Professional Documents
Culture Documents
Voting . . . . . . . . . . . . . . . . . . . . Each GDR carries the right to vote one Ordinary Share, subject to
the provisions of the Deposit Agreements and applicable BVI law.
Each Ordinary Share carries one vote. Each Class A Share carries
25 votes.
Use of Proceeds
Mostly owners selling down, representing new Ordinary Shares to fund a portion of its acquisition
of an additional 7.5% interest in VK. The Company will receive no
but company also raising cash proceeds from the sale of GDRs by Selling Shareholders.
Listing and Trading .......... Application has been made for the GDRs to be admitted to trading
on the London Stock Exchange ’s regulated market for listed
securities. Neither the Ordinary Shares nor the Class A Shares are
listed or traded on any stock exchange.
Lock-up . . . . . . . . . . . . . . . . . . . Until 180 days after the Closing Date, applicable to the Company,
the Selling Shareholders, the Senior Managers and certain
non-selling shareholders, subject to certain exceptions. In addition,
we have instructed the Depositary not to accept deposit of Ordinary
Shares, or issue GDRs, for 180 days after the date hereof (other than
98% of the votes The Company has entered into a Relationship Agreement with its
affiliate, DST Global ( ‘‘DSTG ’’) governing the relationship between
the Company and DSTG. The Relationship Agreement includes
tag-along rights in the event DSTG or any affiliated transferee sells
certain shares in Facebook and Zynga.
which are the segments that (together with ICQ) will form the core of our consolidated operations after
ownership interest in and consolidation of all key subsidiaries and associates composing the segments in
attributable to the group for the applicable segment would have been had all applicable IFRS adjustments
been applied for the periods indicated.
Mail.ru Segment
The following table sets forth the Mail.ru segment income statement for the periods indicated. This
Revenue
companies, but is rebounding (audited) (unaudited)
OK Segment
The following table sets forth the OK segment income statement for the periods indicated. Our OK
segment includes OK and its subsidiaries for all periods presented, assuming 100% ownership. In contrast,
Group Structure
strategic minority investments, international investments and other Russian and Ukrainian investments.
On a P/E basis, if we back out minorities, valuation becomes 30x 2011 and 20x the
year after. This valuation is close to that for the Chinese players, so the shares become
a macro play on both China and Russia
US peers such as Google or Yahoo trade P/Es of on 19x and 16x 2011 and then 15x
and 13.5x the year after. But the Chinese peers such as Alibaba.com, Tencent and
CTrip are much higher and are on 25x, 30x and 33x P/E 2011 respectively.
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