Yandex N : Class A Meeting Agenda, Explanatory Notes and Materials

Yandex N.V.

Schiphol Boulevard 165 1118 BG Schiphol

Tel.: [phone]

Fax: + 31 (0) 20 446 6372 www.yandex.com

To: Holders of Class A Ordinary Shares of Yandex N.V.

From: Board of Directors

Date: June 9, 2023

Meeting of holders of Class A Ordinary Shares of Yandex N.V.

Agenda and Explanatory Notes

The Class A Meeting is being called for the sole purpose of approving certain internal reorganizational matters intended to simplify the Group's corporate structure. The Class A meeting will not address matters related to the potential corporate restructuring that was announced by the Company on November 25, 2022, and further commented on on May 25, 2023. Any such corporate restructuring would be subject to the separate shareholder approval (including separate approval of Class A shareholders).

Opening Introductory remarks

Prior approval of the mergers of Yandex Media Services B.V., Yandex.Classifieds Holding B.V., MLU B.V., and Foodtech & Delivery Ops B.V. into Yandex N.V.

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Prior approval of the proposed resolution of the Board of Directors to resolve upon the legal mergers (the "Mergers") of the Company (acquiring company) with each of the following companies: Yandex Media Services B.V., Yandex.Classifieds Holding B.V., MLU B.V. and Foodtech & Delivery Ops B.V. (the disappearing companies), each a wholly owned subsidiary of the Company (the "Subsidiaries").

1. To approve pursuant to Article 27.2 of the current Articles of Association of the Company the proposed resolution of the Board of Directors to resolve upon the legal merger of the Company (acquiring company) with Yandex Media Services B.V. (disappearing company) in accordance with Merger Proposal 1. (Decision)
2. To approve pursuant to Article 27.2 of the current Articles of Association of the Company the proposed resolution of the Board of Directors to resolve upon the legal merger of the Company (acquiring company) with Yandex.Classifieds Holding B.V. (disappearing company) in accordance with Merger Proposal 2. (Decision)
3. To approve pursuant to Article 27.2 of the current Articles of Association of the Company the proposed resolution of the Board of Directors to resolve upon the legal merger of the Company (acquiring company) with MLU B.V. (disappearing company) in accordance with Merger Proposal 3. (Decision)

4. To approve pursuant to Article 27.2 of the current Articles of Association of the Company the proposed resolution of the Board of Directors to resolve upon the legal merger of the Company (acquiring company) with Foodtech & Delivery Ops B.V. (disappearing company) in accordance with Merger Proposal 4. (Decision)

Any other business

Explanatory Notes to the Agenda

Opening

The Chairman and the Chief Financial Officer will explain the rationale and background of the proposed Mergers.

Prior approval of the proposed resolution of the Board of Directors to resolve upon the legal mergers (the "Mergers") of the Company (acquiring company) with each of the following companies: Yandex Media Services B.V., Yandex.Classifieds Holding B.V., MLU B.V., and Foodtech & Delivery Ops B.V. (the disappearing companies), each a wholly owned subsidiary of the Company (the "Subsidiaries").

Reasons for the Mergers

On November 25, 2022, the Company announced https://ir.yandex/press-releases?year=2022&id=2022-11-25that its Board of Directors had commenced a strategic process to review options to restructure the group's ownership and governance in light of the current geopolitical environment, with a view to ensuring the sustainable development and success of the group's diverse portfolio of businesses over the longer term.

On May 25, 2023, the Company noted in a further press release https://ir.yandex/press-releases?year=2023&id=25-05-23that it is progressing its plans for the divestment of ownership and control of a number of our core businesses, including all Russia-based businesses, and has received proposals from a number of potential investors. The Board also aims to enable the international divisions of certain services (self-driving, cloud computing, data labeling and ed- tech) to develop independently from the Russia-based businesses.

Any such corporate restructuring would be subject to the separate shareholder approval (including separate approval of Class A shareholders). In preparation for such potential corporate restructuring, the Company would like to take a number of steps in order to optimize the corporate structure of the Group, without initiating any changes in the ultimate ownership structure. Due to the applicable laws, such optimization will require certain corporate and other actions, such as a Class A meeting to approve the Mergers of the Subsidiaries into Yandex N.V. and obtaining applicable regulatory approvals.

As all Subsidiaries are wholly owned by Yandex N.V. (other than employee incentive equity), to simplify the legal structure of the Yandex group and thereby reduce the costs relating to the separate accounting and operational systems within the Yandex group, it is proposed to effect the Mergers and that the Class A Meeting grants the prior approvals.

The Merger Proposals are attached to these Explanatory Notes.

The following is a summary of the expected effects of the Mergers. The terms and conditions each of the Merger Proposals are the same. We propose to approve three separate Merger Proposals rather than one combined Merger Proposal relating to the merger of all Subsidiaries into Yandex N.V. in order to simplify the management of the merger process.

Expected consequences for the activities.

The Acquiring Company intends to continue the activities of the Disappearing Companies.

Explanation from a legal, economic and social point of view.

Legal:

The Acquiring Company, Yandex N.V., will acquire the assets and liabilities of the Disappearing Companies under universal title of succession. The financial data of the Disappearing Company will be accounted for in the annual accounts of the Acquiring Company as from 1 January 2023 and onwards.

The Disappearing Companies will cease to exist after the Mergers. The Acquiring Company will not assign any new shares in connection with the Mergers.

Liabilities and debts, insofar as these should exist between the Merging Companies, shall cease to exist as a result of the Mergers.

Economic:

The Mergers will simplify the legal structure of the Yandex group and will therefore reduce the costs relating to the separate accounting and operational systems within the group, as the Disappearing Companies will no longer be separate legal entities.

Social

The Mergers are subject to the provisions of Section 7:663, in conjunction with Section 7:662 paragraph 2, under (a), of the Dutch Civil Code. The Mergers will have no detrimental effects on the employment or on the employment conditions of the group.

Board of Directors Recommendations

Our Board of Directors, consisting solely of independent non-executive members, unanimously recommendsthat shareholders vote "FOR" of all of the foregoing proposals of the Board set forth above.

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SPECIAL NOTE FOR SHAREHOLDERS FROM THE RUSSIAN FEDERATION:

Taking into account the limitations of the trading and voting infrastructure that are beyond the control of Yandex N.V., we suggest that shareholders registered in the territory of the Russian Federation who wish to vote at the Class A Meeting send evidence of their ownership or beneficial ownership of shares on the record date, as well as a completed Proxy and Power of Attorney for voting placed on the Company's website to [e-mail] must be submitted by close of business on June 28, 2023. If the documents are drawn up correctly, your votes will be taken into account when counting votes in accordance with the established procedure.

MERGER PROPOSAL

YANDEX N.V.

("YNV")

as acquiring company

and

YANDEX MEDIA SERVICES B.V.

("YMS")

as the company ceasing to exist