The full text of the letter from the company’s management, which Yandex employees received today

The full text of the letter from the company’s management, which Yandex employees received today

On February 5, 2024, all Yandex employees received a letter from the management explaining the situation regarding the agreement between Yandex NV and a consortium of investors to sell Yandex for 475 billion rubles.

The full text of the letter from the company’s management, which Yandex employees received today.

Children, hello!

Today we talked about changes in the structure of Yandex. These changes are described in detail in the press release, and here we want to explain what exactly they mean for all of us.

2022 has made it clear that the structure in which “the largest IT company in Russia” is registered in the Netherlands and owned by Western shareholders is no longer sustainable and will have to be changed. We will not list all the content and technical problems we encountered; their list is almost endless. But at all stages of this difficult path, our main task was to make changes so as not to destroy the essence and basic properties of Yandex.

What are these properties?

1. Private company

All 26 years, “Yandex” remained a private company, for which success was measured by long-term efficiency and sustainability of business. Our achievements and failures directly depend on the decisions we make and the quality of the services we create. Without this property, we would not be able to compete on an equal footing with the largest international players. Our private status is one of the fundamental foundations of Yandex.

2. Public company

Public companies whose shares are traded on stock exchanges have a number of important features. The first is transparency: their decisions and actions should be understood not only internally, but also externally, and financial reporting and any significant changes should be public.

The second feature is instant feedback. Investors who invested in the company’s shares instantly react to its actions. This implies a special level of responsibility and allows you to track your own successes and failures in almost real time.

Publicity is the highest degree of self-control and the best insurance against ill-advised steps and decisions.

If you are transparent, you are trusted.

3. An independent company

Yandex services are used by hundreds of millions of people in dozens of countries around the world. They have different views, habits, beliefs and ways of life. We were able to win their trust because from the beginning we were a company for everyone — neutral, equidistant and independent. This property is very difficult to maintain, especially when the world is polarized, but we are convinced that it is critically necessary when creating mass services.

4. Own culture and free creative environment

Over the years, Yandex has built a culture based on trust and transparency, openness and honesty, celebration of common sense and meritocracy, freedom of creativity and the ability to admit and forgive mistakes. We are sure that miracles can be born and breakthroughs can occur only in such an atmosphere.

Arkady has always defended these properties of “Yandex” and now we continue to defend them. It is not only our fixed beliefs that help us
in the Company’s Principles, but also the specific corporate and legal mechanisms provided for in the new structure for the protection of each of the properties. For example, none of the new owners will have full control over the company. At the shareholder level, this saves us space for discussions and debates and allows us to make the best decisions possible.

Why is the “Fund of Managers” needed?

As you remember, Arkady had special “super votes” at the shareholder level. They did not in any way limit the rights of other shareholders in economic matters, but they gave Arkady the opportunity to “outvote” them in situations when he felt a threat to the fundamental principles of “Yandex”.

While developing the restructuring plan, we sought to at least partially preserve this mechanism. This is how a new entity was born – “Fund of Managers”.

The fund, which will include several people from the current management team of “Yandex”, will receive its own “super votes” – special rights that will operate both at the level of the Board of Directors and at the shareholder level. They can be used when voting on special issues – these are major organizational changes and agreements, the budget and other important decisions.

Such a set of management rights is an extraordinary case in the history of Russian corporate governance. “Supervoices” are quite a common thing in themselves: they are used in many IT companies, where the founders have kept important roles for themselves. It is unusual that in Yandex this prerogative passed from the founder to the management team. This is an important achievement.

***

And finally.

We manage to find and implement such unique solutions only because “Yandex” is a place where there is an independent creative and intellectual life. As long as we maintain these qualities, our story continues.

Company management 🙂

Earlier it became known that the public limited liability company “Yandex NV” located in the Netherlands. (Yandex NV – the parent company of “Yandex”) concluded an agreement to sell “Yandex” for 475 billion rubles to a consortium of investors and will cease to be the main company. The company’s statement says that Yandex will remain a private, independent and public organization after the restructuring. Artem Savinovsky will remain the general director of Yandex. “Yandex” will retain the businesses, services and assets of the Yandex NV group, with exceptions
foreign startups (Nebius, Toloka, Avride and TripleTen) and a data center in Finland. Yandex will grant Yandex NV limited rights to use part of its technologies until the end of 2024.

The mass media found out that the first part of the agreement on the sale of a controlling stake in the Russian business of “Yandex” is planned in yuan. In the first half of 2024, the Dutch Yandex NV, with the consent of shareholders and regulators, plans to sell a controlling stake in Yandex (about 68%) for approximately 230 billion rubles and up to 67.8 million economic shares of Yandex NV. The cash part must be paid in RMB.

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