What changed in Nebius Group N.V.'s 2024 10-K compared to 2023?

Across the narrative sections we track, Nebius Group N.V. (NBIS) added 606 paragraphs, removed 578, and edited 102 between the 2023 and 2024 10-K filings. The biggest movers are Item 2. Properties (+606/−578).

Where does this NBIS 10-K diff come from?

The source filings are Nebius Group N.V.'s official 2023 and 2024 Form 20-F annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

Nebius Group N.V.NBISEarnings & Financial Report

Nasdaq · Information Technology · Services-Computer Programming, Data Processing, Etc.

Nebius Group N.V., headquartered in Amsterdam, is a technology company that provides artificial intelligence infrastructure. The company also owns Avride and TripleTen, as well as stakes in Toloka and Clickhouse. It is headquartered in Amsterdam with offices in Israel and the United States.

What changed in Nebius Group N.V.'s 20-F — 2023 vs 2024

Top changes in Nebius Group N.V.'s 2024 20-F

606 paragraphs added · 578 removed · 102 edited across 1 sections

Item 2. Properties+606 / −578 · 102 edited

Item 2. Properties

Properties — owned and leased real estate

102 edited+504 added−476 removed18 unchanged

2023 filing

2024 filing

We rely on Nasdaq Stock Market rules that permit us to comply with applicable Dutch corporate governance practices, rather than the corresponding domestic U.S. corporate governance practices, and therefore the rights of our shareholders differ from the rights of a shareholder of a domestic U.S. issuer.

We rely on the Nasdaq Stock Market rules that permit us to comply with applicable Dutch corporate governance practices, rather than the corresponding domestic U.S. corporate governance practices, and therefore the rights of our shareholders differ from the rights of a shareholder of a domestic U.S. issuer.

A valuation allowance is recognized to reduce deferred tax assets to amounts that are more likely than not to ultimately be utilized based on our ability to generate sufficient future taxable income.

A valuation allowance is recognized to reduce deferred tax assets to amounts that are more likely than not ultimately to be utilized based on our ability to generate sufficient future taxable income.

Subject to the terms of the remuneration policy approved by our general meeting of shareholders from time to time, as required by Dutch law, the compensation committee is responsible for, among other things: ● reviewing and making recommendations to the Board with respect to compensation of our executive and non-executive directors; ● reviewing and approving the compensation, including equity compensation, change-of-control benefits and severance arrangements, of our chief financial officer and such other members of our management as it deems appropriate; ● overseeing the evaluation of our management; ● reviewing periodically and making recommendations to our Board with respect to any incentive compensation and equity plans, programs or similar arrangements; ● exercising the rights of our Board under any equity plans, except for the right to amend any such plans unless otherwise expressly authorized to do so; and ● attending to such other matters as are specifically delegated to our compensation committee by the Board from time to time.

Subject to the terms of the remuneration policy approved by our general meeting of shareholders from time to time, as required by Dutch law, the compensation committee is responsible for, among other things: ● reviewing and making recommendations to our board of directors with respect to compensation of our executive and non-executive directors; ● reviewing and approving the compensation, including equity compensation, change-of-control benefits and severance arrangements, of our chief financial officer and such other members of our management as it deems appropriate; ● overseeing the evaluation of our management; ● reviewing periodically and making recommendations to our board of directors with respect to any incentive compensation and equity plans, programs or similar arrangements; ● exercising the rights of our board of directors under any equity plans, except for the right to amend any such plans unless otherwise expressly authorized to do so; and ● attending to such other matters as are specifically delegated to our compensation committee by our board of directors from time to time.

There is no mutual recognition treaty between the United States and the Netherlands, and no Dutch law provides for the recognition and enforcement of foreign court judgments. Therefore, it may be difficult to enforce any U.S. or other foreign court judgment obtained against our company, any of our operating subsidiaries or any of our directors in the Netherlands.

We have not listed our shares, and do not expect to list our shares, on a regulated market within the European Union, and therefore these rules do not apply to any public offer for our Class A shares.

The audit committee is responsible for, among other things: ● making recommendations to our Board regarding the appointment by the shareholders of our independent auditors; ● coordinating our Board’s oversight of the internal control over financial reporting, disclosure controls and procedures and code of conduct; ● overseeing the work of the independent auditors, including resolving disagreements between management and the independent auditors relating to financial reporting; ● pre-approving all audit and non-audit services permitted to be performed by the independent auditors; ● reviewing the independence and quality control procedures of the independent auditors; ● discussing material off-balance sheet transactions, arrangements and obligations with management and the independent auditors; ● reviewing and approving all proposed related-party transactions; ● discussing the annual audited consolidated and statutory financial statements with management; ● periodically reviewing and reassessing the adequacy of our audit committee charter; ● meeting separately with the independent auditors to discuss critical accounting policies, observations on internal controls, the auditor’s engagement letter and independence letter and other material written communications between the independent auditors and the management; ● establishing procedures for an annual internal audit; ● dealing with the internal audit matters and reviewing the findings of annual internal audits prepared by the internal auditors; and ● attending to such other matters as are specifically delegated to our audit committee by our Board from time to time.

The audit committee is responsible for, among other things: ● making recommendations to our board of directors regarding the appointment by the shareholders of our independent auditors; ● coordinating our board’s oversight of the internal control over financial reporting, disclosure controls and procedures and code of conduct; ● overseeing the work of the independent auditors, including resolving disagreements between management and the independent auditors relating to financial reporting; ● pre-approving all audit and non-audit services permitted to be performed by the independent auditors; ● reviewing the independence and quality control procedures of the independent auditors; ● discussing material off-balance sheet transactions, arrangements and obligations with management and the independent auditors; ● reviewing and approving all proposed related-party transactions; ● discussing the annual audited consolidated and statutory financial statements with management; ● periodically reviewing and reassessing the adequacy of our audit committee charter; ● meeting separately with the independent auditors to discuss critical accounting policies, observations on internal controls, the auditor’s engagement letter and independence letter and other material written communications between the independent auditors and the management; ● establishing procedures for an annual internal audit; ● dealing with the internal audit matters and reviewing the findings of annual internal audits prepared by the internal auditors; and 53 Table of Contents ● attending to such other matters as are specifically delegated to our audit committee by our board of directors from time to time.

