UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

QIWI plc
(Name of Subject Company (Issuer))

Otkritie Holding JSC
and
Otkritie Investments Cyprus Limited
(Names of Filing Persons (Offerors))

American Depositary Shares, each representing one Class B ordinary share, having a nominal value EUR 0.0005 per share

Class B ordinary shares, having a nominal value of EUR 0.0005 per share
(Title of Class of Securities)

74735M108
(CUSIP Number of American Depositary Shares)

Otkritie Holding JSC
2/4 Letnikovskaya Street, 115114
Moscow, Russia
Attention: Alexander Tarabrin
Telephone: +7 (495) 232-03-00

Otkritie Investments Cyprus Limited
Griva Digeni, 105, 1st floor,
Flat/Office 102A&102C,
3101, Limassol, Cyprus
Attention: Kristina Khakhulina
Telephone: +357 25 02 81 52
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

With copies to:
Scott I. Sonnenblick
Linklaters LLP
1345 Avenue of the Americas
New York, New York 10105
(212) 903-9000

CALCULATION OF FILING FEE

Transaction Valuation*
Amount Of Filing Fee**
$694,239,084
$80,462.31
*Estimated solely for purposes of calculating the filing fee. The transaction valuation was calculated based on 24,794,253 Class B ordinary shares, having a nominal value EUR 0.0005 per share (the “Class B Shares”), including Class B Shares represented by American Depositary Shares (each American Depositary Share representing rights to one Class B Share) (the “ADSs”) of QIWI plc (“QIWI”), multiplied by the offer price of $28.00 per Class B Share or ADS. The calculation of the filing fee is based on publicly available information as of June 15, 2017.
**The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for fiscal year 2016, issued August 31, 2016 by multiplying the transaction value by .0001159.
oCheck the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: None
Filing Party: N/A
Form or Registration No.: N/A
Date Filed: N/A
oCheck the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

third-party tender offer subject to Rule 14d-1.
oissuer tender offer subject to Rule 13e-4.
ogoing-private transaction subject to Rule 13e-3.
amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

oRule 13e-4(i) (Cross-Border Issuer Tender Offer)
oRule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Tender Offer Statement on Schedule TO (together with any amendments and supplements thereto, collectively constitute this “Schedule TO”) relates to the offer by Otkritie Holding JSC, a joint stock company organized under the laws of the Russian Federation (“Parent”) and Otkritie Investments Cyprus Limited, a company organized under the laws of the Republic of Cyprus and an indirect, wholly-owned subsidiary of Parent (“Purchaser” and, together with Parent, the “Offerors”) to purchase up to 24,794,253 outstanding Class B ordinary shares, having a nominal value EUR 0.0005 per share (the “Class B Shares”), including Class B Shares represented by American Depositary Shares (each American Depositary Share representing one Class B Share) (the “ADSs” and, together with the Class B Shares, the “Securities”), of QIWI, a company incorporated under the laws of the Republic of Cyprus, which, when added to the Securities already held by the Offerors and their affiliates, constitutes approximately 63.85% of the outstanding Securities based on 45,080,461 Class B Shares (including Class B Shares represented by ADSs) outstanding as of March 17, 2017, as disclosed by QIWI in its Annual Report on Form 20-F filed on March 22, 2017 (“QIWI’s Form 20-F”), at a price of $28.00 per Class B Share or ADS, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the offer to purchase dated June 16, 2017 (the “Offer to Purchase”) and the related Form of Acceptance or Letter of Transmittal, as applicable (which, together with any amendments or supplements hereto and thereto, collectively constitute the “Offer”). The information set forth in the Offer to Purchase, including all schedules thereto, is hereby expressly incorporated in this Schedule TO by reference in response to Items 1 through 9 and Item 11 of this Schedule TO and is supplemented by the information specifically provided for in this Schedule TO.

Item 1. Summary Term Sheet.

The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet” is incorporated herein by reference.

Item 2. Subject Company Information.

(a) The name of the subject company and the issuer of the securities to which this Schedule TO relates is QIWI. QIWI’s principal executive offices are located at Kennedy 12, Kennedy Business Centre, 2nd floor, P.C. 1087, Nicosia, Republic of Cyprus. Its telephone number at such address is +357-22-653390.

(b) This Schedule TO relates to the Offerors’ offer to purchase up to 24,794,253 outstanding Class B Shares, including Class B Shares represented by ADSs, of QIWI. According to QIWI’s Form 20-F, as of March 17, 2017, 45,080,461 Class B Shares, including Class B Shares represented by ADSs, were issued and outstanding. The information set forth in the section of the Offer to Purchase entitled “Introduction” is incorporated herein by reference.

(c) The Class B Shares underlying the ADSs are neither listed nor traded on any stock exchange. The ADSs are traded on the NASDAQ Stock Market under the symbol “QIWI.” The information set forth in Section 6 – “Price Range of ADSs; Dividends” of the Offer to Purchase is incorporated herein by reference.

Item 3. Identity and Background of Filing Person.

This Schedule TO is filed by the Offerors. The information set forth in Section 9 – “Certain Information Concerning the Offerors” in the Offer to Purchase and in Annex A to the Offer to Purchase is incorporated herein by reference.

Item 4. Terms of the Transaction.

(a) The information set forth in the Offer to Purchase under the following captions is incorporated by reference in this Schedule TO:

Section 1 – “Terms of the Offer”
Section 2 – “Acceptance for Payment and Payment for Securities”
Section 3 – “Procedures for Tendering Securities”
Section 4 – “Withdrawal Rights”
Section 14 – “Conditions to the Offer”

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

(a) and (b) The information set forth in the Offer to Purchase under the following captions is incorporated by reference in this Schedule TO:

Introduction
Section 9 – “Certain Information Concerning the Offerors”
Section 11 – “Background of the Offer; Security Ownership; Contacts with QIWI”
Section 12 – “Material Agreements”
Section 13 – “Purpose of the Offer; Plans for QIWI; Appraisal Rights”

Item 6. Purposes of the Transaction and Plans or Proposals.

For purposes of subsections (a), (c)(1) through (7), the information set forth in the Offer to Purchase under the following captions is incorporated by reference in this Schedule TO:

Introduction
Section 6 – “Price Range of ADSs; Dividends”
Section 11 – “Background of the Offer; Security Ownership; Contacts with QIWI”
Section 13 – “Purpose of the Offer; Plans for QIWI; Appraisal Rights”

Item 7. Source and Amount of Funds or Other Consideration.

(a) The information set forth in Section 10 – “Source and Amount of Funds” of the Offer to Purchase is incorporated herein by reference in this Schedule TO.

(b) and (d) not applicable.

Item 8. Interest in Securities of the Subject Company.

(a) The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

Section 9 – “Certain Information Concerning the Offerors”
Section 11 – “Background of the Offer; Security Ownership; Contacts with QIWI”
Section 13 – “Purpose of the Offer; Plans for QIWI; Appraisal Rights”

(b) The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

Section 9 – “Certain Information Concerning the Offerors”
Section 11 – “Background of the Offer; Security Ownership; Contacts with QIWI”

Item 9. Persons/Assets Retained, Employed, Compensated or Used.

(a) The information set forth in Section 16 – “Fees and Expenses” of the Offer to Purchase is incorporated herein by reference in this Schedule TO.

Item 10. Financial Statements.

(a) and (b) not applicable.

The information set forth in Section 9 – “Certain Information Concerning Offeror” in the Offer to Purchase and in Annex B is incorporated herein by reference.

Item 11. Additional Information.

(a)(1) not applicable.

(a)(2) The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

Section 7 – “Possible Effects of the Offer on the Market for the Securities; Stock Exchange Listing; Registration under the Exchange Act; Margin Regulations.”
Section 13 – “Purpose of the Offer; Plans for QIWI; Appraisal Rights”
Section 14 – “Conditions to the Offer”
Section 15 – “Certain Legal Matters; Regulatory Approvals”

(a)(3) The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

Section 14 – “Conditions to the Offer”
Section 15 – “Certain Legal Matters; Regulatory Approvals”

(a)(4) The information set forth in Section 7 – “Possible Effects of the Offer on the Market for the Securities; Stock Exchange Listing; Registration under the Exchange Act; Margin Regulations” of the Offer to Purchase is incorporated herein by reference.

(a)(5) not applicable.

(c) The information set forth in the Offer to Purchase is incorporated herein by reference.

Item 12. Exhibits.

Exhibit No.
Description
(a)(1)(i)
Offer to Purchase, dated June 16, 2017*
(a)(1)(ii)
Form of Acceptance*
(a)(1)(iii)
Instrument of Transfer*
(a)(1)(iv)
Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification on Form W-9)*
(a)(1)(v)
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
(a)(1)(vi)
Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
(a)(1)(vii)
Summary Advertisement, as published in The New York Times on June 16, 2017*
(a)(5)
Not applicable
(b)
Not applicable
(c)
Not applicable
(d)(1)
Deed of Subscription, dated May 14, 2015*
(d)(2)
Cooperation Agreement, dated June 2, 2015*
(d)(3)
Voting Agreement, dated June 2, 2015*
(e)
Not applicable
(f)
Not applicable
(g)
Not applicable
(h)
Not applicable

* Filed herewith

Item 13. Information Required by Schedule 13E-3.

Not applicable.

SIGNATURE

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: June 16, 2017

 
Otkritie Holding JSC
 
 
 
 
 
By:
/s/ Alexander Tarabrin
 
 
Name:
Alexander Tarabrin
 
 
Title:
General Counsel
 
 
 
 
 
Otkritie Investments Cyprus Limited
 
 
 
 
 
By:
/s/ Kristina Khakhulina
 
 
Name:
Kristina Khakhulina
 
 
Title:
Director

EXHIBIT INDEX

Exhibit No.
Description
(a)(1)(i)
Offer to Purchase, dated June 16, 2017*
(a)(1)(ii)
Form of Acceptance*
(a)(1)(iii)
Instrument of Transfer*
(a)(1)(iv)
Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification on Form W-9)*
(a)(1)(v)
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
(a)(1)(vi)
Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
(a)(1)(vii)
Summary Advertisement, as published in The New York Times on June 16, 2017*
(a)(5)
Not applicable
(b)
Not applicable
(c)
Not applicable
(d)(1)
Deed of Subscription, dated May 14, 2015*
(d)(2)
Cooperation Agreement, dated June 2, 2015*
(d)(3)
Voting Agreement, dated June 2, 2015*
(e)
Not applicable
(f)
Not applicable
(g)
Not applicable
(h)
Not applicable

* Filed herewith

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Exhibit (a)(1)(i)

Offer to Purchase for Cash
up to 24,794,253 outstanding Class B ordinary shares
(including Class B ordinary shares represented by American Depositary Shares,
each American Depositary Share representing one Class B ordinary share)   
   
of
   
QIWI plc
   
at
   
$28.00 per Class B ordinary share or American Depositary Share (CUSIP: 74735M108)
   
by
   
Otkritie Holding JSC
   
and
   
Otkritie Investments Cyprus Limited

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, JULY 14, 2017 (THE “EXPIRATION TIME”) (I.E., THE LAST MOMENT OF THE DAY OF JULY 14, 2017), UNLESS THE OFFER IS EXTENDED.
Please note that The Depository Trust Company and its participants, including the custodians for Euroclear and the National Settlement Depositary, will establish their own additional tender procedures or cut-off dates and times for the tender of American Depositary Shares, which may be earlier than the expiration of the Offer.

Otkritie Holding JSC, a joint stock company organized under the laws of the Russian Federation (“Parent”), and Otkritie Investments Cyprus Limited, a company organized under the laws of the Republic of Cyprus and an indirect, wholly-owned subsidiary of Parent (together with Parent, the “Offerors”), are hereby offering to purchase up to 24,794,253 outstanding Class B ordinary shares, having a nominal value EUR 0.0005 per share (the “Class B Shares”), including Class B Shares represented by American Depositary Shares (each American Depositary Share representing one Class B Share) (the “ADSs” and, together with the Class B Shares, the “Securities”), of QIWI plc, a company incorporated under the laws of the Republic of Cyprus (“QIWI” or the “Company”), which, when added to the Securities already held by the Offerors and their affiliates, would constitute approximately 63.85% of the outstanding Securities (based on 45,080,461 Class B Shares (including Class B Shares represented by ADSs) outstanding as of March 17, 2017, as disclosed by QIWI in its Annual Report on Form 20-F filed on March 22, 2017 (“QIWI’s Form 20-F”)), at a price of $28.00 per Class B Share or ADS, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in this offer to purchase dated June 16, 2017 (the “Offer to Purchase”) and the related Form of Acceptance for Class B Shares (the “Form of Acceptance”) or Letter of Transmittal for ADSs (the “Letter of Transmittal”), as applicable (which, together with any amendments or supplements hereto and thereto, collectively constitute the “Offer”). Under no circumstances will we pay interest on the consideration paid for Securities in the Offer, regardless of any extension of the Offer.

The Offer is not subject to any financing condition; however, we are not obligated to purchase any Securities unless at least 20,286,207 Class B Shares, which, when added to the Securities already held by the Offerors and their affiliates, would constitute approximately 53.85% of the outstanding Securities (based on 45,080,461 Class B Shares (including Class B Shares represented by ADSs) outstanding as of March 17, 2017, as disclosed in QIWI’s Form 20-F), are properly and timely tendered and not properly withdrawn before the Expiration Time. The Offer is also subject to various other conditions, and a summary of the principal terms of the offer, including such conditions, appears on pages (1) through (8).

This Offer to Purchase and the related Form of Acceptance or Letter of Transmittal, as applicable, contain important information, and you should read both carefully before deciding whether to tender your Securities.

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In no event will the Offerors purchase more than 24,794,253 Class B Shares, including Class B Shares represented by ADSs (the “Maximum Securities”), in the Offer. If more than the Maximum Securities are properly and timely tendered in the Offer and not properly withdrawn, such Class B Shares and ADSs will be subject to proration as described in “The Offer—Section 1—Terms of the Offer.”

Subject to the terms described herein, unless the Offer is extended, to tender Class B Shares or ADSs in the Offer a holder must tender the Securities prior to the Expiration Time on July 14, 2017 (such date, as it may be extended by us, the “Expiration Date”). The Offerors will announce any decision to extend the Offer in a press release stating the extension no later than 9:00 a.m., New York City time, on the first business day after the scheduled Expiration Date.

Holders tendering in the Offer will have withdrawal rights until the Expiration Time of the Offer. See “The OfferSection 2—Acceptance for Payment and Payment for Securities”, “The OfferSection 4—Withdrawal Rights” and “The OfferSection 14—Conditions to the Offer.”

Within ten business days after the day the Offer is commenced, QIWI is required by the Exchange Act (as defined below) to file with the U.S. Securities and Exchange Commission (the “SEC”) and distribute to holders of Securities a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 containing a statement of the position of the Board of Directors of QIWI with respect to the Offer.

The board of directors of QIWI has not yet made any recommendation to QIWI’s shareholders regarding the Offer. QIWI’s shareholders should carefully consider any such recommendation, if and when made, when making a decision to tender or not tender into the Offer.

Questions or requests for assistance may be directed to Innisfree M&A Incorporated, the information agent for the Offer (the “Information Agent”), at the address or phone number set forth on the back cover of this Offer to Purchase. Additional copies of this Offer to Purchase may also be obtained from the Information Agent.

None of the Offerors, their boards of directors or their executive officers make any recommendation as to whether you should tender your Securities. You must make your own decision as to whether to tender your Securities and, if so, how many to tender. If you are in any doubt as to the action you should take, contact your broker, lawyer, accountant or other professional advisor without delay.

THE OFFER HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY STATE SECURITIES COMMISSION NOR HAS THE SEC OR ANY STATE SECURITIES COMMISSION PASSED UPON THE MERITS OR FAIRNESS OF THE OFFER OR UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS OFFER TO PURCHASE OR THE FORM OF ACCEPTANCE OR LETTER OF TRANSMITTAL. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

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IMPORTANT INFORMATION

How to Tender ADSs

If you desire to tender all or any portion of your ADSs, this is what you must do before the Offer expires:

If you hold your ADSs through a broker, dealer, commercial bank, trust company or other nominee, contact the nominee and have the nominee tender your ADSs for you.
If you hold American Depositary Receipts (“ADRs”) evidencing ADSs in your own name or hold ADSs registered in your own name in the Direct Registration System of the Bank of New York Mellon, you must complete and sign the enclosed Letter of Transmittal according to its instructions and deliver it, together with any required signature guarantees (as outlined in “The Offer—Section 3—Procedures for Tendering Securities—Signature Guarantees”), the ADRs evidencing your ADSs, if applicable, and any other documents required by the Letter of Transmittal, to Computershare Trust Company, N.A., the ADS tender agent and the depositary for the Offer (the “Receiving Agent”) at one of the addresses set forth on the back cover page of this Offer to Purchase. Detailed instructions are contained in the Letter of Transmittal and in “The Offer—Section 3—Procedures for Tendering Securities.”
If you are an institution participating in the Depository Trust Company, you must tender your ADSs according to the procedure for book-entry transfer described in “The Offer—Section 3—Procedures for Tendering Securities.”

How to Tender Class B Shares

If you desire to tender all or any portion of your Class B Shares in the Offer, before the Offer expires you must complete and sign the enclosed Form of Acceptance and the enclosed Instrument of Transfer (the “Instrument of Transfer”) as transferor, in accordance with the instructions provided therein, and send it with your stock certificate, if applicable, to the Receiving Agent. These materials must reach the Receiving Agent prior to the Expiration Time. Detailed instructions are contained in the Form of Acceptance and in “The Offer—Section 3—Procedures for Tendering Securities” of this Offer to Purchase.

In accordance with the terms of the Offer, payment for the Securities tendered in the Offer prior to the Expiration Time on the Expiration Date or any extension thereof and not previously withdrawn will be made promptly (but in any event within three business days following the Expiration Date). See “The Offer—Section 2—Acceptance for Payment and Payment for Securities”, “The Offer—Section 14—Conditions to the Offer” and “The Offer—Section 15—Certain Legal Matters; Regulatory Approvals.”

The Form of Acceptance, Instrument of Transfer and certificates (if applicable) for Class B Shares and the Letter of Transmittal and ADRs (if applicable) evidencing the ADSs and any other required documents must reach the Receiving Agent prior to the Expiration Time.

There is no guaranteed delivery process available to tender Class B Shares and/or ADSs.

Questions and requests for assistance may be directed to the Information Agent at the address and telephone number set forth on the back cover of this Offer to Purchase. Additional copies of this Offer to Purchase, the Form of Acceptance, the Letter of Transmittal and other related materials may be obtained from the Information Agent or from your broker, dealer, commercial bank, trust company or other nominee. Copies of these materials may also be found at the website maintained by the SEC at www.sec.gov. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance.

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SUMMARY TERM SHEET

Otkritie Holding JSC, a joint stock company organized under the laws of the Russian Federation (“Parent”), and Otkritie Investments Cyprus Limited, a company organized under the laws of the Republic of Cyprus and an indirect, wholly-owned subsidiary of Parent (“Purchaser” and, together with Parent, the “Offerors”), are hereby offering to purchase up to 24,794,253 outstanding Class B ordinary shares, having a nominal value EUR 0.0005 per share (“Class B Shares”), including Class B Shares represented by American Depositary Shares (each American Depositary Share representing one Class B Share) (the “ADSs” and, together with the Class B Shares, the “Securities”) of QIWI plc, a company incorporated under the laws of the Republic of Cyprus (“QIWI” or the “Company”), which, when added to the Securities already held by the Offerors and their affiliates, would constitute approximately 63.85% of the outstanding Securities (based on 45,080,461 Class B Shares (including Class B Shares represented by ADSs) outstanding as of March 17, 2017, as disclosed by QIWI in its Annual Report on Form 20-F filed on March 22, 2017 (“QIWI’s Form 20-F”)), at a price of $28.00 per Class B Share or ADS, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in this offer to purchase dated June 16, 2017, (the “Offer to Purchase”) and the related Form of Acceptance for Class B Shares (the “Form of Acceptance”) or Letter of Transmittal for ADSs (the “Letter of Transmittal”), as applicable (which, together with any amendments or supplements hereto and thereto, collectively constitute the “Offer”).

