SHAREHOLDERS’ AGREEMENT FOR HEADHUNTER GROUP PLC Dated as of , 2019Shareholders’ Agreement • April 25th, 2019 • HeadHunter Group PLC • Services-help supply services • England and Wales
THIS SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of this day of , 2019, is made by and among Highworld Investments Limited, a limited liability company incorporated under the laws of the British Virgin Islands (“Highworld”) and ELQ Investors VIII Limited, a limited liability company organized under the laws of England and Wales (“ELQ VIII”); (collectively the “Shareholders” and each individually, the “Shareholder”). All signatories to this Agreement are collectively referred to as the “Parties” and individually as a “Party”.
HeadHunter Group PLC Ordinary Shares, in the form of American Depositary Shares Underwriting AgreementUnderwriting Agreement • April 25th, 2019 • HeadHunter Group PLC • Services-help supply services • New York
The shareholders named in Schedule II hereto (the “Selling Shareholders”) of HeadHunter Group PLC, a company incorporated under the laws of the Republic of Cyprus (the “Company”), propose, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] ordinary shares of the Company (the “Firm Shares”) to be delivered in the form of [•] American Depositary Shares, each representing [•] of the Company’s ordinary shares, nominal value [•] per share (the “Firm ADSs”), and, at the election of the Underwriters, up to [•] additional ordinary shares of the Company (the “Optional Shares” and, together with the Firm Shares, the “Shares”) to be delivered in the form of [•] ADSs (the “Optional ADSs”). The Firm ADSs and the Optional ADSs that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “ADSs.”
as Borrower 1 HEADHUNTER GROUP PLC as Borrower 2 VTB BANK (PUBLIC JOINT-STOCK COMPANY) as the Arranger VTB BANK (PUBLIC JOINT-STOCK COMPANY) as the Facility Administrator VTB BANK (PUBLIC JOINT-STOCK COMPANY) as the Original Lender AMENDMENT AGREEMENT...Independent Guarantee Agreement • April 25th, 2019 • HeadHunter Group PLC • Services-help supply services