However, because our PFIC status for any taxable year will depend on the composition of our income and assets and the value of our assets in such year, and because this is a factual determination made annually after the end of each taxable year and there are uncertainties in the application of the rules, there can be no assurance that we will not be considered a PFIC for the current taxable year or any future taxable year.

In addition, our PFIC status for any taxable year will depend on the composition of our income and assets and the value of our assets in such year, and because this is a factual determination made annually after the end of each taxable year and there are uncertainties in the application of the rules, there can be no assurance that we will not be considered a PFIC for the current taxable year or any future taxable year.

Ryan co-founded United Financial Group (UFG) and became its Chairman and CEO in 1994. In 1998, Mr. Ryan initiated the New Technology Group within UFG Asset Management, which sponsored an early-stage technology investment in ru-Net Holdings whose investments include Yandex. In 2006, Deutsche Bank acquired 100% of UFG’s investment banking business, and Mr.

Ryan co-founded United Financial Group (UFG) and became its Chairman and CEO in 1994. In 1998, Mr. Ryan initiated the New Technology Group within UFG Asset Management, which sponsored an early-stage technology investment in ru-Net Holdings whose investments include the Company. In 2006, Deutsche Bank acquired 100% of UFG's investment banking business, and Mr.

Off-Balance Sheet Items The Yandex group does not currently engage in material off balance sheet financing arrangements, and does not have any material interest or obligation, including a contingent obligation, arising out of a variable interest, in entities referred to as variable interest entities, which include special purpose entities and other structured finance entities.

Off-Balance Sheet Items The Nebius Group does not currently engage in material off balance sheet financing arrangements, and does not have any material interest or obligation, including any contingent obligation arising out of a variable interest in entities referred to as variable interest entities, which include special purpose entities and other structured finance entities.

Cash dividends on our shares, if any, will be paid in U.S. dollars. Item 9. The Listing . Markets Our Class A ordinary shares are currently listed on the Nasdaq Global Select Market, under the symbol “YNDX”.

The principles and best practice provisions apply to the board (in relation to role and composition, conflicts of interest and independence requirements, board committees and remuneration), shareholders and the general meeting of shareholders (for example, regarding anti-takeover protection and obligations of the company to provide information to its shareholders) and financial reporting (such as external auditor and internal audit requirements).

The principles and best practice provisions apply to the board (in relation to role and composition, conflicts of interest and independence requirements, board committees and remuneration), shareholders and the general meeting of shareholders (for example, regarding anti-takeover protection 29 Table of Contents and obligations of the company to provide information to its shareholders) and financial reporting (such as external auditor and internal audit requirements).

Sales, general and administrative expenses include: expenses for personnel engaged in sales and promotion of products to the market, or performing general or administrative functions, including share-based compensation expenses; rental of office space and related utilities in proportion to the number of employees performing these functions; training and hiring expenses; advertising and marketing expenses, including the costs of organizing promotions; telecommunication services; travel expenses; legal and audit services; banking commission; and other expenses related to the group’s wider operating activities.

Sales, general and administrative expenses include: expenses for personnel engaged in sales and promotion of products to the market, or performing general or administrative functions, including share-based compensation expenses; rental of office space and related utilities in proportion to the number of employees performing these functions; training and hiring expenses; advertising and marketing expenses, including the costs of organizing promotions; legal and audit services; and other expenses related to the group’s wider operating activities.

If and when we pay dividends in the future, they will be payable on a pari passu basis on the outstanding Class A and Class B shares and the priority share.

If and when we pay dividends in the future, they will be payable on a pari passu basis on the outstanding Class A and Class B shares.

In particular, the value of our assets may be determined in 13 Table of Contents large part by reference to the market price of our Class A shares, which has fluctuated, and may continue to fluctuate, significantly.

In particular, the value of our assets may be determined in large part by reference to the market price of our Class A shares, which has fluctuated, and may continue to fluctuate, significantly.

Beneficial ownership is 55 Table of Contents determined in accordance with the rules of the Securities and Exchange Commission and includes voting or investment power with respect to our shares.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting or investment power with respect to our shares.

He was a founding shareholder of Yandex and has served the Board in a number of capacities including Chairman of the Nominating and Governance Committee, Chairman of the Compensation Committee, and Member of the Audit Committee. He is a member of the National Association of Corporate Directors.

He was a founding shareholder of the Company and has served our Board in a number of capacities including Chairman of the Nominating and Governance Committee, Chairman of the Compensation Committee, and Member of the Audit Committee. He is a member of the National Association of Corporate Directors. Mr.

The number of shares outstanding used in calculating the percentage for each listed shareholder includes restricted share units in respect of Class A shares and the shares underlying options held by such shareholder that were exercisable as of February 15, 2024.

If these requirements and restrictions are amended, interpreted or applied in a manner not consistent with current practice, these businesses could face fines or orders requiring that they change operating practices, which in turn could have a material adverse effect on their business, financial condition and results of operations.

If these laws and regulations are amended, interpreted or applied in a manner not consistent with current practice, we could face fines or orders requiring that they change operating practices, which in turn could have a material adverse effect on our business, financial condition and results of operations.

