QIWI PLC AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Form of Deposit Agreement Dated as of , 2013Deposit Agreement • April 19th, 2013 • Qiwi • Services-business services, nec • New York
DEPOSIT AGREEMENT dated as of , 2013 among QIWI PLC, a company incorporated under the laws of Cyprus (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
QIWI plc American Depositary Shares Representing Class B Shares, par value €0.0005 per share Underwriting AgreementUnderwriting Agreement • September 26th, 2013 • Qiwi • Services-business services, nec • New York
The shareholders named in Schedule 2 hereto (the “Selling Shareholders”) of QIWI plc, a company incorporated under the laws of the Republic of Cyprus (the “Company”), propose to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of American Depositary Shares (the “Underwritten ADSs”), representing Class B shares, par value €0.0005 per share, of the Company (the “Ordinary Shares”). In addition, the Selling Shareholders propose to sell, at the option of the Underwriters, up to an additional American Depositary Shares, representing Ordinary Shares (collectively, the “Option ADSs”). The Underwritten ADSs and the Option ADSs are herein referred to as the “ADSs.” The Ordinary Shares represented by the ADSs are herein referred to as the “Shares.” Each reference to the Underwritten ADSs, the Option ADSs or the ADSs herein, unless the context otherwise requires, also include the Shares
14 May 2015 QIWI plc and Otkritie Holding JSC and Otkritie Investment Cyprus Limited DEED OF SUBSCRIPTION in respect of shares in QIWI plcDeed of Subscription • March 15th, 2016 • Qiwi • Services-business services, nec • England and Wales
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and between QIWI plc and The Investors Party Hereto Dated as of , 2013Registration Rights Agreement • September 17th, 2013 • Qiwi • Services-business services, nec • New York
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (“Agreement”) is made as of the day of , 2013, by and among QIWI plc (the “Company”) and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” and collectively as the “Investors.”
QIWI plc 7,973,330 American Depositary Shares Representing Class B Shares, par value €0.0005 per share Underwriting AgreementUnderwriting Agreement • June 17th, 2014 • Qiwi • Services-business services, nec • New York
QIWI plc, a company incorporated under the laws of the Republic of Cyprus (the “Company”) proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 1,993,330 American Depositary Shares (the “Company Underwritten ADSs”), representing Class B shares, par value €0.0005 per share, of the Company (the “Ordinary Shares”); and the shareholders named in Schedule 2 hereto (the “Selling Shareholders”) of the Company propose to sell to the Underwriters an aggregate of 5,980,000 American Depositary Shares (the “Selling Shareholder Underwritten ADSs” and together with the Company Underwritten ADS, the “Underwritten ADSs”), representing Ordinary Shares. In addition, the Company and the Selling Shareholders propose to sell, at the option of the Underwriters, up to an additional 1,196,000 American Depositary Shares, representing Ordinary Shares (collectively, the “Option ADS
ContractPartnership Agreement • June 7th, 2018 • Qiwi • Services-business services, nec
JSC Tochka JV structure Tochka Management Team 50%+1 share in capital 45% economic interest 40% share in capital 45% economic interest 10% -1 share in capital 10% economic interest Joint Venture JSC Tochka, June 2018
Unaudited pro forma combined financial statements as of March 31, 2015 and the year ended December 31, 2014Subscription Agreement • December 22nd, 2015 • Qiwi • Services-business services, nec
On May 14, 2015, QIWI plc (“QIWI” or the “Company”) entered into the Subscription Agreement in Respect of Shares in QIWI plc (the “Subscription Agreement”) with Otkritie Investment Cyprus Limited (“Otkritie”) to acquire 100% ownership of the Contact money transfer system (“Contact”) and the Rapida payment processing system (“Rapida”) by acquiring all of the outstanding interests in CIHRUS LLC (“CIHRUS”), the holding company that held those two businesses. Under the terms of the Subscription Agreement, QIWI agreed to issue 5,593,041 class B shares to Otkritie in exchange for all of the outstanding interests in CIHRUS in two separate closings.
FORM OF VOTING AGREEMENTVoting Agreement • March 19th, 2013 • QIWI PLC • Services-business services, nec
This Voting Agreement (this “Agreement”), dated as of , 2013, is entered into by and among Saldivar Investments Limited (“Saldivar”), Sergey A. Solonin (“Sergey Solonin”), Palmway Holdings Limited (“Palmway”), Antana International Corporation (“Antana”), Andrey N. Romanenko (“Andrey Romanenko”), Dargle International Limited (“Dargle”), Igor N. Mikhailov (“Igor Mikhailov”), Bralvo Limited (“Bralvo”), E1 Limited (“E1”), Mail.ru Group Limited (“Mail.ru”) and Mitsui & Co., Ltd. (“Mitsui” and together with Saldivar, Sergey Solonin, Palmway, Antana, Andrey Romanenko, Dargle, Igor Mikhailov, Bralvo, E1 and Mail.ru, the “Shareholders” and each a “Shareholder”), which are shareholders of QIWI PLC (the “Company”).
QIWI BANK (JOINT-STOCK COMPANY) as seller of QIWI PLC as seller and PUBLIC JOINT STOCK COMPANY “SOVCOMBANK” as buyer THE AGREEMENT FOR THE ACQUISITION OF ASSETS RELATED TO THE PROJECT “SOVEST”Agreement for the Acquisition of Assets • April 15th, 2021 • Qiwi • Services-business services, nec
REGISTRATION RIGHTS AGREEMENT by and between QIWI plc and Public Joint-Stock Company “Bank Otkritie Financial Corporation” Dated as of November 25, 2019Registration Rights Agreement • November 25th, 2019 • Qiwi • Services-business services, nec • New York
This REGISTRATION RIGHTS AGREEMENT (“Agreement”) is made as of the 25th day of November, 2019, by and among QIWI plc, a public company incorporated under the laws of Cyprus (the “Company”) and Public Joint-Stock Company “Bank Otkritie Financial Corporation” (the “Selling Shareholder”).
Certain information has been excluded from the exhibit because we treat it as private or confidential. January 19, 2024 QIWI PLC acting as Seller and FUSION FACTOR FINTECH LIMITED acting as Buyer 1 and ANDREY PROTOPOPOV acting as Buyer 2 SALE AND...Sale and Purchase Agreement • April 22nd, 2024 • Qiwi • Services-business services, nec
1 DEFINITIONS 3 2 SUBJECT MATTER OF THE AGREEMENT 8 3 PURCHASE PRICE 8 4 CONDITIONS 9 5 CLOSING 11 6 PLEDGE 12 7 TERMINATION 12 8 SELLER’S INDEMNITY 13 9 WARRANTIES 13 10 PARTIES’ LIABILITY 14 11 MISCELLANEOUS 17 Schedule 1 List of the Company’s Subsidiaries 22 Schedule 2 The Purchase Price Payment Schedule 25 Schedule 3 Seller’s Warranties 26 Schedule 4 Buyer’s 1 Warranties 27 Schedule 5 Buyer’s 2 Warranties 29
