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

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

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

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

 

Nebius Group N.V.

Investor Relations
askIR@nebius.com

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