at least [***] unless the Board Super Majority agrees otherwise; and

13.1.2

any Director or the CEO may convene a Board meeting on notice in accordance with Clause ‎13.3.1.

13.2

Place

13.2.1

All Board meetings shall be held in Amsterdam, unless the majority of Directors agree otherwise, taking into account the respective Tax considerations of the Group and each of the Principal Shareholders and their Affiliates.

13.2.2

Any one or more Directors may participate in and vote at meetings of the Board through the medium of telephone conference or a similar form of communication equipment provided that all persons participating in the meeting are able to hear and speak to each other throughout the meeting and the meeting is initiated in the Netherlands. A Director so participating shall be deemed to be present in person at the meeting and shall be counted in the quorum. Such a meeting shall be deemed to take place where the largest group of those participating is assembled or, if there is no such group, where the Chair is present.

13.2.3

In the case of a Board action by written circular resolution, any Director may vote by returning such circular resolution, duly completed and signed, to such person as is

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

designated by the Chair within five (5) Business Days from the date on which such circular resolution is distributed. A circular resolution shall be considered duly taken in respect of any resolution if Directors representing a quorum exercise their vote (whether in favour, against or by way of abstention) in respect of such resolution in a written resolution duly completed and returned in accordance with this Clause ‎13.2.3.

13.3

Notice/agenda

13.3.1

[***] notice by email or courier shall be given to each of the Directors of all Board meetings, except where a Board meeting is adjourned under Clause 13.4 or where a Board Super Majority agree to a shorter notice period and all the Directors are notified of the shorter notice period. 

13.3.2

[***] of the date of such notice, any Shareholder or Director may propose an item for inclusion in the agenda together with a related resolution to be proposed at such Board meeting.

13.3.3

[***] before a meeting, a reasonably detailed agenda shall be sent to each of the Directors by email or courier which shall:

(i)

specify whether any Board Reserved Matters are to be considered; and

(ii)

be accompanied by any relevant papers.

13.3.4

Each Principal Shareholder (or the Additional Investor, as applicable) shall use its reasonable endeavours to ensure that at least one Director appointed by it attends each Board meeting.

13.3.5

Any Director may invite a member of the Management Team to attend a meeting of the Board unless such meeting is to discuss any such person’s remuneration, appraisal or performance.

13.4

Quorum

13.4.1

Without prejudice to Clause ‎8 and subject to Clauses ‎5.3.2 and ‎25.2.2, the quorum at a Board meeting shall be four Directors, including:

(i)

(unless Sberbank Nominee is a Transferring Shareholder and Clause ‎25.2.2 applies) for so long as Sberbank (together with its Affiliates) holds at least 11.25 per cent. of the share capital of the Company, at least one Sberbank Director, and

(ii)

(unless YNV is a Transferring Shareholder and Clause ‎25.2.2 applies) for so long as YNV (together with its Affiliates) holds at least 11.25 per cent. of the share capital of the Company, at least one YNV Director.

13.4.2

If a quorum is not present within half an hour of the time appointed for the meeting or if a quorum ceases to be present during the course of the meeting, the Director(s) present shall adjourn the Board meeting to a specified place and time not less than [***] after the original date, where the quorum shall be any four Directors (for the avoidance of doubt, without prejudice to Clause ‎8).

13.4.3

Notice of the adjourned Board meeting shall be given to all of the Directors.

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

13.5

Voting. Resolutions. Minutes

13.5.1

Subject to the other provisions of this Agreement (including Clause ‎8.1):

(i)

at any Board meeting each Director shall have one vote, save for, for the whole duration of an Appointment Dispute, the Appointed Director(s) of the Appointing Shareholder shall always have the same number of votes as all Appointed Directors of the Consenting Shareholder; and

(ii)

decisions at Board meetings shall be taken by a simple majority of the votes of all Directors.

13.5.2

Minutes of each Board meeting and copies of all resolutions of the Board shall be circulated to each Director. Simultaneous notes of any meeting of the Board shall be made by a person present at such meeting designated by the Chair.

14

Committees of Directors

14.1

Any Board committee shall always be constituted by the Board on the following basis:

14.1.1

for so long as a Principal Shareholder (together with its Affiliates) holds at least [***] of the share capital of the Company, it shall be entitled to appoint at least one member to each Board committee; and

14.1.2

for so long as YNV (together with its Affiliates) holds at least [***] of the share capital of the Company, YNV shall be entitled to appoint a majority of members to each of the Board committees.

