Nebius shareholders adopted all proposals on Aug 21, 2025, including cancelling 40,000,000 treasury shares

Written by Claude Sonnet 5.5, an AI model, from public records. Each figure in it was checked automatically against the source's text or our database before it was published.

Nebius Group N.V. said on Aug 22, 2025 that all resolutions put to its annual general meeting of shareholders, held on Aug 21, 2025, had been adopted. In the press release, which it attached to a Form 6-K, the report a foreign company files with the US Securities and Exchange Commission, the company called itself a leading AI infrastructure company.1^,2^,3^,4

Nebius had Class A and Class B shares that carried different numbers of votes: a Class A share carried one vote and a Class B share ten, and both classes voted together as a single class on every matter. The company said 203,009,866 Class A shares were eligible to vote, with 203,009,866 voting rights, along with 35,698,674 Class B shares, with 356,986,740 voting rights.5^,6

Several items concerned the share capital. Shareholders designated the board as the body competent to issue Class A shares up to an additional 20% of the issued share capital, excluding Class C shares, for five years from the meeting date, by 399,060,809 votes for, 14,801,824 against and 2,100,049 abstained. They also designated the board to exclude existing shareholders' pre-emptive rights, their priority to buy new shares, on Class A issues for five years, by 393,002,569 votes for, 20,744,607 against and 2,215,506 abstained. The board was authorized for 18 months to repurchase shares up to 20% of the issued share capital, in the case of Class A shares at the Nasdaq market price at the time, by 401,299,780 votes for, 14,483,756 against and 179,146 abstained. Shareholders also approved the cancellation of 40,000,000 Class A shares held in treasury, by 415,705,815 votes for, 56,557 against and 200,310 abstained.7^,8^,9^,10^,11^,12

Shareholders re-appointed Arkady Volozh as an executive director, by 414,917,731 votes for, 872,064 against and 172,887 abstained, and Ophir Nave in the same role, by 401,785,324 for, 12,911,264 against and 1,266,094 abstained. They appointed Arne Grimme and Matthew Weigand as non-executive directors and re-appointed John Boynton, Elena Bunina, Kira Radinsky and Charles Ryan as non-executive directors.13^,14^,15^,16^,17^,18^,19^,20

They extended the term to prepare the 2024 accounts, adopted the accounts by 413,816,798 votes for, 61,688 against and 2,084,196 abstained, and approved the board's discharge for liabilities to the company. They approved an amendment of the articles of association, by 393,075,038 votes for, 20,736,135 against and 2,151,509 abstained, amended the board's compensation guidelines and appointed auditors.21^,22^,23^,24^,25^,26