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 January 23, 2024
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: January 23, 2024 |
By: |
/s/
Alexey Mashchenkov |
| |
|
Chief Financial
Officer |
Exhibit 99.1
QIWI Announces Extraordinary General Meeting
of Shareholders
NICOSIA, CYPRUS – January 23, 2024
– 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 Monday
March 11, 2024 at 10.00 a.m. (Cyprus time) at the Company’s located at 12 Kennedy Avenue, Kennedy Business Centre, 2nd
floor, 1087, Nicosia, Cyprus.
Only shareholders of record at the close of business
on January 19, 2024 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 buyback
program will be submitted for the shareholders’ approval. On the recommendation of the Board of Directors (the “Board”)
of the Company it is proposed to approve acquisition by the Company of class B ordinary shares of the Company, including the Company’s
shares represented by the ADSs listed at Nasdaq Global Select Market and Moscow Exchange (MOEX), and to authorize the Board to buyback
class B ordinary shares of the Company, including the Company’s shares represented by the ADSs.
The purpose of the buyback
is to provide additional liquidity to the shareholders, who may consider monetizing the Company’s securities after the completion
of the restructuring process. It is currently anticipated that the repurchased ADSs maybe will be held as treasury stock.
The buyback program has
to be executed under the following terms and conditions:
| · | The class B ordinary shares of the Company, including the Company's shares represented by the ADSs shall
be acquired through tender offer procedure on the Nasdaq Global Select Market and/or on the Moscow Exchange; |
| · | The specific mechanism of the tender offer procedure to be determined and approved by the Board of Directors
of the Company prior to the commencement of the buyback; |
| · | The maximum number of the class B ordinary shares of the Company, including the Company's shares represented
by the ADSs that will be acquired by the Company shall not exceed 6,271,297 pcs.; |
| · | The maximum acquisition price which may be paid for each class B ordinary share of the Company, including
the Company's shares represented by the ADS on the Moscow Exchange is RUB 581.00 per share; |
| · | The maximum acquisition price which may be paid for each class B ordinary share of the Company, including
the Company's shares represented by the ADS on the Nasdaq is an equivalent in US dollars of the maximum acquisition price on the Moscow
Exchange to be determined using the official foreign currency exchange rate set by the Central Bank of Russia as of the date to be specified
in materials and instructions accompanying the commencement of the buyback; |
| · | The minimum acquisition price shall be not less than par value per each class B ordinary share of the
Company (or its equivalent in US dollars); |
| · | The payment for the acquired class B ordinary shares of the Company, including the Company's shares represented
by the ADSs shall be made out of the realized and non-distributed profits; |
| · | The acquired class B ordinary shares of the Company, including the Company's shares represented by the
ADSs shall be disposed or cancelled within 2 years following the date when such class B ordinary shares of the Company, including the
Company's shares represented by the ADSs were acquired; |
| · | The authority of the Board of Directors of the Company to acquire the class B ordinary shares of the Company,
including the Company's shares represented by the ADSs shall expire within 12 months from the date that this resolution is taken; |
| · | To authorize the publication of this resolution in at least 2 daily newspapers of wide circulation at
least 10 days prior to commencing the buyback setting out the basic terms thereof and specifying the time period during which the Company
intends to proceed with the acquisitions and to be repeated every time the Company implements the buyback resolution; |
| · | To authorize a Director and a Secretary of the Company to notify the Registrar of Companies in Cyprus
with respect to the buyback within the time period specified under section 57A (i) of the Companies Law, Cap. 113. |
Further details on the
agenda and procedural matters related to the EGM will be made available to the Company's shareholders by the Company and the Company's
ADS holders through The Bank of New York Mellon.
Copies of certain materials
related to the EGM, including Notice for the convocation of the EGM and forms of the shareholder's proxy, are available on our website
at https://qiwi.global/governance/general-meetings/.
About QIWI plc.
QIWI Global is an innovative provider of cutting-edge
fintech and digital marketing services. We stand at the forefront of fintech innovations to facilitate and secure the digitalization of
payments. Our mission is to create adaptive fintech solutions that connect companies and millions of people in a changing world. We offer
a wide range of products under several directions: payment and financial services for merchants and B2C clients across various digital
use-cases, services in marketing automation and advertising technologies and several other investments in rapidly growing fintech
businesses in the MENA, SEA, and EU.
QIWI's American depositary shares are listed on
the NASDAQ and Moscow Exchange (ticker: QIWI). For more information, visit qiwi.global.
