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.
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