14.2

The Principal Shareholders shall procure that the Board shall constitute the Compensation Committee as soon as practicable following the date of this Agreement consisting of the following members:

14.2.1

[***];

14.2.2

[***] and

14.2.3

[***]

14.3

For so long as a Principal Shareholder (together with its Affiliates) holds at least [***]

14.4

of the share capital of the Company, the quorum for the Compensation Committee meeting shall include at least one member appointed by such Principal Shareholder.

14.5

Decisions of the Compensation Committee shall be taken by a simple majority, provided that if a Sberbank Nominee member does not vote in favour of any decision of the Compensation Committee, the relevant matter shall be decided by the Board and the Principal Shareholders shall procure that no Group Company shall take any action in respect of such matter until the relevant Board decision.

15

Management Team. Corporate secretary

15.1

Authority and accountability of the Management Team

The day-to-day affairs of the Group, including relevant business and operational matters, shall be run by the Management Team under the supervision of the Board: 

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

15.1.1

in accordance with the Business Plan and Budget; and

15.1.2

subject to applicable Law, in the interests of the Shareholders collectively so as to maximise the Group’s equity value, without regard to the individual interests of any of the Shareholders,

provided that the Management Team shall not take any decision in relation to (a) any of the Shareholder Reserved Matters without the prior approval of both Principal Shareholders and (b) any of the Board Reserved Matters without the prior approval of a Board Super Majority. For the avoidance of doubt (and without prejudice to Clause ‎5.17), the Management Team shall only report to, and take direction from, the Board (acting collectively as the Board) and not either Principal Shareholder directly or any individual member of the Board.

15.2

CEO to provide information to the Board

The CEO shall provide information to the members of the Board on an equal and timely basis and shall not separately disclose information relating to the Business to any Shareholder or any Affiliate of a Shareholder or any other person unless required by the Laws and then only after informing the Board and the Shareholders (unless legally prohibited from doing so) of the requirement to make such disclosure.

15.3

Pre-Agreed Deputies

As soon as reasonably practicable following the date of this Agreement (and following any removal of any of the CEO and CFO), the Principal Shareholders shall agree on the Pre-Agreed Deputies for each of the CEO and CFO.

15.4

Corporate secretary

The Board may delegate certain authorities in relation to operation of the day to day affairs of the Company to a corporate secretary of the Company (save for any Board Reserved Matter).

15.5

Conflicts of interest policy

The Principal Shareholders shall instruct their respective Appointed Directors to consider the adoption by the Board of a policy setting out conflict of interest and non-competition rules applicable to officers of the Group Companies.

16

Meetings of Shareholders

General meetings of Shareholders (algemene vergadering van aandeelhouders) of the Company shall be held at least once per calendar year and shall take place in accordance with the applicable provisions of the Articles, including the following provisions:

16.1

the quorum shall be one duly authorised representative of each Principal Shareholder;

16.2

each Principal Shareholder shall be notified at least [***] in advance of the time, date and place for the meeting;

16.3

the notice of meeting shall set out an agenda identifying in reasonable detail the matters to be discussed;

16.4

the chairman of the meeting shall not have a casting vote; and

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

16.5

meetings may be held by video, teleconference and other electronic conferencing means and the persons convening the meetings shall use reasonable endeavours to ensure they are held at locations reasonably convenient for all Principal Shareholders.

17

Shareholder Reserved Matters

17.1

Shareholders meetings shall be governed by this Agreement, the Articles and the Laws.

17.2

Subject to Clause ‎25.2.2, the Shareholders shall procure, as far as they lawfully can, that no action is taken or resolution passed by the Company or any Group Company, and the Company shall not take, and shall procure that no Group Company shall take, any action, in each case, in respect of the matters listed in Error! Reference source not found. (“Shareholder Reserved Matters”), without the prior written approval of all the Principal Shareholders.