Contact
Investor Relations
+357.25028091
ir@qiwi.global
Exhibit 99.2
 |
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
January 23,
2024
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
March 11, 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:
APPROVAL OF THE BUYBACK PROGRAM
On
the recommendation of the Board of Directors of the Company and in accordance with Regulations 52(b), 79B of the Articles and Section 57A
of the Cyprus Companies Law, Cap. 113 (amended) it is proposed to authorize the Board of Directors of the Company to launch a buy-back
program and acquire class B ordinary shares of the Company, including the Company’s shares represented by the American Depositary
Shares (the ADSs) listed on the Nasdaq Global Select Market and/or on the Moscow Exchange in such manner as the Board
of Directors of the Company may from time to time determine, subject to the provisions of the Companies Law, Cap. 113 (as amended) and
on the following terms and conditions:
| (a) | The class B ordinary shares of the Company, including the Company’s shares represented by the ADSs
shall be acquired through tender offer procedure on the Nasdaq Global Select Market and/or on the Moscow Exchange; |
| (b) | The specific mechanism of the tender offer procedure to be determined and approved by the Board of Directors
of the Company prior to the commencement of the buyback; |
| (c) | The maximum number of the class B ordinary shares of the Company, including the Company’s shares
represented by the ADSs that will be acquired by the Company shall not exceed 6,271,297 pcs.; |
| (d) | The maximum acquisition price which may be paid for each class B ordinary share of the Company, including
the Company’s shares represented by the ADS on the Moscow Exchange is RUB 581.00 per share; |
| (e) | The maximum acquisition price which may be paid for each class B ordinary share of the Company, including
the Company’s shares represented by the ADS on the Nasdaq is an equivalent in US dollars of the maximum acquisition price on the
Moscow Exchange to be determined using the official foreign currency exchange rate set by the Central Bank of Russia as of the date to
be specified in materials and instructions accompanying the commencement of the buyback; |
| (f) | The minimum acquisition price shall be not less than par value per each class B ordinary share of the
Company (or its equivalent in US dollars); |
| (g) | The payment for the acquired class B ordinary shares of the Company, including the Company’s shares
represented by the ADSs shall be made out of the realized and non-distributed profits; |
| (h) | The acquired class B ordinary shares of the Company, including the Company’s shares represented
by the ADSs shall be disposed or cancelled within 2 years following the date when such class B ordinary shares of the Company, including
the Company’s shares represented by the ADSs were acquired; |
| (i) | The authority of the Board of Directors of the Company to acquire the class B ordinary shares of the Company,
including the Company’s shares represented by the ADSs shall expire within 12 months from the date that this resolution is taken; |
| (j) | To authorize the publication of this resolution in at least 2 daily newspapers of wide circulation at
least 10 days prior to commencing the buyback setting out the basic terms thereof and specifying the time period during which the Company
intends to proceed with the acquisitions and to be repeated every time the Company implements the buyback resolution; |
| (k) | To authorize a Director and a Secretary of the Company to notify the Registrar of Companies in Cyprus
with respect to the buyback within the time period specified under section 57A (i) of the Companies Law, Cap. 113. |
THE FOLLOWING SPECIAL RESOLUTION IS PROPOSED:
The
Board of Directors of the Company be and is hereby authorised to launch a buy-back program and acquire class B ordinary shares of the
Company, including the Company’s shares represented by the American Depositary Shares (the ADSs) listed on
the Nasdaq Global Select Market and/or on the Moscow Exchange in such manner as the Board of Directors of the Company may from time to
time determine, subject to the provisions of the Companies Law, Cap. 113 (as amended) and on the following terms and conditions:
| (a) | The class B ordinary shares of the Company, including the Company’s shares represented by the ADSs
shall be acquired through tender offer procedure on the Nasdaq Global Select Market and/or on the Moscow Exchange; |
| (b) | The specific mechanism of the tender offer procedure to be determined and approved by the Board of Directors
of the Company prior to the commencement of the buyback; |
| (c) | The maximum number of the class B ordinary shares of the Company, including the Company’s shares
represented by the ADSs that will be acquired by the Company shall not exceed 6,271,297 pcs.; |
| (d) | The maximum acquisition price which may be paid for each class B ordinary share of the Company, including
the Company’s shares represented by the ADS on the Moscow Exchange is RUB 581.00 per share; |
| (e) | The maximum acquisition price which may be paid for each class B ordinary share of the Company, including
the Company’s shares represented by the ADS on the Nasdaq is an equivalent in US dollars of the maximum acquisition price on the
