Press releases

18.07.2014

MAIL.RU GROUP LIMITED Publication of Prospectus In Order To Increase GDR block Listing.

Dubai, UAE – July 18th, 2014. Mail.ru Group Limited (the “Company”), today announces that the following prospectus has been approved by the UK Listing Authority and is available for viewing: Prospectus dated July 18th, 2014 relating to global depositary receipts representing interests in ordinary shares of the Company (the “GDRs”).

The increase of the Company’s block listing of the GDRs is in connection with the intended conversion (the “Proposed Conversion”) of all Class A shares owned by MIH Mail Investment Company BV (“MIH”), 17,024,000 Class A shares owned by New Media and Technology Investment L.P. (“NMT”) and 8,883,900 Class A shares owned by Ardoe Finance Limited (“Ardoe”) into ordinary shares. Following the intended conversions, which the Company has been informed will take place by July 25th, 2014, the total percentage of votes capable of being cast at a General Meeting by NMT and Ardoe shall be equal to 64.6%, and the total percentage of votes capable of being cast at a General Meeting by MIH shall be equal to 12.5%.

No GDRs have been offered or marketed to the public in the UK or elsewhere in connection with the publication of this Prospectus, which has been published solely to increase the size of the Company’s GDR block listing to accommodate all the GDRs that could be issued were the Company’s entire ordinary share capital upon the Proposed Conversion deposited into the GDR facility.

A copy of the prospectus has been submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.morningstar.co.uk/uk/nsm

Further information about the Company is available on its website at:http://corp.mail.ru.

Commenting on the prospectus and the conversion, Matthew Hammond, CFO of Mail.Ru Group, said:

Over the last few years the company has been put to significant expense through the conversion of A class shares and the resulting gradual increase in the GDR block listing. This has led to the company having to write and file prospectuses in connection with conversions. The conversion does not change the economic position of our major shareholders and we are pleased that this is likely to be the last major conversion of A class shares. Additionally this conversion significantly increases the weight of the votes held by GDR holders which we welcome.”

Commenting on the prospectus and the conversion, Ivan Streshinsky, member of board of directors of USM holdings, said:

“Our position both within, and towards, Mail.ru remains unchanged, and we continue to see a bright future for the company. We remain committed and supportive long term shareholders.”

Commenting on the prospectus and the conversion, Mark Sorour, Group CIO of Naspers, said:

“The A class structure placed a number of restrictions on us as shareholders which were not in line with our internal procedures. We are pleased that the company has been so helpful in resolving this situation. As a result of this conversion our economic interest in Mail.ru is unchanged and we continue to see a great future for the company.”