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

PART E – PRIVATE PLACEMENT

18

Private Placement

18.1

The Parties shall use their commercially reasonable efforts to procure that by the date which is [***] following Closing (or such later date as the Board may unanimously agree) (the “Realisation Date”), a third party (the “Additional Investor”) will have subscribed for a minority stake in the share capital of the Company (the “Private Placement”) subject to the following key terms and conditions of the Private Placement:

18.1.1

subscription for cash;

18.1.2

pre-money valuation of the Group being not less than the post-money valuation of the Group immediately following Closing; and

18.1.3

the Additional Investor shall adhere to the terms of this Agreement by executing the Deed of Adherence and shall have the following rights and obligations:

(i)

shares to be issued to the Additional Investor shall have the same voting rights (other than in respect of appointment of Directors) and dividend rights as the Sberbank Shares and the YNV Shares; and

(ii)

the Additional Investor shall be entitled to appoint one Director (in accordance with Clause ‎9.1.2(iv)(b)).

18.2

The Parties acknowledge that it is the Shareholders’ and the Company’s preference that the Additional Investor shall be a strategic investor, rather than a financial investor. The Parties further acknowledge that, in the [***], they shall use all commercially reasonable efforts to attract a strategic investor, rather than a financial investor, as the Additional Investor. In the event that a strategic investor does not subscribe for Shares within [***], then the Parties shall use their commercially reasonable efforts to attract a financial investor as the Additional Investor instead.

18.3

Within [***], the Principal Shareholders shall choose and engage (on behalf of the Company) such professional investment advisers as they consider appropriate in relation to achieving and completing the Private Placement, and the Parties further acknowledge and agree that the Company (and not the Shareholders) shall bear any and all costs of such advisers in such circumstances.

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

PART F – MANAGEMENT INCENTIVES

19

Stichting matters

19.1

Issue of Stichting Shares

The Parties agree that any further issue of any Shares to Stichting shall be subject to prior approval by the Principal Shareholders or the Board Super Majority, unless the Incentive Programme provides otherwise.

19.2

Redemption of Stichting Shares

The Board may at any time decide by a simple majority of votes that any portion of Stichting Shares held by Stichting in respect of which no DRs have been issued shall be redeemed (or cancelled) by the Company, in which case the Shareholders shall procure that all corporate decisions are taken in order to carry out such redemption (or cancellation).

19.3

Incentive Programme

Without prejudice to Clause ‎19.4, the Parties shall procure that:

19.3.1

the Group Companies shall comply with the Incentive Programme; and

19.3.2

no changes are made to the Incentive Programme without a prior written approval of both Principal Shareholders.

19.4

Stichting obligations

Stichting shall:

19.4.1

exercise voting rights in respect of any Stichting Share only following issue of a DR in respect of such underlying Stichting Share and:

(i)

in case of any Stichting Shares underlying a DR that may:

(a)

have been issued in accordance with the Subscription Agreement; or

(b)

be issued under any [***],

or as otherwise expressly approved by the Board (as a Board Reserved Matter), at the direction of the holder of such DR; and

(ii)

in case of any other Stichting Shares, in the same proportions as all other Shares are voted by the other Shareholders;

19.4.2

not issue any DRs without the prior written consent of the management board of Stichting, which shall be appointed by the Board;

19.4.3

not register any transfer of any DRs without the prior written consent of the Compensation Committee; and

19.4.4

take all such actions as may be required from time to time to give effect to this Agreement and the Incentive Programme.

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

PART G – COMPANY FINANCE 

20

Distributions

20.1

The declaration and payment of distributions to the Shareholders shall be decided by the Board in accordance with the Dividend Policy and subject to the requirements of the Laws. 

20.2

For the avoidance of doubt, no Stichting Share shall be entitled to receive any distribution payable to Shareholders unless a DR has been issued in respect thereof.

21

Additional finance for the Company

21.1

Preemptive rights

21.1.1

Issues of Shares

(i)

Subject to Clause ‎26, any allotment of Shares proposed to be made by the Company and approved in accordance with this Agreement (such Shares being called “Additional Securities”) shall first be offered for subscription to the Principal Shareholders in the proportion that the number of Shares for the time being held by each Principal Shareholder bears to the total number of such Shares in issue held by both Principal Shareholders. Such offer shall be made by notice in writing specifying the number of Additional Securities to which the relevant Principal Shareholder is entitled and the subscription price per Share (the “Subscription Price”) and limiting a time (being not less than three weeks) beyond which the offer (if not accepted) shall be deemed to have been declined. Such offers are not transferable other than to an Affiliate of a Principal Shareholder (provided that, in case such Affiliate subscribes for any Additional Securities, Clause ‎22.3 shall apply mutatis mutandis), cannot be split or consolidated and can be accepted in full or in part. A Principal Shareholder who accepts the offer in full shall be entitled to indicate that it would accept, on the same terms, the Additional Securities (specifying a maximum number of parcels) which have not been accepted by the other Principal Shareholder (“Excess Additional Securities”). 

