QIWI plc 7,973,330 American Depositary Shares Representing Class B Shares, par value €0.0005 per share Underwriting AgreementQiwi • June 17th, 2014 • 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
