SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF A FOREIGN ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For December 19, 2023
QIWI plc
12-14 Kennedy Ave.
Kennedy Business Centre, 2nd Floor, Office 203
1087 Nicosia Cyprus
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F x
Form 40-F ¨
Indicate by check mark whether the registrant
by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b)
under the Securities Exchange Act of 1934.
Yes ¨
No x
If ''Yes'' is marked, indicate below the file
number assigned to the registrant in connection with Rule 12g3-2(b):
Exhibits
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| |
QIWI PLC (Registrant) |
| |
|
| Date: December 19, 2023 |
By: |
/s/ Alexey Mashchenkov |
| |
|
Chief Financial Officer |
Exhibit 99.1
QIWI Announces Extraordinary General Meeting
of Shareholders
NICOSIA, CYPRUS – December 19, 2023 –
QIWI plc (NASDAQ and MOEX: QIWI) (“QIWI” or the “Company”), an innovative provider of cutting-edge payment and
financial services, today announced that it will hold an extraordinary general meeting of shareholders (the "EGM") on Thursday
February 01, 2024, at 10:00 a.m. (Cyprus Time) at QIWI’s office located at 12 Kennedy Avenue, Kennedy Business Centre, 2nd floor,
1087, Nicosia, Cyprus.
Only shareholders of record at the close of business
on December 18, 2023 are entitled to receive notice and to vote at the EGM and any adjourned meeting thereof. Holders of the Company's
American Depositary Shares (the "ADS") who wish to exercise their voting rights for the underlying shares must act through the
depositary of the Company's ADS program, The Bank of New York Mellon. Shareholders are cordially invited to attend the EGM.
At the EGM, the following item will be submitted
for shareholders’ approval:
| · | to appoint PAPAKYRIACOU & PARTNERS LIMITED
as the Company’s auditor and to authorize the Board of Directors of the Company to fix the Auditors’ remuneration at its discretion.
|
Copies of materials related to the EGM, including
this notice of the EGM, forms of instruments appointing proxy are available for no charge in electronic form on the Company’s website:
https://investor.qiwi.com/governance/general-meetings/.
About QIWI plc.
QIWI is an innovative provider of cutting-edge
payment and financial services. We stand at the forefront of fintech innovations to facilitate and secure the digitalization of payments.
Our mission is to connect our clients providing unique financial and technological solutions to make the impossible accessible and simple.
We offer a wide range of products under several directions: QIWI payment and financial services ecosystem for merchants and B2C clients
across digital use-cases, ROWI digital structured financial products for SME, digital marketing, and several other projects.
For the FY 2022 QIWI had revenue of RUB 51.5 billion
and an Adjusted EBITDA of RUB 19.8 billion. QIWI's American depositary shares are listed on the NASDAQ and Moscow Exchange (ticker: QIWI).
For more information, visit investor.qiwi.com.
Contact
Investor Relations
+357.25028091
ir@qiwi.com
Exhibit
99.2
 |
QIWI PLC |
| 12
Kennedy Avenue, Kennedy Business Centre, 2nd Floor, 1087-Nicosia, Cyprus |
| Tel.: +357 22-65-33-90, Fax: +357 22-76-09-18, E-mail: office@qiwi.com.cy, www.qiwi.com |
NOTICE
FOR THE CONVOCATION
OF
AN EXTRAORDINARY GENERAL MEETING
OF
SHAREHOLDERS OF QIWI PLC (the Company)
Distributed
electronically to:
All
the shareholders of QIWI plc
Auditors
of QIWI plc
December 19,
2023
THIS
NOTICE IS GIVEN in accordance with the Regulations 54(a) and 55 of the Articles of Association of the Company (the Articles)
to inform that an EXTRAORDINARY GENERAL MEETING of shareholders of the Company (the Meeting) will be convened and held
on February 01, 2024 at 10.00 a.m. (Cyprus time) at the Company’s registered office at 12 Kennedy Avenue, Kennedy Business
Centre, 2nd floor, P.C. 1087, Nicosia, Cyprus.
The
following agenda items are proposed for consideration and, if thought proper, for approval by the shareholders of the Company:
PART A
APPOINTMENT
OF THE COMPANY’S AUDITOR
WHEREAS
at the annual general meeting of shareholders of the Company held on June 05, 2023 KPMG Limited (Cyprus) were re-appointed as
the Company’s Auditor (as this term is defined in the Articles) in accordance with the provisions of section 153 of the Companies
Law, Cap. 113 to hold office from the conclusion of that annual general meeting until the conclusion of the next annual general meeting
when they shall be eligible for re-election.
