Class A Ordinary Shares YANDEX N.V. CLASS A ORDINARY SHARES, NOMINAL VALUE €0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • May 19th, 2011 • Yandex N.V. • Services-computer programming, data processing, etc. • New York
The undersigned understands that Morgan Stanley & Co. Incorporated (“Morgan Stanley”), Deutsche Bank Securities Inc. and Goldman, Sachs & Co. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Yandex N.V., a Dutch public limited liability company (the “Company”) and certain shareholders of the Company, providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of Class A ordinary shares of the Company. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Underwriting Agreement.
