TRANSLATIONAgreement for Sale and Purchase of Future Thing • April 2nd, 2020 • Yandex N.V. • Services-computer programming, data processing, etc.
Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. Confidential treatment has been requested with respect to the omitted portions. Double asterisks denote omissions.
Dated 3 March 2020Trust Deed • April 2nd, 2020 • Yandex N.V. • Services-computer programming, data processing, etc.
YANDEX N.V. and BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED TRUST DEED constituting U.S.$1,250,000,000 0.75 per cent. Convertible Notes due 2025
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...Agreement for the Sale and Purchase of the Issued Share Capital • April 2nd, 2020 • Yandex N.V. • Services-computer programming, data processing, etc. • England
(1)Prior to Completion, Deanfirn will undergo a demerger in accordance with the Scheme of Arrangement to be approved by the Cyprus Court (as such Scheme of Arrangement is more fully described in Error! Reference source not found. (Restructuring)), as the result of which, inter alia, Deanfirn’s business will be demerged into two legal entities, each wholly legally and beneficially owned by the Seller: one being Deanfirn having the same particulars as set out in Part B of Error! Reference source not found. (Information about the Seller and the Group) and the other being a limited liability company Axelcroft Limited, incorporated and existing under the laws of the Republic of Cyprus under registration number HE 397714, having its registered office at 3, Themistokli Dervi, Julia House, 1066, Nicosia, Cyprus, with further particulars set out in Part D of Error! Reference source not found. (Information about the Seller and the Group) (the “Company”);
