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КИВИ ПиЭлСи (QIWI PLC) - Сведения, оказывающие, по мнению эмитента, существенное влияние на стоимость его эмиссионных ценных бумаг(часть 2 из 2)

Существенные факты, касающиеся событий эмитента

Сведения, оказывающие, по мнению эмитента, существенное влияние на стоимость его эмиссионных ценных бумаг

1. Общие сведения

1.1. Полное фирменное наименование (для коммерческой организации) или наименование (для некоммерческой организации) эмитента: КИВИ ПиЭлСи (QIWI PLC)

1.2. Адрес эмитента, указанный в Едином государственном реестре юридических лиц: Кеннеди 12, Бизнес-центр Кеннеди, 2 этаж, п/я 1087, Никосия, Кипр

1.3. Основной государственный регистрационный номер (ОГРН) эмитента (при наличии): 0000000000021

1.4. Идентификационный номер налогоплательщика (ИНН) эмитента (при наличии): 9909362043

1.5. Уникальный код эмитента, присвоенный Банком России: NA

1.6. Адрес страницы в сети Интернет, используемой эмитентом для раскрытия информации: https://disclosure.1prime.ru/portal/default.aspx?emId=9909362043

1.7. Дата наступления события (существенного факта), о котором составлено сообщение (если применимо): 23.04.2024

2. Содержание сообщения

(Продолжение)

(f) The minimum acquisition price shall be not less than par value per each class B ordinary share of the Company (or its equivalent in US dollars);

(g) The payment for the acquired class B ordinary shares of the Company, including the Company’s shares represented by the ADSs shall be made

out of the realized and non-distributed profits;

(h) The acquired class B ordinary shares of the Company, including the Company’s shares represented by the ADSs shall be disposed or cancelled

within 2 years following the date when such class B ordinary shares of the Company, including the Company’s shares represented by the ADSs

were acquired;

(i) The authority of the Board of Directors of the Company to acquire the class B ordinary shares of the Company, including the Company’s shares

represented by the ADSs shall expire within 12 months from the date that this resolution is taken;

(j) To authorize the publication of this resolution in at least 2 daily newspapers of wide circulation at least 10 days prior to commencing the

buyback setting out the basic terms thereof and specifying the time period during which the Company intends to proceed with the acquisitions

and to be repeated every time the Company implements the buyback resolution;

(k) To authorize a Director and a Secretary of the Company to notify the Registrar of Companies in Cyprus with respect to the buyback within the

time period specified under section 57A (i) of the Companies Law, Cap. 113.

THE FOLLOWING SPECIAL RESOLUTION IS PROPOSED:

The Board of Directors of the Company be and is hereby authorised to launch a buy-back program and acquire class B ordinary shares of the Company,

including the Company’s shares represented by the American Depositary Shares (the ADSs) listed on the Nasdaq Global Select Market and/or on the

Moscow Exchange in such manner as the Board of Directors of the Company may from time to time determine, subject to the provisions of the Companies

Law, Cap. 113 (as amended) and on the following terms and conditions:

(a) The class B ordinary shares of the Company, including the Company’s shares represented by the ADSs shall be acquired through tender offer

procedure on the Nasdaq Global Select Market and/or on the Moscow Exchange;

(b) The specific mechanism of the tender offer procedure to be determined and approved by the Board of Directors of the Company prior to the

commencement of the buyback;

(c) The maximum number of the class B ordinary shares of the Company, including the Company’s shares represented by the ADSs that will be

acquired by the Company shall not exceed 6,271,297 pcs.;

(d) The maximum acquisition price which may be paid for each class B ordinary share of the Company, including the Company’s shares

represented by the ADS on the Moscow Exchange is RUB 581.00 per share;

(e) The maximum acquisition price which may be paid for each class B ordinary share of the Company, including the Company’s shares

represented by the ADS on the Nasdaq is an equivalent in US dollars of the maximum acquisition price on the Moscow Exchange to be

determined using the official foreign currency exchange rate set by the Central Bank of Russia as of the date to be specified in materials and

instructions accompanying the commencement of the buyback;

(f) The minimum acquisition price shall be not less than par value per each class B ordinary share of the Company (or its equivalent in US dollars);

