EX-99.1 2 tm2524116d1_ex99-1.htm EXHIBIT 99.1

 

EXHIBIT 99.1

 

 

 

Nebius Group N.V. announces results of its Annual General Meeting

 

AMSTERDAM, the Netherlands — August 22, 2025 — Nebius Group N.V. (NASDAQ: NBIS) (the “Company”), a leading AI infrastructure company, today announced that all resolutions proposed at the Annual General Meeting of Shareholders of the Company (the “AGM”), held on August 21, 2025, have been adopted.

 

The total number of Class A shares eligible to vote at the AGM was 203,009,866, with a total of 203,009,866 voting rights; the total number of Class B shares eligible to vote at the AGM was 35,698,674, with a total of 356,986,740 voting rights. Each Class A share carries one vote; each Class B share carries ten votes. The Class A shares and Class B shares voted together as a single class on all matters at the AGM.

 

Results of the AGM

 

Below are the results of each proposal presented to the AGM:

 

Item 1: Extension of term to prepare 2024 Accounts

 

Number of Votes
For
  Number of Votes
Against
  Number of Votes
Abstained
413,735,313  123,050  2,104,319

 

Item 2: Adoption of the 2024 Accounts

 

Number of Votes
For
  Number of Votes
Against
  Number of Votes
Abstained
413,816,798  61,688  2,084,196

 

Item 3: Discharge of the Board for liabilities to the Company

 

Number of Votes
For
  Number of Votes
Against
  Number of Votes
Abstained
413,419,206  2,311,109  232,367

 

Item 4: Re-appointment of Arkady Volozh as an Executive Director

 

Number of Votes
For
  Number of Votes
Against
  Number of Votes
Abstained
414,917,731  872,064  172,887

 

Item 5: Re-appointment of Ophir Nave as an Executive Director

 

Number of Votes
For
  Number of Votes
Against
  Number of Votes
Abstained
401,785,324  12,911,264  1,266,094

 

 

 

 

Item 6: Re-appointment of John Boynton as a Non-Executive Director

 

Number of Votes
For
  Number of Votes
Against
  Number of Votes
Abstained
396,747,571  19,015,666  199,445

 

Item 7: Re-appointment of Elena Bunina as a Non-Executive Director

 

Number of Votes
For
  Number of Votes
Against
  Number of Votes
Abstained
401,251,034  14,510,759  200,889

 

Item 8: Appointment of Arne Grimme as a Non-Executive Director

 

Number of Votes
For
  Number of Votes
Against
  Number of Votes
Abstained
414,193,016  506,752  1,262,914

 

Item 9: Re-appointment of Kira Radinsky as a Non-Executive Director

 

Number of Votes
For
  Number of Votes
Against
  Number of Votes
Abstained
406,071,115  8,169,967  1,721,600

 

Item 10: Re-appointment of Charles Ryan as a Non-Executive Director

 

Number of Votes
For
  Number of Votes
Against
  Number of Votes
Abstained
400,250,516  14,441,674  1,270,492

 

Item 11: Appointment of Matthew Weigand as a Non-Executive Director

 

Number of Votes
For
  Number of Votes
Against
  Number of Votes
Abstained
414,184,894  505,075  1,272,713

 

Item 12: Amendment of Articles of Association of the Company, and authorization of Boaz Tal, General Counsel to the Company, and each lawyer and (candidate) civil-law notary of Warendorf, acting individually, to sign a notarial Deed of Amendment of the Articles of Association.

 

Number of Votes
For
  Number of Votes
Against
  Number of Votes
Abstained
393,075,038  20,736,135  2,151,509

 

Item 13: Amendment of General Guidelines for Compensation of the Board of Directors

 

Number of Votes
For
  Number of Votes
Against
  Number of Votes
Abstained
399,116,799  14,708,428  2,137,455

 

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Item 14: Appointment of Auditors

 

Number of Votes
For
  Number of Votes
Against
  Number of Votes
Abstained
415,724,883  56,308  181,491

 

Item 15: Designation of the Board of Directors as the competent body to issue from time to time Class A Shares up to an additional 20% of the issued share capital (excluding Class C Shares) of the Company for a period of five years from the AGM Date

 

Number of Votes
For
  Number of Votes
Against
  Number of Votes
Abstained
399,060,809  14,801,824  2,100,049

 

Item 16: Designation of the Board of Directors as the competent body to exclude pre-emptive rights of the existing shareholders in respect of the issue of Class A Shares for a period of five years from the AGM Date

 

Number of Votes
For
  Number of Votes
Against
  Number of Votes
Abstained
393,002,569  20,744,607  2,215,506

 

Item 17: Authorization of the Board of Directors for a period of 18 months to repurchase shares in the capital of the Company up to 20% of the issued share capital from time to time, in the case of Class A shares, against a purchase price equal to the market price on the Nasdaq Global Select Market of the Class A shares at the time of repurchase

 

Number of Votes
For
  Number of Votes
Against
  Number of Votes
Abstained
401,299,780  14,483,756  179,146

 

Item 18: Cancellation of 40,000,000 Class A shares of the Company held in treasury

 

Number of Votes
For
  Number of Votes
Against
  Number of Votes
Abstained
415,705,815  56,557  200,310

 

***

 

For further information, please visit https://group.nebius.com/governance/for-shareholders or contact:

 

Nebius Group N.V.

 

Investor Relations
askIR@nebius.com

 

Media Relations
media@nebius.com

 

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