18 Sep 2019 10:00
Mail.ru Group Limited
Amendments to the Memorandum and the Articles of Association and amended and restated IRA
September 18, 2019. Mail.ru Group Limited (MAIL, hereinafter referred to as "the Company" or "the Group"), one of the largest Internet companies in the Russian-speaking Internet market, today announces that pursuant to the Articles of Association of the Company a written resolution has been passed on September 17, 2019 by members of the Company holding shares which represent at least 75% of the total number of votes attached to the issued and outstanding shares, approving changes to Memorandum and Articles of Association. The respective resolution has been filed on the National Storage Mechanism appointed by the Financial Conduct Authority and can be accessed shortly at http://www.morningstar.co.uk/uk/NSM.
The key change is the amendment pursuant to which "75% Resolution of Members" is replaced with "65% Resolution of Members". Accordingly, all references in the Memorandum and the Articles of Association to "75%" are replaced with a reference to "65%" (except in Article 4.6 of the Articles).
Simultaneously with the changes to the Memorandum and Articles of Association the Company, JSC "MF Technologies" ("MFT"), TCH Amur Limited, and MIH Mail Investment Company BV ("MIH") have signed an amended and restated Investors' rights agreement ("IRA") to accommodate changes made to Memorandum and Articles of Association and supplement IRA to ensure that the Company passes no 65% Resolution of Members without the approval of both MFT (for as long as MFT holds certain number of votes) and MIH (for as long as MIH holds certain number of votes).
These changes are being made to ensure the smooth running of the company mainly as a result of historical changes to voting weights, including through options and RSUs exercise. These changes have no effect on ongoing business, strategy, management or internal process.
For further information please contact:
Investors
Tatiana Volochkovich
Phone: +7 495 725 6357 extension: 3434
Mobile: +7 905 594 6604
E-mail: t.volochkovich@corp.mail.ru
Press
Olga Zyryaeva
Mobile: +7 (925) 347-83-81
E-mail: o.zyryaeva@corp.mail.ru
Cautionary Statement regarding Forward Looking Statements and Disclaimers
This press release contains statements of expectation and other forward-looking statements regarding future events or the future financial performance of the Group. You can identify forward looking statements by terms such as "expect", "believe", "anticipate", "estimate", "forecast", "intend", "will", "could", "may" or "might", the negative of such terms or other similar expressions including "outlook" or "guidance". The forward-looking statements in this release are based upon various assumptions that are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and may be beyond the Group's control. Actual results could differ materially from those discussed in the forward looking statements herein. Many factors could cause actual results to differ materially from those discussed in the forward looking statements included herein, including competition in the marketplace, changes in consumer preferences, the degree of Internet penetration and online advertising in Russia, concerns about data security, claims of intellectual property infringement, adverse media speculation, changes in political, social, legal or economic conditions in Russia, exchange rate fluctuations, and the Group's success in identifying and responding to these and other risks involved in its business, including those referenced under "Risk Factors" in the Group's public filings. The forward-looking statements contained herein speak only as of the date they were made, and the Group does not intend to amend or update these statements except to the extent required by law to reflect events and circumstances occurring after the date hereof.
About Mail.ru Group
Mail.ru Group (MAIL, listed since November 5, 2010) is the largest internet business in Russia in terms of total daily audience (Mediascope Web Index Desktop+Mobile, Russia, population aged 12-64 in the cities 100,000+, May 2019).
Mail.ru Group is developing the leading domestic internet communications and entertainment platform. The company owns Russia's two largest Russian language social networks, VKontakte (VK) and Odnoklassniki (OK), leading email service, one of Russia's largest internet portals (Mail.ru), and three instant messaging services. Mail.ru Group's gaming portfolio under MY.GAMES brand includes Russia's largest MMO games and global mobile games. In 2019, Mail.ru Group Tech Lab was launched with a primary focus on technology and innovation development.
Mail.ru Group is a shareholder of AliExpress Russia JV along with Alibaba Group, MegaFon and Russian Direct Investment Fund. The company partners with Sberbank to jointly develop O2O service platform targeting food delivery and taxi markets.