The following are some of the questions you, as a QIWI securityholder, may have, and answers to those questions. This summary term sheet is not meant to be a substitute for the information contained in the remainder of this Offer to Purchase, and you should carefully read this Offer to Purchase and the accompanying Form of Acceptance or Letter of Transmittal, as applicable, in their entirety because the information in this summary term sheet is not complete and additional important information is contained in the remainder of this Offer to Purchase and the related Form of Acceptance or Letter of Transmittal, as applicable.

This summary term sheet includes cross-references to other sections of this Offer to Purchase to direct you to the sections of the Offer to Purchase containing a more complete description of the topics covered in this summary term sheet. Unless the context otherwise requires, the terms “we,” “our” and “us” refer to the Offerors.

Securities Sought:
Up to 24,794,253 outstanding Class B Shares, including Class B Shares represented by American Depositary Shares (each American Depositary Share representing one Class B Share), having a nominal value of EUR 0.0005, of QIWI, which, when added to the Securities already held by the Offerors and their affiliates, would constitute approximately 63.85% of the outstanding Securities, but not less than 20,286,207 Class B Shares, including Class B Shares represented by ADSs, which, when added to the Securities already held by the Offerors and their affiliates, would constitute approximately 53.85% of the outstanding Securities, in each case based on 45,080,461 Class B Shares (including Class B Shares represented by ADSs) outstanding as of March 17, 2017, as disclosed in QIWI’s Form 20-F.
Price Offered Per Share:
$28.00, net to the seller in cash, without interest, but subject to any required withholding of taxes.
Scheduled Expiration of Offer:
Midnight, New York City time, on Friday, July 14, 2017 (the “Expiration Time”) (i.e., the last moment of the day of July 14, 2017), unless the Offer is extended or earlier terminated.

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Offerors:
Otkritie Holding JSC, a joint stock company organized under the laws of Russian Federation, and Otkritie Investments Cyprus Limited, a company organized under the laws of the Republic of Cyprus, and an indirect, wholly-owned subsidiary of Otkritie Holding JSC.

Who is offering to buy my Securities?

Otkritie Holding JSC and Otkritie Investments Cyprus Limited are offering to buy your Securities. Purchaser is an indirect, wholly-owned subsidiary of Parent and functions as Parent’s primary investment vehicle outside the Russian Federation. Parent is a joint stock company organized under the laws of the Russian Federation. Founded in 1995, Parent is the parent company of the Otkritie group (the “Group”), presently one of the largest Russian financial services groups. Parent has four core businesses: investment banking, brokerage, commercial banking and asset management. As of December 31, 2016, Parent operated a number of subsidiaries, including Bank Otkritie Financial Corporation (“Otkritie Bank”). See “The Offer—Section 9—Certain Information Concerning the Offerors.”

What Securities are you offering to purchase?

We are offering to purchase up to 24,794,253 outstanding Class B Shares, including Class B Shares represented by ADSs (the “Maximum Securities”), having a nominal value of EUR 0.0005 per share, of QIWI, on the terms and subject to the conditions set forth in this Offer to Purchase and the related Form of Acceptance or Letter of Transmittal, as applicable, but not less than 20,286,207 outstanding Class B Shares, including Class B Shares represented by ADSs. We refer to each Class B Share, including Class B Shares represented by ADSs, as a “security.” See “Introduction” to this Offer to Purchase and “The Offer—Section 1—Terms of the Offer.”

What happens if more than the Maximum Securities are properly and timely tendered in the Offer and not properly withdrawn?

In the event of an over-subscription by securityholders in the Offer, the number of Class B Shares and ADSs properly and timely tendered and not properly withdrawn prior to the Expiration Time of the Offer will be subject to proration as described herein so that the aggregate number of Class B Shares, including Class B Shares represented by ADSs, accepted for payment by the Offerors will not exceed 24,794,253 (with fractional shares rounded to the nearest whole share). We will determine if such proration is necessary and announce the final results of the proration promptly (but in any event within three business days following the Expiration Time on July 14, 2017 (such date as it may be extended by us, the “Expiration Date”)).

Why are you making the Offer?

We are making the Offer to acquire an additional equity interest in the Class B Shares, including Class B Shares represented by ADSs, of QIWI. As of June 9, 2017, we beneficially own 3,990,270 Class B Shares of QIWI, constituting 8.85% of the total outstanding Class B Shares, based on 45,080,461 Class B Shares outstanding as of March 17, 2017, as disclosed by QIWI’s Form 20-F. We are seeking to increase our ownership interest in QIWI’s Class B Shares, including Class B Shares represented by ADSs, as in our opinion QIWI’s robust track record of performance and operations present an attractive long-term investment opportunity for us. Immediately prior to announcement of our intention to increase our investments in QIWI by means of the Offer, we initiated a discussion with Saldivar Investments Limited (“Saldivar”), the controlling shareholder of QIWI, and Mr. Sergey Solonin, the controlling shareholder of Saldivar and Chief Executive Officer of QIWI. The discussion was preliminary only and there are no agreements or understandings, written or oral, between the parties as of the date hereof. We do not expect any agreements or understandings with Saldivar or Mr. Solonin to be reached until after completion of the Offer, and there can be no assurance that any such agreement or understanding will be reached. Such discussions with Saldivar and Mr. Solonin may continue following the Offer, however, the consummation of the Offer is in no way contingent on the outcome of such discussions.

Regardless of whether we reach any agreement or understanding with Saldivar and Mr. Solonin, we have no present plans to sell any Securities we acquire through the Offer.

See “The Offer—Section 13—Purpose of the Offer; Plans for QIWI; Appraisal Rights.”

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Who can participate in the Offer? Who may use this Offer to Purchase?

The Offer is open to all holders of ADSs and to all holders of Class B Shares, except where the acceptance for payment of such Securities may, in the opinion of the Offerors, be unlawful. See “The Offer—Section 1—Terms of the Offer.”

What are the differences in the Offer applicable to direct holders of Class B Shares, on the one hand, and holders of ADSs, on the other hand?

Each ADS represents one Class B Share. The terms and conditions of the Offer are the same for all holders of Class B Shares and ADSs in all material respects. However, the procedures for accepting the Offer and tendering Securities differ for direct holders of Class B Shares, on the one hand, and holders of ADSs, on the other hand. See “The Offer—Section 3—Procedures for Tendering Securities.”

How many Securities will you purchase?

We will purchase up to 24,794,253 Class B Shares, including Class B Shares represented by ADSs, which, when added to the Securities already held by the Offerors and their affiliates, would constitute approximately 63.85% of the outstanding Securities, but not less than 20,286,207 Class B Shares, including Class B Shares represented by ADSs, which, when added to the Securities already held by the Offerors and their affiliates, would constitute approximately 53.85% of the outstanding Securities, in each case based on 45,080,461 Class B Shares (including Class B Shares represented by ADSs) outstanding as of March 17, 2017, as disclosed in QIWI’s Form 20-F. See “The Offer—Section 1—Terms of the Offer.”

Is there a minimum number of Securities that must be tendered for you to purchase any Securities?

Yes. The Offer is conditioned on at least 20,286,207 Class B Shares, including Class B Shares represented by ADSs, being tendered, which, when added to the Securities already held by the Offerors and their affiliates, would constitute approximately 53.85% of the outstanding Securities (based on 45,080,461 Class B Shares (including Class B Shares represented by ADSs) outstanding as of March 17, 2017, as disclosed in QIWI’s Form 20-F). See “The Offer—Section 1—Terms of the Offer.”

How much are you offering to pay for my Securities and what is the form of payment? Will I have to pay any fees or commissions?

We are offering to pay $28.00 per Class B Share or ADS, net to the seller in cash, without interest and less any required withholding taxes. If you are the record holder of your Securities (i.e., your name is recorded in the register of members of QIWI as the holder of such Class B Shares, or, in the case of ADSs, either an American Depositary Receipt (“ADR”) has been issued to you or ADSs have been registered in your name in the Direct Registration System (“DRS”) of the Bank of New York Mellon (the “ADS Depositary”)) and you directly tender your Securities to us in the Offer, you will not have to pay brokerage fees or similar expenses. If you own your Securities through a broker, dealer, commercial bank, trust company or other nominee, and your broker, dealer, commercial bank, trust company or other nominee tenders your Securities on your behalf, they may charge you a fee for doing so. You should consult your broker, dealer, commercial bank, trust company or other nominee to determine whether any charges will apply. See “Introduction” to this Offer to Purchase.

Do you have the financial resources to pay for the Securities?

Yes. We estimate that we will need approximately $695 million to acquire the Securities to be acquired pursuant to the Offer, to pay related fees and expenses and to pay all other amounts that may become due and payable as a result of the Offer. We expect to obtain these funds from the Group’s cash or cash equivalent holdings. The Group may also seek external debt financing.

The Offer is not conditioned upon any financing arrangements or the funding thereof and will be self-funded by the Offerors. See “The Offer—Section 10—Source and Amount of Funds.”

What are the most significant conditions to the Offer?

The Offer is conditioned upon there being properly and timely tendered in accordance with the terms of the Offer and not properly withdrawn, prior to the Expiration Time, at least 20,286,207 Class B Shares, including Class B Shares represented by ADSs, which, when added to the Securities already held by the Offerors and their affiliates,

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would constitute approximately 53.85% of the outstanding Securities (based on 45,080,461 Class B Shares (including Class B Shares represented by ADSs) outstanding as of March 17, 2017, as disclosed in QIWI’s Form 20-F) (the “Minimum Condition”). See “Introduction” to this Offer to Purchase.

Other conditions to the Offer are described in “The Offer—Section 14—Conditions to the Offer.” See also “The Offer—Section 15—Certain Legal Matters; Regulatory Approvals.” Consummation of the Offer is not conditioned on obtaining financing or the funding thereof.

Is there an agreement governing the Offer?

The Offer is being made solely pursuant to the terms of this Offer to Purchase.

Are there any other transactions related to the Offer between the Offerors and their affiliates and the Company?

No.

How long do I have to decide whether to tender my Securities in the Offer?

You have until midnight, New York City time, on Friday, July 14, 2017 (i.e., the last moment of the day of July 14, 2017), to decide whether to tender your Securities in the Offer. If we extend the Offer as described below under “Introduction” to this Offer to Purchase, you will have additional time to tender your Securities. Please be aware that if your Securities are held by a broker, dealer, commercial bank, trust company or other nominee, they may require advance notification before the expiration time of the Offer. See “The Offer—Section 1—Terms of the Offer.”

Do financial institutions and clearing systems through which I hold my ADSs have an earlier deadline?

For ADSs held through a financial institution, such as a broker, dealer, commercial bank, trust company or other nominee, there is likely to be a deadline prior to the Expiration Time of the Offer (as it may be extended from time to time) by which these institutions must be instructed to take the steps necessary to tender your ADSs into the Offer. You should contact the financial institution holding your ADSs regarding such earlier notification requirement. The Book-Entry Transfer Facility has advised us that it will not transfer tendered ADSs into the Receiving Agent’s account after 5:00 p.m., New York City time, on July 14, 2017, unless the offer is extended. The Depository Trust Company’s participants, including the custodians for Euroclear and the National Settlement Depositary, may also establish their own additional tender procedures or cut-off dates and times for the tender of ADSs that are earlier than the Expiration Time. Therefore, tenders of Class B Shares to be effected by book-entry transfer of ADSs must be made before such applicable cut-off times. See “The Offer—Section 3—Procedures for Tendering Securities.”

When and how will I be paid for my tendered Securities?

If the conditions to the Offer set forth in “The Offer—Section 14—Conditions to the Offer” are satisfied or waived prior to the Expiration Time, we will accept for payment, subject to any necessary proration, all properly and timely tendered and not properly withdrawn Securities as soon as practicable after the date of expiration of the Offer (but in any event within three business days following the Expiration Date). Should proration be required, we will announce the preliminary results of such proration by press release as promptly as practicable. See “The Offer—Section 1—Terms of the Offer.”

We will pay for your properly and timely tendered and not properly withdrawn Securities by depositing the purchase price with the Receiving Agent, which will act as your agent for the purpose of receiving payments from us and transmitting such payments to you. The Receiving Agent will pay for the Securities you properly and timely tendered and did not withdraw, subject to proration, by wiring the payment to the bank account you designated in the Form of Acceptance or Letter of Transmittal, as applicable, directly. If you hold your Securities through a financial institution such as a broker dealer, commercial bank, trust company or other nominee, you will receive the purchase price for properly and timely tendered and accepted ADSs through the Book-Entry Transfer Facility (as defined below) in your account with such financial institution. In all cases, payment for tendered Securities will be made only after timely receipt by the Receiving Agent of certificates or ADRs, if applicable, for such Securities (or of a confirmation of a book-entry transfer of such Securities as described in “The Offer—Section 3—Procedures for Tendering Securities”), a properly completed and duly executed Form of Acceptance or Letter of Transmittal, as applicable (or facsimile thereof), properly completed and duly executed Instrument of Transfer in the case of Class B Shares and any other required documents for such Securities.

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In all cases, payment for Securities properly and timely tendered and not properly withdrawn and accepted for payment pursuant to the Offer will be made promptly (but in any event within three business days following the Expiration Date). See “The Offer—Section 2—Acceptance for Payment and Payment for Securities.”

Can the Offer be extended and under what circumstances?

Yes, the Offer can be extended. If, at the scheduled expiration date of the Offer, including following a prior extension, the Minimum Condition has not been satisfied or waived, we may extend the Offer for a period of ten days thereafter. In addition, we will extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff or the rules and regulations of the NASDAQ Stock Market (“NASDAQ”) or applicable law. See “The Offer—Section 1—Terms of the Offer.”

Will you provide a subsequent offering period?

No.

How will I be notified if the Offer is extended?

If we extend the Offer, we will inform the Receiving Agent of that fact and will make a public announcement of the extension no later than 9:00 a.m., New York City time, on the business day after the Expiration Date. See “The Offer—Section 1—Terms of the Offer.”

How do I tender my ADSs?

If you desire to tender all or any portion of your Class B Shares, this is what you must do before the Offer expires:

If you hold your ADSs through a broker, dealer, commercial bank, trust company or other nominee, contact the nominee and have the nominee tender your ADSs for you. See “The Offer—Section 1—Terms of the Offer.” See also “The Offer—Section 3—Procedures for Tendering Securities.”
If you hold American Depositary Receipts (“ADRs”) evidencing ADSs in your own name or hold ADSs registered in your own name in the Direct Registration System (the “DRS”) of the ADS Depositary, you must complete and sign the enclosed Letter of Transmittal according to its instructions and deliver it, together with any required signature guarantees (as outlined in “The Offer—Section 3—Procedures for Tendering Securities—Signature Guarantees”), the ADRs evidencing your ADSs, if applicable, and any other documents required by the Letter of Transmittal, to Computershare Trust Company, N.A., the ADS tender agent and the depositary for the Offer (the “Receiving Agent”) at one of the addresses set forth on the back cover page of this Offer to Purchase. Detailed instructions are contained in the Letter of Transmittal and in “The Offer—Section 3—Procedures for Tendering Securities.”
If you are an institution participating in the Depository Trust Company, which we call the “Book-Entry Transfer Facility” in this Offer to Purchase, you must tender your ADSs according to the procedure for book-entry transfer described in “The Offer—Section 3—Procedures for Tendering Securities.”

There is no guaranteed delivery process available to tender ADSs.

How do I tender my Class B Shares?

If you desire to tender all or any portion of your Class B Shares in the Offer, you must complete and sign the enclosed Form of Acceptance and complete and sign the enclosed Instrument of Transfer (the “Instrument of Transfer”) as transferor, in accordance with the instructions provided therein, and send it with your stock certificate, if applicable, to the Receiving Agent. These materials must reach the Receiving Agent prior to the Expiration Time. Detailed instructions are contained in the Form of Acceptance and in “The Offer—Section 3—Procedures for Tendering Securities” of this Offer to Purchase.

There is no guaranteed delivery process available to tender Class B Shares.

Until what time can I withdraw tendered Securities?

You can withdraw some or all of the Securities that you previously tendered in the Offer at any time prior to the Expiration Time of the Offer (as it may be extended from time to time). Further, you may withdraw your

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Securities at any time after the date that is 60 days after the commencement of the Offer, unless such Securities have already been accepted for payment by the Offerors pursuant to the Offer. Once we accept your tendered Securities for payment upon expiration of the Offer, you will no longer be able to withdraw them. See “The Offer—Section 4—Withdrawal Rights.”

How do I withdraw ADSs?

To withdraw ADSs registered in your name, either in the DRS registry or represented by an ADR, you must deliver, prior to the Expiration Date (as it may be extended from time to time), a written notice of withdrawal to the Receiving Agent at one of its addresses set forth on the back cover of this Offer to Purchase, or transmit by facsimile the notice of withdrawal to the Receiving Agent at 617-360-6810, while you have the right to withdraw the ADSs. The notice must specify the name of the person who tendered the ADSs to be withdrawn, the number of ADSs to be withdrawn and the name of the registered holder of the ADSs, if different from that of the person who tendered such ADSs. In addition, if ADRs evidencing ADSs have been delivered to the Receiving Agent, a signed notice of withdrawal with signatures guaranteed by an Eligible Institution (except in the case of ADRs tendered by an Eligible Institution (as defined in “The Offer—Section 3—Procedures for Tendering Securities—Signature Guarantees”) must be received by the Receiving Agent before the release of such ADRs. In addition, such notice must specify, in the case of ADSs tendered by delivery of ADRs, the serial number(s) shown on the particular ADRs evidencing the ADSs to be withdrawn. In the case of ADSs tendered by book-entry transfer, tendered ADSs may be withdrawn through the facilities of the Book-Entry Transfer Facility. If you tendered ADSs by giving instructions to a broker, dealer, commercial bank, trust company or other nominee, you must instruct the broker, dealer, commercial bank, trust company or other nominee to arrange to withdraw the ADSs. See “The Offer—Section 4—Withdrawal Rights.”

How do I withdraw tendered Class B Shares?

To withdraw Class B Shares, you must deliver a written notice of withdrawal, or a facsimile of one, which includes the required information, to the Receiving Agent while you have the right to withdraw the Class B Shares. The notice must specify the name of the person who tendered the Class B Shares to be withdrawn, the number of Class B Shares to be withdrawn and the name of the registered holder of the Class B Shares if different from that of the person who tendered such Class B Shares. In addition, if share certificate(s) have been delivered to the Receiving Agent, such notice must specify the serial number(s) shown on the share certificate(s) to be withdrawn. The notice of withdrawal must be signed by the same person who signed the relevant Form of Acceptance. See “The Offer—Section 4—Withdrawal Rights.”

Will I receive any distributions with respect to the Securities tendered?

The Securities will be acquired with all rights pertaining to them, including voting rights and the right to receive any distribution or dividend, including those declared before the date of commencement of the Offer and unpaid as of that date, and those declared on or after such commencement date. See “The Offer—Section 3—Procedures for Tendering Securities.”

If I decide not to tender, how will the Offer affect my Securities?

If the Offer is consummated, QIWI securityholders not tendering their Securities in the Offer will continue to own their Securities in QIWI and to participate in the future performance of QIWI. QIWI is expected to remain a public company with ADSs listed on NASDAQ and the Moscow Exchange (“MOEX”). There is currently no market for the Class B Shares. Depending upon the number of ADSs purchased in the Offer, the Offer may adversely affect the liquidity and market value of any ADSs held by securityholders after the Offer is completed. QIWI securityholders that do not tender their securities pursuant to the Offer may be able to sell their ADSs in the future on NASDAQ or MOEX, or otherwise, at a net price higher or lower than the offer price. However, we can give no assurance as to the price at which a QIWI securityholder may be able to sell his, her or its ADSs in the future.