WHEREAS
KPMG Limited (Cyprus) tendered their resignation as the Company’s Auditor on December 14, 2023.
WHEREAS
in order to fill the casual vacancy in the office of the Company’s Auditor, the Board of Directors of the Company have recommended
to appoint PAPAKYRIACOU & PARTNERS LIMITED, an independent registered public accounting firm in Cyprus, as the Company’s
Auditor in accordance with the provisions of section 153 of the Companies Law, Cap. 113 to hold office from the conclusion of that extraordinary
general meeting until the conclusion of the annual general meeting to be held in 2024 when they shall be eligible for re-election and
to authorize the Board of Directors of the Company to fix the Company’s Auditor remuneration at their discretion.
WHEREAS
in accordance with Regulation 79A(g) of the Articles the appointment of, and the fixing of the remuneration of, the Auditor
requires the approval of an ordinary resolution of the general meeting of shareholders of the Company.
WHEREAS
the Board of Directors of the Company have resolved to call an extraordinary general meeting of shareholders of the Company in order
to fill the casual vacancy in the office of the Company’s Auditor in accordance with the provisions of the Articles.
THE
FOLLOWING ORDINARY RESOLUTIONS ARE PROPOSED:
PART A
| 1. | THAT
PAPAKYRIACOU & PARTNERS LIMITED, an independent registered public accounting
firm in Cyprus, be and are hereby appointed as the Company’s Auditor to hold office
from the conclusion of that extraordinary general meeting until the conclusion of the annual
general meeting to be held in 2024 at which accounts are laid before the Company. |
| 2. | THAT
the Board of Directors of the Company be and are hereby authorized to fix the Company’s
Auditor remuneration at their discretion. |
RECORD
DATE
Only
the holders of class A shares and class B shares of the Company whose names are registered in the Register of Members of the Company
on the end of business as of December 18, 2023, are entitled to attend and vote at the Meeting either personally or by proxy, and
such proxy need not be a shareholder of the Company.
The
holders of American Depositary Shares, each representing one class B share of the Company, (the ADSs Holders) should refer
to Section “Information for ADSs Holders”.
PROXY
The
instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing, or,
if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorised.
The
instrument appointing a proxy authorizing such proxy to attend the Meeting and to exercise discretion shall be in the form as attached
in Annex A hereto or a form as near thereto as circumstances admit.
The
instrument appointing a proxy authorizing such proxy to attend the Meeting and to vote on your behalf under your special instructions
shall be in the form as attached in Annex B hereto or a form as near thereto as circumstances admit.
NOTE:
In the sample instrument of proxy the name of the Deputy Chief Executive Officer of the Company (the Deputy CEO) is
inserted as proxy. The Deputy CEO will attend the Meeting. Accordingly, should you wish you may sign and deposit the instrument of proxy
to attend the Meeting and vote on your behalf as you will specifically instruct on the instrument of proxy. The Deputy CEO will not vote
for any matter on any shareholder’s behalf unless the proxy includes specific voting instructions.
Original
of any instrument of proxy or its notarially certified copy shall be deposited at the Company’s registered office at 12 Kennedy
Avenue, Kennedy Business Centre, 2nd floor, P.C. 1087, Nicosia, Cyprus, and a copy of such instrument of proxy shall be delivered
to the Company by electronic mail to corporatelawyer@qiwi.com at any time BEFORE the time for holding the Meeting, i.e. by
February 01, 2024 10.00 a.m. (Cyprus time) (the Cut Off Time).
Proxies
deposited after the Cut Off Time shall not be treated as valid.
VOTING
Every
shareholder present in person or by proxy at a general meeting of shareholders of the Company shall have such number of votes for each
share of which they are the holders as are attached to the class of shares of which they are the holders. Pursuant to Regulation 5 of
the Articles for so long as class A shares of the Company are in issue and are outstanding, each class A share of the Company confers
upon its holder the right to ten (10) votes and each class B share of the Company confers upon its holder the right to one (1) vote
at a general meeting of shareholders of the Company.