Our articles of association also contain additional provisions that may have the effect of making a takeover of our company more difficult or less attractive, including: ● the staggered terms, of up to four years, of our directors, as a result of which only a minority of our board is subject to election in any one year; ● a provision that our directors may only be removed by a two-thirds majority of votes cast representing at least 50% of our outstanding share capital; 12 Table of Contents ● requirements that certain matters, including an amendment of our articles of association, may only be brought to our shareholders for a vote upon a proposal by our Board of Directors; ● minimum shareholding thresholds, based on par value, for shareholders to call general meetings of our shareholders or to add items to the agenda for those meetings, which will be very difficult for Class A shareholders to meet given our multiple class share structure; and ● supermajority requirements for shareholder approval of certain significant corporate actions, including the legal merger or demerger of our company and the amendment of our articles of association.

Our articles of association also contain additional provisions that may have the effect of making a takeover of our company more difficult or less attractive, including: • a provision that our directors may only be removed by a two-thirds majority of votes cast representing at least 50% of our outstanding share capital; • requirements that certain matters, including an amendment of our articles of association, may only be brought to our shareholders for a vote upon a proposal by our Board of Directors; • minimum shareholding thresholds, based on par value, for shareholders to call general meetings of our shareholders or to add items to the agenda for those meetings, which will be very difficult for Class A shareholders to meet given our multiple class share structure; and • supermajority requirements for shareholder approval of certain significant corporate actions, including the legal merger or demerger of our company and the amendment of our articles of association.

Although our Class C shares are technically entitled to a maximum dividend of €0.01 per share when we declare dividends on our Class A and Class B shares, we intend to repurchase all Class C shares issued upon conversion of our Class B shares promptly following their issuance such that no dividends would be payable on our Class C shares.

Although our Class C shares are technically entitled to a maximum dividend of 1% of the nominal value of such Class C shares when we declare dividends on our Class A and Class B shares, we intend to repurchase all Class C shares issued upon conversion of our Class B shares promptly following their issuance such that no dividends would be payable on our Class C shares.

For a reconciliation between total adjusted EBITDA and net income/(loss) before income tax expense see Note 16 — “Information about segments & geographic areas” of our consolidated financial statements included elsewhere in this Annual Report.

For a reconciliation between total Adjusted EBITDA loss and net loss before income tax expense see Note 15 — “ Information about segments & geographic areas ” of our consolidated financial statements included elsewhere in this Annual Report.

Critical Accounting Policies, Estimates and Assumptions The accounting policies affecting our financial condition and results of operations are more fully described in our consolidated financial statements for the years ended December 31, 2021, 2022 and 2023, included elsewhere in this Annual Report.

Critical Accounting Policies, Estimates and Assumptions The accounting policies affecting our financial condition and results of operations are more fully described in our consolidated financial statements for the year ended December 2024 included elsewhere in this Annual Report.

Although the 2016 Plan sets forth certain terms and conditions of the equity awards, our Board or its compensation committee determines the provisions and terms and conditions of each grant. These include, among other things, the vesting schedule, repurchase provisions, forfeiture provisions, and form of payment upon exercise. Eligibility.

Although our Plan sets forth certain terms and conditions of our equity awards, our Board of Directors or its Compensation Committee determines the provisions and terms and conditions of each grant. These include, among other things, the vesting schedule, repurchase provisions, forfeiture provisions, any performance conditions and forms of payment upon exercise. 55 Table of Contents Eligibility .

The following table contains information concerning each of our directors and each shareholder known by us to beneficially own more than five percent of each class of our outstanding ordinary shares.

Major Shareholders and Related Party Transaction s. The following table contains information concerning each of our executive and non-executive directors and each shareholder known by us to beneficially own more than five percent of each class of our outstanding ordinary shares.

As a result, it may be difficult to serve process on us or persons within the United States. Although arbitration awards are generally enforceable in the Netherlands, you should note that judgments obtained in the United States or in other foreign courts, including those with respect to U.S. federal securities law claims, may not be enforceable in the Netherlands.

Although arbitration awards are generally enforceable in the Netherlands, you should note that judgments obtained in the United States or in other foreign courts, including those with respect to U.S. federal securities law claims, may not be enforceable in the Netherlands.

The financial statements of the non-Russian entities are translated into rubles using the current rate method, where balance sheet items are translated into rubles at the period-end exchange rates and revenue and expenses are translated using a weighted average exchange rates for the relevant period.

The financial statements of our foreign entities are translated into U.S. dollars using the current rate method, where balance sheet items are translated into U.S. dollars at the period-end exchange rates and revenue and expenses are translated using weighted average exchange rates for the relevant period.

The risks and uncertainties described below and elsewhere in this Annual Report, including in the section headed “Operating and Financial Review and Prospects”, could materially adversely affect our company, our continuing businesses and the operations to be divested.

Yandex N.V. is a Dutch public company with limited liability, which became the parent company of Yandex group in 2007. Its registered office is at Schiphol Boulevard 165, 1118 BG, Schiphol, The Netherlands (tel: +31 (0) 20 206 6970). Our founders began the development of our search technology in 1989 and launched the yandex website in 1997.

History and Development of the Company; Organizational Structure Nebius Group N.V. is a Dutch public company with limited liability, which became the parent company of our group in 2007. Its registered office is at Schiphol Boulevard 165, 1118 BG, Schiphol, The Netherlands (tel: +31 (0) 20 206 6970).

The corporate governance committee is also responsible for making recommendations to the Board regarding the composition of certain committees of the Board and for overseeing the company’s policies and initiatives with respect to environmental, social and governance matters; and for overseeing the evaluation of the Board. 53 Table of Contents Investment Committee Our investment committee consists of Messrs.

The committee is also responsible for making recommendations to our Board regarding the composition of certain committees of our Board and for overseeing the Company’s policies and initiatives with respect to environmental, social and governance matters; and for overseeing the evaluation of our Board. The committee is also responsible for identifying and recommending directors to our Board.