(g) The payment for the acquired class B ordinary shares of the Company, including the Company’s shares represented by the ADSs shall be made

out of the realized and non-distributed profits;

(h) The acquired class B ordinary shares of the Company, including the Company’s shares represented by the ADSs shall be disposed or cancelled

within 2 years following the date when such class B ordinary shares of the Company, including the Company’s shares represented by the ADSs

were acquired;

(i) The authority of the Board of Directors of the Company to acquire the class B ordinary shares of the Company, including the Company’s shares

represented by the ADSs shall expire within 12 months from the date that this resolution is taken;

(j) To authorize the publication of this resolution in at least 2 daily newspapers of wide circulation at least 10 days prior to commencing the

buyback setting out the basic terms thereof and specifying the time period during which the Company intends to proceed with the acquisitions

and to be repeated every time the Company implements the buyback resolution;

(k) To authorize a Director and a Secretary of the Company to notify the Registrar of Companies in Cyprus with respect to the buyback within the

time period specified under section 57A (i) of the Companies Law, Cap. 113.

RECORD DATE

Only the holders of class A shares and class B shares of the Company whose names are registered in the Register of Members of the Company on the end of

business as of January 19, 2024, are entitled to attend and vote at the Meeting either personally or by proxy, and such proxy need not be a shareholder of the

Company.

The holders of American Depositary Shares, each representing one class B share of the Company, (the ADSs Holders) should refer to Section “Information

for ADSs Holders”.

PROXY

The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing, or, if the appointer is a

corporation, either under seal or under the hand of an officer or attorney duly authorised.

The instrument appointing a proxy authorizing such proxy to attend the Meeting and to exercise discretion shall be in the form as attached in Annex A hereto

or a form as near thereto as circumstances admit.

The instrument appointing a proxy authorizing such proxy to attend the Meeting and to vote on your behalf under your special instructions shall be in the

form as attached in Annex B hereto or a form as near thereto as circumstances admit.

NOTE: In the sample instrument of proxy the name of the Deputy Chief Executive Officer of the Company (the Deputy CEO) is inserted as proxy. The

Deputy CEO will attend the Meeting. Accordingly, should you wish you may sign and deposit the instrument of proxy to attend the Meeting and vote on

your behalf as you will specifically instruct on the instrument of proxy. The Deputy CEO will not vote for any matter on any shareholder’s behalf unless the

proxy includes specific voting instructions.

Original of any instrument of proxy or its notarially certified copy shall be deposited at the Company’s registered office at 12 Kennedy Avenue, Kennedy

Business Centre, 2nd floor, P.C. 1087, Nicosia, Cyprus, and a copy of such instrument of proxy shall be delivered to the Company by electronic mail to

corporatelawyer@qiwi.com at any time BEFORE the time for holding the Meeting, i.e. by March 11, 2024 10.00 a.m. (Cyprus time) (the Cut Off

Time).

Proxies deposited after the Cut Off Time shall not be treated as valid.

VOTING

Every shareholder present in person or by proxy at a general meeting of shareholders of the Company shall have such number of votes for each share of

which they are the holders as are attached to the class of shares of which they are the holders. Pursuant to Regulation 5 of the Articles for so long as class A

shares of the Company are in issue and are outstanding, each class A share of the Company confers upon its holder the right to ten (10) votes and each class

B share of the Company confers upon its holder the right to one (1) vote at a general meeting of shareholders of the Company.

INFORMATION FOR ADSs HOLDERS

The ADSs Holders shall exercise their voting rights subject to the relevant provisions of the Deposit Agreement dated May 02, 2013, of which a copy is

available for no charge at:

https://www.sec.gov/Archives/edgar/data/1561566/000119312513161884/d426593dex43.htm.

MATERIALS

Copies of materials related to the Meeting, including this notice of the Meeting, forms of instruments appointing proxy are available for no charge in

electronic form on the Company’s website: https://qiwi.global/governance/general-meetings/.

