Cravos Investments Limited: Announcement Of Invitation To Voluntary Public Tender Offer To The Holders Of Shares Issued By Yandex NV

ISIN NL0009805522

Dubai (pta023/12.02.2024/17:15 UTC+1)

ANNOUNCEMENT OF INVITATION TO VOLUNTARY PUBLIC TENDER OFFER TO THE HOLDERS OF SHARES ISSUED BY YANDEX N.V. ISIN NL0009805522

9 February 2024

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

Cravos Investments Limited, Dubai (the "Offeror") has launched an invitation to holders of the shares issued by Yandex N.V (the "Issuer") set out in the table below (collectively, the "Securities") to tender for purchase by the Offeror for cash (the "Offer"), subject to applicable offer and distribution restrictions.

Purchase Price

The Offeror will pay an amount in cash equal to $ 12.50 USD per share for each Security validly tendered and accepted for purchase by the Offeror.

The deadline to submit the tender instructions is 29 February 2024 at 5.00pm Central European Time (the "Expiration Deadline").

Maximum Acceptance Amount

The Maximum Acceptance Amount represents the maximum aggregate nominal amount of the Securities that the Offeror will accept for purchase pursuant to the Offer.

Acceptance and Settlement
Holders that wish to accept the Offer are requested to complete the Form of Acceptance and send the form directly to the Offeror via email to yandex@cravosinvestments.com attaching evidence of holding.
The transfer of the Securities may require a sanctions attestation. As of the date of this Offer, the Securities are not subject to any transfer restrictions in DTC, Euroclear or Clearstream.

Reservation of Rights

Submitted tender instructions will be processed in the order they are received (First Come, First Serve). The Offeror expressly reserves the right, in its sole and absolute discretion, not to accept any tender instructions, not to purchase Securities or to extend, re-open, withdraw or terminate the Offer and to amend or waive any of the terms and conditions of the Offer in any manner, subject to applicable laws and regulations.

This offer is directed exclusively at Banks and other Financial Institutions who are eligible and licensed to trade such financial products, and who are able and allowed to submit tender instructions as eligible counterparties. Cravos Investments Limited assumes and requests that such recipients of this notice will, in the course of their normal customer business, inform potential holders and end customers about this event.

Tender instructions can and will only be accepted from eligible counterparties who have Euroclear, Clearstream or DTC accounts via which to settle, and who have the right to submit tender instructions in their own name, either from their own holdings or per the instruction of their clients. We cannot accept offers from private (retail) customers directly – such customers must contact their bank in order to participate.

This Offer is not intended for holders of Securities in jurisdictions where the Offer is in violation of applicable laws. We note specifically that this offer is not directed towards holders in countries where there are restrictions which would prevent participation in this offer. Cravos Investments Limited have not conclusively reviewed all potential local restrictions – holders are requested to review with their legal and tax advisors whether any restrictions might prevent them from participating.

Cost of Acceptance
Each party bears its own costs and expenses.

Contact Details
Attn: Corporate Actions Department
E-Mail: offers@cravosinvestments.com

DISCLAIMER

This announcement contains important information which should be read carefully before any decision is made with respect to the Offer. If any Holder is in any doubt as to the action it should take or is unsure of the impact of the Offer, it is recommended to seek its own financial and legal advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender such Securities pursuant to the Offer.

None of the Offeror or its respective directors, employees or affiliates makes any recommendation as to whether Holders of Securities should tender Securities for purchase pursuant to the Offer.

This announcement is for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities. The Offer is not being made to holders of Securities in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction where the laws required the Offer to be made by a licensed broker or dealer, the Offer was deemed to be made by the dealer managers on behalf of the Offeror.

Please note that this offer is for institutional/professional investors only. Please consult your financial advisor, before taking any action.

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