(ii)

A Principal Shareholder which does not accept the offer in respect of all or a portion of its respective portion of the Additional Securities shall be deemed to have waived its pre-emptive rights (as set out in this Agreement, in the Articles or otherwise) with respect to all or that portion of the Additional Securities set out in the offer which the Principal Shareholder did not accept.

(iii)

Any Excess Additional Securities shall be allotted to the Principal Shareholder who has indicated it would accept Excess Additional Securities (provided that no Principal Shareholder shall be allotted more than the maximum number of Excess Additional Securities such Principal Shareholder has indicated it is willing to accept).

(iv)

Clause ‎21.1.1‎(i) shall not apply to:

(a)

any allotment of Additional Securities proposed to be made by the Company to an employee or proposed employee if such allotment is made pursuant to an agreement, plan or program which has been

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

approved by the Principal Shareholders or the Board Super Majority; or

(b)

any allotment of Additional Securities which are to be issued and allotted in connection with any merger, consolidation or amalgamation of the Company which has been approved by the Principal Shareholders.

21.1.2

Failure to subscribe for Additional Securities

If a Principal Shareholder (or its Affiliate, as applicable) (the “Non-contributing Shareholder”) has accepted the offer to subscribe for Additional Securities pursuant to Clause ‎21.1.1(i) and thereafter fails to complete such subscription and to pay the relevant subscription amount (the “Outstanding Amount”) on the completion date set by the Company therefor, the other Principal Shareholder shall be entitled to:

(i)

subscribe for its portion of Additional Securities at the Subscription Price; and 

(ii)

(in its sole discretion) elect to subscribe for up to the number of Shares calculated on the basis of the following formula:

[***],

[***]

21.1.3

In the event that any Principal Shareholder becomes precluded from subscribing for any Additional Securities pursuant to this Clause ‎21.1 as a result of any sanctions introduced after the date of this Agreement against the other Principal Shareholder, the Principal Shareholders shall enter into good faith discussions on available alternative solutions in respect of financing to be provided to the Group.

21.2

Debt finance

21.2.1

If at any time the Board determines that the Group needs additional debt finance, the Company shall invite Sberbank, in its absolute discretion, to make an offer to provide such finance and, provided such offer is on terms at least equivalent (taken as a whole) to the best terms offered by any third party lenders, the Group shall procure such debt finance from Sberbank.

21.2.2

The Parties agree that, subject to Clause ‎21.1, there is no obligation on the Principal Shareholders to provide any further financing to the Group.

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

PART G – EXIT

22

Transfers

22.1

General prohibition on disposal of Shares during Lock-up Period

A Principal Shareholder may not Transfer any of its Shares or any Interest in Shares:

22.1.1

[***] (the “Lock-up Period”), to any person, other than with the prior consent of the other Principal Shareholder, unless Clause ‎22.3 provides otherwise; and

22.1.2

following expiry of the Lock-up Period, unless permitted or required to do so under Clause ‎22.3 or ‎22.4.

22.2

General prohibition on disposal of Stichting Shares

Stichting may not Transfer any of the Stichting Shares or any Interest in Stichting Shares to any person at any time, other than:

22.2.1

with the prior written consent of the Principal Shareholders;

22.2.2

in accordance with the Incentive Programme; or

22.2.3

if required to do so under Clause ‎22.4.4.