Compensation Committee Our compensation committee currently consists of Messrs. Rijnja (chairperson) and Boynton, with one vacancy. Each member satisfies the “independence” requirements of the Nasdaq listing standards. The compensation committee assists the Board in reviewing and approving or recommending our compensation structure, including all forms of compensation relating to our directors and management.

Compensation Committee Our compensation committee currently consists of Mr. Rijnja (chairperson), and Mses. Dyson and Radinsky. Each member satisfies the independence requirements of the Nasdaq listing standards. The compensation committee assists our board of directors in reviewing and approving or recommending our compensation structure, including all forms of compensation relating to our directors and senior management.

The Class A shares and Class B shares vote together as a single class on all matters submitted to a vote of our shareholders, except as may otherwise be required by Dutch law or our articles of association. Each Class B share is convertible at any time by the holder into one Class A share and one Class C share.

The Class A shares, and Class B shares vote together as a single class on all matters submitted to a vote of our shareholders, except as may otherwise be required by Dutch law or our articles of association.

See the financial statements beginning on page F-1. Dividends We do not have any present plan to pay cash dividends on our shares in the near term.

Dividends We do not have any present plan to pay cash dividends on our shares in the near term.

We cannot assure you that we will not be classified as a passive foreign investment company for any taxable year, which may result in adverse U.S. federal income tax consequence to U.S. holders. Based on certain management estimates with respect to our gross income and the average value of our gross assets and on the nature of our business, we believe that we were not a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes for the 2023 tax year, and do not expect to be a PFIC in the foreseeable future.

Based on certain management estimates with respect to our gross income and the average value of our gross assets and on the nature of our business, we believe that we were not a “passive foreign investment company,” or “PFIC”, for U.S. federal income tax purposes for the 2024 tax year, and do not expect to be a PFIC in the foreseeable future.

The acquisition of such shares by our company in consideration for shares in the Target will be treated as a repurchase by our company of its own shares for Dutch tax purposes, which would be subject to withholding tax at a 15% rate.

The acquisition of such shares by our company is treated as a repurchase of its own shares for Dutch tax purposes, which would be subject to withholding tax at a rate of 15%, unless the shares so acquired qualify as "temporary investments".

Foreign exchange gain dynamics reflect changes in the ruble value (currently, the group’s functional currency) of monetary assets and liabilities that are denominated in other currencies (primarily the U.S. dollar), as well as changes in the functional currencies of foreign subsidiaries' monetary assets and liabilities that are denominated in the Russian rubles.

Foreign exchange gain/(loss) dynamics reflect changes in the U.S. dollar value (the Group’s reporting currency) of monetary assets and liabilities that are denominated in other currencies (primarily the euro), as well as changes in the functional currencies of foreign subsidiaries' monetary assets and liabilities that are denominated in currencies different from their respective local currencies.

If we were to be treated as a PFIC for any taxable year during which a U.S. holder held our Class A shares, certain adverse U.S. federal income tax consequences could apply to the U.S. holder. Any U.S. or other foreign judgments our shareholders may obtain against us may be difficult to enforce against us the Netherlands.

If we were to be treated as a PFIC for any taxable year during which a U.S. holder held our Class A shares, certain adverse U.S. federal income tax consequences could apply to the U.S. holder. d.

For agreements denominated in U.S. dollars, the amounts shown in the table above are based on the U.S. dollar/Russian ruble exchange rate prevailing on December 31, 2023. All amounts are shown excluded value added tax, where applicable.

For agreements denominated in currencies other than the U.S. dollar, the amounts shown in the table above are based on the respective exchange rate prevailing on December 31, 2024. All amounts are shown excluding value added tax, where applicable.

If actual events differ from management’s estimates, or to the extent that these estimates are adjusted in the future, any changes in the valuation allowance could materially impact our consolidated financial statements. Leases We determine if an arrangement meets the definition of a lease at the inception of the lease.

They may have to seek a license for the technology, which may not be available on commercially reasonable terms or at all and may significantly increase operating expenses. They may be required to develop an alternative non-infringing technology, which may require significant effort, expense and time to develop.

In addition, we may have to seek a license for the technology, which may not be available on commercially favorable terms or at all and may significantly increase our operating expenses. Furthermore, we may have to dedicate significant time and resources to develop an alternative non-infringing technology.

We rely on security measures to protect our customers’ and partners’ information, data and personal details as well as to safeguard the smooth operation of our services.

We have implemented and rely on sophisticated IT and other security measures to protect our, our customers’ and partners’ businesses, information, data and personal details, as well as to safeguard the seamless operation of our offerings.

The rights and responsibilities of our shareholders are governed by Dutch law and differ in some important respects from the rights and responsibilities of shareholders under U.S. law. Our corporate affairs are governed by our articles of association and by the laws governing companies incorporated in the Netherlands.

Our corporate affairs are governed by our articles of association and by the laws governing companies incorporated in the Netherlands. The responsibilities of members of our Board of Directors under Dutch law are different than under the laws of some U.S. jurisdictions.

In addition to historical information, this discussion contains forward-looking statements based on our current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in the “Risk Factors” and “Forward-Looking Statements” sections and elsewhere in this Annual Report.

Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in the “Risk Factors” and “Forward Looking Statements” sections and elsewhere in this Annual Report. The historical results described below relate to the results of our continuing operations.

Members of our management may not be present at any committee meeting while the compensation of our chief executive officer is deliberated, although this position 52 Table of Contents vacant at the time of this Annual Report.

Members of our management may not be present at any committee meeting while the compensation of our chief executive officer is deliberated.

Class A shares have one vote per share, and Class B shares have 10 votes per share.