If the Minimum Condition is not satisfied because an insufficient number of Securities are tendered in the Offer, then the Offer will not be consummated unless the Offerors waive or modify the Minimum Condition to the extent permitted by applicable laws and regulations. There can be no assurance as to the effect that a failure to consummate the Offer may have on the price of the QIWI’s Securities.

See “The Offer—Section 7—Possible Effects of the Offer on the Market for the Securities; Stock Exchange Listing; Registration under the Exchange Act; Margin Regulations.” See also “The Offer—Section 13—Purpose of the Offer; Plans for QIWI; Appraisal Rights.”

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Are appraisal rights available in the Offer?

No appraisal rights are available in connection with the Offer. See “The Offer—Section 13—Purpose of the Offer; Plans for QIWI; Appraisal Rights.”

What are your plans for QIWI following the Offer?

The purpose of the Offer is for the Offerors to acquire an additional equity interest in Class B Shares, including Class B Shares represented by ADSs, of QIWI. If the Offer is consummated, we have no present plans or proposals for QIWI that would relate to or result in (i) any extraordinary corporate transaction involving QIWI or any of its subsidiaries (such as a merger, reorganization, liquidation, relocation of any operations or sale or other transfer of a material amount of assets), (ii) any change in the QIWI board of directors or management, (iii) any material change in QIWI’s capitalization or dividend policy, (iv) any other material change in QIWI’s corporate structure or business, (v) any class of equity securities of QIWI being delisted from a national securities exchange or ceasing to be authorized to be quoted in an automated quotation system operated by a national securities association or (vi) any class of equity securities of QIWI becoming eligible for termination of registration pursuant to Section 12(g) of the Exchange Act. See “The Offer—Section 13—Purpose of the Offer; Plans for QIWI; Appraisal Rights.”

What are the weighted average trading prices of QIWI’s ADSs for the 60 days prior to the last trading day before the announcement of the Offer?

The weighted average trading price of the ADSs for the 60 days prior to (and excluding) June 8, 2017, the last trading day before June 9, 2017, the date of the announcement of the Offer (the “Announcement Date”), was $20.11 per ADS on NASDAQ and RUB 1136.74 on MOEX. The Class B Shares underlying the ADSs are neither listed nor traded on any stock exchange. Therefore, there is currently no market for the Class B Shares. See “The Offer—Section 6—Price Range of ADSs; Dividends.”

What is the market value of Class B Shares and the ADSs as of a recent date?

On June 8, 2017, the last trading day before the Announcement Date, the reported closing sale price of the ADSs on NASDAQ was $23.51 per ADS and RUB 1315 on MOEX. The Class B Shares underlying the ADSs are neither listed nor traded on any stock exchange. Therefore, there is currently no market for the Class B Shares. See “The Offer—Section 6—Price Range of ADSs; Dividends.”

What are the U.S. federal income tax consequences of tendering my Securities pursuant to the Offer?

The receipt of cash in exchange for Securities pursuant to the Offer will be a taxable transaction for U.S. federal income tax purposes to U.S. Holders (as defined in “The Offer—Section 5—Taxation—Certain U.S. Federal Income Tax Considerations”) of the Securities. You should consult your tax advisor about the tax consequences to you of exchanging your Securities pursuant to the Offer based on your particular circumstances. See “The Offer—Section 5—Taxation—Certain U.S. Federal Income Tax Considerations.”

What are the Russian tax consequences of tendering my Securities pursuant to the Offer?

Under Russian tax law, a Non-Resident Holder (as defined in “The Offer—Section 5—Taxation—Russian Tax Considerations”) that is a legal entity or organization generally should not be subject to any Russian taxes in respect of any gain or other income realized on the sale, exchange or other disposal of the Securities unless more than 50% of such Non-Resident Holder’s assets consist of immovable property situated in the Russian Federation. A Non-Resident Holder who is an individual should not generally be subject to Russian taxes in respect of any gains realized on the sale, exchange or other disposal of Securities, provided that the proceeds of such sale, exchange or disposal are not received from a source within the Russian Federation. A Resident Holder (as defined in “The Offer—Section 5—Taxation—Russian Tax Considerations”) will generally be subject to all applicable Russian taxes in respect of income received on sale, exchange or other disposal of the Securities. Non-resident and Resident Holders should consult their own tax advisors with respect to their tax position regarding the Securities. See “The Offer—Section 5—Taxation—Russian Tax Considerations.”

What are the Cypriot tax consequences of tendering my Securities pursuant to the Offer?

A gain realized on the sale of ADSs by a non-resident holder will not be subject to taxation in the Republic of Cyprus.

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A gain realized on the sale of ADSs by a Republic of Cyprus resident holder will be exempt from corporate income tax in the Republic of Cyprus as ADSs are considered to fall within the definition of qualifying titles, which include ADSs, for Cypriot tax purposes. Such gains will also be exempt from capital gains tax in the Republic of Cyprus provided the ADSs are traded on a recognized stock exchange. See “The Offer—Section 5—Taxation—Cypriot Tax Considerations.”

Who can I talk to if I have questions about the Offer?

You can call Innisfree M&A Incorporated, the information agent for the Offer, toll free, at (888) 750-5834 (banks and brokers may call collect at (212) 750-5833). See the back cover of this Offer to Purchase for additional contact details.

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To the Securityholders of QIWI:

INTRODUCTION

Otkritie Holding JSC, a joint stock company organized under the laws of the Russian Federation (“Parent”), and Otkritie Investments Cyprus Limited, a company organized under the laws of the Republic of Cyprus and an indirect, wholly-owned subsidiary of Parent (“Purchaser”, and together with Parent, the “Offerors”), are offering to purchase up to 24,794,253 of the outstanding Class B Shares, having a nominal value EUR 0.0005 per share (“Class B Shares”), including Class B ordinary shares represented by the American Depositary Shares (each American Depositary Share representing one Class B Share) (the “ADSs” and together with the Class B Shares, the “Securities”), of QIWI plc, a public company organized under the laws of the Republic of Cyprus (“QIWI” or the “Company”), which, when added to the Securities already held by the Offerors and their affiliates, would constitute approximately 63.85% of the outstanding Securities (based on 45,080,461 Class B Shares (including Class B Shares represented by ADSs) outstanding as of March 17, 2017, as disclosed by QIWI in its Annual Report on Form 20-F filed on March 22, 2017 (“QIWI’s Form 20-F”), for $28.00 per Class B Share or ADSs of QIWI (the “Offer Price”), other than those held by the Offerors or their affiliates, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in this offer to purchase dated June 16, 2017, (the “Offer to Purchase”) and the related Form of Acceptance for Class B Shares (the “Form of Acceptance”) or Letter of Transmittal for ADSs (the “Letter of Transmittal”), as applicable (which, together with any amendments or supplements hereto and thereto, collectively constitute the “Offer”). Unless the context requires otherwise, the terms “we,” “our” and “us” refer to the Offerors. You will not be required to pay brokerage fees, commissions or, except as set forth in Instruction 8 of the Form of Acceptance or Instruction 7 of the Letter of Transmittal, as applicable, stock transfer taxes on the exchange of Securities for cash pursuant to the Offer. Securityholders with Securities held in street name by a broker, dealer, commercial bank, trust company or other nominee should consult with their nominee to determine if they will be charged any transaction fees. We will pay all charges and expenses of Computershare Trust Company, N.A., the ADS tender agent and the depositary for the Offer (the “Receiving Agent”) and Innisfree M&A Incorporated, the information agent for the Offer (the “Information Agent”), incurred in connection with the Offer. See “The Offer—Section 16—Fees and Expenses.”

The Offer is conditioned upon there being properly and timely tendered in accordance with the terms of the Offer and not properly withdrawn, prior to the Expiration Time (as defined below), a number of Class B Shares, including Class B Shares represented by ADSs, which, when added to the Securities already held by the Offerors and their affiliates, would constitute approximately 53.85% of the outstanding Securities (based on 45,080,461 Class B Shares (including Class B Shares represented by ADSs) outstanding as of March 17, 2017, as disclosed in QIWI’s Form 20-F) (the “Minimum Condition”).

Based on QIWI’s Form 20-F, as of the close of business on March 17, 2017, the most recent practicable date, there were (i) 45,080,461 Class B Shares, including Class B Shares represented by ADSs, issued and outstanding, (ii) no shares of preferred stock issued or outstanding, (iii) approximately up to 3,155,632 Class B Shares reserved and available for future issuance under QIWI’s 2012 Employee Stock Option Plan and (iv) approximately up to 3,155,632 Class B Shares reserved and available for future issuance under QIWI’s 2015 Restricted Stock Unit Plan.

Assuming no additional Securities are issued prior to the Expiration Time (as defined below), we anticipate that the Minimum Condition would be satisfied if approximately 20,286,207 Class B Shares, including Class B Shares represented by ADSs, are properly and timely tendered in the Offer and not properly withdrawn.

The Offer is conditioned upon the fulfilment of the conditions described in “The Offer—Section 14—Conditions to the Offer.” The Offer will expire at midnight, New York City time, on Friday, July 14, 2017 (i.e., the last moment of the day of July 14, 2017), unless we extend the Offer. See “The Offer—Section 1—Terms of the Offer.”

THIS OFFER TO PURCHASE AND THE RELATED FORM OF ACCEPTANCE OR LETTER OF TRANSMITTAL, AS APPLICABLE, CONTAIN IMPORTANT INFORMATION, AND YOU SHOULD CAREFULLY READ BOTH IN THEIR ENTIRETY BEFORE YOU MAKE A DECISION WITH RESPECT TO THE OFFER.

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THE OFFER

1.Terms of the Offer.

Upon the terms and subject to the conditions set forth in the Offer, we will accept for payment and pay for up to 24,794,253 Class B Shares, including Class B Shares represented by ADSs (the “Maximum Securities”), which, when added to the Securities already held by the Offerors and their affiliates, would constitute approximately 63.85% of the outstanding Securities (based on 45,080,461 Class B Shares (including Class B Shares represented by ADSs) outstanding as of March 17, 2017, as disclosed in QIWI’s Form 20-F), that are properly and timely tendered and not properly withdrawn in accordance with the procedures set forth in “The Offer—Section 3—Procedures for Tendering Securities” on or prior to the Expiration Time. “Expiration Time” means midnight, New York City time, on Friday, July 14, 2017 (i.e., the last moment of the day of July 14, 2017) (such date, as it may be extended by us, the “Expiration Date”), unless the Offer is extended or earlier terminated, in which event “Expiration Time” means the latest time and date at which the Offer, as so extended, expires. No “subsequent offering period” in accordance with Rule 14d-11 of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), will be available.

If more than the Maximum Securities are properly and timely tendered and not properly withdrawn prior to the Expiration Time, the Offerors will, upon the terms and subject to the conditions of the Offer, purchase up to the Maximum Securities on a pro rata basis (with adjustments to avoid purchases of fractional shares). Proration for each securityholder will be calculated based on the ratio of (x) the number of Maximum Securities to (y) the aggregate number of Securities properly and timely tendered and not properly withdrawn prior to the Expiration Time. This ratio will then be multiplied by the aggregate number of Securities that have been properly and timely tendered and not properly withdrawn by each tendering securityholder, to determine the resulting number of Securities that will be accepted from each such tendering securityholder. We will not pay for any Securities tendered until after the final proration factor has been determined. Preliminary results of the proration will be announced by press release no later than 9:00 a.m., New York City time, on the first business day after the Expiration Date.

The Offer is subject to the Minimum Condition. See “The Offer—Section 15—Certain Legal Matters; Regulatory Approvals.” Subject to the satisfaction or waiver of the conditions to the Offer, we will accept for payment, subject to any necessary proration, all Securities properly and timely tendered and not properly withdrawn pursuant to the Offer promptly after the Expiration Time (but in any event within three business days following the Expiration Date).

If at the Expiration Time, including following a prior extension, the Minimum Condition has not been satisfied or waived, we may extend the Offer. In addition, we will extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff or the rules and regulations of the NASDAQ Stock Market (“NASDAQ”) or applicable law. For the purposes of the Offer a “business day” means any day other than a Saturday, Sunday or a federal holiday, and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time.

If we make a material change to the terms of the Offer or waive a material condition to the Offer, we will extend the Offer and disseminate additional tender offer materials, in each case, to the extent required by applicable law. The minimum period during which a tender offer must remain open following material changes in the terms of the offer, other than a change in price or a change in percentage of securities sought, depends upon the facts and circumstances, including the materiality of the changes. In a published release, the SEC has stated that in its view an offer must remain open for a minimum period of time following a material change in the terms of such offer and that the waiver of a condition such as the Minimum Condition is a material change in the terms of an offer. The release states that an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to securityholders, and that if material changes are made with respect to information that approaches the significance of price and the percentage of securities sought (including, for the avoidance of doubt, a change in price or percentage of securities sought), a minimum of ten business days generally is required to allow adequate dissemination and investor response. If, prior to the Expiration Time, the Offerors increase the consideration being paid for Securities accepted for payment pursuant to the Offer, such increased consideration will be paid to all securityholders whose Securities are purchased pursuant to the Offer, whether or not such Securities were tendered prior to the announcement of the increase in consideration.

Any extension or amendment of the Offer will be followed as promptly as practicable by a public announcement thereof by the Offerors. Without limiting the manner in which we may choose to make any public announcement, we

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will have no obligation (except as otherwise required by applicable law) to publish, advertise or otherwise communicate any such public announcement other than by issuing a press release to a national news service. In the case of an extension of the Offer, we will make a public announcement of such extension no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Time. During any such extension, all Securities previously properly and timely tendered and not properly withdrawn will remain subject to the Offer, subject to the rights of a tendering securityholder to withdraw such securityholder’s Securities. Securities tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Time of the Offer, and may also be withdrawn at any time after the date that is 60 days after the commencement of the Offer, unless such Securities have already been accepted for payment by the Offerors pursuant to the Offer.

To withdraw ADSs registered in your name, you must deliver, prior to the Expiration Time of the Offer (as it may be extended from time to time), a written notice of withdrawal to the Receiving Agent at one of its addresses set forth on the back cover of this Offer to Purchase, or transmit by facsimile the notice of withdrawal to the Receiving Agent at 617-360-6810, while you have the right to withdraw the ADSs. The notice must specify the name of the person who tendered the ADSs to be withdrawn, the number of ADSs to be withdrawn and the name of the registered holder of the ADSs, if different from that of the person who tendered such ADSs. If ADRs evidencing ADSs have been delivered to the Receiving Agent, a signed notice of withdrawal with signatures guaranteed by an Eligible Institution (except in the case of ADRs (as defined in “The Offer—Section 2—Acceptance for Payment and Payment for Securities”) tendered by an Eligible Institution (as defined in “The Offer—Section 3—Procedures for Tendering Securities—Signature Guarantees”) must be received by the Receiving Agent before the release of such ADRs. In addition, such notice must specify, in the case of ADSs tendered by delivery of ADRs, the serial number(s) shown on the particular ADRs evidencing the ADSs to be withdrawn. In the case of ADSs tendered by book-entry transfer, tendered ADSs may be withdrawn through the facilities of the Depository Trust Company (the “Book-Entry Transfer Facility”).

To withdraw Class B Shares, you must deliver a written notice of withdrawal, or a facsimile of one, which includes the required information, to the Receiving Agent while you have the right to withdraw the Class B Shares. The notice must specify the name of the person who tendered the Class B Shares to be withdrawn, the number of Class B Shares to be withdrawn and the name of the registered holder of the Class B Shares if different from that of the person who tendered such Class B Shares. In addition, if share certificate(s) have been delivered to the Receiving Agent, such notice must specify the serial number(s) shown on the share certificate(s) to be withdrawn. The notice of withdrawal must be signed by the same person who signed the relevant Form of Acceptance.

If you tendered Securities by giving instructions to a broker, dealer, commercial bank, trust company or other nominee, you must instruct the broker, dealer, commercial bank, trust company or other nominee to arrange to withdraw the Securities.

The Offerors reserve the right (in their sole discretion) to waive, in whole or in part, any Offer condition, to increase or decrease the Offer Price or to make any other changes in the terms and conditions of the Offer.

The rights reserved by the Offerors described in the preceding paragraph are in addition to the Offerors’ rights pursuant to “The Offer—Section 14—Conditions to the Offer.” Any extension, delay, termination, waiver or amendment of the Offer will be followed as promptly as practicable by a public announcement if required. Subject to applicable law (including Rules 14d-4(d) and 14d-6(c) under the Exchange Act), and without limiting the manner in which the Offerors may choose to make any public announcement, the Offerors will have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a press release to a national news service.

If the Offerors extend the Offer, are delayed in their acceptance for payment of Securities or are unable to accept Securities for payment pursuant to the Offer for any reason, then, without prejudice to the Offerors’ rights under the Offer, the Receiving Agent may, nevertheless, on behalf of the Offerors, retain tendered Securities, and such Securities may be withdrawn only to the extent that tendering securityholders are entitled to withdrawal rights as described below under “The Offer—Section 4—Withdrawal Rights.” However, the ability of the Offerors to delay payment for Securities that the Offerors have accepted for payment is limited by Rule 14e-1(c) under the Exchange Act, which requires that a bidder pay the consideration offered or return the Securities deposited by or on behalf of securityholders promptly after the termination or withdrawal of such bidder’s offer.

This Offer to Purchase and the related Form of Acceptance or Letter of Transmittal, as applicable, will be mailed to record holders of Securities whose names appear on QIWI’s securityholder list or the ADS Depositary’s list and

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will be furnished, for subsequent transmittal to beneficial owners of Securities, to brokers, dealers, commercial banks, trust companies and other nominees whose names, or the names of whose nominees, appear on the securityholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing.

2.Acceptance for Payment and Payment for Securities.

If the conditions to the Offer set forth in “The Offer—Section 14—Conditions to the Offer” are satisfied or waived as of the Expiration Time, we will accept for payment, as soon as practicable after the Expiration Time, up to the Maximum Securities properly and timely tendered and not properly withdrawn prior to the Expiration Time. We will pay for your properly and timely tendered and not properly withdrawn Securities by depositing the purchase price with the Receiving Agent which will act as your agent for the purpose of receiving payments from us and transmitting such payments to you. The Receiving Agent will pay for the Securities you properly and timely tendered and did not properly withdraw, subject to proration, by wiring the payment to the bank account you designated in the Form of Acceptance or Letter of Transmittal, as applicable, directly. If you hold your ADSs through a financial institution such as a broker dealer, commercial bank, trust company or other nominee, you will receive the purchase price for properly and timely tendered and accepted ADSs through the Book-Entry Transfer Facility (as defined below) in your account with such financial institution. In all cases, payment for tendered Securities will be made only after timely receipt by the Receiving Agent of certificates or ADRs, as applicable, for such Securities (or of a confirmation of a book-entry transfer of such Securities as described in “The Offer—Section 3—Procedures for Tendering Securities”), a properly completed and duly executed Form of Acceptance or Letter of Transmittal, as applicable (or facsimile thereof), a completed and duly executed Instrument of Transfer (the “Instrument of Transfer”) in the case of Class B Shares and any other required documents for such Securities.

In all cases, payment for Securities tendered and accepted for payment pursuant to the Offer will be made promptly (but in any event within three business days following the Expiration Date).