22.3

Transfer to Group Members

A Principal Shareholder (the “Transferor”) may at any time Transfer its Shares (together with any rights (including rights accrued) and obligations in respect of such Shares) to, in the case of YNV, any companies directly or indirectly controlled by YNV from time to time; and in the case of Sberbank Nominee, Sberbank and any companies directly or indirectly controlled by Sberbank from time to time, (in each case, a “Transferee”) on giving prior notice to the other Principal Shareholder, copied to the Company, provided that:

22.3.1

all consents, clearances, approvals or permissions necessary to enable the Transferor and/or the Transferee to be able to complete a transfer of Shares pursuant to this Clause 22.3 under the rules or regulations of any governmental, statutory or regulatory body in those jurisdictions where the Transferor, the Transferee, the Company or any of their Affiliates carries on business, have been or are received prior to the Transfer being effected;

22.3.2

the Transferor (but not a subsequent transferor in a series of Transfers) shall remain party to this Agreement and shall be jointly and severally liable with the Transferee under this Agreement as a Principal Shareholder in respect of the transferred Shares;

22.3.3

the Transferee shall, and the Transferor shall procure that the Transferee shall, retransfer its Shares to the Transferor or another permitted Transferee of the Transferor immediately if the Transferee ceases to be a member of the Transferor’s group; and

22.3.4

the Transferor and the Transferee shall bear all costs, expenses and Taxes associated with any Transfer made pursuant to this Clause ‎22.3.

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

22.4

Transfer to a third party following expiry of the Lock-up Period

22.4.1

Written offer from a third party/right of first refusal

Without prejudice to Clause ‎22.3, following expiry of the Lock-up Period, a Principal Shareholder (the “Transferring Shareholder”) may Transfer all or part of its Shares (together with any rights accrued in respect of such Shares) (the “Transfer Shares”) only if it receives a bona fide offer for such Transfer Shares (the “Third Party Offer”) from a bona fide third party (acting as a principal) which is not a Restricted Transferee (the “Offeror”) which:

(i)

states whether the Third Party Offer is for all or part (specifying the number) of the Transferring Shareholder’s Shares;

(ii)

does not provide for any financing or similar conditions precedent to acquisition of the Transfer Shares;

(iii)

includes (a) a confirmation that the Board of Directors of the Offeror has approved the Third Party Offer and (b) confirmation that the Offeror has readily available cash for the acquisition of the Transfer Shares, or a comfort letter from a reputable bank or any other evidence demonstrating to the reasonable satisfaction of Sberbank that the Offeror would be able to complete the acquisition of the Transfer Shares;

(iv)

states the price of the Third Party Offer which shall be for cash consideration (the “Third Party Offer Price”);

(v)

contains all material terms and conditions (including the intended completion date of the offer); and

(vi)

includes an offer to acquire:

(a)

such portion (the “Tag Portion”) of Shares held by the other Principal Shareholder (the “Remaining Shareholder”) as reflects, as nearly as possible, the number of the Transfer Shares as a proportion of the total number of Shares held by the Transferring Shareholder; and

(b)

where the Offeror intends to acquire (from one or more Transferring Shareholders) more than [***] of the share capital of the Company, in addition to the Tag Portion, all other Shares held by the Remaining Shareholder,

at the same cash price as, and on no less favourable terms than, the Transfer Shares (a “Tag-along”).

The Principal Shareholders shall procure that the Company shall reasonably cooperate with any Principal Shareholder in order to facilitate a Third Party Offer (at the cost of such Principal Shareholder).

22.4.2

Issue of Transfer Notice to the Remaining Shareholder

If a Principal Shareholder receives a Third Party Offer which it wishes to accept, a Transferring Shareholder shall issue a notice (the “Transfer Notice”) to the Remaining Shareholder, copied to the Company, containing notification of the Third Party Offer (including the name of the Offeror, the price offered for the Transfer

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

Shares and all material terms and conditions of the Third Party Offer) and upon issuing such Transfer Notice, the Transferring Shareholder shall:

(i)

be deemed to make an offer to sell the Transfer Shares to the Remaining Shareholder (the “Offer”) at the same cash price and on no less favourable terms and conditions than those set out in the Third Party Offer; and

(ii)

provide confirmation that:

(a)

the Company shall be the agent of the Transferring Shareholder for the sale of the Transfer Shares; and

(b)

the Remaining Shareholder may elect to proceed in accordance with one of the options in Clause ‎22.4.3.

22.4.3

Choices open to the Remaining Shareholder

The Remaining Shareholder who receives a Transfer Notice may do one of the following:

(i)

Accept the Offer

(a)

Before the expiry of the period of [***] (the “End Date”), if the Remaining Shareholder wishes to buy the Transfer Shares at the Third Party Offer Price it shall send a notice to the Transferring Shareholder, copied to the Company, accepting the Offer (the “Acceptance Notice”). An Acceptance Notice shall be irrevocable. If the Remaining Shareholder does not wish to accept the Offer it may either send a notice to the Transferring Shareholder, copied to the Company, by the End Date declining the Offer or do nothing in which case it shall be deemed to have declined the Offer. 

