25 Apr 2014 17:10
25th April 2014 For immediate release
MAIL.RU GROUP LIMITED
Intended amendments to Memorandum of Association ("Memorandum") and Articles of Association ("Articles")
Dubai, UAE. Mail.Ru Group Limited (LSE: MAIL, hereinafter referred as "the Company"), one of the largest Internet companies in the high-growth Russian-speaking Internet market, today announces that New Media and Technology Investment, L.P. ("NMT"), Ardoe Finance Limited ("Ardoe"), MIH Mail Investment Company B.V. ("MIH"), TCH Amur Limited ("TCH") and the Company have entered into IRA Amendment Agreement, among other things providing for that MIH, NMT and Ardoe, being members of the Company holding in the aggregate over 75% of the votes attaching to shares in the Company, intend to execute and adopt a written resolution of members of the Company amending the Memorandum and Articles of the Company, including the following changes:
· removal of restrictions on transfer of the Class A shares so that Class A shares are freely transferable and conversion of Class A shares to ordinary shares upon their transfer is no longer mandatory;
· directors' appointment will be by simple majority of the members rather than by cumulative voting and members will be able to remove directors individually by simple majority rather than being able to remove only the board as a whole;
· removal of references to certain former members that are no longer required.
Once adopted, amendments will become effective from the earlier of satisfaction of certain conditions (the satisfaction of which cannot be assured) or 30 June 2014.
The Company has also been notified that following effectiveness of the amendments to the Articles, NMT, Ardoe and MIH have agreed pursuant to a voting agreement between them, that while they hold a majority of the votes in the Company, they will vote in order to secure appointment as elected directors (as defined in the Articles) of candidates nominated by them.
The Company will announce separately once the mentioned written resolution of members of the Company amending the Memorandum and Articles of the Company is adopted.
For further information please contact:
Investors:
Matthew Hammond
Managing Director Mail.Ru Group
Phone: +971 505 56 1315
E-mail: hammond@corp.mail.ru
Press:
Ksenia Chabanenko
Phone: +7 916 0906626
E-mail: ks@corp.mail.ru
Notes to editors
About Mail.Ru Group
Mail.Ru Group (LSE:MAIL, listed since November 5, 2010) is a leading Internet company in the high-growth Russian-speaking Internet markets (Russia is Europe's largest Internet market measured by the number of users, comScore). Mail.Ru Group's sites reach approximately 94% of Russian Internet users on a monthly basis (comScore, December 2013) and the Company is the fifth largest Internet business globally, based on the total time spent (comScore, December 2013).
In line with the "communitainment" (communication plus entertainment) strategy, the Company is moving rapidly to build an integrated communications and entertainment platform. The Company owns Russia's leading email service and Russia's largest internet portal, Mail.Ru (TNS, all Russia, age 12-64, December 2013). The Company operates two of the three largest Russian language social networks, Odnoklassniki (OK) and Moi Mir (My World), and Russia's largest online games business. The Company's portfolio also includes Mail.Ru Agent and ICQ - two instant messaging services popular in Russia and CIS.
The Company holds non-controlling equity stakes in VK.com (51.99%) and Qiwi (10.42%). The Company also holds a number of small venture capital investments in various Internet companies in Russia, Ukraine and Israel.