7/31/2019 Yahoo Memo From Levinsohn 05-13-12

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Yahoos

We have just announced very significant news regarding the

leadership of our Company. The Board of Directors has appointed

Fred Amoroso Chairman of the Board and has asked me to take on the

role of interim Chief Executive Officer, to replace Scott Thompson,

who has left the Company. In addition, the Board also announced that

it has reached a settlement with our major shareholder Third Point

LLC, enabling us to avoid a proxy contest.

As a part of the Boards agreement with Third Point, Daniel S. Loeb,

Harry J. Wilson and Michael J. Wolf are joining the Yahoo! Board. In

connection with their addition, the members of our Board who were

not planning to stand for re-election have decided to step down

immediately to accelerate the leadership transition for the new Board

in advance of the annual meeting. Weve attached the press release

outlining all of these changes for your review.

Importantly, todays announcements lay to rest the unfortunate and

serious distractions surrounding our senior leadership and the

composition of our Board going forward. I know that Fred and the new

Yahoo! Board are looking forward to working constructively to

stabilize the leadership team and to further accelerate the progress wehave made in reinvigorating Yahoo!, executing against the Companys

strategic initiatives and enhancing stockholder value.

For my part, I want you to know that I am honored to lead this great

company as interim Chief Executive Officer, and I accept that

responsibility with enthusiasm and confidence for three reasons

above all others: As I have said since I joined Yahoo in 2010, I believe

in the tremendous strength and value of our brand, and in our

relationship with our users and partners; I believe in the substantial

organizational, operational and strategic progress we have made inrecent months in spite of the internal and external challenges we have

faced; and most of all, I believe with all my heart in all of you and

your dedication to continuing to make this company great. What we

achieve in this company is substantial on each and every day, on a

scale rarely matched across the globe. Im incredibly proud to be a

part of this team.

This may seem like a great deal of news to digest, but as you are all

keenly aware, Yahoo! is a dynamic, global company in a dynamic,

7/31/2019 Yahoo Memo From Levinsohn 05-13-12

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global industry, so change sometimes unexpected and sometimes at

lightning speed is something we will continue to live with and

something we should embrace. However, todays announcementsreally boil down to this: following these changes, a transformation

and renewal at the Board level that began in August of last year is now

complete.

Of course, these changes will also raise new questions along with

those it answers. I invite you to bring those questions to me, or any

member of the executive leadership team, and we will answer them as

forthrightly and promptly as we can. Please also look for an invite and

plan to attend an all-hands meeting we are organizing for Monday

afternoon we look forward to speaking with you further at thattime.

In the meantime, I know there is one thing we should definitely all be

doing in light of this news, and that is to focus on the momentum

weve created over the last few months. Many of you have heard me

talk about the possibilities we have, and about the opportunities in

front of us. In spite of the very bumpy road weve traveled, we are

achieving genuine and meaningful successes in the marketplace every

day and heading in the right direction.

You deserve at least as much from your leadership as you give. I takethat responsibility very seriously and promise to give you my all while

Im serving as interim CEO.

I want to close by thanking you for your commitment to Yahoo! and

your continued hard work. To be a Yahoo is to be resilient, and you

are very much appreciated. Lets go on the offensive starting today!

Ross Levinsohn

Interim Chief Executive Officer