(b)

If the Transferring Shareholder:

(I)

has received from the Remaining Shareholder a notice declining the Offer; or

(II)

has not received the Acceptance Notice from the Remaining Shareholder on or prior to the End Date,

the Transferring Shareholder shall then be free to accept the Third Party Offer and enter into legally binding documents to sell the Transfer Shares to the Offeror [***] at the Third Party Offer Price and on terms being no more favourable than those of the Third Party Offer, provided that the Offeror enters into a Deed of Adherence in the form required by this Agreement.

(c)

The sale and transfer of the Transfer Shares to the Remaining Shareholder shall be completed in accordance with Clause ‎25 and the terms and conditions of the relevant Transfer. In the event of any conflict between the provisions of Clause ‎25 and the terms and conditions of the relevant Transfer, the former shall take precedence.

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

(ii)

Tag-along

(a)

If the Remaining Shareholder wishes to sell some or all of the relevant portion of its Shares pursuant to Clause ‎22.4.1(vi) it shall send a notice to the Transferring Shareholder by the End Date, copied to the Company, electing in its sole discretion to sell the Tag Portion of or, (where Clause ‎22.4.1(vi)(b) applies) at the sole discretion of such Remaining Shareholder, some or all of its Shares (the “Tag-along Shares”) to the Offeror at the same cash price as, and on no less favourable terms than, those contained in the Third Party Offer.

(b)

The Transferring Shareholder shall then be prohibited from selling the Transfer Shares to the Offeror unless the Offeror agrees to purchase the Tag-along Shares at the same time, at the same cash price as and on no less favourable terms than those contained in the Third Party Offer.

(c)

In the event that the Transferring Shareholder fails to comply with the terms of this Clause ‎22.4.3‎(ii) (the “Tag-along Default”), the Remaining Shareholder shall be entitled to give notice (the “Tag-along Default Notice”) within [***] of the Tag-along Default occurring, requiring the Transferring Shareholder to purchase all of the Tag-along Shares held by the Remaining Shareholder at the same cash price as, and on no less favourable terms than, the Transfer Shares, and the Transferring Shareholder shall be obligated to complete such purchase within [***] following receipt of such Tag-along Default Notice.

22.4.4

Drag-along

(i)

Subject to the right of the Remaining Shareholder under Clause ‎22.4.3(i) to exercise its right of first refusal, if the Transferring Shareholder(s) (the “Dragging Shareholder”) accepts the Third Party Offer and, as a result, the Offeror (together with any Person Acting In Concert with it) will acquire [***] of the share capital of the Company,  then [***] Business Days of the date on which the Dragging Shareholder accepts the Third Party Offer the Offeror or the Dragging Shareholder may serve a notice (the “Drag-along Notice”) (in accordance with Clause ‎22.4.4‎(ii)) on each other Shareholder (the “Dragged Shareholder”) requiring it to sell to the Offeror such portion of Shares held by such Dragged Shareholder as reflects, as nearly as possible, the number of the Transfer Shares as a proportion of the total number of Shares held by the Dragging Shareholder (the “Drag-along Shares”) on the same terms and conditions as the Third Party Offer (the “Drag-along Exit”).

(ii)

The Drag-along Notice shall specify:

(a)

that each of the Dragged Shareholders is required to sell all its Drag-along Shares;

(b)

the name of the Offeror;

(c)

the cash price per a Drag-along Share, which shall be no less than the cash price per Share to be sold by the Dragging Shareholder(s); and

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

(d)

the proposed date of completion of the Drag-along Exit.

(iii)

The Drag-along Notice shall be accompanied by copies of all documents to be executed by the Dragged Shareholders to give effect to the sale of the Drag-along Shares.