In all cases, payment for ADSs accepted for payment will be made only after timely receipt by the Receiving Agent of (i) American Depositary Receipts (“ADRs”) evidencing such ADSs (or a confirmation of a book-entry transfer of such ADSs into the Receiving Agent’s account at the Book-Entry Transfer Facility (as defined in “The Offer—Section 3—Procedures for Tendering Securities—Book-Entry Delivery of ADSs”), or in the case of ADSs registered in your name in the Direct Registration System (the “DRS”) of the Bank of New York Mellon (the “ADS Depositary”), transfer of the ADSs to the Receiving Agent on the DRS registry), (ii) a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), with any required signature guarantees (as outlined in “The Offer—Section 3—Procedures for Tendering Securities—Signature Guarantees”) or an Agent’s Message (as defined in “The Offer—Section 3—Procedures for Tendering Securities—Book-Entry Delivery of ADSs”) in connection with a book-entry transfer and (iii) any other documents required by the Letter of Transmittal.

In all cases, payment for Class B Shares accepted for payment will be made only after timely receipt by the Receiving Agent of (i) share certificates evidencing such Class B Shares, if any, (ii) a properly completed and duly executed Form of Acceptance (or a manually signed facsimile thereof), with any required signature guarantees (as outlined in “The Offer—Section 3—Procedures for Tendering Securities—Signature Guarantees”), (iii) a properly completed and duly executed Instrument of Transfer, and (iv) any other documents required by the Form of Acceptance.

Accordingly, payment may be made to tendering securityholders at different times if delivery of the Securities and other required documents occurs at different times.

For the purposes of the Offer, we will be deemed to have accepted for payment tendered Securities when, as and if we give oral or written notice of our acceptance to the Receiving Agent.

Under no circumstances will we pay interest on the consideration paid for Securities pursuant to the Offer, regardless of any extension of the Offer.

If we do not accept for payment any tendered ADSs pursuant to the Offer for any reason (including due to proration), or if you submit ADRs for more ADSs than are tendered or accepted, we will return ADRs (or cause the ADS Depositary of QIWI to issue new ADRs representing untendered or unpurchased ADSs, without expense to you (or, in the case of ADSs delivered by book-entry transfer into the Receiving Agent’s account at the Book-Entry Transfer Facility, pursuant to the procedures set forth in “The Offer—Section 3—Procedures for Tendering

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Securities,” the ADSs will be credited to an account maintained at the Book-Entry Transfer Facility or in the case of ADSs tendered which were registered in your name in the DRS registry, the ADS will be credited to your DRS account), promptly following the expiration, termination or withdrawal of the Offer.

If we do not accept for payment any tendered Class B Shares pursuant to the Offer for any reason (including due to proration), or if you submit share certificate(s) for more Class B Shares than are tendered or accepted, we will return share certificate(s) (or cause QIWI to issue new share certificate(s)) representing untendered or unpurchased Class B Shares and cause the registrar of QIWI to make the corresponding changes in QIWI’s register of members, without expense to you, promptly following the expiration, termination or withdrawal of the Offer.

We reserve the right to transfer or assign, in whole or from time to time in part, to one or more of our affiliates the right to purchase Securities tendered in the Offer, but any such transfer or assignment will not relieve us of our obligations under the Offer or prejudice your rights to receive payment for Securities properly and timely tendered and accepted for payment.

3.Procedures for Tendering Securities.

Procedures for Tendering ADSs

Except as set forth below, in order for you to tender ADSs in the Offer, the Receiving Agent must receive the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and signed, together with any required signature guarantees (or an Agent’s Message in lieu of the Letter of Transmittal in connection with a book-entry delivery of ADSs through the Book-Entry Transfer Facility), and any other documents that the Letter of Transmittal requires, at one of its addresses set forth on the back cover page of this Offer to Purchase prior to the Expiration Date. You must also deliver the ADRs representing tendered ADSs to the Receiving Agent or you must cause your ADSs to be tendered pursuant to the procedure for book-entry transfer set forth below and the Receiving Agent must receive timely confirmation of the book-entry transfer of the ADSs into the Receiving Agent’s account at the Book-Entry Transfer Facility or you must cause ADSs registered in the DRS registry of the ADS Depositary to be transferred on the DRS registry to the Receiving Agent.

The tender of ADSs pursuant to any one of the procedures described above will constitute your acceptance of the Offer, as well as your representation and warranty that (i) you have the full power and authority to tender, sell, assign and transfer any and all ADSs tendered, as specified in the Letter of Transmittal, and (ii) when the ADSs are accepted for payment by us, Purchaser will acquire good, valid and unencumbered title thereto, free and clear of any liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claims. The Offerors’ acceptance for payment of Securities tendered by you pursuant to the Offer will constitute a binding agreement between you and the Offerors upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms of or the conditions of any such extension or amendment).

If you hold ADSs classified under a different CUSIP other than 74735M108, in order for you to tender such ADSs in the Offer, you must contact the ADS Depositary or your applicable depositary agent regarding any additional requirements of that depositary needed to deliver your ADSs to the Receiving Agent.

There is no guaranteed delivery process available to tender ADSs.

Book-Entry Delivery of ADSs

The Receiving Agent will establish an account with respect to ADSs for purposes of the Offer at the Book-Entry Transfer Facility within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may deliver ADSs by causing the Book-Entry Transfer Facility to transfer such ADSs into the Receiving Agent's account in accordance with the procedures of the Book-Entry Transfer Facility. An Agent’s Message in lieu of the Letter of Transmittal and any other required documents must be received by the Receiving Agent at one of its addresses set forth on the back cover of this Offer to Purchase by the Expiration Date. The Book-Entry Transfer Facility has advised us that it will not transfer tendered ADSs into the Receiving Agent’s account after 5:00 p.m., New York City time, on July 14, 2017, unless the offer is extended. The Depository Trust Company’s participants, including the custodians for Euroclear and the National Settlement Depositary, may also establish their own additional tender procedures or cut-off dates and times for the tender of ADSs that are earlier than the Expiration Time.

Agent’s Message” means a message transmitted by the Book-Entry Transfer Facility to, and received by, the Receiving Agent and forming a part of a book-entry confirmation stating that the Book-Entry Transfer Facility has

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received an express acknowledgment from the participant in the Book-Entry Transfer Facility tendering the ADSs that are the subject of such book-entry confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that we may enforce that agreement against the participant.

Delivery of the Letter of Transmittal and any other required documents to the Book-Entry Transfer Facility does not constitute delivery to the Receiving Agent.

Procedures for Tendering Class B Shares

Except as set forth below, in order for you to tender Class B Shares in the Offer, the Receiving Agent must receive the Form of Acceptance and Instrument of Transfer (or a manually signed facsimile thereof), properly completed and signed, together with the share certificate(s) issued in respect of such Class B Shares, if any, and any other documents that the Form of Acceptance requires, at its address set forth on the back cover page of this Offer to Purchase prior to the Expiration Time.

The provisions hereof shall be included in the Form of Acceptance and shall be deemed to form part thereof. Each holder of Class B Shares who has signed or in whose name a Form of Acceptance has been signed, irrevocably represents and warrants to the Offerors, and agrees with the Offerors, that:

(a) the presentation of the Form of Acceptance constitutes (i) an acceptance of the Offer with respect to the number of Class B Shares indicated therein, (ii) a commitment to present any document and to take any other steps necessary to allow the Offerors to consummate the transfer of ownership of the Class B Shares, subject to the terms and conditions established in the Offer to Purchase and in the Form of Acceptance, and (iii) with the exception of the withdrawal rights of the tendering holders of Class B Shares, an irrevocable tender of the Class B Shares in the Offer;

(b) the holder is the owner of the Class B Shares indicated on the Form of Acceptance and the holder has full authority and rights to deliver, sell and transfer such Class B Shares and rights inherent hereto to the Offerors;

(c) the tendered Class B Shares are tendered free and clear from all liens, titles, charges, privileges and/or encumbrances, and together with all the rights which they grant or may grant in the future, including the rights to vote and the right to receive any distribution or dividend (as described in the Offer to Purchase);

(d) the holder undertakes to ratify any and all of the acts or procedures that may be performed or effected by the Offerors or any of their respective directors or agents or QIWI or any of its agents, as the case may be, in the exercise of any of its or their respective powers and/or authorizations in virtue thereof;

(e) the holder accepts that the Offerors seek to acquire the Class B Shares together with all economic and voting rights, including rights to receive any distribution or dividend declared on or after the date of the Offer to Purchase. Accordingly, if on or after the date hereof QIWI should declare or pay any distribution or dividend on, or issue any right with respect to, the Class B Shares that are payable or distributable to stockholders of record on a date prior to the transfer to the name of the Offerors on QIWI’s stock transfer records of Class B Shares that are purchased pursuant to the Offer, then (i) the Offer Price payable by the Offerors per Class B Share in the Offer will be reduced to the extent such distribution or dividend are payable in cash, and (ii) any non-cash distribution or dividend received and held by a tendering holder shall be required to be promptly remitted and transferred to the Receiving Agent for the account of the Offerors accompanied by appropriate documents of transfer. Pending such remittance, the Offerors will be entitled to all rights and privileges, as owner of any such non-cash distribution or dividend and may withhold the entire Offer Price or deduct from the Offer Price the amount or value thereof, as determined by the Offerors in their sole discretion;

(f) the holder grants a power of attorney in favor of the Receiving Agent to receive such notifications, documents, or other communications to be sent to the holders of the tendered Class B Shares, to execute any documents necessary to receive, keep in custody and transfer the tendered Class B Shares and to exercise all other rights attaching to the tendered Class B Shares;

(g) the holder has reviewed the Offer documents; the holder has not received from the Receiving Agent or the Information Agent any information or representations that are inconsistent with or differing from the information or representations contained in the Offer documents; and the holder’s decision to tender in the Offer has been based on the holder’s own analysis of QIWI and of the Offer, including the benefits and risks involved therein and the holder has not received any type of legal, business, financial, tax, and/or any other type of advice from the Offerors, the Receiving Agent, or the Information Agent and/or any of their parent, subsidiary, affiliated, or related entities; and

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(h) all the information contained in the Form of Acceptance and the Instrument of Transfer is true and correct.

There is no guaranteed delivery process available to tender Class B Shares.

The method of delivery of Securities, the Form of Acceptance or Letter of Transmittal, as applicable, and all other required documents, is at your election and sole risk, and delivery will be deemed made only when actually received by the Receiving Agent. If delivery is by mail, we recommend that you use registered mail with return receipt requested, properly insured, in time to be received on or prior to the Expiration Time. In all cases, you should allow sufficient time to ensure timely delivery.

Signature Guarantees

All signatures on a Form of Acceptance or Letter of Transmittal, as applicable, must be guaranteed by a financial institution (including most banks, savings and loan associations and brokerage houses) that is a member of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange, Inc. Medallion Signature Program (MSP) or any other “eligible guarantor institution” (as such term is defined in Rule 17Ad-15 under the Exchange Act) (each, an “Eligible Institution”).

If the Class B Shares or ADRs are registered in the name of a person other than the signer of the Form of Acceptance or if ADSs are held in the form of ADRs in the name of a person other than the signer of the Letter of Transmittal, or if payment is to be made to, or certificates for the unpurchased Class B Shares, or ADRs for the unpurchased ADSs, as applicable, are to be issued or returned to, a person other than the registered holder, then the tendered certificates for the Class B Shares must be accompanied by an Instrument of Transfer signed by the registered holder, or the ADRs must be endorsed or accompanied by appropriate stock powers, in each case signed exactly as the name or names of the registered holder or holders appear on the certificates for the Class B Shares, or ADRs with the signatures guaranteed by an Eligible Institution as provided in the Form of Acceptance or Letter of Transmittal, as applicable. The stamp affixed thereon must bear the actual words “signature guarantee” or “signature medallion guarantee” and otherwise be in accordance with industry standards. See Instructions 1 and 7 of the Form of Acceptance and Instructions 1 and 6 of the Letter of Transmittal, as applicable.

If the Class B Shares are certificated or ADSs are held in the form of ADRs and the certificates representing the Class B Shares or the ADRs are forwarded separately to the Receiving Agent, a properly completed and duly executed Form of Acceptance and Instrument of Transfer for Class B Shares or Letter of Transmittal for ADSs, as applicable, must accompany each delivery of certificates or ADRs.

Tender Constitutes an Agreement

It is a violation of Rule 14e-4 under the Exchange Act for a person, directly or indirectly, to tender Securities for his own account unless the person so tendering (i) has a net long position equal to or greater than the number of (a) Securities tendered, as applicable, or (b) other securities immediately convertible into, or exercisable or exchangeable for, Securities (“Equivalent Securities”) equal to or greater than the amount tendered and will acquire such Securities for tender by conversion, exercise or exchange of such other securities and (ii) will cause such Securities to be delivered in accordance with the terms of the Offer. Rule 14e-4 provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person.

The tender of Securities pursuant to any one of the procedures described above will constitute your acceptance of the Offer, as well as your representation and warranty that (i) you have a “net long position” in Securities or Equivalent Securities being tendered within the meaning of Rule 14e-4, (ii) the tender of such Securities complies with Rule 14e-4 under the Exchange Act, and (iii) you have the full power and authority to tender, sell, assign and transfer the Securities tendered, as specified in the Form of Acceptance or Letter of Transmittal, as applicable. Our acceptance for payment of Securities tendered by you pursuant to the Offer will constitute a binding agreement between us with respect to such Securities, upon the terms and subject to the conditions of the Offer.

Backup U.S. Federal Income Tax Withholding

Payments made to holders of Securities may be subject to U.S. information reporting and U.S. backup withholding of U.S. federal income tax, currently at a rate of 28%. Certain holders are not subject to these U.S. information reporting and U.S. backup withholding requirements. To avoid U.S. backup withholding, U.S. Holders (as defined in “The OfferSection 5—Taxation—Certain U.S. Federal Income Tax Considerations”) that do not

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otherwise establish an exemption should complete and return to the Receiving Agent the Internal Revenue Service (“IRS”) Form W-9 included in the Letter of Transmittal, certifying that the U.S. Holder is a U.S. person, that the taxpayer identification number provided is correct, and that the U.S. Holder is not subject to U.S. backup withholding. Holders that are non-U.S. persons may be required to complete and submit an IRS Form W-8BEN or IRS Form W-8BEN-E or other applicable IRS Form W-8, signed under penalties of perjury, attesting to the holder’s foreign status. IRS forms may be obtained from the Receiving Agent or the IRS website at www.irs.gov.

Appointment of Proxy

By executing a Form of Acceptance or Letter of Transmittal, as applicable, you irrevocably appoint our designees as your attorneys-in-fact and proxies, with full power of substitution, in the manner set forth in the Form of Acceptance or Letter of Transmittal, as applicable, to the full extent of your rights with respect to the Securities tendered and accepted for payment by us (and any and all other Securities or other securities issued or issuable in respect of such Securities on or after the date of this Offer to Purchase). All such powers of attorney and proxies are irrevocable and coupled with an interest in the tendered Securities. Such appointment is effective only upon our acceptance for payment of such Securities in accordance with the terms of the Offer. Upon such acceptance for payment, all prior powers of attorney and proxies and consents granted by you with respect to such Securities and other securities will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor subsequent written consents executed (and, if previously given or executed, will cease to be effective). Upon such acceptance for payment, our designees will be empowered to exercise all of your voting and other rights as they, in their sole discretion, may deem proper at any annual, special or adjourned meeting of QIWI’s securityholders, by written consent or otherwise. We reserve the right to require that, in order for Securities to be properly and timely tendered, immediately upon our acceptance for payment of such Securities, we are able to exercise full voting rights with respect to such Securities and other securities (including voting at any meeting of securityholders then scheduled or acting by written consent without a meeting).

The foregoing powers of attorney and proxies are effective only upon acceptance for payment of Securities pursuant to the Offer. The Offer does not constitute a solicitation of proxies for any meeting of QIWI’s securityholders.

Determination of Validity

We will determine, in our sole discretion, all questions as to the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Securities, and our determination will be final and binding (subject to the right of any party to seek judicial review in accordance with applicable law). We reserve the absolute right to reject any or all tenders of Securities that we determine not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any defect or irregularity in any tender of Securities. No tender of Securities will be deemed to have been validly made until all defects and irregularities with respect to such tender have been cured or waived. None of the Offerors, the Receiving Agent, the Information Agent or any other person will be under any duty to give notification of any defect or irregularity in tenders or waiver of any such defect or irregularity or incur any liability for failure to give any such notification. Subject to applicable law as applied by a court of competent jurisdiction, our interpretation of the terms and conditions of the Offer (including the Form of Acceptance or Letter of Transmittal, as applicable, and the instructions thereto) will be final and binding (subject to the right of any party to seek judicial review in accordance with applicable law).

4.Withdrawal Rights.

Except as described in this Section 4, tenders of Securities in the Offer are irrevocable. Tenders of Class B Shares and/or ADSs made pursuant to the Offer may be withdrawn at any time prior to the Expiration Time on the Expiration Date. Pursuant to Section 14(d)(5) of the Exchange Act, tenders of Class B Shares and/or ADSs made pursuant to the Offer may also be withdrawn at any time after the date that is 60 days after the commencement of the Offer, unless such Securities have already been accepted for payment by the Offerors pursuant to the Offer.

If we extend the period of time during which the Offer is open, are delayed in accepting for payment or paying for Securities or are unable to accept for payment or pay for Securities pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer, the Receiving Agent may, on our behalf, retain all Securities tendered, and such Securities may not be withdrawn except to the extent that you duly exercise withdrawal rights as described in this Section 4.

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To withdraw ADSs registered in your name, either in the DRS registry or represented by an ADR, you must deliver, prior to the Expiration Time of the Offer (as it may be extended from time to time), a written notice of withdrawal to the Receiving Agent at one of its addresses set forth on the back cover of this Offer to Purchase, or transmit by facsimile the notice of withdrawal to the Receiving Agent at 617-360-6810, while you have the right to withdraw the ADSs. The notice must specify the name of the person who tendered the ADSs to be withdrawn, the number of ADSs to be withdrawn and the name of the registered holder of the ADSs, if different from that of the person who tendered such ADSs. If ADRs evidencing ADSs have been delivered to the Receiving Agent, a signed notice of withdrawal with signatures guaranteed by an Eligible Institution (except in the case of ADRs tendered by an Eligible Institution (as defined in “The Offer—Section 3—Procedures for Tendering Securities—Signature Guarantees”)) must be received by the Receiving Agent before the release of such ADRs. In addition, such notice must specify, in the case of ADSs tendered by delivery of ADRs, the serial number(s) shown on the particular ADRs evidencing the ADSs to be withdrawn. In the case of ADSs tendered by book-entry transfer, tendered ADSs may be withdrawn through the facilities of the Book-Entry Transfer Facility. If you tendered ADSs by giving instructions to a broker, dealer, commercial bank, trust company or other nominee, you must instruct the broker, dealer, commercial bank, trust company or other nominee to arrange to withdraw the ADSs.

To withdraw Class B Shares, you must deliver a written notice of withdrawal, or a facsimile of one, which includes the required information, to the Receiving Agent while you have the right to withdraw the Class B Shares. The notice must specify the name of the person who tendered the Class B Shares to be withdrawn, the number of Class B Shares to be withdrawn and the name of the registered holder of the Class B Shares if different from that of the person who tendered such Class B Shares. In addition, if share certificate(s) have been delivered to the Receiving Agent, such notice must specify the serial number(s) shown on the share certificate(s) to be withdrawn. The notice of withdrawal must be signed by the same person who signed the relevant Form of Acceptance.

If the Class B Shares or ADSs to be withdrawn have been delivered to the Receiving Agent, a signed notice of withdrawal with (except in the case of Class B Shares or ADSs tendered by an Eligible Institution) signatures guaranteed by an Eligible Institution must be submitted prior to the release of such Class B Shares or ADSs. In addition, such notice must specify, in the case of Class B Shares or ADSs tendered by Direct Registration System transaction, the name of the registered holder (if different from that of the tendering holder of the Class B Shares or ADSs, as applicable) and the number of Class B Shares or ADSs to be withdrawn or, in the case of ADSs tendered by book-entry transfer, the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn ADSs. If the notice of withdrawal is signed by trustees, executors, administrators, guardians, agents, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, should indicate location of signing and must submit proper evidence satisfactory to the Offerors of their authority to so act.