Attached:

1. Annex A – Sample of Proxy to exercise discretion.

2. Annex B – Sample of Proxy to vote under instructions.

Yours faithfully,

Mr. Sergey Solonin

Chairman of the Board of Directors

for and on behalf of QIWI plc

Exhibit 99.4

QIWI Comments on Revocation of Banking License of JSC QIWI Bank

NICOSIA, CYPRUS – February 26, 2024 – QIWI plc (NASDAQ and MOEX: QIWI) (“QIWI” or the “Company”), an innovative provider of cutting-edge fintech services, commented on recent developments in Russia related to the previously divested Russian assets, specifically, the revocation of the banking license of JSC QIWI Bank (the “QIWI Bank”) and certain implications such developments may have on the Company’s business and the previously announced intention to buy back its own shares.

Background

As part of its strategy to develop and expand its international business, on January 19, 2024, QIWI entered into an agreement to sell its Russian assets consolidated under its subsidiary JSC QIWI, including QIWI Bank being one of the subsidiaries of JSC QIWI (the “Transaction”). The Transaction was closed and all shares of JSC QIWI were transferred to Fusion Factor Fintech Limited (the “Buyer”), a Hong Kong company wholly-owned by Mr. Andrey Protopopov, the former Director and the CEO of QIWI plc, on January 29, 2024.

The price of the Transaction (the “Transaction price”) was RUB 23.75 billion to be paid in several installments over four years. 100% of the shares of the Buyer were pledged in favor of the Company to secure the payment of the Transaction price.

Further, the Board of Directors of the Company convened an Extraordinary General Meeting of the shareholders (the “EGM”) to be held on March 11, 2024 to approve a buyback tender offer (the “Buyback”) for up to 10% of the Company’s issued and outstanding shares, subject to consummation of the Transaction. The Buyback is expected to be financed by the proceeds from the Transaction.

Recent developments in Russia

On February 21, 2024, the CBR declared that it revoked the banking license from QIWI Bank for cases of non-compliance with federal banking laws and CBR regulations. The full version of the CBR press release is available at https://www.cbr.ru/eng/press/pr/?id=39708.

By its order, the CBR appointed the State Corporation Deposit Insurance Agency as the temporary management of QIWI Bank. The temporary management will carry out its activity until the appointment of a receiver or a liquidator. As a result, QIWI Bank was forced to cease operations.

To our knowledge, QIWI Bank had no signs of bankruptcy. Thus, after the liquidation procedure, the remaining capital should be transferred to its owner, JSC QIWI. As of December 31, 2023, the capital of QIWI Bank comprised RUB 25.0 billion. There is no certainty on how the situation will continue to develop, what time will be required for the liquidation, and whether any funds at all will be available to JSC QIWI after the liquidation.

Implications for QIWI plc

We note that QIWI Bank served as an operator for processing domestic payments in Russia and as a vendor and partner for various cross-border transactions, including certain products and services of our international businesses. We are currently assessing the implications for the Company’s operating and financial performance, but, as of today, we are not able to provide any accurate estimates in this regard.

Implications for the Transaction

The revocation of QIWI Bank’s banking license has a significant adverse effect on the valuation of JSC QIWI. However, the Purchase Agreement between QIWI plc and the Buyer provides that no subsequent changes in the valuation of the assets sold would affect the Transaction price. The Purchase Agreement further provides that neither party shall have the right to terminate (i.e., unilaterally refuse to perform in whole or in part) the Transaction. There can be no assurance at this time, however, whether the Buyer is going to be able to perform its obligations under the Purchase Agreement in accordance with the stipulated timeline.

Under the Pledge Agreement constituting the part of the Transaction, a payment default of the Buyer triggers the right (but not the obligation) of QIWI plc, at its sole discretion, to sell or dispose of the shares of the Buyer and of JSC QIWI at such time and in such manner (whether by public auction, private sale or otherwise) as QIWI plc may consider fit and for such consideration which may be equal to the fair market value as assessed by the independent appraiser or determined through a public auction, or correspond to the Transaction price. QIWI plc also has the right to apply any cash collected or received under or pursuant to this pledge in or towards satisfaction of the secured obligations.

QIWI plc underlines that there is no intention to return the disposed Russian assets back to the Company in case a payment default occurs. Instead, QIWI plc intends to initiate a search for a third party to purchase the receivable together with the right of claim to the pledge and/or pursue other rights and remedies available to the Company under the Purchase Agreement and the Pledge Agreements.