Our Class B shares carry ten votes per share and our Class A shares carry one vote per share.

In the performance of its duties, our Board of Directors is required by Dutch law to consider the interests of the company and its group, its shareholders, its employees and other stakeholders and not only those of our shareholders. Also, as a Dutch company, we are not required to solicit proxies or prepare proxy statements for general meetings of shareholders.

Accordingly, our shareholders may not be afforded the same protection as provided under Nasdaq’s corporate governance rules. We do not comply with all of the provisions of the Dutch Corporate Governance Code. This may affect the rights of our shareholders. As a Dutch company we are subject to the Dutch Corporate Governance Code, or DCGC.

We do not comply with all of the provisions of the Dutch Corporate Governance Code, which may affect the rights of our shareholders. As a Dutch company, we are subject to the Dutch Corporate Governance Code, or “DCGC”.

Rijnja is a management consultant and executive coach. Previously he served as a Senior Vice President of Human Resources and a member of the executive committee at D.E Master Blenders, a Dutch public company listed on the Amsterdam stock exchange. Earlier, Mr.

Previously he served as a Senior Vice President of Human Resources and a member of the executive committee at D.E Master Blenders, a Dutch public company listed on the Amsterdam stock exchange. Earlier, Mr. Rijnja served as head of the human resources departments at several international companies, including Maxeda (2008 to 2011), Numico N.V.

In addition, the rights of our shareholders are governed by Dutch law and our articles of association and differ from the rights of shareholders under U.S. law. For example, Dutch law does not grant appraisal rights to a company’s shareholders who wish to challenge the consideration to be paid upon a merger or consolidation of the company.

For example, Dutch law does not grant appraisal rights to a company’s shareholders who wish to challenge the consideration to be paid upon a merger or consolidation of the company. c.

Between 1989 and 1996, Mr. Rijnja held several positions at Apple in The Netherlands and the United States. Mr. Rijnja has a degree in law studies from Leiden University in The Netherlands. Mr. Ryan became a non-executive director of Yandex at the time of its initial public offering in 2011. A finance professional with 29 years of experience internationally, Mr.

Rijnja has a degree in law studies from Leiden University in The Netherlands. Charles Ryan became a non-executive director of Nebius Group N.V. at the time of its initial public offering in 2011. A finance professional with 29 years of experience in both the Russian and international markets, Mr.

When a grantee’s employment or service is terminated, the grantee may generally exercise his or her options that have vested as of the termination date within ninety days of termination or as determined by the plan’s administrator. Amendment and Termination. Our Board may at any time amend, suspend or terminate the 2016 Plan.

When a participant’s employment or service is terminated, the participant may generally exercise his or her options that have vested as of the termination date within 90 days of termination or as determined by our Board of Directors or the Compensation Committee. Amendment and Termination .

He was co-founder of CompTek and InfiNet Wireless in Russia and has served as a founder, investor and/or board member in a variety of growth companies in technology, healthcare services, and real estate. He graduated with BA from Harvard College in 1988. Mr. Rijnja has been a non-executive director of Yandex since 2013. Mr.

Boynton was also co-founder of CompTek and InfiNet Wireless and has served as a founder, investor and/or board member in a variety of growth companies in technology, healthcare services, and real estate. He graduated from Harvard in 1988. Elena Bunina became a non-executive member of our Board of Directors in August 2024. Ms.

This may affect the rights of our shareholders who may not have the same level of protection as shareholders in a Dutch company that fully complies with the DCGC.

This may affect the rights of our shareholders who may not have the same level of protection as shareholders in a Dutch company that fully complies with the DCGC. d. Any U.S. or other foreign judgments our shareholders may obtain against us may be difficult to enforce in the Netherlands.

Other Income/(Loss), net The following table presents the components of other income/(loss), net in absolute terms and as a percentage of revenues, for the periods presented: Year ended December 31, 2021 2022 2023 (in millions of RUB, except percentages) Other income/(loss), net (1,217) 9,359 21,514 as a percentage of revenues (0.3) % 1.8 % 2.7 % Other income/(loss), net includes foreign exchange gains in the amount of RUB 235 million, RUB 9,393 million and RUB million 22,853 in 2021, 2022 and 2023, respectively.

Other Income/(Loss), net The following table presents the components of other income/(loss), net in absolute terms and as a percentage of revenues, for the periods presented: Year ended December 31, 2022 2023 2024 (in millions of U.S. dollars) Other loss, net (7.9) (4.3) (17.3) Other income/(loss), net includes foreign exchange losses in the amounts of $2.8 million and $17.5 million for the years ended December 31, 2023 and 2024, respectively, and a foreign exchange gain of $1.4 million for the year ended December 31, 2022.

Rijnja served as head of the human resources departments at several international companies, including Maxeda (2008 to 2011), Numico N.V. (2004 to 2008) and Amazon.com (2002 to 2004). Prior to this, he was director of global management development at Reckitt Benckiser PLC from 1998 to 2002, and a human resources manager for Nike Europe from 1996 to 1998.

(2004 to 2008) and Amazon.com (2002 to 2004). Prior to this, he was director of global management development at Reckitt Benckiser PLC from 1998 to 2002, and a human resources manager for Nike Europe from 1996 to 1998. Between 1989 and 1996, Mr. Rijnja held several positions at Apple in The Netherlands and the United States. Mr.

If we are not able to compete effectively with current and future players, our businesses’ ability to generate income and sustainably fund development will be negatively impacted. The retained businesses will continue to rely heavily on technological security measures to protect their services, software and products generally.

If we are not able to compete effectively with current and future players, our businesses’ ability to generate income and sustainably fund development will be negatively impacted. c.