The Receiving Agent must receive the written notice of withdrawal, or a facsimile of one, prior to the Expiration Time of the Offer. The method of delivery of any documents related to a withdrawal is at the option and risk of the withdrawing holder of Class B Shares or ADSs. Any documents related to a withdrawal will be deemed delivered only when actually received by the Receiving Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery. If your Class B Shares or ADSs are registered in the name of your broker, dealer, commercial bank, trust company or other nominee, you may need to allow such nominee holder additional time to withdraw your tendered Class B Shares or ADSs. You should consult your broker or other nominee holder to determine if there is an earlier deadline by which you must inform such nominee holder of any decision to withdraw your tendered Class B Shares or ADSs.

Withdrawals may not be rescinded, and Securities withdrawn will thereafter be deemed not properly and timely tendered. However, withdrawn Securities may be retendered at any time before the Expiration Time by again following any of the procedures described in “The Offer—Section 3— Procedures for Tendering Securities.”

We will determine, in our sole discretion, all questions as to the form and validity (including time of receipt) of any notice of withdrawal. None of the Offerors, the Receiving Agent, the Information Agent or any other person will be under any duty to give notification of any defect or irregularity in any notice of withdrawal or waiver of any such defect or irregularity or incur any liability for failure to give any such notification. Subject to applicable law as applied by a court of competent jurisdiction, our determination will be final and binding. Tendering securityholders have the right to challenge our determination with respect to their Securities.

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5.Taxation.

Certain U.S. Federal Income Tax Considerations.

The following is a summary of certain U.S. federal income tax consequences of the tender of Securities by a U.S. Holder (as defined below) pursuant to the Offer. This summary deals only with U.S. Holders of Securities that tender the Securities pursuant to the Offer and hold the Securities as capital assets. The discussion does not cover all aspects of U.S. federal income taxation that may be relevant to, or the actual tax effect that any of the matters described herein will have on particular investors (including consequences under the alternative minimum tax or the Medicare tax on net investment income), and does not address state, local, non-U.S. or other tax laws. This summary also does not address tax considerations applicable to investors that own (directly, indirectly or by attribution) 5% or more of the voting stock of QIWI, nor does this summary discuss all of the tax considerations that may be relevant to certain types of investors subject to special treatment under the U.S. federal income tax laws (such as financial institutions, insurance companies, individual retirement accounts and other tax-deferred accounts, tax-exempt organizations, dealers in securities or currencies, investors that hold the Securities as part of straddles, hedging transactions or conversion transactions for U.S. federal income tax purposes, persons that have ceased to be U.S. citizens or lawful permanent residents of the United States, investors holding the Securities in connection with a trade or business conducted outside of the United States, U.S. citizens or lawful permanent residents living abroad or investors whose functional currency is not the U.S. dollar).

As used herein, the term “U.S. Holder” means a beneficial owner of Securities that is, for U.S. federal income tax purposes, (i) an individual citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States or any State thereof, (iii) an estate the income of which is subject to U.S. federal income tax without regard to its source or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or the trust has validly elected to be treated as a domestic trust for U.S. federal income tax purposes.

The U.S. federal income tax treatment of a partner in an entity or arrangement treated as a partnership for U.S. federal income tax purposes that holds Securities will depend on the status of the partner and the activities of the partnership. Entities or arrangements treated as partnerships for U.S. federal income tax purposes should consult their tax advisors concerning the U.S. federal income tax consequences to them and their partners of tendering Securities.

This summary is based on the tax laws of the United States, including the Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, existing and proposed regulations thereunder, published rulings and court decisions, as well as on the income tax treaty between the United States and the Russian Federation (the “Treaty”), all as of the date hereof and all subject to change at any time, possibly with retroactive effect.

THE SUMMARY OF U.S. FEDERAL INCOME TAX CONSEQUENCES SET OUT BELOW IS FOR GENERAL INFORMATION ONLY. IT IS NOT INTENDED TO BE RELIED UPON FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED UNDER THE CODE. ALL HOLDERS SHOULD CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF TENDERING SECURITIES, INCLUDING THEIR ELIGIBILITY FOR THE BENEFITS OF THE TREATY, THE APPLICABILITY AND EFFECT OF STATE, LOCAL, NON-U.S. AND OTHER TAX LAWS AND POSSIBLE CHANGES IN TAX LAW.

Consequences of the Offer

The receipt of cash in exchange for Securities pursuant to the Offer will be a taxable transaction for U.S. federal income tax purposes. Subject to the passive foreign investment company rules discussed below, a U.S. Holder generally will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount realized for the Securities and the U.S. Holder’s adjusted tax basis in the Securities. Such capital gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period for the Securities exceeds one year.

Foreign Tax Credits

If a Russian tax is imposed on the tender of Securities pursuant to the Offer, a U.S. Holder’s amount realized will include the gross amount of the proceeds before deduction of the Russian tax. See “The Offer—Section 5—Taxation—Russian Tax Considerations” for a description of when a disposition of Securities by a Non-Resident

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Holder (as defined below) may be subject to taxation by the Russian Federation. Any gain or loss generated by the tender of Securities by a U.S. Holder will generally be treated as U.S. source gain or loss. Accordingly, a U.S. Holder may not be able to use the foreign tax credit (if any) arising from any Russian tax imposed on the disposition of the Securities unless such credit can be applied (subject to applicable limitations) against tax due on other income treated as derived from foreign sources in the appropriate income category. The calculation and availability of foreign tax credits and, in the case of a U.S. Holder that elects to deduct foreign taxes, the availability of deductions, involves the application of complex rules that depend on a U.S. Holder’s individual circumstances. U.S. Holders should consult with their own tax advisors about the availability of foreign tax credits and the application of the foreign tax credit limitations considering their individual situations.

Passive Foreign Investment Company Considerations

A foreign corporation will be a passive foreign investment company (“PFIC”) in any taxable year in which, after taking into account the income and assets of the corporation and certain subsidiaries pursuant to applicable “look-through rules,” either (i) at least 75% of its gross income is “passive income” or (ii) at least 50% of the average value of its assets is attributable to assets that produce passive income or are held for the production of passive income. QIWI has stated in its most recent annual report on Form 20-F for the financial year ended December 31, 2016 filed with the SEC on March 22, 2017, that it believes that it was not a PFIC for U.S. federal income tax purposes for its taxable year ending December 31, 2016 and does not anticipate being a PFIC for its current taxable year. However, as stated by QIWI in its 2016 Annual Report, because PFIC status is factual in nature, may depend in part on fluctuations in the market price of the ADSs, is determined annually, and generally cannot be determined until the close of the taxable year, there can be no assurance that QIWI will not be considered a PFIC for any taxable year.

If QIWI is a PFIC in any year during which a U.S. Holder owns Securities, and the U.S. Holder has not made a mark to market or qualified electing fund election, the U.S. Holder generally will be subject to special rules (regardless of whether QIWI continues to be a PFIC) with respect to any gain realized on the disposition of Securities. Under these rules (a) the gain will be allocated ratably over the U.S. Holder’s holding period, (b) the amount allocated to the current taxable year and any taxable year prior to the first taxable year in which QIWI is a PFIC will be taxed as ordinary income and (c) the amount allocated to each of the other taxable years will be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year and an interest charge for the deemed deferral benefit will be imposed with respect to the resulting tax attributable to each such other taxable year.

Backup U.S. Federal Income Tax Withholding

Payments made to holders of Securities may be subject to U.S. information reporting and U.S. backup withholding of U.S. federal income tax, currently at a rate of 28%. Certain holders are not subject to these U.S. information reporting and U.S. backup withholding requirements. To avoid U.S. backup withholding, U.S. Holders that do not otherwise establish an exemption should complete and return to the Receiving Agent the IRS Form W-9, certifying that the U.S. Holder is a U.S. person, that the taxpayer identification number provided is correct, and that the U.S. Holder is not subject to U.S. backup withholding.

Russian Tax Considerations

The following is a summary of certain Russian tax consequences of the tender of Securities pursuant to the Offer and should be carefully considered by the holders of QIWI’s ADSs and Class B Shares (the “Securityholders”).

Taxation laws are complex and the following is intended only as a general guide to the tax implications. QIWI holders should not rely on the following as a tax or legal advice in relation to their own affairs but should consult their own tax advisors regarding the tax consequences applicable to their own needs and circumstances. No representation with respect to Russian tax consequences for any particular Securityholder is made hereby.

The following disclosure is limited to the Russian profits tax and personal tax issues addressed herein. Additional issues may exist that are not addressed in this disclosure and that could affect the Russian tax treatment of the Offer. This Russian tax disclosure was written in connection with the promotion or marketing of the Offer, and it was not intended or written to be used, and cannot be used, by any person to avoid penalties that may be asserted against such person under Russian legislation. Taxpayers should seek advice based on their particular circumstances from an independent tax advisor.

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The following is a summary of certain Russian taxation considerations of the Offer. The summary is based on the Russian Tax Code and administrative clarifications, all as of the date hereof, any of which is subject to change, possibly with retroactive effect.

The summary does not address special cases of Securityholders, such as: persons who acquired Securities pursuant to the exercise of an employee stock option or otherwise as compensation; dealers in securities or currencies; trustees; banks; financial institutions; insurance companies; tax-exempt entities; non-state pension funds; etc.

In addition, the following summary does not describe any tax consequences arising from the laws of non-Russian jurisdictions. Accordingly, each Securityholder should consult its tax advisor with regard to the Offer and the applicability of Russian tax legislation, as well as the laws of any non-Russian jurisdictions, to each Securityholder’s particular situation.

For the purposes of this summary, a “Resident Holder” means a Securityholder who is a legal entity or an organization and is:

a Russian legal entity;
a foreign legal entity or organization recognized as a Russian tax resident based on the provisions of an applicable double tax treaty (for the purposes of application of such double tax treaty);
a foreign legal entity or organization recognized as a Russian tax resident based on Russian domestic law (in case the Russian Federation is recognized as the place of effective management of such legal entity or organization as determined in the Russian Tax Code unless otherwise envisaged by an applicable double tax treaty);
a foreign legal entity or organization which holds and/ or disposes of the Securities through its permanent establishment in the Russian Federation; or
a Securityholder who is an individual and is actually present in the Russian Federation for an aggregate period of 183 calendar days or more in any period comprised of 12 consecutive months (the “Resident Holder – individual”). Presence in the Russian Federation is not considered interrupted if an individual departs for short periods (less than six months) from the Russian Federation for medical treatment or education purposes as well as for the employment or other duties related to the performance of works (services) on offshore hydrocarbons fields. The interpretation of this definition by the Russian Ministry of Finance states that, for tax withholding purposes, an individual’s tax residence status should be determined on the date of the income payment (based on the number of days in the Russian Federation in the 12-month period preceding the date of the payment). An individual’s final tax liability in the Russian Federation for any reporting calendar year should be determined based on the number of days spent in the Russian Federation in such calendar year.

For the purposes of this summary, a “Non-Resident Holder” is a Securityholder who does not fall under the definition of a Resident Holder above (including any legal entity or organization or individual).

Russian tax residency rules may be affected by an applicable double tax treaty. Securityholders should seek professional advice on their tax status in Russia.

Non-Resident Holders

Legal entities or organizations

A Non-Resident Holder that is a legal entity or organization generally should not be subject to any Russian taxes in respect of any gain or other income realized on the sale, exchange or other disposal of the Securities, unless more than 50% of QIWI’s assets consist of immovable property situated in the Russian Federation. Otherwise, any proceeds from the sale, exchange or other disposal of Securities would be regarded as Russian source income received by Non-Resident Holders that are legal entities or organizations, subject to Russian income tax. Because the determination of whether more than 50% of QIWI’s assets consist of immovable property situated in the Russian Federation is inherently factual and is made on an on-going basis, there can be no assurance that immovable property situated in the Russian Federation does not currently, or will not, constitute more than 50% of QIWI’s assets. The

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above tax may be reduced or eliminated under an applicable double tax treaty, provided that the recipient of the income is its beneficial owner, such income is not attributable to a permanent establishment in the Russian Federation, the necessary requirements to qualify for the treaty relief and the appropriate administrative requirements under the Russian tax legislation have been met.

While we have not performed any specific calculations, we believe that 50% or less of QIWI’s assets consist of immovable property located on the territory of the Russian Federation for Russian tax purposes. Therefore, the sale of ADSs by a corporate Non-Resident Holder generally will not be taxable in the Russian Federation, unless the gain is effectively connected with a trade of business of the corporate Non-Resident Holder in the Russian Federation, subject to an applicable income tax treaty providing otherwise.

Non-Resident Holders that are legal entities or organizations should consult their own tax advisors with respect to the tax consequences of the sale, exchange or other disposal of the Securities.

Individuals

A Non-Resident Holder who is an individual should not generally be subject to Russian taxes in respect of any gains realized on the sale, exchange or other disposal of Securities, provided that the proceeds of such sale, exchange or disposal are not received from a source within the Russian Federation.

In the event that the proceeds from a sale, exchange or other disposal of Securities are deemed to be received from a source within the Russian Federation, a Non-Resident Holder that is an individual may be subject to Russian tax in respect of such proceeds at a rate of 30% of the gain (such gain being computed as the sales price less any available documented cost deduction, including the acquisition price of the Securities s and other documented expenses, such as depositary expenses and brokers’ fees), subject to any available double tax treaty relief, provided that the necessary requirements to qualify for the treaty relief and the appropriate administrative requirements under the Russian tax legislation have been met. For example, Securityholders that are eligible for the benefits of the United States-Russia double tax treaty (the “Treaty”) should generally not be subject to tax in the Russian Federation on any gain arising from the disposal of Securities, provided that the gain is not attributable to disposal of shares in a Russian “immovable property company”, which is a company with more than 50% of its assets consisting of immovable property situated in the Russian Federation (as defined in the Treaty).

According to Russian tax legislation, income received from a sale, exchange or other disposal of the Securities should be treated as having been received from a Russian source if such sale, exchange or other disposal occurs in the Russian Federation. Russian tax law gives no clear indication as to how to identify the source of income received from a sale, exchange or other disposal of securities except that income received from the sale of securities “in Russia” will be treated as having been received from a Russian source. In absence of any guidance as to what should be considered as a sale, exchange or other disposal of securities “in the Russian Federation”, the Russian tax authorities may apply various criteria in order to determine the source of the sale or other disposal, including looking at the place of conclusion of the transaction, the location of the issuer or other similar criteria. There is no assurance, therefore, that proceeds received by Non-Resident Holder individuals from a sale, exchange, redemption or other disposal of the ADSs will not become subject to tax in the Russian Federation.

The tax may be withheld at source from payment only if the individual acts via a professional intermediary that is registered for tax purposes in the Russian Federation (such as a trustee, dealer, broker or other intermediary acting to the benefit of the individual holder), otherwise the Non-Resident Holder individual shall be liable to file a tax return and pay the tax due.

As noted above with respect to the disposal of the Securities, under Russian tax legislation, taxation of the income of Non-Resident Holders who are individuals will depend on whether this income would be assessed as received from Russian or non-Russian sources. Although Russian tax legislation does not contain any provisions on how the related material benefit should be sourced, the tax authorities may infer that such income should be considered as Russian source income if the Securities are purchased “in the Russian Federation”. In the absence of any additional guidance as to what should be considered as a purchase of securities “in the Russian Federation”, the Russian tax authorities may apply various criteria in order to determine the source of the related material benefit, including looking at the place of conclusion of the acquisition transaction or other similar criteria. There is no assurance, therefore, that proceeds received by Non-Resident Holders individuals from a sale, exchange, redemption or other disposal of the Securities will not become subject to tax in the Russian Federation.

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Non-Resident Holders who are individuals should consult their own tax advisors with respect to the tax consequences arising as a result of disposal of the Securities and the receipt of proceeds from source within the Russian Federation in their respect.

Double Tax Treaty Procedures

Where a Non-Resident Holder of Securities receives income from a Russian source, the Russian tax (if applicable under Russian domestic tax law) may be reduced or eliminated in accordance with the provisions of a double tax treaty. Advance treaty relief should be available for those eligible, subject to the requirements of the laws of the Russian Federation. In order for a Non-Resident Holder to benefit from the applicable double tax treaty, documentary evidence is required to confirm the applicability of the double tax treaty for which benefits are claimed. Currently, a Non-Resident Holder is required to provide a tax residence confirmation issued by the competent tax authority of the relevant treaty country (duly apostilled or legalized, translated into Russian and notarized). The tax residency confirmation needs to be renewed on an annual basis, and provided before the first payment of income in each calendar year. For a Non-Resident Holder that is a legal entity or organization, this should be a tax residency certificate for the relevant year.

A Non-Resident Holder who is an individual willing to obtain the advance double tax treaty relief at source of payment should confirm to a tax agent that he or she is tax resident in a relevant foreign jurisdiction having a double tax treaty with the Russian Federation by providing the tax agent with (i) a passport of a foreign resident, or (ii) another document envisaged by an applicable federal law or recognized as a personal identity document of a foreign resident in accordance with the double tax treaty, and (iii) upon request of the tax agent, a tax residency certificate for the relevant year issued by the competent authorities of his or her country of residence for tax purposes. A notarized Russian translation of the certificate is required. The above provisions are intended to provide a tax agent with the opportunity of applying reduced (or zero) withholding tax rates under an applicable double tax treaty at source. However, due to the novelty of these provisions there is some uncertainty as to how they will be applied by the Russian tax authorities in practice.

In addition, in order to benefit from the applicable double tax treaty, the person claiming such benefits must be the beneficial owner of the relevant income. In addition to a certificate of tax residency, the Non-Resident Holder legal entity should present to the tax agent a confirmation that it is the beneficial owner of the relevant income. As of the date of this annual report, there has been no guidance on the form of such confirmation and it is at the moment unclear how these measures should be applied in practice. There can be no assurance that treaty relief at source of payment will be available in practice.

Non-Resident Holders should consult their own tax advisors regarding possible tax treaty relief and procedures for obtaining such relief with respect to any Russian taxes imposed on proceeds received from a disposal of the Securities.

Refund of Tax Withheld

If double tax treaty relief is available but Russian tax has nevertheless been withheld at the source of payment, an application for the refund of the tax withheld may be made within three years from the end of the tax period in which the tax was withheld for Non-Resident Holders.

In order to obtain a refund, the Non-Resident Holder who is a legal entity is required to file with the Russian tax authorities, among other documents, a duly apostilled or legalized, translated into Russian and notarized certificate of tax residence issued by the competent tax authority of the relevant treaty country at the time the income was paid, as well as documents confirming receipt of such income and the withholding of Russian tax.

The Russian tax authorities may, in practice, require a wide variety of documentation confirming the right to benefits under a double tax treaty. Such documentation, in practice, may not be explicitly required by the Russian Tax Code. Obtaining a refund of Russian tax withheld may be a time consuming process and can involve considerable practicable difficulties, depending to a large extent on the position of the local tax inspectorates.

If a Non-Resident Holder who is an individual wishes to obtain a refund, he or she should provide a claim for a refund of the tax withheld and documents confirming the right for a refund under the Russian Tax Code to the tax agent. Starting from January 1, 2016 a claim for a refund and documents confirming the right for a refund under the Russian Tax Code can be filed within three years following the tax period in which the tax was withheld. If there is no tax agent on the date of receipt by the individual of confirmation of its tax residence status in a relevant foreign

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jurisdiction having an applicable double tax treaty with the Russian Federation, the individual can file a claim for a refund and documents confirming the right for a refund directly with the Russian tax authorities.

Non-Resident Holders should consult their own tax advisors should they need to obtain a refund of Russian taxes withheld on any payments received with respect to the Securities.

Resident Holders

A Resident Holder will generally be subject to all applicable Russian taxes in respect of income received on sale, exchange or other disposal of the Securities.

Resident Holders should consult their own tax advisors with respect to their tax position regarding the Securities.