In case of a payment default, the process of selling the pledged shares may still involve various scenarios with varying degrees of complexity and uncertainty, which may lead to a prolonged and potentially arduous process of resolving the situation. This could involve negotiations, legal proceedings, or alternative arrangements, all of which may lead to an extended period of uncertainty in respect of the collectibility of the receivables related to the Transaction. We also note that the Transaction price is denominated in Russian Rubles, which creates currency risks such that a potential Ruble devaluation would have an adverse impact on the financial results of the Company.

Implications on the Buyback

Given that, as previously announced, the Company anticipates using the proceeds of the Transaction to finance the Buyback, any potential payment default by the Buyer would have an immediate adverse impact on the Company’s ability to finance the Buyback. In case the payment default occurs, the Company would have to scale down the Buyback or postpone it until the situation with the collectability of the receivables under the Transaction is resolved.

About QIWI plc.

QIWI Global is an innovative provider of cutting-edge fintech services. We stand at the forefront of fintech innovations to facilitate and secure the digitalization of payments. Our mission is to create adaptive fintech solutions that connect companies and millions of people in a changing world. We offer a wide range of products under several directions: payment and financial services for merchants and B2C clients across various digital use-cases and several other investments in rapidly growing fintech businesses in the MENA, SEA, and EU.

QIWI's American depositary shares are listed on the NASDAQ and Moscow Exchange (ticker: QIWI). For more information, visit qiwi.global.

Contact

Investor Relations

+357.25028091

ir@qiwi.global

Exhibit 99.5

QIWI Announces Results of an Extraordinary General Meeting of Shareholders

NICOSIA, CYPRUS – March 12, 2024 – QIWI plc (NASDAQ and MOEX: QIWI) (“QIWI” or the “Company”), innovative provider of cutting-edge fintech services, today announced that resolution proposed at QIWI’s Extraordinary General Meeting of Shareholders (the “EGM”) held on March 11, 2024, has not been approved.

The total number of Class A shares eligible to vote at the EGM was 10,413,522 with a total of 104,135,220 voting rights; the total number of Class B shares was 52,299,453 with a total of 52,299,453 voting rights. Each Class A share carries ten votes and each Class B share carries one vote.

The following is a brief description of the matters voted upon at the EGM of the Company held on March 11, 2024:

·To authorize the Board of Directors of the Company to launch a buy-back program and acquire class B ordinary shares of the Company, including the Company’s shares represented by the American Depositary Shares (the ADSs) listed on the Nasdaq Global Select Market and/or on the Moscow Exchange in such manner as the Board of Directors of the Company may from time to time determine, subject to the provisions of the Companies Law, Cap. 113 (as amended)

The final voting results on the item described above were as follows:

Brief description of the matter put to vote:

To authorize the Board to buyback ordinary shares of the Company represented by the ADSs

Votes For: 3,876,798

Votes Against:111,848,953

Abstained: 108,001

About QIWI plc.

QIWI's American depositary shares are listed on the NASDAQ and Moscow Exchange (ticker: QIWI). For more information, visit qiwi.global.

Contact

Investor Relations

+357.25028091

ir@qiwi.global

Exhibit 99.6

QIWI Announces Full Year 2023 Financial Results

Please refer to https://www.sec.gov/Archives/edgar/data/1561566/000110465924050385/tm244342d4_ex99-6.htm

3. Подпись

3.1. Наименование должности, И.О. Фамилия уполномоченного лица эмитента: Главный исполнительный директор, А.С. Мащенков

3.2. Дата: 23.04.2024

Настоящее сообщение предоставлено непосредственно Субъектом раскрытия информации или Распространителем информации и опубликовано в соответствии с Положением о раскрытии информации эмитентами эмиссионных ценных бумаг N714-П от 27 марта 2020 г., или с Положением о раскрытии информации эмитентами эмиссионных ценных бумаг N454-П от 30 декабря 2014 г., или Положением о требованиях к порядку и срокам раскрытия информации, связанной с деятельностью акционерных инвестиционных фондов и управляющих компаний паевых инвестиционных фондов, а также к содержанию раскрываемой информации, утвержденным Приказом ФСФР России от 22 июня 2005 г. N05-23/пз-н.

За содержание сообщения и последствия его использования информационное агентство "AK&M" ответственности не несет.

Телефон: +7 (499) 132-61-30, e-mail: postmail@akm.ru