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