Cypriot Tax Considerations

A gain realized on the sale of ADSs by a non-resident holder will not be subject to taxation in the Republic of Cyprus.

A gain realized on the sale of ADSs by a Republic of Cyprus resident holder will be exempt from corporate income tax in the Republic of Cyprus as ADSs are considered to fall within the definition of qualifying titles, which include ADSs, for Cypriot tax purposes. Such gains will also be exempt from capital gains tax in the Republic of Cyprus provided the ADSs are traded on a recognized stock exchange.

6.Price Range of ADSs; Dividends.

The ADSs are listed and principally traded on both NASDAQ and the Moscow Exchange (“MOEX”), under the symbol “QIWI.” The ADSs have been listed and traded on NASDAQ since May 3, 2013. The ADSs were admitted to trading on MOEX on May 20, 2013 and commenced trading on October 10, 2013. Prior to May 3, 2013, there was no public market for the ADSs.

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The following table sets forth, for the periods indicated, the high and low closing sales prices per ADS on NASDAQ as reported in published financial resources:

 
High
Low
Year
(U.S. $)
2013 (from May 3)
 
15.62
 
 
56.00
 
2014
 
18.70
 
 
56.37
 
2015
 
15.07
 
 
34.89
 
2016
 
10.65
 
 
17.77
 
Quarter
 
 
 
 
 
 
2015:
 
 
 
 
 
 
First Quarter
 
19.03
 
 
25.80
 
Second Quarter
 
24.64
 
 
34.89
 
Third Quarter
 
15.07
 
 
30.62
 
Fourth Quarter
 
15.51
 
 
20.03
 
2016:
 
 
 
 
 
 
First Quarter
 
10.65
 
 
17.77
 
Second Quarter
 
10.73
 
 
16.40
 
Third Quarter
 
11.47
 
 
15.91
 
Fourth Quarter
 
12.36
 
 
15.00
 
Most recent six months
 
 
 
 
 
 
2016:
 
 
 
 
 
 
December
 
12.36
 
 
12.95
 
2017:
 
 
 
 
 
 
January
 
11.80
 
 
13.71
 
February
 
13.40
 
 
15.70
 
March
 
14.14
 
 
17.31
 
April
 
16.14
 
 
19.39
 
May
 
19.38
 
 
24.11
 
June(1)
 
24.87
 
 
23.00
 
(1)For the period from, and including, June 1, 2017 through, and including, June 15, 2017.

Source: Bloomberg L.P., June 15, 2017

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The following table sets forth, for the periods indicated, the high and low closing sale prices per ADS on MOEX as reported in published financial sources:

 
High
Low
Year
(in RUB)
2013 (from October 10)
 
2,000
 
 
1,302.4
 
2014
 
1947.6
 
 
1,004.2
 
2015
 
1,895
 
 
995
 
2016
 
1,300
 
 
709
 
Quarter
 
 
 
 
 
 
2015:
 
 
 
 
 
 
First Quarter
 
1,600
 
 
1,220
 
Second Quarter
 
1,715
 
 
1,340
 
Third Quarter
 
1,895
 
 
995
 
Fourth Quarter
 
1,350
 
 
1,025
 
2016:
 
 
 
 
 
 
First Quarter
 
1,300
 
 
825
 
Second Quarter
 
1,075
 
 
709
 
Third Quarter
 
1,018
 
 
770
 
Fourth Quarter
 
945
 
 
770
 
Most recent six months
 
 
 
 
 
 
2016:
 
 
 
 
 
 
December
 
829
 
 
770
 
2017:
 
 
 
 
 
 
January
 
821
 
 
711
 
February
 
904
 
 
800
 
March
 
974
 
 
822
 
April
 
1,090
 
 
938
 
May
 
1,357
 
 
1,102
 
June(1)
 
1,426
 
 
1,300
 
(1)For the period from, and including, June 1, 2017 through, and including, June 15, 2017.

Source: Bloomberg L.P., June 15, 2017

According to QIWI’s Form 20-F, QIWI paid dividends in the amount of $30,210,153 for 2015 and $39,943,003 for 2016. QIWI intends to distribute all excess cash to its ADS holders in the form of an annual dividend.

The weighted average trading price of the ADSs for the 60 days prior to (and excluding) June 8, 2017, the last trading day before June 9, 2017, the date of the announcement of the Offer (the “Announcement Date”), was $20.11 per ADS on NASDAQ and RUB 1136.74 on MOEX. The Class B Shares underlying the ADSs are neither listed nor traded on any stock exchange. Therefore, there is currently no market for the Class B Shares.

On June 8, 2017, the last full trading day before June 9, 2017, the date of the announcement of the Offer, the reported closing sale price of the ADSs on NASDAQ and MOEX was U.S. $23.51 per ADS and RUB 1,315, respectively. Please obtain recent quotations for the ADSs before deciding whether or not to tender.

7.Possible Effects of the Offer on the Market for the Securities; Stock Exchange Listing; Registration under the Exchange Act; Margin Regulations.

Possible Effects of the Offer on the Market for the Securities

The purchase by the Offerors of ADSs in connection with the Offer may reduce the number of ADSs that might otherwise be traded publicly and may reduce the number of QIWI securityholders. As a result, trading of a relatively small volume of ADSs after consummation of the Offer may have a greater impact on trading prices than would have been the case prior to consummation of the Offer.

Immediately following the consummation of the Offer, the Offerors will hold at least approximately 53.85%, and up to approximately 63.85%, of the outstanding Class B Shares, including Class B Shares represented by ADSs, on

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a fully diluted basis, assuming no further issuances after the date of this Offer to Purchase and that the Minimum Condition has not been waived or modified. QIWI securityholders that do not tender their Securities in the Offer will continue to own their Securities in QIWI and to participate in the future performance of the Company, and may be able to sell their ADSs (and Class B Shares, if first converted into ADSs) in the future on NASDAQ, or otherwise, at a net price higher or lower than the Offer Price. However, we can give no assurance as to the price at which a QIWI securityholder may be able to sell his, her or its Securities in the future.

Stock Exchange Listing

Based on QIWI’s Form 20-F, the Offerors do not believe that their purchase of ADSs under the Offer will cause the remaining outstanding ADSs to be delisted from trading on NASDAQ.

Registration under the Exchange Act

The ADSs are registered under the Exchange Act, which requires, among other things, that QIWI furnish certain information to its securityholders and the SEC. Based on publicly available information about QIWI, the Offerors do not believe that their purchase of Securities under the Offer will result in the ADSs becoming eligible for deregistration under the Exchange Act.

Margin Regulations

The ADSs are currently “margin securities” under the rules of the Board of Governors of the Federal Reserve System. This classification has the effect, among other things, of allowing brokers to extend credit to their customers using the ADSs as collateral. Based on information provided to the Offerors by QIWI, the Offerors believe that, following the purchase of ADSs under the Offer, the ADSs remaining outstanding will continue to be margin securities for purposes of the Federal Reserve Board’s margin rules and regulations.

8.Certain Information Concerning QIWI.

The information concerning QIWI contained in this Offer to Purchase has been taken entirely from or is entirely based upon publicly available documents and records on file with the SEC and other public sources and is qualified in its entirety by reference thereto. The Offerors have relied upon the accuracy of the information included in such publicly available documents and records and other public sources and have not made any independent attempt to verify the accuracy of such information.

According to QIWI’s Form 20-F, QIWI was incorporated in the Republic of Cyprus under the name of OE Investments Limited on February 26, 2007. QIWI’s principal executive offices are located at Kennedy 12, Kennedy Business Centre, 2nd floor, P.C. 1087, Nicosia, the Republic of Cyprus. The telephone number of QIWI’s principal executive offices is +357-22-653390.

QIWI is a provider of next generation payment services with over 17.2 million virtual wallets, over 162,000 kiosks and terminals, and enabled merchants to accept over RUB 70 billion cash and electronic payments monthly from over 56 million consumers using its network in the Russian Federation and the Commonwealth of Independent States (“CIS”). QIWI operates in and targets markets and consumer segments that are largely cash-based or that lack convenient alternatives for consumers to pay for goods and services in physical, online and mobile environments. QIWI’s integrated network of physical distribution points, virtual wallets, and payment channels enable consumers to deposit cash, convert it into a digital form, and transfer funds to a virtual wallet or pay for any merchant in our network quickly and securely. As of December 31, 2016, QIWI had approximately 13,000 merchants, including mobile network operators, utilities, banks, money remittance companies and online retailers, active on a monthly basis in its system.

Additional Information

QIWI is subject to the informational and reporting requirements of the Exchange Act and in accordance therewith files and furnishes periodic reports, proxy statements and other information with the SEC relating to its business, financial condition and other matters. You may read and copy any such reports, statements or other information at the SEC’s Public Reference Room located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call 1-800-SEC-0330 for further information on the operation of the Public Reference Room. QIWI’s filings

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are also available to the public from commercial document retrieval services and at the SEC’s Web site at http://www.sec.gov. The SEC’s website address is not intended to function as a hyperlink, and the information contained in the SEC’s website is not incorporated by reference in this Offer to Purchase and you should not consider it as part of the Offer to Purchase.

9.Certain Information Concerning the Offerors.

Otkritie Holding JSC

Parent is a joint stock company organized under the laws of the Russian Federation, whose principle business is investment activities. Parent’s business address and registered address are at 2/4 Letnikovskaya Street, 115114, Moscow, Russian Federation. The telephone number of Parent’s principal executive offices is +7 (495) 232-03-00. As of December 31, 2016, Parent and its subsidiaries employed more than 19,500 people servicing approximately 4.3 million retail customers, 30,600 corporate clients and approximately 190,100 small business clients.

Parent is the parent company of the Otkritie group (the “Group”), which is one of the largest Russian financial group by assets. The Group offers products and services to individual customers, small and medium-sized entities, large corporations and institutional investors. Banking is the Group’s key business with annual revenues of approximately RUB 2.702 trillion. The Group holds a controlling stake in Bank Otkritie Financial Corporation (the “Otkritie Bank”), the largest private bank in the Russian Federation. Otkritie Bank is a full-service commercial bank focused on corporate and investment banking, retail business, small and medium-sized entities, and private banking. The Group also operates a number of subsidiaries engaged in financial services, including Otkritie Broker JSC, Otkritie Capital International Limited and OTKRITIE Asset Management Limited, which together offer more than 80 financial products and services.

The Group has recently expanded its portfolio of investments. In April 2015, the Group acquired a controlling equity stake in National Bank TRUST PJSC (the “NB TRUST”). NB TRUST is the parent company of a group comprised of CMF Credit Resources and CMF Trust Development-2. NB TRUST was acquired pursuant to a financial rehabilitation plan developed by the Russian Central Bank as part of a state-led effort to prevent NB TRUST’s bankruptcy. In May 2017, in order to diversify its investment portfolio, the Group acquired ARKHANGELSKGEOLDOBYCHA JSC, Russia’s second largest diamond producer by production.

Otkritie Investments Cyprus Limited

Purchaser is a company organized under the laws of the Republic of Cyprus and is an indirect, wholly-owned subsidiary of Parent. Purchaser functions as Parent’s primary investment vehicle outside the Russian Federation. Purchaser’s business address and registered address are at Griva Digeni, 105, 1st floor, Flat/Office 102C, 3101, Limassol, Republic of Cyprus. The telephone number of Purchaser’s principal executive offices is +357-25-028152.

The name, business address, current principal occupation or employment, five-year employment history and citizenship of each director and executive officer of Parent and Purchaser and certain other information are set forth on Annex A hereto. Neither Parent nor Purchaser is an affiliate of QIWI (“QIWI”) for purposes of the Exchange Act.

Except as set forth elsewhere in this Offer to Purchase or in Annex A to this Offer to Purchase: (i) none of the Offerors and, to the Offerors’ knowledge, the persons listed in Annex A to this Offer to Purchase or any associate or majority owned subsidiary of the Offerors or of any of the persons so listed, beneficially owns or has a right to acquire any Securities or any other equity securities of QIWI; (ii) none of the Offerors and, to the Offerors’ knowledge, the persons or entities referred to in clause (i) above has effected any transaction in the Securities or any other equity securities of QIWI during the past 60 days; (iii) none of the Offerors, and to the Offerors’ knowledge, the persons listed in Annex A to this Offer to Purchase, has any contract, arrangement, understanding or relationship with any other person with respect to any Securities of QIWI (including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations); (iv) during the two years before the date of this Offer to Purchase, there have been no transactions between the Offerors, its subsidiaries or, to the Offerors’ knowledge, any of the persons listed in Annex A to this Offer to Purchase, on the one hand, and QIWI or any of its executive officers, directors or affiliates, on the other hand, that would require reporting under SEC rules and regulations; (v) during the two years before the date of this Offer to Purchase, there have been no material contacts, negotiations or transactions between the Offerors, its subsidiaries or, to the Offerors’ knowledge, any of the persons listed in Annex A to this Offer to Purchase, on the one

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hand, and QIWI or any of its subsidiaries or affiliates, on the other hand, concerning a merger, consolidation or acquisition, a tender offer or other acquisition of securities, an election of directors or a sale or other transfer of a material amount of assets; (vi) none of the Offerors nor, to the Offerors’ knowledge, the persons listed in Annex A to this Offer to Purchase, has been convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors); and (vii) none of the Offerors nor, to the Offerors’ knowledge, the persons listed in Annex A to this Offer to Purchase, has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining that person from future violations of, or prohibiting activities subject to, federal or state securities laws or a finding of any violation of federal or state securities laws.

Financial Information about the Offerors

We do not believe that the financial condition of the Offerors is material to the decision of holders of the Securities in the Offer because (i) the consideration in the Offer consists solely of cash, (ii) the Offer is not subject to any financing condition and (iii) the Offerors have access to the necessary economic resources to pay the Offer Price.

While we do not believe that the financial condition of the Offerors is material to the decision of holders of Securities in the Offer, certain selected consolidated accounting and financial information of Otkritie Holding JSC is set forth in Annex B to this Offer to Purchase and is incorporated in this section by reference.

10.Source and Amount of Funds.

We estimate that we will need approximately $695 million to acquire the Securities pursuant to the Offer, to pay related fees and expenses and to pay all other amounts that may become due and payable as a result of the Offer. The Offerors currently intend to obtain all such funds from a capital contribution from the Group. Capital contributions for the Offer will come from the Group’s cash or cash equivalent holdings and the Group may also seek external debt financing.

The Offer is not subject to any financing condition.

11.Background of the Offer; Security Ownership; Contacts with QIWI.

On May 14, 2015, Purchaser entered into a subscription agreement (the “Subscription Agreement”) with QIWI and Parent for the acquisition of 5,593,041 Class B Shares in exchange for all of the outstanding charter capital of CIHRUS Limited Liability Company (“CIHRUS”), a company organized under the laws of the Russian Federation, which registered office is located at Building 1, Aviamotornaya str. 11, 111020, Moscow, Russian Federation. Under the Subscription Agreement, these 5,593,041 Class B Shares were to be issued to Purchaser in two separate instalments, each corresponding to, as consideration, 70% and 30% of the outstanding charter capital of CIHRUS.

On June 2, 2015, pursuant to the Subscription Agreement, QIWI acquired a 70% interest in CIHRUS from Purchaser in exchange for the issuance of 3,915,129 Class B Shares to Purchaser. These shares were transferred in an intra-group transaction from Purchaser to Parent on June 18, 2015. The remaining 30% interest in CIHRUS was acquired by QIWI from Purchaser in exchange for the issuance of 1,677,912 Class B Shares to Purchaser on June 30, 2015. See “The Offer—Section 12—Material Agreements.”

Parent deposited the 5,593,041 Class B Shares acquired pursuant to the Subscription Agreement with the ADS Depositary, and received 5,593,041 ADSs representing Class B Shares so deposited. Purchaser subsequently transferred ADSs it beneficially owned to Parent.

In connection with the acquisition of the Class B Shares, QIWI and Purchaser entered into a cooperation agreement, dated June 2, 2015 (the “Cooperation Agreement”), pursuant to which they have agreed to strategically cooperate with each other in order to carry out certain joint projects related to certain areas of their respective businesses, including by virtue of establishing a steering committee. Unless otherwise agreed between the parties, the Cooperation Agreement will remain in effect until the earlier of (i) the fifth anniversary of the Cooperation Agreement, and (ii) Purchaser and its affiliates ceasing to own more than 2,237,216 Class B Shares or ADSs of QIWI. See “The Offer—Section 12—Material Agreements.”

In connection with the acquisition of the Class B Shares, Purchaser and Saldivar previously entered into a voting agreement, dated June 2, 2015 (the “Voting Agreement”), whereby Saldivar agreed to vote such number of Class B

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Shares which it would receive upon conversion of the Class A ordinary shares beneficially held by Saldivar as were necessary in favor of electing or re-electing Mr. Evgeny Dankevich, or if Mr. Evgeny Dankevich did not consent to his appointment as director, in favor of a replacement nominee agreed with Saldivar, for election or re-election as a director at any general meeting of QIWI shareholders during the one-year period following the date of the Voting Agreement. Otkritie elected not to exercise its right under the Voting Agreement to appoint Mr. Evgeny Dankevich to the board of directors of QIWI. As a result of the Voting Agreement, the Offerors were deemed beneficial owners of 11,877,821 Class B Shares which Saldivar would receive upon conversion of the Class A ordinary shares beneficially held by Saldivar. The Voting Agreement terminated on June 2, 2016, resulting in the elimination of the Offerors’ beneficial ownership of 11,877,821 shares held by Saldivar. See “The Offer—Section 12—Material Agreements.”

The Subscription Agreement, the Cooperation Agreement and the Voting Agreement are described more fully in “The Offer—Section 12—Material Agreements.”

During 2015, Parent entered into various short-term equity repurchase transactions with two major Russian financial institutions. Each such equity repurchase transaction had a duration of less than 60 days. The maximum aggregate number of securities subject to such equity repurchase transactions was 3,848,069. Each equity repurchase transaction was made at the market price at the time of the transaction, applying discounts customary for equity repurchase transactions. All such equity repurchase transactions have subsequently been renewed and remain outstanding.

During 2015, OCIL entered into various short-term equity repurchase transactions with clients. In these transactions, OCIL acts as an intermediary, arranging financing for its clients by entering into both an equity repurchase transaction with the client and a corresponding market transaction on similar terms. The duration of such equity repurchase transactions ranged from 5 to 14 days, with certain transactions also being on an open date basis. Each such equity repurchase transaction was made at the market price at the time of the transaction, applying discounts customary for equity repurchase transactions.

On December 19, 2016, Otkritie Capital International Limited (“OCIL”), a company organized under the laws of United Kingdom, whose principal business is investment activities and brokerage services, with business address and registered address at 12th floor, 88 Wood Street, London, EC2V 7RS, and an indirect wholly-owned subsidiary of Parent, was transferred 6,000 ADSs representing Class B Shares from an unaffiliated client under title transfer collateral agreements (“TTCAs”).

On February 17, 2017, Parent disposed of 1,907,305 ADSs representing Class B Shares pursuant to an over-the-counter equity repurchase transaction at a price of $14.01 per ADS (which represents the then current market price with a discount customary for an equity repurchase transaction). On May 25, 2017, Parent terminated an existing over-the-counter equity repurchase transaction and entered into new over-the-counter equity repurchase transactions, which resulted in an acquisition by Parent of 472,996 ADSs representing Class B Shares. This equity repurchase transaction was renewed several times and is currently outstanding with respect to 1,434,309 ADSs.

Between April 10, 2017 and May 22, 2017, various OCIL clients conducted transactions through their TTCA accounts with OCIL to buy and sell a total of 30,722 ADSs. Trades ranged from 1 ADS to 1,000 ADSs, at prices between $16.69 and $21.64 per ADS. Certain of the trades were conducted on MOEX and were denominated in Russian rubles.