INFORMATION
FOR ADSs HOLDERS
The
ADSs Holders shall exercise their voting rights subject to the relevant provisions of the Deposit Agreement dated May 02, 2013,
of which a copy is available for no charge at: https://www.sec.gov/Archives/edgar/data/1561566/000119312513161884/d426593dex43.htm.
MATERIALS
Copies
of materials related to the Meeting, including this notice of the Meeting, forms of instruments appointing proxy are available for no
charge in electronic form on the Company’s website: https://investor.qiwi.com/governance/general-meetings/.
Attached:
| 1. | Annex
A – Sample of Proxy to exercise discretion. |
| 2. | Annex
B – Sample of Proxy to vote under instructions. |
Yours
faithfully,
| /s/ Mr. Sergey Solonin |
|
| Mr. Sergey Solonin |
|
| Chairman of the Board of Directors |
|
| for and on behalf of QIWI plc |
|
ANNEX
A
SAMPLE
OF PROXY TO EXERCISE DISCRETION
(To
be printed out on the company’s letterhead)
PROXY
/ POWER OF ATTORNEY
I/We,
(Insert Full Name of Shareholder) _________________________________________________________, shareholder of QIWI plc, Registration
Number HE 193010 (the Company), after having received due notice (the Notice) for the Extraordinary General
Meeting of shareholders of the Company, which is to be held on February 01, 2024 at 10.00 a.m. (Cyprus time) at the Company’s registered
office at 12 Kennedy Avenue, Kennedy Business Centre, 2nd floor, P.C. 1087, Nicosia, Cyprus (the EGM) and whilst
acknowledging the matters stated in and disclosed by the Notice, hereby appoint (Insert Full Name of Proxy) _____________________________
(passport No.___________________________, residing at __________________________________________) (the Proxy), as my/our
proxy to vote (either on a show of hands or on a poll) in my/our name and on my/our behalf at the EGM and at any adjournment thereof
at his/her own discretion as the Proxy may deem appropriate and to demand a poll if the Proxy deems it appropriate.
Signed
on the ____ day of ______________, 202__.
Signature:
_________________
Name
of Shareholder: _________________________
(To
be stamped with the company’s seal)
ANNEX
B
SAMPLE
OF PROXY TO VOTE UNDER INSTRUCTIONS
(To
be printed out on the company’s letterhead)
PROXY
/ POWER OF ATTORNEY
I/We,
(Insert Full Name of Shareholder) _________________________________________________________, shareholder of QIWI plc, Registration
Number HE 193010 (the Company), after having received due notice (the Notice) for the Extraordinary General
Meeting of shareholders of the Company, which is to be held on February 01, 2024 at 10.00 a.m. (Cyprus time) at the Company’s registered
office at 12 Kennedy Avenue, Kennedy Business Centre, 2nd floor, P.C. 1087, Nicosia, Cyprus (the EGM) and whilst
acknowledging the matters stated in and disclosed by the Notice, hereby appoint Mr. Philios Yiangou (passport No. ____________, issued
by _______ on ___________, residing at ___________) (the Proxy), as my/our proxy to vote (either on a show of hands or
on a poll) in my/our name and on my/our behalf at the EGM and at any adjournment thereof as specified below.
This
instrument empowers and shall be used by the Proxy to vote for the below listed resolutions as stated below.
PART
A
| 1. | THAT
PAPAKYRIACOU & PARTNERS LIMITED, an independent registered public accounting firm
in Cyprus, be and are hereby appointed as the Company’s Auditor to hold office from
the conclusion of that extraordinary general meeting until the conclusion of the annual general
meeting to be held in 2024 at which accounts are laid before the Company. |
| 2. | THAT
the Board of Directors of the Company be and are hereby authorized to fix the Company’s
Auditor remuneration at their discretion. |
Voting
Authority and Instruction:
(please
mark as appropriate)
| ITEM
OF AGENDA |
FOR |
AGAINST |
ABSTAINED |
| PART
A Resolution No.1 |
|
|
|
| PART
A Resolution No.2 |
|
|
|
By
this instrument the Proxy is empowered and authorized to choose the chairman of the EGM pursuant to Regulation 62 of the Articles of
Association of the Company and demand a poll pursuant to Regulation 64 of the Articles of Association of the Company, if the Proxy thinks
fit.
Signed
on the ____ day of ______________, 202__.
Signature:
_________________
Name
of Shareholder: _________________________
(To
be stamped with the company’s seal)
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