Moscow Exchange to be determined using the official foreign currency exchange rate set by the Central Bank of Russia as of the date to
be specified in materials and instructions accompanying the commencement of the buyback; |
| (f) | The minimum acquisition price shall be not less than par value per each class B ordinary share of the
Company (or its equivalent in US dollars); |
| (g) | The payment for the acquired class B ordinary shares of the Company, including the Company’s shares
represented by the ADSs shall be made out of the realized and non-distributed profits; |
| (h) | The acquired class B ordinary shares of the Company, including the Company’s shares represented
by the ADSs shall be disposed or cancelled within 2 years following the date when such class B ordinary shares of the Company, including
the Company’s shares represented by the ADSs were acquired; |
| (i) | The authority of the Board of Directors of the Company to acquire the class B ordinary shares of the Company,
including the Company’s shares represented by the ADSs shall expire within 12 months from the date that this resolution is taken; |
| (j) | To authorize the publication of this resolution in at least 2 daily newspapers of wide circulation at
least 10 days prior to commencing the buyback setting out the basic terms thereof and specifying the time period during which the Company
intends to proceed with the acquisitions and to be repeated every time the Company implements the buyback resolution; |
| (k) | To authorize a Director and a Secretary of the Company to notify the Registrar of Companies in Cyprus
with respect to the buyback within the time period specified under section 57A (i) of the Companies Law, Cap. 113. |
RECORD DATE
Only the holders of class A shares and class B
shares of the Company whose names are registered in the Register of Members of the Company on the end of business as of January 19,
2024, are entitled to attend and vote at the Meeting either personally or by proxy, and such proxy need not be a shareholder of the Company.
The holders of American Depositary Shares, each
representing one class B share of the Company, (the ADSs Holders) should refer to Section “Information for ADSs
Holders”.
PROXY
The instrument appointing a proxy shall be in
writing under the hand of the appointer or of his attorney duly authorised in writing, or, if the appointer is a corporation, either under
seal or under the hand of an officer or attorney duly authorised.
The
instrument appointing a proxy authorizing such proxy to attend the Meeting and to exercise discretion shall be in the form as attached
in Annex A hereto or a form as near thereto as circumstances admit.
The
instrument appointing a proxy authorizing such proxy to attend the Meeting and to vote on your behalf under your special instructions
shall be in the form as attached in Annex B hereto or a form as near thereto as circumstances admit.
NOTE:
In the sample instrument of proxy the name of the Deputy Chief Executive Officer of the Company (the Deputy CEO) is inserted
as proxy. The Deputy CEO will attend the Meeting. Accordingly, should you wish you may sign and deposit the instrument of proxy to attend
the Meeting and vote on your behalf as you will specifically instruct on the instrument of proxy. The Deputy CEO will not vote for any
matter on any shareholder’s behalf unless the proxy includes specific voting instructions.
Original
of any instrument of proxy or its notarially certified copy shall be deposited at the Company’s registered office at 12
Kennedy Avenue, Kennedy Business Centre, 2nd floor, P.C. 1087, Nicosia, Cyprus, and a copy of such instrument of proxy shall
be delivered to the Company by electronic mail to corporatelawyer@qiwi.com at any time BEFORE the time for holding the Meeting,
i.e. by March 11, 2024 10.00 a.m. (Cyprus time) (the Cut Off Time).
Proxies
deposited after the Cut Off Time shall not be treated as valid.
VOTING
Every shareholder present in person or by proxy
at a general meeting of shareholders of the Company shall have such number of votes for each share of which they are the holders as are
attached to the class of shares of which they are the holders. Pursuant to Regulation 5 of the Articles for so long as class A shares
of the Company are in issue and are outstanding, each class A share of the Company confers upon its holder the right to ten (10) votes
and each class B share of the Company confers upon its holder the right to one (1) vote at a general meeting of shareholders of the
Company.
INFORMATION FOR ADSs HOLDERS
The ADSs Holders shall exercise their voting rights
subject to the relevant provisions of the Deposit Agreement dated May 02, 2013, of which a copy is available for no charge at:
https://www.sec.gov/Archives/edgar/data/1561566/000119312513161884/d426593dex43.htm.
MATERIALS
Copies of materials related to the Meeting, including this notice of
the Meeting, forms of instruments appointing proxy are available for no charge in electronic form on the Company’s website: https://qiwi.global/governance/general-meetings/.
Attached:
| 1. | Annex A – Sample of Proxy to exercise discretion. |
| 2. | Annex B – Sample of Proxy to vote under instructions. |
Yours faithfully,
Mr. Sergey Solonin
Chairman of the Board of Directors
for and on behalf of QIWI plc
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