Between April 28, 2017 and May 31, 2017, OCIL conducted various proprietary buy and sell trades which resulted in no net change in the number of ADSs held by OCIL. Trades ranged from 1 ADS to 6,470 ADSs, at prices between $19.15 and $22.95 per ADS. Certain of the trades were conducted on MOEX and were denominated in Russian rubles.

Between May 23, 2017 and May 25, 2017, OICL made market purchases on NASDAQ to acquire 142,201 ADSs at prices ranging from $22.39 to $22.82.

On June 2, 2017, two individuals affiliated with the Offerors, Mrs. Elena Budnik and Mr. Evgeny Dankevich, were elected to the position of Elected Directors of QIWI at the annual general meeting organized in accordance with the Articles of Association of QIWI. Their term as directors started as of June 2, 2017 and will terminate at the next annual general meeting of QIWI.

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As of the date of this Offer to Purchase, other than (i) the beneficial ownership of 3,990,270 ADSs by the Offerors, (ii) the abovementioned appointment of two individuals affiliated with the Offerors as QIWI’s Elected Directors, and (iii) the ongoing cooperation between QIWI, Purchaser and their affiliates pursuant to the Cooperation Agreement, Parent, Purchaser and their affiliates do not have a material relationship with QIWI.

12.Material Agreements.

Deed of Subscription

The following is a summary of certain provisions of the Deed of Subscription by and among Parent, Purchaser and QIWI, dated as of May 14, 2015 and is qualified in its entirety by reference to the full text of the agreement, a copy of which is filed as Exhibit (d)(1) to the Schedule TO.

Subscription

QIWI issued and sold to Purchaser 5,593,041 Class B Shares in exchange for 100% ownership interest in the charter capital of CIHURS Limited Liability Company (“CIHURS”), of which Purchaser owns 70% ownership interest and Investaktiv, LLC, a company organized under the laws of the Russian Federation, which registered office is located at Samotechnaya str. 11, 127473, Moscow, Russian Federation, owns the other 30% ownership interest. The transaction occurred in two instalments: (i) on the first completion date, QIWI issued and sold 3,915,129 Class B Shares as consideration for an in-kind contribution of Purchaser’s 70% ownership interest in CIHURS; and (ii) on the second completion date, QIWI issued and sold 1,677,912 Class B Shares as consideration for an in-kind contribution of the remaining 30% ownership interest in CIHURS, which Purchaser acquired from Investaktiv, LLC.

Representations and Warranties

The Deed of Subscription contains representations and warranties of Purchaser and QIWI. Each party has made representations and warranties that (i) such party is a company duly organized and validly existing under the laws of its jurisdiction of organization, (ii) such party has the requisite power and authority to execute and deliver the Deed of Subscription, (iii) neither the execution by such party of the Deed of Subscription nor the performance by such party of any of the transactions contemplated by the Deed of Subscription will violate any applicable law, and (iv) the Deed of Subscription constitutes the legal, valid and binding obligations of such party.

In the Deed of Subscription, Purchaser has made customary representations and warranties to QIWI with respect to, among other things (i) capacity, (ii) execution and due authority, (iii) no conflicts, (iv) legal and governmental proceedings, (v) insolvency, and (vi) compliance with applicable statutes. QIWI has made customary representations and warranties to Purchaser with respect to, among other things (i) the authorized capital stock issued and outstanding, (ii) compliance with laws, and (iii) QIWI’s SEC documents.

Guarantees

Parent as primary obligor agreed that if and each time that Purchaser fails to make any payment when it is due under or pursuant to the Deed of Subscription and related transaction documents, Parent will on demand (without requiring QIWI first to take steps against Purchaser or any other person) pay that amount to QIWI. Parent’s obligations shall not be affected by any matter or thing which but for this provision might operate to affect or prejudice those obligations, including, without limitation: (i) any time or indulgence granted to, or composition with, Purchaser or any other person; (ii) the taking, variation, renewal or release of, or neglect to perfect or enforce the Deed of Subscription, any other related transaction document or any right, guarantee, remedy or security from or against Purchaser or any other person and (iii) any unenforceability or invalidity of any obligation of Purchaser, so that this clause shall be construed as if there were no such unenforceability or invalidity.

Governing Law and Dispute Resolution

The Deed of Subscription and any dispute, controversy or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination, breach or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

Cooperation Agreement

The following is a summary of certain provisions of the Cooperation Agreement between Purchaser (together with its affiliates, the “Otkritie Group”) and QIWI (“QIWI” together with its affiliates, the “QIWI Group”), dated as of June 2, 2015, and is qualified in its entirety by reference to the full text of the agreement, a copy of which is filed as Exhibit (d)(2) to the Schedule TO.

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Joint Cooperation to Further Business

On May 14, 2015, Parent, Purchaser and QIWI entered into a deed of subscription, under which Purchaser acquired 5,593,041 Class B Shares in QIWI in exchange for a 100% ownership interest in the charter capital of CIHRUS Limited Liability Company. Following the acquisition of CIHURS by QIWI, Purchaser and QIWI agreed to strategically cooperate with each other to carry out certain joint projects related to their respective businesses, subject to applicable law having jurisdiction over Purchaser and QIWI, fiduciary duties, and other relevant restrictions.

Steering Committee

As part of the joint project, Purchaser and QIWI agreed to establish a steering committee consisting of three representatives from the QIWI Group and three representatives from the Otkritie Group (the “Steering Committee”). The Steering Committee will serve an advisory role and meet regularly to analyze and develop potential areas of strategic cooperation between Purchaser and QIWI. Items of potential areas of cooperation include, but not limited to, participation of the Otkritie Group as a privileged party in QIWI’s banking projects where QIWI seeks a banking partner and commercial terms for QIWI to provide consumer scoring data it collected to the Otkritie Group, subject to applicable law.

Bank Services

QIWI agreed to use PJSC Khanty-Mansiysk Bank Otkritie (now merged with Otkritie Bank) to settle at least one half of the total transactions processed by CONTACT Payment System, which provides payment services for the transfer of funds, for two years following the “Effective Time,” as defined in the Cooperation Agreement. This agreement expired on June 2, 2017.

Confidential Information

With certain exceptions, no party shall, and each party shall procure that their representatives will not, disclose to any third party, use or exploit commercially for its or their own purposes any “Confidential Information,” as defined in the Cooperation Agreement. The confidentiality obligations do not apply with respect of disclosing Confidential Information (i) in connection with the performance of each party’s obligations or enforcement of its rights under the Cooperation Agreement, (ii) to its representatives on a need to know basis to the extent reasonably required for purposes in relation to the Cooperation Agreement, (iii) pursuant to pursuant to any listing agreement with or the rules and regulations of any recognized security exchange on which securities of such party or any of its affiliates are listed and/or traded, and (iv) as required by “Applicable Law,” as defined in the Cooperation Agreement.

Effectiveness and Termination

Unless otherwise mutually agreed between QIWI and Purchaser, the Cooperation Agreement will remain in effect until the earlier of the following events (i) the fifth anniversary of the Cooperation Agreement, which is June 2, 2020, and (ii) the Otkritie Group ceasing to own more than 2,237,216 Class B Shares or ADSs of QIWI.

Voting Agreement

The following is a summary of certain provisions of the Voting Agreement dated June 2, 2015 between Saldivar and Purchaser. This Voting Agreement was terminated on June 2, 2016, one year after the date of execution. However, the confidentiality, assignment and governing law provisions summarized below survived the termination of the Voting Agreement, and are qualified in their entirety by reference to the full text of the agreement, a copy of which is filed as Exhibit (d)(3) to the Schedule TO.

Voting Arrangemnet

Under the Voting Agreement, Purchaser had a right (but not an obligation) to nominate for appointment as director at the general meetings of shareholders of QIWI (i) Mr. Evgeny Dankevich, or (ii) if Mr. Evgeny Dankevich did not consent to his appointment as director (for any reason in Mr. Dankevich’s sole discretion and without a necessity to justify such decision), then a replacement nominee agreed with Saldivar (a “Nominated Director”). Saldivar agreed to cast at any general meeting such votes as were necessary in order to ensure the election of the

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Nominated Director. In addition, for a one-year period following the election of the Nominated Director, Saldivar agreed to (i) cast such votes as were necessary in order to ensure the re-election of the Nominated Director, and (ii) not call any general meeting relating to the removal of the Nominated Director or otherwise cast any votes at any general meeting to remove the Nominated Director.

Confidentiality

With certain exceptions, no party shall disclose to any third party, or use or exploit commercially for its or their own purposes any “Confidential Information”, defined as the existence and contents of the Voting Agreement and the arrangements contemplated by the Voting Agreement, in each case except to the extent that such information is, has or does become available (i) through the public domain, or (ii) pursuant to disclosure, in a non-confidential manner, by a source which to the knowledge of the receiving party is not prohibited to disclose the information by reason of any legal, contractual or fiduciary obligation. These obligations will remain in force until the relevant information enters the public domain other than by the default of a party.

Assignment

No party is entitled to assign its rights or transfer its obligations under the Voting Agreement without the prior written consent of the other party, except that Purchaser may assign its rights to an affiliate, subject to the assignee becoming a party to the Voting Agreement by entering into a deed of adherence.

Representations and Warranties

The Voting Agreement contained representations and warranties of Saldivar and Purchaser. Each party made customary representations and warranties to the other party with respect to power and authority, execution, no conflicts, consents and approvals.

Governing Law

The Voting Agreement is governed by the laws of England and Wales. Any dispute, controversy or claim arising out of or in connection with the Voting Agreement or its subject matter are referred to, and finally resolved by, arbitration under the Rules of Arbitration of the London Court of International Arbitration.

13.Purpose of the Offer; Plans for QIWI; Appraisal Rights.

Purpose of the Offer

We are making the Offer to acquire an additional equity interest in the Class B Shares, including Class B Shares represented by ADSs, of QIWI. As of June 9, 2017, we beneficially own 3,990,270 Class B Shares of QIWI, constituting 8.85% of the outstanding Class B Shares, based on 45,080,461 Class B Shares outstanding as of March 17, 2017, as disclosed by QIWI’s Form 20-F. We are seeking to increase our ownership interest in QIWI’s Class B Shares, including Class B Shares represented by ADSs, as in our opinion QIWI’s robust track record of performance and operations present an attractive long-term investment opportunity for us. Immediately prior to announcement of our intention to increase our investments in QIWI by means of the Offer, we initiated a discussion with Saldivar Investments Limited (“Saldivar”), the controlling shareholder of QIWI, and Mr. Sergey Solonin, the controlling shareholder of Saldivar and Chief Executive Officer of QIWI. The discussion was preliminary only and there are no agreements or understandings, written or oral, between the parties as of the date hereof. We do not expect any agreements or understandings with Saldivar or Mr. Solonin to be reached until after completion of the Offer, and there can be no assurance that any such agreement or understanding will be reached. Such discussions with Saldivar and Mr. Solonin may continue following the Offer, however, the consummation of the Offer is in no way contingent on the outcome of such discussions.

Regardless of whether we reach any agreement or understanding with Saldivar and Mr. Solonin, we have no present plans to sell any Securities we acquire through the Offer or to acquire any Securities other than through the Offer.

Plans for QIWI

If you sell all of your Securities in the Offer (assuming that no proration is necessary), you will cease to have any equity interest in the Securities of QIWI or any right to participate in its earnings and future growth. Similarly, after selling all of your Securities in the Offer, you will not bear the risk of any decrease in the value of QIWI.

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To the extent that you do not tender your Securities pursuant to the Offer, or that we do not accept your Securities for payment in the Offer due to any necessary proration, you will continue to participate in the future earnings and future growth of the Company, and may be able to sell your ADSs (and Class B Shares if converted into ADSs) in the future on NASDAQ and MOEX, or otherwise, at a net price higher or lower than the Offer Price. However, we can give no assurance as to the price at which you may be able to sell your ADSs (or your Class B Shares, if converted into ADSs) in the future.

If the Minimum Condition is not satisfied because an insufficient number of Securities are tendered in the Offer, then the Offer will not be consummated. There can be no assurance as to the effect that a failure to consummate the Offer may have on the price of the Securities.

Except as described above or elsewhere in this Offer to Purchase, the Offerors have no present plans or proposals that would relate to or result in (i) any extraordinary corporate transaction involving QIWI or any of its subsidiaries (such as a merger, reorganization, liquidation, relocation of any operations or sale or other transfer of a material amount of assets), (ii) any change in the QIWI board of directors or management, including, but not limited to, any plans or proposals to change the number or the term of directors or to fill any existing vacancies on the board or to change any material term of the employment contract of any executive officer, (iii) any material change in QIWI’s capitalization or dividend policy, (iv) any other material change in QIWI’s corporate structure or business, (v) any class of equity securities of QIWI being delisted from a national securities exchange or ceasing to be authorized to be quoted in an automated quotation system operated by a national securities association, (vi) any class of equity securities of QIWI becoming eligible for termination of registration pursuant to Section 12(g) of the Exchange Act, (vii) the acquisition or disposition of Securities or any other securities of the Company, or (viii) any changes in QIWI’s charter, by-laws or other governing instruments or other actions that could impede the acquisition of control of QIWI.

Appraisal Rights

No appraisal rights are available in connection with the Offer.

14.Conditions to the Offer.

Notwithstanding any other provision of the Offer, the Offerors shall not be required to accept for payment or pay for any Securities pursuant to the Offer, if immediately prior to the acceptance time for payment the Minimum Condition is not satisfied. The Offer is conditioned upon there being properly and timely tendered in accordance with the terms of the Offer and not properly withdrawn, prior to the Expiration Time, a number of Class B Shares, including Class B Shares represented by ADSs, which, when added to the Securities already held by the Offerors and their affiliates, would constitute approximately 53.85% of the outstanding Securities (based on 45,080,461 Class B Shares (including Class B Shares represented by ADSs) outstanding as of March 17, 2017, as disclosed in QIWI’s Form 20-F).

In addition, the Offer is subject to the satisfaction of the following conditions, which means the Offerors are not obligated to accept for payment or pay for any Securities that are validly tendered in the Offer unless:

(i)the Offerors have obtained any waiver, consent, extension, approval, action or non-action from any governmental authority or agency which in the Offerors’ reasonable judgment (a) is necessary to consummate the Offer, and (b) regardless of the circumstances (including any action or inaction by the Offerors or any of their affiliates) giving rise to any such condition, the failure of which impairs proceeding with the Offer;
(ii)no statute, rule, regulation, judgment or order is enacted, enforced, amended, issued or deemed applicable to the Offer, and no suit, action or proceeding has been brought by any government entity that, directly or indirectly, (a) makes illegal, restrains, prohibits or delays the consummation of the Offer, (b) imposes material limitations on the ability of the Offerors to effectively acquire, hold or exercise full rights of ownership of the Securities, (c) requires divestiture by the Offerors of any of the securities of QIWI held by the Offerors, or (d) otherwise has or may have a material adverse effect on the business, assets, liabilities, financial condition, capitalization, operations or results of operations of QIWI or may result in a material diminution in the value of QIWI’s common stock;
(iii)no change has occurred, is occurring or is threatened to occur in the business, assets, liabilities, financial condition, capitalization, operations or result of operations of QIWI that would reasonably be expected to be materially adverse to QIWI;

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(iv)no disruption in the markets, banking moratorium or limitation on the extension of credit by financial institutions exists or is threatened;
(v)no new sanctions, restrictions or prohibitions (including restrictions on operations in foreign currency and blocking of transactions and accounts) are imposed against the Russian Federation that apply to the Offerors or the Offerors’ affiliates in a manner impacting the Offer;
(vi)any waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or any other notice period under any state statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade with respect to the transactions contemplated hereby have expired or been terminated;
(vii)no other tender offer or exchange offer, and no merger, acquisition, consolidation, reorganization, sale of assets, liquidation or dissolution involving QIWI has been made or proposed by a third party; and
(viii)QIWI has not taken any actions or made any change in connection with its common stock, such as a split, combination, redemption, sale, new issuance or declaration or payment of a dividend or any other action adverse to the interests of the Offerors.
15.Certain Legal Matters; Regulatory Approvals.

Regulatory Matters

Based on our examination of publicly available information filed by QIWI with the SEC and other publicly available information concerning QIWI, we are not aware of any governmental license or regulatory permit that appears to be material to QIWI’s business that might be adversely affected by our acquisition of Securities pursuant to the Offer or of any approval or other action by any government or governmental administrative or regulatory authority or agency, domestic or foreign, that would be required for our acquisition or ownership of Securities pursuant to the Offer. Should any such approval or other action be required or desirable, we currently contemplate that such approval or other action will be sought. We are unable to predict whether we will determine that we are required to delay the acceptance for payment of or payment for Securities tendered in the Offer pending the outcome of any such matter. There can be no assurance that any such approval or other action, if needed, would be obtained (with or without substantial conditions) or that if such approvals were not obtained, or such other actions were not taken, adverse consequences might not result to QIWI’s business or certain parts of QIWI’s business might not have to be disposed of, any of which may give us the right to terminate the Offer without the purchase of Securities thereunder.

In addition, our obligation under the Offer to accept for payment and pay for Securities is subject to the conditions set forth in “The Offer—Section 14—Conditions to the Offer.”

16.Fees and Expenses.

We have retained Innisfree M&A Incorporated to act as the Information Agent and Computershare Trust Company, N.A. to act as the Receiving Agent in connection with the Offer. The Information Agent may contact holders of Securities by mail, telephone and personal interviews and may request brokers, dealers, commercial banks, trust companies and other nominees to forward materials relating to the Offer to beneficial owners. The Information Agent and the Receiving Agent each will receive reasonable and customary compensation for their respective services, will be reimbursed for certain reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection therewith, including certain liabilities under the U.S. federal securities laws.

We will not pay any fees or commissions to any broker or dealer or any other person (other than the Information Agent and the Receiving Agent) for soliciting tenders of Securities pursuant to the Offer. Brokers, dealers, commercial banks, trust companies and other nominees will, upon request, be reimbursed by us for reasonable and necessary costs and expenses incurred by them in forwarding materials to their customers.

QIWI will not pay any of the fees and expenses to be incurred by us.

17.Miscellaneous.

The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Securities in any U.S. or foreign jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction. In those jurisdictions where the applicable laws require that the Offer be made by a

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licensed broker or dealer, the Offer will be deemed to be made on behalf of the Offerors by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by the Offerors. We are not aware of any jurisdiction where the making of the Offer is prohibited by any administrative or judicial action pursuant to any valid state statute. If we become aware of any valid state statute prohibiting the making of the Offer or the acceptance of the Securities, we will make a good faith effort to comply with that state statute. If, after a good faith effort, we cannot comply with the state statute, we will not make the Offer to, nor will we accept tenders from or on behalf of, the holders of Securities in that state.

No person has been authorized to give any information or make any representation on behalf of the Offerors or any of their affiliates not contained in this Offer to Purchase or in the related Form of Acceptance or Letter of Transmittal, as applicable, and, if given or made, such information or representation must not be relied upon as having been authorized.

We have filed with the SEC a Schedule TO, together with exhibits thereto, furnishing certain additional information with respect to the Offer, and may file amendments to our Schedule TO. In addition, QIWI will file a Schedule 14D-9 pursuant to Rule 14d-9 under the Exchange Act, together with exhibits thereto. Our Schedule TO and the Schedule 14D-9 and any exhibits or amendments thereto may be examined and copies may be obtained from the SEC in the manner described in “The Offer—Section 8—Certain Information Concerning QIWI” and “The Offer—Section 9—Certain Information Concerning the Offerors” above.

The date of this Offer to Purchase is June 16, 2017. You should not assume that the information in this Offer to Purchase is accurate as of any date other than that date, regardless of the time such Offer to Purchase is made available to you.