(iv)

Each Dragged Shareholder, upon receipt of the Drag-along Notice and accompanying documents, shall be obliged to:

(a)

sell all its Drag-along Shares (including giving warranties as to its title to its Drag-along Shares and its capacity to transfer the Drag-along Shares) on the date of completion of the Drag-along Exit;

(b)

return to the Dragging Shareholders, by no later [***] prior to the anticipated date of completion of the Drag-along Exit, the duly executed documents, all of which shall be held against payment of the aggregate consideration due; and

(c)

bear an amount of any costs of a Drag-along Exit in the same proportion as the consideration for its Drag-along Shares bears to the aggregate consideration for all Shares to be paid in connection with the Drag-along Exit.

(v)

Completion of any transfer pursuant to this Clause ‎22.4.4 shall take place at the same time as completion of the transfer of the Transfer Shares. In order to effect such completion, the Offeror shall transfer the purchase price for the Drag-along Shares to the Company, to receive and hold on behalf of each Dragged Shareholder, and each Dragged Shareholder shall deliver duly executed instrument(s) for share transfer (including a duly executed deed of transfer or a power of attorney authorising the execution of a deed of transfer on its behalf) for the Drag-along Shares to the Company. The Company’s receipt of the purchase price as agent on behalf of each Dragged Shareholder shall be a good discharge to the Offeror who shall not be bound to see to the application of those moneys. The Company shall hold the purchase price in trust for each Dragged Shareholder without any obligation to pay interest. If any Dragged Shareholder fails to deliver its duly executed instrument(s) for share transfer for its Drag-along Shares to the Company by completion, the Directors shall authorise any Director to transfer such Drag-along Shares on behalf of such Dragged Shareholder to the Offeror to the extent the Offeror has, by completion, put the Company in funds to pay the purchase price. The Directors shall then authorise registration of the transfer.

22.4.5

Failure to transfer

If a Transferring Shareholder, a Remaining Shareholder or a Dragged Shareholder does not comply with its sale or purchase obligations in this Clause ‎22, then the provisions of Clause ‎25.2 shall apply.

22.4.6

Failure of third party to complete sale

If the Offeror fails to acquire the Transfer Shares in accordance with this Clause ‎22, then the procedures set out in this Clause ‎22 shall be complied with in full in respect of each new or revised offer, whether by the same Offeror or not.

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.

 

23

Default

If a Shareholder (the “Defaulting Shareholder”) commits a breach of this Agreement, any other Shareholder (the “Non-defaulting Shareholder”) may serve a notice upon the Defaulting Shareholder specifying the breach and requiring the Defaulting Shareholder immediately to stop the breach and, to the extent possible, to make good the consequences of the breach within [***]. Where the breach has prejudiced the Non-defaulting Shareholder, it may seek an immediate remedy of an injunction, specific performance or similar order to enforce the Defaulting Shareholder’s obligations. This does not affect the Non-defaulting Shareholder’s right subsequently to claim damages or other compensation for breach under applicable Laws.

24

Deadlock

24.1

Circumstances leading to deadlock

24.1.1

Unless Clause ‎24.2.2(ii) applies, if the Board has not passed a resolution in respect of any Board Reserved Matter which has been put to it two or more times in accordance with this Agreement and the Articles, in each case either because the Board Super Majority has not voted in favour of it or because the relevant Board meetings have been adjourned for the lack of a quorum, then such Board Reserved Matter shall no longer require approval by the Board Super Majority, and will instead only require the unanimous consent of both the Sberbank Independent Director and the YNV Independent Director.

24.1.2

If the Sberbank Independent Director and the YNV Independent Director are unable to reach agreement on a matter referred to them under Clause ‎24.1.1 within 15 Business Days of that matter being referred to them, then any Director may refer the matter for discussion between the Principal Shareholders.

24.1.3

If:

(i)

the Principal Shareholders are unable to reach agreement on any matter referred to them under Clause ‎24.1.2 within [***] of that matter being referred to them; or

(ii)

the Principal Shareholders have not passed a resolution in respect of any Shareholder Reserved Matter which has been put to them two or more times in accordance with this Agreement and the Articles, either because the requisite majority has not voted in favour of it or because three or more consecutive meetings of Shareholders have been adjourned for the lack of a quorum,

the matter or resolution shall be a “Deadlock Matter”.

24.2

Referral to chief executive officers for resolution

24.2.1

The Principal Shareholders shall as soon as practicable refer the Deadlock Matter to the Chief Operating Officer of YNV and Sberbank First Deputy Chief Executive Officer for resolution (the “Deadlock Appointees”). 

24.2.2

If:

 

Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.