Boynton IV Trust of 2006, and (c) 12,781 vested restricted share units in respect of Class A shares. Other than in respect of the shares held by the John W. Boynton IV Trust of 2006, Mr. Boynton disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

Boynton or members of his family, (b) 57,013 Class A shares held by the John W. Boynton IV Trust of 2006, (c) 12,781 vested restricted share units in respect of Class A shares. Other than in respect of the shares held by the John W.

Operating Costs and Expenses We classify operating costs and expenses as follows: cost of revenues, product development, sales, general and administrative expenses, depreciation and amortization.

The Avride business had only a limited contribution to the total revenue for the group. Operating Costs and Expenses We classify operating costs and expenses as follows: cost of revenues; product development; sales, general and administrative expenses; and depreciation and amortization.

On February 5, 2024, the company announced that it had entered into a definitive agreement with a purchaser consortium to sell all of the group’s businesses in Russia and certain international markets (the “Sale”).

Headquartered in Amsterdam and listed on Nasdaq, we have a global footprint with R&D hubs across Europe, North America and Israel. On February 5, 2024, we announced that we had entered into a definitive agreement with a purchaser consortium to sell all of the group’s businesses in Russia and related businesses in certain international markets (the “Divestment”).

The resulting translation effects were recorded as part of accumulated other comprehensive income in the consolidated balance sheets and amounted to a loss of RUB 9,369 million, a gain of RUB 7,966 million and a loss of RUB 1,672 million for the years ended December 31, 2023, 2022 and 2021, respectively.

The resulting translation effects are recorded as part of accumulated other comprehensive losses in the consolidated balance sheets and amounted to a loss of $ 22.1 million, as of December 31, 2024.

We may grant awards to employees and directors of and consultants to our company and its subsidiaries. With respect to Synthetic Options and Business Unit Equity Awards, we may grant awards to employees, officers, members of the Board, advisors and consultants of such business units. Exercise price and term of equity awards.

We may grant Company Awards to employees, directors, advisors and consultants to our Company and its subsidiaries. We may also grant Business Unit Equity Awards to employees, officers, directors, advisors and consultants of a Participating Subsidiary.

None. 32 Table of Contents Item 5. Operating and Financial Review and Prospects . You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the “Selected Consolidated Financial Information” section of this Annual Report and our consolidated financial statements and related notes appearing elsewhere in this Annual Report.

Operating and Financial Review and Prospects . You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and related notes appearing elsewhere in this Annual Report. In addition to historical information, this discussion contains forward-looking statements based on our current expectations that involve risks, uncertainties and assumptions.

The following table presents aggregate share-based compensation expense in absolute terms and as a percentage of revenues for the periods presented: Year ended December 31, 2021 2022 2023 (in millions of RUB, except percentages) Share‑based compensation expense 20,829 24,038 31,776 as a percentage of revenues 5.8 % 4.6 % 4.0 % Share-based compensation expense increased by RUB 7,738 million or 32.2% in 2023 compared to the prior year.

The following table presents aggregate share-based compensation expense in absolute terms and as a percentage of operating expenses for the periods presented: Year ended December 31, 2022 2023 2024 (in millions of U.S. dollars) (except percentages) Share‑based compensation expense included within: Cost of revenues 0.2 0.2 0.3 Product development 8.8 20.9 10.1 Sales, general and administrative expenses 0.6 10.2 46.2 Total share ‑ based compensation expense 9.6 31.3 56.6 as a percentage of operating expenses 6 % 9 % 10 % Share-based compensation expense increased by $25.2 million, or 80%, from $31.4 million in 2023 to $56.6 million in 2024.

Ryan qualifies as an “audit committee financial expert,” as defined in Item 16A of Form 20-F and as determined by our Board. The audit committee oversees our accounting and financial reporting processes and the audits of our consolidated financial statements.

Audit Committee Our audit committee consists of Messrs. Ryan (chairperson), Boynton and Rijnja. Each member satisfies the independence requirements of the Nasdaq listing standards, and Mr. Ryan qualifies as an “audit committee financial expert,” as defined in Item 16A of Form 20-F and as determined by our board of directors.

Changes in operating assets and liabilities resulted in an outflow of RUB 20,459 million in 2023 and RUB 22,817 million in 2022 primarily due to changes in inventory, sales financing receivables, accounts receivables and content assets. Cash flows (used in)/provided by investing activities .

Changes in operating assets and liabilities resulted in an outflow of $71.2 million in 2024 and $4.4 million in 2023, primarily due to changes in interest receivable, accounts payable and other accrued liabilities and prepaid expenses. Cash flows (used in)/provided by investing activities .

The percentage of beneficial ownership is based on 325,783,607 Class A shares and 35,698,674 Class B shares outstanding as of February 15, 2024. All holders of our ordinary shares, including those shareholders listed below, have the same voting rights with respect to such shares.

All holders of our ordinary shares, including those shareholders listed below, have the same voting rights with respect to such shares. Class A shares have one vote per share, and Class B shares have 10 votes per share.

Therefore, the exchange rate fluctuations of rubles versus U.S. dollar may significantly affect our results of operations. For example, if the U.S. dollar had been stronger/weaker by 20% relative to the value of the Russian ruble as of December 31, 2023 we would have recognized additional foreign exchange losses/gains before tax of RUB 2,279 million.

Our principal currency exposures include the euro and, to a lesser extent, the Israeli shekel. For example, if the euro had been stronger/weaker by 10% relative to the value of the U.S. dollar as of December 31, 2024 we would have recognized additional foreign exchange gains/losses before tax of $6.9 million.

We have only very limited operations in the United States, most of our assets are located outside of the United States, our company is incorporated in the Netherlands, and some of our directors and most of our senior management are located outside the United States.

Most of our assets are located outside of the United States, our company is incorporated in the Netherlands, and some of our directors and most of our senior management are located outside the United States. As a result, it may be difficult to serve process on us or persons within the United States.