Otkritie Holding JSC

Otkritie Investments Cyprus Limited

Dated: June 16, 2017

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ANNEX A

DIRECTORS AND EXECUTIVE OFFICERS OF PARENT

The name, current principal occupation or employment and material occupations, positions, offices or employment for the past five years of each director and executive officer of Parent are set forth below. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to a position with Parent. Unless otherwise indicated, the business address of each director and executive officer of Parent is 2/4 Letnikovskaya street, 115114, Moscow, Russian Federation.

In this Schedule I, unless otherwise indicated or the context otherwise requires, all references to “Parent”, “the company”, “we”, “us” and “our” refer to Parent and its consolidated subsidiaries.

None of the directors and executive officers of Parent listed below has, during the past five years, (i) been convicted in a criminal proceeding or (ii) been a party to any judicial or administrative proceeding that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws. Each director and executive officer of Parent is a citizen of the Russian Federation.

Name
Age
Current Principal Occupation or Employment and
Employment History
Alexey Lvovich Karakhan
1981
Mr. Karakhan has served as the CEO of Otkritie Holding JSC since January 16, 2017 and currently serves as the Chairman of its Management Board.
   
Mr. Karakhan is the member of the Board of Directors of Otkritie Broker, Otkritie Asset Management, Bank Otkritie Financial Corporation and OTKRITIE Capital. Mr. Karakhan was the Deputy CEO of Otkritie Holding JSC and CEO of Otkritie N.
   
Between 2009 and 2011, Mr. Karakhan served as the Deputy CEO for Strategic Communications at Aton Group. Between 2004 and 2009, Mr. Karakhan headed the Communications Department at Renaissance Group (Renaissance Capital, Renaissance Credit and Renaissance Investment Management).
 
 
 
Ruben Abelovich Aganbegyan
1972
Mr. Aganbegyan has been a member of the Board of Directors of Otkritie Holding JSC since June 11, 2014.
   
Mr. Aganbegyan is also the President and the Chairman of the Supervisory Board of Bank Otkritie Financial Corporation and the Chairman of the Board of Directors of Otkritie Capital and National Bank Trust.
   
Mr. Aganbegyan is currently a member of the Management Board of Russian Union of Industrialists and Entrepreneurs, a member of the Board of Directors of Rostelecom, Magnitogorsk Iron and Steel Works and a member of the Supervisory Board of Russian Foundation for Technological Development.
   
Between 2013 and 2014, Mr. Aganbegyan served as the President of Otkritie Holding JSC. Between 2014 and 2017, Mr. Aganbegyan served as the CEO and the Chairman of Management Board of Otkritie Holding JSC.

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Name
Age
Current Principal Occupation or Employment and
Employment History
Vadim Stanislavovich Belyaev
1966
Mr. Belyaev has served as the Chairman of the Board of Directors of Otkritie Holding JSC since December 29, 2012. He has also served as a member of the Board of Directors of Otkritie Holding JSC since November 19, 2010.
   
Mr. Belyaev is the Founder of Otkritie Holding JSC. He served as the CEO of Otkritie Holding JSC between 2013 and 2014 and was the President and the Chairman of the Management Board at Bank Otkritie Financial Corporation between 2012 and 2013. He also served as the member of Bank Otkritie Financial Corporation’s Supervisory Board.
 
 
 
Kirill Gennadievich Androsov
1972
Mr. Androsov is the member of the Board of Directors of Otkritie Holding JSC since December 30, 2016.
   
Mr. Androsov serves as the Managing Director of Altera Capital and the Chairman of Aeroflot’s Board of Directors. Mr Androsov is also the member of the Boards of Directors of Russian Machines, Ruspetro and ROSNANO and the member of the Civic Chamber of the Russian Federation and the Public Council at the Ministry of Energy of the Russian Federation, the Supervisory Board of the Higher School of Economics and the Board of Trustees of the Russian Academy of National Economy and State Service. Mr Androsov has been a member of the Public Committee at the Federal Tax Service since 2011 and a professor at the Higher School of Economics since 2012. Previously, Mr Androsov served on the Boards of Directors of RAO UES, Rosneft, Zarubezhneft, VTB and Svyazinvest.
 
 
 
Olga Vladimirovna Plaksina
1974
Ms. Plaksina has served as a member of the Board of Directors of Otkritie Holding JSC since March 14, 2014. She is also a member of the Supervisory Board of Bank Otkritie Financial Corporation.
   
Ms. Plaksina is the Chairperson of the Management Board and a member of the Board of Directors at IFD Kapital and the CEO and the member of the Board of Directors at Management Group. She is also the Advisor to CEO and Chairperson of the Board of Directors at Management Centre Asset Management, Chairperson of the Board of Directors at PanAtlantic Exploration Company, PanAtlantic Energy Group Limited and SITTECH, a member of the Board of Directors of Kapital Group Asset Management, Kapital Asset Management CJSC and the Fund for Target Capital Formation for Social Programmes Support and Director of PanAtlantic Global Holding Ltd and Reserve Invest Holding (Cyprus) Limited.
   
Ms. Plaksina was the Chairperson of the Board of Directors at Kapital Investment Company until 2016.

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Name
Age
Current Principal Occupation or Employment and
Employment History
Dmitry Zakerievich Romaev
1971
Mr. Romaev has served as a member of the Board of Directors of Otkritie Holding JSC since June 28, 2012.
   
He is also the Chairman of the Board of Directors of Grib Diamonds NV and Arkhangelskgelodobycha and sits on the Board of Directors at Otkritie Broker and Otkritie Capital International Limited.
   
Previously Mr. Romaev served as the President and the Chairman of the Supervisory Board and the Management Board of Bank Otkritie Financial Corporation and as a member of the Board of Directors of Otkritie Asset Management. Mr. Romaev was also a member of the Management Board and CFO of Otkritie Holding JSC and a member of the Supervisory Board of Khanty-Mansiysk Bank Otkritie.
   
Before joining Bank Otkritie Financial Corporation, Mr. Romaev held various positions at Sberbank, KIT Finance Investment Bank and Petrocommerce Bank.

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DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER

The name, current principal occupation or employment and material occupations, positions, offices or employment for the past five years, of each of Purchaser’s directors and executive officers are set forth below. Unless otherwise indicated, the business address of each of Purchaser’s directors and executive officers is Angelou Vlachou, 4A, 6052, Larnaca, Republic of Cyprus. The telephone number at such office is 357-25-02-81-52. Directors are identified by an asterisk.

None of the directors and executive officers of Purchaser listed below has, during the past five years, (i) been convicted in a criminal proceeding or (ii) been a party to any judicial or administrative proceeding that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws. Each director and executive officer of Purchaser is a citizen of the Russian Federation, except for Maria Pitta, Androulla Mantoles and Alexander Kupriyanov.

Name
Age
Current Principal Occupation or Employment and
Employment History
Maria Pitta*
27
Ms. Pitta was appointed as the director of Otkritie Investments Cyprus Limited on August 22, 2014. Ms. Pitta also works as an advocate at Soteris Pittas & Co LLC.
 
 
 
Androulla Mantoles*
37
Ms. Mantoles was appointed as the director of Otkritie Investments Cyprus Limited on June 5, 2014. Ms. Mantoles also currently works as an accountant at Magnumserve Ltd.
 
 
 
Kristina Khakhulina*
33
Ms. Khakhulina was appointed as the director of Otkritie Investments Cyprus Limited on December 24, 2015. Between September 2012 and December 2015, Ms. Khakhulina worked as the Assistant to Managing Director.
 
 
 
Mikhail Yurievich Nazarychev*
30
Mr. Nazarychev was appointed as the director of Otkritie Investments Cyprus Limited on April 18, 2016. He is currently the Managing Director for Investment and Structured Finance Projects at Otkritie Holding JSC and Otkritie Financial Corporation Bank, a member of the Board of Directors of Grib Diamonds NV and Arkhangelskgelodobycha and the General Director of Otkritie Industrial Investments LLC.
 
 
 
Alexander Kupriyanov*
62
Mr. Kupriyanov was appointed as the director of Otkritie Investments Cyprus Limited on October 19, 2016.
   
Since November 2010, Mr. Kupriyanov served as the Managing Director and the member of the Board of Directors of Otkritie Capital Cyprus Ltd, an EU licensed company located in Cyprus being a part of Otkritie Group.
   
Mr. Kupriyanov was previously the Managing Director of a number of Cypriot Investment Firms, including S.L Capital Services Ltd and Metropol (Cyprus) Ltd.
   
Between 1993 and 2003, Mr. Kupriyanov managed various departments and branches of Sotsinvestbank, Toribank, Bank of National Development and served as the general manager of Agropromstroybank, International Banking Unit in Limassol, Cyprus.
   
Until 1993, Mr. Kupriyanov worked in the public sector of the Soviet Union.

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ANNEX B

CERTAIN FINANCIAL INFORMATION OF THE OFFERORS

The Offerors do not believe that their financial condition is material to the decision of holders of the Securities in the Offer because (i) the consideration in the Offer consists solely of cash, (ii) the Offer is not subject to any financing condition and (iii) the Offerors have access to the necessary economic resources to pay the Offer Price.

While the Offerors do not believe that their financial condition is material to the decision of holders of Securities in the Offer, certain selected consolidated accounting and financial information of Otkritie Holding JSC is set forth herein.

Pages B-2 through B-115 of this Annex B contain the audited consolidated financial statements of Otkritie Holding JSC for the fiscal year ended December 31, 2016, expressed in Russian rubles.

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Otkritie Holding Joint Stock Company
and its subsidiaries

Consolidated financial statements

Year ended 31 December 2016

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Table of Contents

 
 
 
 
 
 
 
 
 
Consolidated financial statements
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the consolidated financial statements
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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Independent auditor’s report

To the Shareholders of Otkritie Holding Joint Stock Company

Opinion

We have audited the consolidated financial statements of Otkritie Holding Joint Stock Company and its subsidiaries (the Group), which comprise the consolidated statement of financial position as of 31 December 2016, and the consolidated statement of profit or loss, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year ended 31 December 2016, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Group as at 31 December 2016 and its financial performance and its cash flows for 2016 in accordance with International Financial Reporting Standards (IFRSs).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements that are relevant to our audit of the consolidated financial statements in the Russian Federation, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of matter

Without qualifying our opinion on reliability of consolidated financial statements, we draw attention to the information set out in Note 29 “Risk management” to the consolidated financial statements, describing a significant concentration of financial investments in the Russian Government Eurobonds maturing by 2030, as well as the debt of a Russian company under reverse repo transactions.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the consolidated financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the consolidated financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying consolidated financial statements.

Provisions for loans to customers and receivables

The allowance for impairment of loans to customers and receivables is a key area of judgment for the Group’s management. The identification of impairment and the determination of the recoverable amount involve a high level of subjectivity, the use of assumptions and analysis of various factors, including the analysis of the customer’s financial position, expected future cash flows and observable market prices for collateral. The Group’s management approach to estimating the allowance for impairment of loans issued to customers and receivables is described in Note 9 and Note 29 to the consolidated financial statements.

The use of various models and assumptions can have a material impact on the estimates of the allowances for impairment of loans to customers and receivables. Due to the significance of the loans to customers and receivables and involvement of a high level of subjectivity, the estimation of the allowance for impairment was a key audit matter.

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We focused on identification of objective evidences of impairment, which may be different for the different types of products and customers. We analyzed the loan loss allowance methodology for the collectively assessed loans, particularly for corporate, consumer and mortgage loan portfolios due to significance of the amounts and potential effect due to changes in underlying assumptions. We also paid attention to significant individually impaired loans and receivables, as well as loans and receivables mostly exposed to the risk of individual impairment.

Our audit procedures included testing of controls and substantive procedures for the process of issuing loans to individuals and legal entities, review of the methodology, testing of input data, analysis of assumptions used by the Group to perform collective assessment for impairment, and the assessment of adequacy of allowances for individually impaired loans and receivables. In the course of our audit procedures, we analyzed the consistency of the management assumptions used to assess the economic factors and statistical information on losses incurred and amounts recovered. On the basis of our professional judgment and available market information we analyzed the expected future cash flows from significant individually impaired loans issued and receivables, including the value of realized collateral.

Regarding receivables for securities, we evaluated the recoverability of the amounts by analyzing the customer’s financial position.

We performed procedures in relation to the information disclosed in Note 9 “Loans to customers” and to accounts receivable disclosed in Note 17 “Other assets” to the consolidated financial statements.

Fair value of financial assets not quoted in active markets

The Group invests in various types of financial assets recognized in the consolidated statement of financial position at fair value as at the reporting date. The significant part of financial assets recognized at fair value are not quoted in an active market and are classified within Level 2 and Level 3 of the fair value hierarchy. Methods and unobservable inputs used in the fair value measurement of unquoted and illiquid investments may be of a subjective nature and based on various price driver assumptions. Various methods and assumptions may have a material impact on the fair value measurement. Due to significance of judgment and the potential effect on the consolidated financial statements, we considered the fair value measurement of financial assets not quoted in active markets to be one of the key audit matters.

Our audit procedures included testing of controls and substantive procedures over the process of the assets’ fair value measurement by the management of the Group. We reviewed the valuation techniques designed by the Group’s specialists, and engaged our valuation specialists to test significant assumptions and techniques for fair value measurement of investments in available for sale securities. Audit procedures included recalculation and analysis of assumptions used to verify the fair value of assets on a selective basis.

We performed procedures in relation to the information disclosed in Note 30 “Fair value of assets and liabilities” to the consolidated financial statements.

Other information included in the Annual Report of Otkritie Holding Joint Stock Company for 2016

Other information consists of the information included in Annual Report of Otkritie Holding Joint Stock Company, other than the consolidated financial statements and our auditor’s report thereon. Management is responsible for the other information. The Annual Report of Otkritie Holding Joint Stock Company is expected to be made available to us after the date of this auditor’s report.

Our opinion on the consolidated financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

Responsibilities of management for the consolidated financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRSs, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

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The partner in charge of the audit resulting in this independent auditor’s report is O.V. Youshenkov.


O.V. Youshenkov
Partner
Ernst & Young LLC

28 April 2017

Details of the audited entity

Name: Otkritie Holding Joint Stock Company
Record made in the State Register of Legal Entities on 1 December 2010, State Registration Number 1107746979196.
Address: Russia 115114, Moscow, Letnikovskaya Street, 2, building 4.

Details of the auditor

Name: Ernst & Young LLC
Record made in the State Register of Legal Entities on 5 December 2002, State Registration Number 1027739707203.
Address: Russia 115035, Moscow, Sadovnicheskaya naberezhnaya, 77, building 1.
Ernst & Young LLC is a member of Self-regulated organization of auditors “Russian Union of auditors” (Association)
(“SRO RUA”). Ernst & Young LLC is included in the control copy of the register of auditors and audit organizations, main registration number 11603050648.

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Otkrilie Holding JSC
Consolidated statement of financial position
as of 31 December 2016
(millions of Russian rubles)

 
Notes
31 December
2016
31 December
2015
Assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
5
 
 
200,156
 
 
214,990
 
Precious metals
 
6
 
 
13,947
 
 
8,203
 
Amounts due from credit institutions
 
7
 
 
65,689
 
 
363,746
 
Financial assets at fair value through profit or loss
 
8
 
 
357,777
 
 
204,199
 
Financial assets at fair value through profit or loss pledged under repurchase agreements
 
8
 
 
166,784
 
 
259,901
 
Loans to customers
 
9
 
 
1,866,571
 
 
1,700,031
 
Loans to customers pledged under repurchase agreements
 
9
 
 
 
 
2,807
 
Investment securities available for sale
 
10
 
 
29,283
 
 
244,052
 
Investment securities available for sale pledged under repurchase agreements
 
10
 
 
327,645
 
 
594,846
 
Investment securities held to maturity
 
11
 
 
82,536
 
 
39,349
 
Investment securities held to maturity pledged under repurchase agreements
 
11
 
 
25,670
 
 
75,514
 
Investment property
 
12
 
 
18,002
 
 
6,781
 
Property and equipment
 
13
 
 
29,819
 
 
30,665
 
Intangible assets
 
14
 
 
14,226
 
 
18,258
 
Deferred income tax assets
 
15
 
 
3,159
 
 
6,145
 
Other assets
 
17
 
 
64,842
 
 
102,899
 
Total assets
 
 
 
 
3,266,106
 
 
3,872,386
 
Liabilities
 
 
 
 
 
 
 
 
 
Amounts due to credit institutions
 
18
 
 
1,142,894
 
 
1,694,250
 
Amounts due to customers and borrowings
 
19
 
 
1,550,009
 
 
1,589,086
 
Debt securities issued
 
20
 
 
245,764
 
 
192,989
 
Deferred income tax liabilities
 
15
 
 
1,846
 
 
9,478
 
Other liabilities
 
21
 
 
116,942
 
 
155,463
 
Subordinated loans
 
22
 
 
45,091
 
 
52,472
 
Total liabilities
 
 
 
 
3,102,546
 
 
3,693,738
 
Equity
 
 
 
 
 
 
 
 
 
Share capital
 
23
 
 
1,541
 
 
1,541
 
Share premium
 
 
 
 
60,753
 
 
60,753
 
Unrealized gains from revaluation of securities available for sale
 
 
 
 
513
 
 
12,001
 
Unrealized gains from property and equipment
 
 
 
 
3,540
 
 
2,920
 
Retained earnings
 
 
 
 
16,501
 
 
4,544
 
Foreign currency translation reserve
 
 
 
 
6,629
 
 
11,640
 
Total equity attributable to shareholders of the Group
 
 
 
 
89,477
 
 
93,399
 
 
 
 
 
 
 
 
 
 
 
Non-controlling interests
 
 
 
 
74,083
 
 
85,249
 
Total equity
 
 
 
 
163,560
 
 
178,648
 
Total equity and liabilities
 
 
 
 
3,266,106
 
 
3,872,386
 
Alexey Lvovich Karakhan
General Director
   
 
   
 
Mikhail Yuryevich Nazarychev
First Deputy
General Director

28 April 2017

The accompanying notes 1-39 are an integral part of these consolidated financial statements.

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Otkrilie Holding JSC
Consolidated statement of profit or loss
for the year ended 31 December 2016
(millions of Russian rubles)

 
Notes
2016
2015
Interest income
 
 
 
 
 
 
 
 
 
Loans to customers
 
 
 
 
204,886
 
 
233,410
 
Amounts due from credit institutions
 
 
 
 
10,448
 
 
11,056
 
Investment securities
 
 
 
 
48,764
 
 
46,213
 
 
 
 
 
 
264,098
 
 
290,679
 
Financial assets at fair value through profit or loss
 
 
 
 
19,901
 
 
21,476
 
 
 
 
 
 
283,999
 
 
312,155
 
Interest expense
 
 
 
 
 
 
 
 
 
Borrowings
 
 
 
 
(29,627
)
 
(23,950
)
Amounts due to customers
 
 
 
 
(95,346
)
 
(112,028
)
Amounts due to credit institutions
 
 
 
 
(73,220
)
 
(63,044
)
Debt securities issued
 
 
 
 
(25,388
)
 
(32,004
)
 
 
 
 
 
(223,581
)
 
(231,026
)
Net interest income
 
 
 
 
60,418
 
 
81,129
 
Allowance for impairment of interest bearing assets
 
7, 9
 
 
(48,331
)
 
(72,082
)
Net interest income after allowance for impairment of interest bearing assets
 
 
 
 
12,087
 
 
9,047
 
Net fee and commission income
 
26
 
 
14,090
 
 
14,719
 
Net (losses)/gains from trading securities
 
25
 
 
(5,467
)
 
29,133
 
Net gains from foreign currencies
 
25
 
 
42,972
 
 
24,273
 
Net (losses)/gains from precious metals
 
25
 
 
(1,287
)
 
103
 
Net (losses)/gains from other derivative instruments
 
25
 
 
(3,051
)
 
1,737
 
Net gains from investment securities available for sale
 
 
 
 
4,519
 
 
3,443
 
(Loss)/gain from disposal of subsidiaries
 
 
 
 
(116
)
 
4,091
 
Share in profit of associates