The growth was primarily due to: the increase of depreciation expense related to server and network equipment and infrastructure systems (primarily the result of investment in equipment); amortization expense related to technologies and licenses; depreciation expense related to finance; and acquisition-related intangible assets amortization expense.

The growth was primarily due to the increase of depreciation expense related to server and network equipment and infrastructure systems, primarily as a result of expansion of data center and GPU capacity in our core AI infrastructure business, Nebius.

Risks Related to Tax Matters Changes in the tax systems in the countries in which we and the businesses to be divested operate, or unpredictable or unforeseen application of existing rules, may materially adversely affect our and their business, financial condition and results of operations.

Changes in the tax laws, regulations and systems in the countries in which we operate, or unpredictable or unforeseen application of existing rules, may materially adversely affect our reported financial results. We are subject to complex tax laws, regulations and systems in numerous jurisdictions, including income, sales, value-added, dividend withholding, transaction and other taxes.

The following table presents depreciation and amortization expense in absolute terms and as a percentage of revenues for the periods presented: Year ended December 31, 2021 2022 2023 (in millions of RUB, except percentages) Depreciation and amortization expense 24,111 30,874 39,952 as a percentage of revenues 6.8 % 5.9 % 5.0 % Depreciation and amortization expense increased by RUB 9,078 million or 29.4% and by RUB 6,763 million or 28.0% in 2023 and 2022, respectively, year over year.

The following table presents the cost of revenues in absolute terms and as a percentage of revenues and total operating expenses for the periods presented: Year ended December 31, 2022 2023 2024 (in millions of U.S. dollars) (except percentages) Cost of revenues 28.4 31.9 73.4 as a percentage of revenues 210 % 153 % 62 % as a percentage of operating expenses 17 % 9 % 13 % Cost of revenues increased by $41.5 million, or 130%, from 31.9 million in 2023 to $73.4 million in 2024.

This may affect the rights of our shareholders. ● We cannot assure you that we will not be classified as a passive foreign investment company for any taxable year, which may result in adverse U.S. federal income tax consequence to U.S. holders. ● Any U.S. or other foreign judgments our shareholders may obtain against us may be difficult to enforce against us in the Netherlands. ● The rights and responsibilities of our shareholders are governed by Dutch law and differ in some important respects from the rights and responsibilities of shareholders under U.S. law.

Risks Related to US Shareholders ● We rely on the Nasdaq Stock Market rules that permit us to comply with applicable Dutch corporate governance practices, rather than the corresponding domestic U.S. corporate governance practices, and therefore the rights of our shareholders differ from the rights of a shareholder of a domestic U.S. issuer. ● The rights and responsibilities of our shareholders are governed by Dutch law and differ in some important respects from the rights and responsibilities of shareholders under U.S. law. ● We can provide no assurance that we will not be classified as a passive foreign investment company for any taxable year, which may result in adverse U.S. federal income tax consequence to U.S. holders. ● If we cease to qualify as a foreign private issuer, we would be required to comply with the U.S. securities laws and reporting requirements applicable to U.S. domestic issuers, and we would incur significant additional legal, accounting and other expenses that we would not incur as a foreign private issuer.

Unless otherwise indicated, the address of each beneficial owner listed on the table below is c/o Yandex N.V., Schiphol Boulevard 165 Schiphol P7 1118 BG, the Netherlands. Shares Beneficially Owned as of February 15, 2024 Class A Shares Class B Shares Total Percentage Number of Number of By Voting By Number of Name of Beneficial Owner Shares % Shares % Power(1) Shares Continuing Directors: John Boynton(2) 129,794 * — — * * Rogier Rijnja(3) 4,251 * — — * * Charles Ryan(4) 49,504 * — — * * Directors scheduled to resign with effect from First Completion of the Sale: Andrey Betin — * — — * * Alexander Moldovan(5) 1,262 * — — * * Alexander Voloshin(6) 81,780 * — — * * Alexey Yakovitsky(7) 11,284 * — — * * All directors as a group (7 persons)(8) 277,875 0.09 % — — 0.04 % 0.08 % Principal Shareholders: LASTAR Trust(9) 32,656 0.01 % 30,786,700 86.24 % 45.10 % 8.53 % Vladimir Ivanov 7,143,756 2.19 % 3,318,884 9.30 % 5.91 % 2.89 % FMR LLC(10) 17,937,178 5.51 % — — 2.63 % 4.96 % Total shares held by directors and 5% holders 25,391,465 7.80 % 34,105,584 95.54 % 53.68 % 16.46 % * Represents beneficial ownership of less than one percent of such class.

Unless otherwise indicated, the address of each beneficial owner listed on the table below is c/o Nebius Group N.V., Schiphol Boulevard 165 Schiphol P7 1118 BG, the Netherlands. 56 Table of Contents Shares Beneficially Owned as of March 31, 2025 Class A Shares Class B Shares Total Percentage Number of Number of By Voting By Number of Name of Beneficial Owner Shares % Shares % Power(1) Shares Directors: Arkady Volozh(2) 32,656 * 30,786,700 86.24 % 55.04 % 12.94 % Ophir Nave (3) 303,751 * — — * * John Boynton(4) 494,377 * — — * * Elena Bunina(5) 472,417 * — — * * Esther Dyson (6) 58,910 * — — * * Kira Radinsky(7) 17,996 * — — * * Rogier Rijnja(8) 180,787 * — — * * Charles Ryan(9) 402,837 * — — * * All directors as a group (8 persons)(10) 1,963,731 0.97 % 30,786,700 86.24 % 55.39 % 13.75 % Principal Shareholders: LASTAR Trust(11) — — 30,786,700 86.24 % 55.04 % 12.93 % Orbis Investment Management Ltd(12) 15,703,919 7.76 % — — 2.81 % 6.60 % Vladimir Ivanov 6,854,456 3.39 % 3,318,884 9.30 % 7.16 % 4.27 % Total shares held by directors and 5% holders 24,522,106 12.12 % 34,105,584 95.54 % 65.36 % 24.62 % * Represents beneficial ownership of less than one percent of such class.

The following table presents sales, general and administrative expenses in absolute terms and as a percentage of revenues for the periods presented: Year ended December 31, 2021 2022 2023 (in millions of RUB, except percentages) Sales, general and administrative expenses 122,924 172,092 267,552 as a percentage of revenues 34.5 % 33.0 % 33.4 % Sales, general and administrative expenses increased by RUB 95,460 million or 55.5% and by RUB 49,168 million or 40% in 2023 and 2022, respectively, year over year.

The following table presents sales, general and administrative expenses in absolute terms and as a percentage of total operating expenses for the periods presented: Year ended December 31, 2022 2023 2024 (in millions of U.S. dollars) (except percentages) Sales, general and administrative expenses 57.3 174.9 277.8 as a percentage of operating expenses 33 % 50 % 50 % Sales, general and administrative expenses increased by $102.9 million, or 59%, from $174.9 million in 2023 to $277.8 million in 2023.

Our Class B shares have ten votes per share and our Class A shares have one vote per share. As of March 31, 202 4 , our directors, employees, pre-IPO shareholders and the family trust described below together hold Class A and Class B shares carrying approximately 51% of the voting power of our ordinary shares.

As of March 31, 2025, our CEO, directors, employees and other pre-IPO shareholders together held Class A and Class B shares carrying approximately 65% of the voting power of our ordinary shares; and a family trust established by our CEO held Class B shares carrying approximately 55% of the voting power of our ordinary shares (representing an approximately 13% economic interest in our company).

The following table sets forth certain information with respect to each of our non-executive directors and their respective age and position as of the date of this Annual Report: Name Age Date of Expiration of Current Term of Office Director or Executive Officer Since Title John Boynton 58 2025 2000 Non-Executive Chairman Rogier Rijnja 61 2026 2013 Non-Executive Director Charles Ryan 56 2026 2011 Non-Executive Director Alexander Voloshin 68 2026 2010 Non-Executive Director Alexey Yakovitsky 48 2027 2019 Non-Executive Director Alexander Moldovan 73 2025 2021 Non-Executive Director Andrey Betin 43 2027 2023 Non-Executive Director With effect from the first closing of the proposed Sale transaction, Messrs.

The following table sets forth certain information with respect to each of the executive and non-executive members of our board of directors (the “Board”) and their respective age and position as of the date of this Annual Report: Name Age Date of Expiration of Current Term of Office Director or Executive Officer Since Title Arkady Volozh 60 2025 2024 Executive Director, CEO Ophir Nave 55 2025 2024 Executive Director, COO John Boynton 59 2025 2000 Non-Executive Chairman Elena Bunina 48 2025 2024 Non-Executive Director Esther Dyson 73 2025 2024 Non-Executive Director Kira Radinsky 38 2025 2024 Non-Executive Director Rogier Rijnja 61 2025 2013 Non-Executive Director Charles Ryan 57 2025 2011 Non-Executive Director Arkady Volozh is the principal founder of Nebius Group and was the founder and Executive Director and the group’s Chief Executive Officer of Yandex N.V. between 2000 and 2022.

Intellectual Property We rely principally on a combination of trademark, copyright, related rights, patent and trade secret laws in Russia and other jurisdictions as well as confidentiality procedures and contractual provisions to protect our proprietary technology and our brand.

In order to protect our intellectual property rights and proprietary information, we rely on, among other things, copyright, trademark, patent, trade secret laws and other related laws in the markets in which we operate, together with conﬁdentiality procedures, contractual commitments and controls.

Any depreciation of the Russian ruble may result in a material increase in capital expenditures and respective depreciation and amortization. Share-based compensation. In the consolidated statements of operations, share-based compensation expense is recorded in the same functional area as the expense for the recipient’s cash compensation.

In 2023 depreciation and amortization expense increased by $1.8 million, or 7%, from 27.5 million in 2022. 44 Table of Contents Share-based compensation. In the consolidated statements of operations, share-based compensation expense is recorded in the same functional area as the expense for the recipient’s cash compensation.

Also, the efforts the businesses have taken to protect their proprietary rights may not be sufficient or effective. Any significant infringement of their intellectual property rights could harm their business, brand and/or ability to compete, all of which could adversely affect their competitive position, business, financial condition and results of operations.

Any significant infringement of our intellectual property rights and proprietary information could adversely affect our competitive position, business, financial condition and results of operations.

Includes (a) 30,786,700 Сlass B shares held by Highvern Cayman Limited, as Trustee of the LASTAR Trust, the beneficiaries of which include Mr. Volozh or members of his family and (b) options to purchase 32,656 Class A shares.

Each Class B share is convertible at any time by the holder into one Class A share and one Class C share. (2) Includes (a) 32,656 restricted share units in respect of Class A shares that were vested as of or will vest within 60 days of March 31, 2025, and (b) 30,786,700 Сlass B shares held by Highvern Cayman Limited, as Trustee of the LASTAR Trust, the beneficiaries of which include Mr.

Betin, Moldovan, Voloshin and Yakovitsky will resign from the Board. Mr. Boynton has been a non-executive director since 2000 and was appointed to serve as Chairman of the Board in 2016.

Nave holds a Doctor of Juridical Science from Harvard Law School, an LL.B. from Tel Aviv University, and a B.Sc. in Computer Engineering from the Technion. John Boynton has been a non-executive director since 2000 and was appointed to serve as Chairman of our Board in 2016.

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